Storyblok Enterprise Terms

1.      Preamble and Applicability

1.1.       Introduction. Storyblok and its Affiliates offer a subscription based software-as-a-service (SaaS) based headless content management system (including the Storyblok APIs and Documentation) and a digital experience platform (DXP) with a visual editor, that allows customers to upload, manage and publish Customer Content by using Storyblok APIs (the "Storyblok Services"). The Storyblok Services are made available to registered users at: https://www.app.storyblok.com, and/or as otherwise made available by Storyblok including through access to its website at www.storyblok.com. Customers may sign up for the Storyblok Services and become a Customer of the Storyblok Services through an online registration or order process ("Self-Service Customer") or by entering into an Order Form with Storyblok ("Enterprise Plan Customer").

1.2.       Notice to Self Service Customers. If You sign up for the Storyblok Services as a Self Service Customer you may either sign up (i) for your own use (as indicated by using a personal email address/domain to sign up for the Storyblok Services) or (ii) directly or indirectly on behalf of an organization, business, or other legal entity ("Organization") for which you act, then the terms "You", "Your" and "Customer" will either refer to you as an individual or Your Organization respectively. Please also refer to Section 14 of these Terms in such case which apply specifically for Self Service Customers in addition to the rest of these Terms. In case You are a Self Service Customer you represent and warrant that You have read, understood, and agree to be bound by the Agreement; If you are acting on behalf of an Organization, You represent and warrant that You (i) are of sufficient age in your jurisdiction, (ii) have the authority to bind Your Organization to the Agreement and to sign-up on behalf of such Organization and (iii) have read, understood, and agree to the terms of this Agreement. If You created an account using an email address or domain belonging to your Organization, you acknowledge that Storyblok may share Your email address/domain and Account details with such Organization and that control of Your account may be taken over by such Organization. Upon such takeover, the Organization may be able to control the Account and access, disclose, restrict or remove information from the Account, and/or restrict or terminate Your access to the Storyblok Service. You are prohibited from signing up as a Self Service Customer if You or Your Organization is already an Enterprise Plan Customer.

1.3.       Notice to Users of Enterprise Plan Customers. If you sign up for the Storyblok Services as a User as directed by an Enterprise Plan Customer (as indicated by You using Enterprise Plan Customer's email address/domain to sign up for the Storyblok Services) the Agreement entered into between Storyblok and the Enterprise Plan Customer for which you act will govern the Storyblok Services with respect to such Accounts.

2.      Definitions

2.1        "Account" means one registered User with a unique email-address or Single-Sign-On (SSO). In one Account Customer can create or belong to multiple Spaces for Customer's projects and invite other Users to such spaces using their Account Identification.

2.2.       "Account Identification" means a unique identification to one specific Account (system generated ID or single-sign-on-ID or email-address).

2.3.       "Account Information" means information about Customer's account and information that Customer and its Users provide to Storyblok in connection with (1) the creation or administration of the Account; or (2) Storyblok's maintenance of the Account or the Storyblok Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information. You may review how Storyblok handles and processes this and other personal data by viewing our Privacy Policy (https://www.storyblok.com/legal/privacy-policy).

2.4.       "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the outstanding shares of the controlled entity.

2.5.       "Agreement" means the entire contractual relationship between the Parties, including the Order Form (if applicable), these Terms, the Privacy Policy, the Documentation, the Technical Limits, together with any other documents agreed upon. No Agreement shall be entered without an applicable Order Form, the terms of which shall be agreed to and signed by the Parties.

2.6.       "AI Features" means the features that make use of large language models, machine learning or other artificial intelligence or similar technology as more closely described in the Storyblok AI Terms (https://www.storyblok.com/legal/ai-terms-and-conditions).

2.7.       "App" means an application that extends the functionality of Storyblok by providing a custom interface extension in different places within the Storyblok Services made available to Customer by Storyblok or third-parties.

2.8.       "App Store" means Storyblok's platform which Storyblok may choose to make available within the Storyblok Services where Apps from Storyblok or third-parties are offered.

2.9.       "Breaking Change" means (i) removal or material decrease in main functionality of latest (as of the start of the subscription term) Storyblok APIs without suitable replacement or (ii) material changes that would cause an external system interfacing the latest Storyblok APIs to become non-operational.

2.10.    "Confidential Information" means any information, data or documents disclosed by either Party that is marked or otherwise designated or labelled as confidential, proprietary (or similar) or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, Confidential Information will not include any information which (a) is in the public domain through no fault of receiving Party; (b) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to the receiving Party, without restriction, by another person or entity with the legal authority to do so; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

2.11.    "Customer" means the individual or organization, business, or other legal entity entering into the Agreement with Storyblok, and which may subject to the terms and conditions of the Agreement access and use the Storyblok Services.

2.12.    "Customer Content" is the content that is released, made available or transmitted by the Customer (or its designated Users) to Storyblok in connection with the use of the Storyblok Services, including, but not limited to, text, graphics, documents, photographs, images, music, videos, audio files, software, and any other form of information, data or files.

2.13.    "Documentation" means instructions, either printed or digital, online help files, technical documentation, and user guides in order to use the Storyblok Services as may be updated by Storyblok from time to time.

2.14.    "Intellectual Property Rights" means (whether registered or not) any patent, patent applications, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, confidential or proprietary report, data or information any computer program, software, database or data right, and any license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

2.15.    "Order Form" means the document containing the commercial details and specifying the Storyblok Services and/or other services or deliverables to be provided between Customer and Storyblok, mutually agreed and signed (electronically) by the Parties of the Agreement.

2.16.    "Parties" means Customer and Storyblok.

2.17.    "Registration" means the full process of a Customer giving necessary information on Customer's identity and confirmation as requested during the Account creation-process on the Storyblok App.

2.18.    "Storyblok" means the contracting Storyblok entity named on the Order Form or the Storyblok entity mentioned in the online sign-up process.

2.19.    "Storyblok Services" means the subscription based software-as-a-service (SaaS) - based headless content management system (including the Storyblok APIs and Documentation) and a digital experience platform (DXP) with a visual editor, that allows customers to upload, manage and publish Customer Content, constantly updated and improved.

2.20.    "Storyblok App" means the site available under app.storyblok.com.

2.21.    "Spaces" means a content repository within the Storyblok Services with its own components, datasources, assets, environments, domains, accounts, and permissions. Within the Storyblok Services customers may create several Spaces. Each Space is used to keep all Customer Content for a project of a customer. Spaces can be used to launch several websites or apps that are independent from each other.

2.22.    "Subscription" means any agreed use of Storyblok's Services according to the Agreement during the Subscription Term and subject to the payment of the Subscription Fee.

2.23.    "Subscription Term" shall mean the agreed period of coverage of the Storyblok Services within which Customer may access and use the Storyblok Services subject to payment of the Subscription Fee.

2.24.    "Subscription Fee" shall mean the fees either set out in the Order Form or - as for Self Service Customers - shown to Self-Service Customer during the self-service subscription process on Storyblok's website for the agreed Subscription Term.

2.25.    "Technical Limits" means technical or consumption-based limits or restrictions as defined under https://www.storyblok.com/docs/technical-limits as updated by Storyblok from time to time.

2.26.    "Terms" means these General Terms and Conditions for Storyblok Services.

2.27.    "Third Party Login" means login credentials from a supported third party site or product which are integrated to allow access the Account.

2.28.    "Third Party Services" means any third party service, single-sign-on service (SSO), connection, site, website, platform, application, app, software or integration.

2.29.    "Usage Data" means any performance and usage data generated through Customer’s or its Users' use of the Storyblok Services through an Account, including any aggregated, statistical and analytical information or analyses created and developed by Storyblok from such data. For the sake of clarity, Usage Data does not include any performance or usage data of Customer’s websites or visitors of Customer's websites.

2.30.    "User" means any person using Storyblok Services registered on either www.storyblok.com or app.storyblok.com. Users may include Customer, and Customer (or its Affiliates') employees, contractors, agents, or representatives authorized by and acting for Customer (or its Affiliates) to access and use the Storyblok Services according to the Agreement.

3.      Use of the Storyblok Services

3.1.       Agreement. The Agreement is only established in a legally effective manner if the online self-service registration or order process is successfully concluded or an Order Form referencing these Terms is mutually signed by the Parties. By either (i) signing an Order Form referencing these Terms, (ii) signing up for the Storyblok Services through an online registration or order process or (iii) accessing or using the Storyblok Services, Customer agrees to be bound by the Agreement. Storyblok may reject any Order Form for any of the following reasons: (1) the signatory does not have the authority to bind Customer to the Order Form, (2) changes have been made to the Order Form (other than completion of the signature block), or (3) the requested purchase order information or signature is incomplete or does not match Storyblok's records or the rest of the Order Form.

3.2.       No Other Terms and Conditions. Any other terms and conditions or parts thereof (including, but not limited to, terms and conditions of Customer referenced in any request for information, request for proposal, purchase order, website or similar) do not apply and are to be held as null and void, as long as not explicitly stated and agreed otherwise by the Parties.

3.3.       Other Information Provided. Information provided by Storyblok's staff, on Storyblok's website or in any marketing material, as well as Customer's requests for proposals, specifications in mails or any other documents not explicitly linked or referred herein are non-binding and shall only become part of the Agreement if the Order Form or these Terms explicitly refer to it.

3.4.       Account Creation. The Storyblok Services may only be accessed and used with a valid Account. Customer may either (i) create access credentials to access the Account; or (ii) use Third Party Login. Customer must provide and maintain true, accurate, current, and complete Account Information. Storyblok will confirm receipt of Customer’s registration by an automatically generated e-mail.

3.5.       Right to Use. Upon the Subscription Start Date indicated in the Order Form (and if no such Subscription Start Date is indicated, the execution of the Agreement), and subject to full payment of the Subscription Fees, Storyblok grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, license to use the Storyblok Services during the applicable Subscription Term for its own internal business purposes, solely to perform those functions defined in the Documentation, subject to all restrictions contained therein and subject to all Technical Limits and the terms and conditions of the Agreement. The right to use may be restricted to access and use only for a certain number of Users as agreed between Customer and Storyblok. Customer is liable for the acts and omissions of its Users as for its own.

3.6.       Affiliate Use. Customer's Affiliates may, to the same extent as Customer and always subject to the terms and conditions of the Agreement, access and use the Storyblok Services for Customer's or its Affiliates' own business purposes, provided that such Affiliates act as Users under Customer's Account. If Customer provides Affiliate(s) with access to Customer's Account, Customer shall ensure in writing that its Affiliates are bound to the terms and conditions of the Agreement, whereas Customer remains directly and primarily responsible and liable for all access to and use of the Storyblok Services by its Affiliates and its Affiliate’s Users.

3.7.       Customer Content. Customer is entirely and solely responsible for its Customer Content. Storyblok is not responsible and shall assume no liability for Customer Content. Customer is solely responsible for the accuracy, legality (including, but not limited to, the non-infringement of third party intellectual property rights), quality and integrity of the Customer Content and Customer warrants that its Customer Content does not and will not violate applicable laws and regulations, third party intellectual property rights and personal rights of third parties. Storyblok provides an option for Enterprise Plan Customers that allows Enterprise Plan Customers to create back-ups of its Customer Content on its own cloud storage; by default no such back-ups are created. It is solely Customer's responsibility to set-up and configure such back-ups and to secure and create such back-ups of Customer Content and any of its data.

3.8.       Usage Limits. Storyblok Services may be subject to usage limits and restrictions. Usage limits will be set out in the Order Form. Customer agrees to use the Services within the usage limits. Customer is responsible for ensuring not to exceed the limits and restrictions. Customer understands and agrees that Storyblok may monitor Customer usage, but only for the limited purpose of determining whether Customer is complying with usage limits. Within its subscription plans Storyblok provides a certain amount of Spaces, Users, Assets, Locales, etc.. Customer shall use the purchased plan subscription in accordance with the usage limitations indicated on the pricing page (including components, stories, etc.). If Customer reaches limits of its package, Customer may contact its Storyblok Customer Success Manager, or the sales team (sales@storyblok.com), which will result in an updated offering from Storyblok.

Additional outgoing traffic or additional API requests, after consumption of the included quota, will be billed at the amount indicated in the Order Form. If it is expected that the included traffic or API requests of Customer will not be sufficient until the next billing period, another invoice with the same rate will be issued and expected traffic and/or API requests will be adjusted accordingly until the next billing period.

3.9.       AI-Features. The Storyblok Services may contain AI Features. In case Customer uses such AI Features the AI Terms (https://www.storyblok.com/legal/ai-terms-and-conditions) apply to the AI Features provided to Customer by Storyblok as part of the Storyblok Services and are incorporated herein by reference.

3.10.    Customer Responsibilities. Without limitation and in addition to any other obligations under the Agreement, the Customer shall: (i) be solely responsible for the use of Storyblok Services through the Account; (ii) be solely responsible for any implementation and obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Storyblok Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (“Customer Equipment & Services”) and configuring its Customer Equipment & Services in order to access and use Storyblok Services; (iii) ensure any User’s (including Users of its Affiliates) and any Affiliate's compliance with this Agreement in writing; (iv) prevent unauthorized access to or use of the Storyblok Services, and be solely responsible to safeguard the password and/or all access data to use and access the Account and/or for any activities or actions related to the Account; (v) notify Storyblok immediately in writing of any actual, threatened or suspected cyber attack, breach of security, breach of data protection obligations, password misuse or any other unauthorized use or access of the Storyblok Services and omit anything that could cause financial losses or data leaks in such cases; (vi) follow the reasonable instructions provided by Storyblok without undue delay; (vii) be solely responsible to create backups of its data (including backups of Customer Content and any of its other data and information); and (viii) use the current version of the APIs or SDKs (see Section 3.14).

3.11.    Usage Restrictions. Customer warrants and agrees not to do, and not to permit, facilitate, or encourage any third party to do, any of the following: (i) use the Storyblok Services or any part of it, outside the scope expressly agreed in this Agreement (including any usage limits and restrictions defined in the Order Form); (ii) transfer, sell, resell, license, sublicense, distribute, rent, lease, make available, offer or otherwise commercially exploit any Storyblok Services or act as a reseller for Storyblok; (iii) modify, copy, or create derivative works of the Storyblok Services or any part thereof; (iv) disassemble, reverse engineer, or decompile the Storyblok Services or any part thereof or otherwise try to access or derive the source code of the Storyblok Services; (v) access, tamper with, or use non-public areas of the Storyblok Service, Storyblok's infrastructure systems, or the technical delivery systems of Storyblok or its service providers; (vi) attempt to probe, scan, or test the vulnerability of the Storyblok Service or Storyblok's or Storyblok's providers’ system or network, or breach any of Storyblok's security or authentication measures; (vii) share the Account across multiple Users; (viii) sign up or continue to be signed up for a Self Service Plan of the Storyblok Services using Customer’s email address/domain.

3.12.    Acceptable Use. Customer may not use, or facilitate, encourage, or allow any third party to use, the Storyblok Services or any part of it: (i) for any illegal or fraudulent activity or to promote illegal or harmful activities or substances; (ii) to violate the rights of others, including any third party privacy rights, patent, copyright, trademark, trade secret, moral rights or other intellectual property rights; (iii) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; (iv) for any content or activity that promotes child sexual exploitation or abuse; (v) to violate the security, integrity, or availability of any User, network, computer or communications system, software application, or network or computing device; (vi) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or "spam"). Furthermore, Storyblok reserves the right and the sole discretion to refuse or remove any Customer Content that violates the Agreement or applicable law. 

3.13.    Suspension. While Storyblok has no obligation to screen or monitor any Customer activity or Customer Content, Storyblok may, partially or completely suspend the Storyblok Service, an Account, User or Space or reduce, limit or throttle the number of Users, Accounts, Spaces, amount of data, access or throughput in case Storyblok reasonably believes that: (i) the stability, integrity or availability of the Storyblok Services and/or the security of Storyblok, the Storyblok Services or a Storyblok Customer is in Storyblok's reasonable opinion at risk, (ii) Customer is in breach of the Agreement.

Storyblok will use reasonable efforts to limit any suspension or limitation to the extent and duration reasonably required to remedy such risk, threat or issue. Given the criticality of the above-mentioned circumstances, Storyblok is entitled to any such suspension or measures without prior notice but will try to inform the Customer of such measures without undue delay. Customer understands and agrees that Storyblok will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of any suspension or limitation by Storyblok. Customer will remain responsible for the Subscription Fees during any suspension. Any claims against Storyblok resulting from any suspension or limitation are expressly excluded and waived by Customer.

3.14.    Changes. Storyblok will modify, update or otherwise change, deprecate or republish the Storyblok Services or parts of it at its sole discretion. Any such changes will be applied automatically. Storyblok will use reasonable efforts to inform Customer of material changes without undue delay through the change-log available within the Storyblok Services. In case of Breaking Changes, Storyblok will inform Customer of such Breaking Changes at least 30 days prior to the implementation of such changes. It is the sole responsibility of Customer to update its software applications or websites to accommodate any changes. Storyblok is not liable for any incompatibilities that may arise due changes in the Storyblok Services, and Customer agrees that any damages or claims that may arise as a result of such changes are excluded to the fullest extent of the law.

3.15.    Termination Right for Breaking Changes. Solely in the case of Breaking Changes, Customer may raise commercially reasonable objections within twenty (20) days after being notified of such change so that the Parties can work together to find a mutually agreeable solution. If a commercially reasonable objection is raised and no solution can be agreed on within thirty (30) days after Customer was notified of the planned Breaking Changes, Customer’s sole and exclusive remedy is to be entitled to terminate the Agreement for convenience; any pre-paid fees for any unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month). Customer agrees that this is the sole and exclusive remedy for Customer under these circumstances and Customer hereby waives all further claims for damages, compensation, and other claims resulting from or in connection with such termination.

3.16.    Third Party Apps, Services & Integrations. The Storyblok Services may contain links to Third Party Services. Customer's use of any Third Party Services is subject to the terms applicable to such Third Party Services. Storyblok provides such links solely as a convenience, has no responsibility for the content or availability of such Third Party Services, and does not endorse such Third Party Services (or any products or other services associated therewith). Access to any Third Party Services linked to the Storyblok Services is at Customer's sole risk, and Storyblok is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third Party Services.

4.      Performance & Service Level

4.1.       Uptime Service Levels. Storyblok will use commercially reasonable efforts to make the Customer Content available through the Storyblok Content Delivery API with an availability of at least 99.9 % (for Enterprise Premium Plan, for Enterprise Elite Plan: 99.99 %) uptime annual average ("Uptime Percentage"), excluding any scheduled Maintenance & Downtime as defined in Section 4.2. In case of violations of this service level, Customer is eligible to receive a pro-rated refund credit for the next billing cycle corresponding to the exact time of non-availability (per minute).

4.2.       Maintenance & Downtime. The Storyblok Services may become temporarily unavailable to perform maintenance, modifications, or upgrades. Storyblok will notify Customers reasonably in advance of any scheduled unavailability. Any claims against Storyblok resulting from such scheduled unavailability are excluded or waived.

5.      Subscription Term, Fees & Payment

5.1.       Initial Subscription Term. The Agreement commences on the Subscription Start Date specified in the Order Form and continues to be in force for the term indicated in the Order Form, unless terminated earlier in accordance with the Agreement ("Initial Term”). If no term is specified in the Order Form, the term shall be one year.

5.2.       Renewal & Automatic Renewal. Unless otherwise noted in the Order Form or on the Storyblok App, any Subscription shall automatically renew for successive terms (contract duration) equal to Initial Term (each a "Renewal Term"; and together with the Initial Term the "Term") unless either Party notifies the other Party in writing (to Storyblok via email to sales@storyblok.com) of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term. If Customer fails to do so, subscription will automatically renew and entitle Storyblok to collect the then-applicable Subscription Fees. For the avoidance of doubt, Customer cannot renew, downgrade or move Enterprise Plan subscriptions as or to Self-Service subscriptions.

5.3.       Fees & Fee Changes. Customer agrees to pay the applicable fees for accessing and using the Storyblok Services. The applicable fees for the Initial Term will be determined in the Order Form. As between Customer and Storyblok, agreed fees will apply for the agreed Initial Term. Storyblok may, in its sole discretion and at any time, modify the standard fees, provided that, as between Customer and Storyblok, any such modifications will become effective at the end of the then-current term for the consecutive Renewal Term. The applicable fees for any Renewal Term will be determined using the then-current standard list fees applicable for the renewed Storyblok Services.

Except as expressly agreed otherwise, fees for Renewal Terms will not be adjusted based on promotional or one-time discounts but on Storyblok standard list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Storyblok Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term's per-unit pricing.

Additional charges will apply if Customer exceeds any usage limits at the rate and the increments defined in the Order Form.

5.4.       Third Party Services Pricing. Prices and fees for Third Party Services are set solely by the Third Party Services provider. Customer acknowledges and agrees that Storyblok has no influence over these prices and fees.

5.5.       Billing Information. Customer shall provide Storyblok with accurate and complete billing information including: company name, full name of the contact person, address, state, zip code, country, telephone number, mail-address, VAT, Tax ID (or equivalent)-number as necessary. Incorrect or incomplete information may lead to additional efforts for Storyblok; Storyblok reserves the right to charge Customer for any additional efforts.

5.6.       Customer Formalities. Should Customer ask Storyblok to complete certain internal Customer-specific formalities (e.g. completion of vendor forms, qualification of Storyblok as a vendor, registrations, etc.) prior to processing any payment, Customer shall inform Storyblok immediately (but in any case prior to the execution of the Order Form) of such internal formalities, by providing all necessary information via email to accounting@storyblok.com. Without being obliged to, Storyblok may use reasonable efforts to complete or support the completion of such formalities. For the sake of clarity, neither this provision, nor the failure of Customer to inform Storyblok of any such formalities, nor the delay caused by Storyblok fulfilling such formalities, shall be deemed an extension or postponement of the agreed payment term or shall allow Customer to delay any payments. For the sake of clarity, the Agreement between Customer and Storyblok does not depend on or is affected by a Customer purchase order. Neither any internal Customer requirement to issue a purchase order for the Storyblok Services, nor any failure or delay by Customer to issue such purchase order shall affect the agreed payment term.

5.7.       No Refunds. Unless explicitly stated otherwise, fees are based on subscriptions and/or services purchased and not actual usage. Unless explicitly stated otherwise in the Agreement, any fees paid, including, without limitation, Subscription Fees, are non-refundable.

5.8.       Payment & Payment Term. Payment is made according to the Order Form. In general, and if not agreed otherwise in the Order Form, Storyblok's invoices are due for payment annually in advance, free of any charges and/or other deductions. Payments must be made in the currency stated in the Order Form. Payments must be made solely via bank transfer (wiring) within thirty (30) days of the date of the invoice. Money transfers are deemed to be paid only upon receipt of the money in Storyblok's bank account.

5.9.       Net of Taxes. All prices (including prices in the Order Form) are understood without any applicable taxes; Customer is solely responsible to pay the taxes stated on the invoice and is not entitled to withhold any taxes from amounts due. Storyblok will not be responsible for any taxes based on the Customer's net income or taxes imposed on the Customer arising from any consumption of goods and services. Storyblok will not be responsible for any other taxes, assessments, duties, permits, tariffs, fees, or other charges of any kind. Storyblok reserves the right to contest the determination of taxes by the tax authorities. Customer hereby indemnifies and holds harmless Storyblok for any taxes owed by Customer.

5.10.    Consequences of Payment Delays or Default. In case of payment delays or default on a payment or in case Customer's use of the Storyblok Services exceeds the prepaid amounts, Storyblok, to the maximum extent permitted by applicable law, shall be entitled to: (i) choose to seek compensation of the actual damage incurred or of the default interest rate; the default interest rate lies 9.2 % per annum over the base interest rate on the marginal lending facility determined by the ECB, but not less than 8%; (ii) charge Customer (and Customer undertakes to reimburse) any costs of dunning and collection agencies incurred (including reasonable attorneys' fees) in the case of Customer default on payment insofar as they are necessary for the appropriate legal actions; (iii) demand immediate payment of any outstanding invoices for accrued Storyblok Services (even if so far not yet due) or demand immediate payment for any Storyblok Services used in excess of prepaid amounts; (iv) require advance payment; (v) require appropriate security for future performance of Storyblok Services; and/or (vi) suspend Customer's account with fourteen (14) days prior notice. 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 according to this provision. Other rights and remedies of Storyblok are expressly reserved.

5.11.    Counterclaims. Any Customer's counterclaim may only be set off as long as such counterclaim is not contested by Storyblok or recognized by declaratory judgement.

6.      Copyright Policy & Infringement of Proprietary Rights; Indemnification

6.1.       Indemnification by Storyblok. Storyblok respects the intellectual property rights of others. Storyblok warrants that the Storyblok Services do not, to the best of Storyblok's knowledge, infringe Intellectual Property Rights of any third party. In case Storyblok is in breach of this non-infringement warranty and a claim, demand, action, suit or proceeding is made or brought against Customer by a third party alleging such infringement ("Infringement Claim"), Storyblok indemnifies and holds Customer harmless from any damages (including reasonable costs and attorney-fees) finally awarded against Customer as a result of the Infringement Claim, provided that Customer (a) promptly gives Storyblok detailed written notice of the Infringement Claim to the attention of legal@storyblok.com (whereas for the purposes of this Section 6.1 "promptly" shall mean in sufficient time so that Storyblok's ability to defend the claim is not jeopardized or prohibited), (b) agrees to give Storyblok sole and exclusive control of the defense and settlement of the Infringement Claim, and (c) gives Storyblok all reasonable assistance requested by Storyblok, at Storyblok's expense. Customer may not settle any Infringement Claims, nor create any obligation on behalf of Storyblok, without the prior written approval of Storyblok. If Storyblok receives information about an infringement or misappropriation claim related to the Storyblok Services, Storyblok may in its sole discretion and at its sole expense (i) modify the Storyblok Services so that it no longer infringes or misappropriates such third party rights, (ii) obtain a license for Customer's continued use of the Storyblok Service in accordance with the Agreement, or (iii) terminate the Agreement upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term after the effective date of termination, calculated on a monthly basis. This indemnification obligations do not apply to the extent an Infringement Claim arises from (i) combination of Storyblok Services with third party products, services or systems; (ii) Customer Content; (iii) Customer's breach of this Agreement; (iv) unauthorized modifications of the Storyblok Services, (v) products or services for which there is no, or Customer pays no, fee. This Section 6.1 states Storyblok's sole liability to, and Customer's exclusive remedy against Storyblok for any third-party claims covered by this Section.

6.2.       Indemnification by Customer. It is Storyblok's policy to respond to any claim that content posted and/or stored on the Storyblok Service infringes the copyright or other intellectual property of any third party. Storyblok reserves the right to remove infringing material or disable all links to the infringing material. Customer is solely responsible for the legality of the Customer Content stored and/or used by Customer and the Customer Content does not infringe third party rights. Storyblok has no duties of care, protection or warning in this respect. Therefore, the Customer guarantees to own or have all corresponding and necessary rights, licenses, consents and permissions to the Customer Content submitted, uploaded, stored, managed, published and/or used. Customer shall indemnify and hold Storyblok harmless (including costs and reasonable attorney-fees) against any actual or threatened claim, loss, cost, expense, damages, liability or similar in this respect.

7.      Intellectual Property

7.1.       Storyblok Ownership Rights. The Storyblok Services and any and all Intellectual Property Rights embodied in the Storyblok Services, including the know-how and methods by which the Storyblok Services are provided and the processes that make up the Storyblok Services, and its original content, features and functionality and any updates, upgrades, additions, modifications or other developments made or conceived by Storyblok (irrespective of which party provided the greater actual or financial contribution to its creation) are and will remain the exclusive property of Storyblok. Except for the limited and express rights granted hereunder, Storyblok reserves all rights, title and interests in and to the Storyblok Services and any Confidential Information of Storyblok.

7.2.       Storyblok Logos & Marks. The Storyblok Services, trademarks, trade names, service marks, and logos, whether or not registered are legally protected. Storyblok trademarks, trade names, service marks, logos and property rights may not be used in any way without the prior written consent of Storyblok.

7.3.       Customer Content Ownership. As between Customer and Storyblok, Customer Content is owned or rightfully licensed by Customer. Customer grants Storyblok a non-exclusive, worldwide, free and, within the framework of the Agreement, unlimited right to use the Customer Content for the term of the Agreement; this right of use is restricted to the purpose of the proper fulfillment of the Agreement and the provision of the Storyblok Services.

7.4.       Feedback. Customer may provide Storyblok suggestions or comments for enhancements or improvements, new features or functionality or other feedback for the Storyblok Services or other services, performances or information provided by Storyblok ("Feedback"). If Customer does provide Feedback, Storyblok will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality or implementation or usage of Feedback. Storyblok may at its sole discretion and without any obligation to compensate or reimburse Customer, irrevocably use, incorporate and otherwise fully exercise and exploit, commercialize or modify any such Feedback or parts of it in connection with any of its products and services without any restriction whatsoever.

7.5.       Usage Data. Storyblok may collect Usage Data. Storyblok owns, shall own and shall continue to own all right, title and interest in and to all Usage Data.

8.      References

8.1.       Reference Customer. Customer grants Storyblok and its Affiliates a right to name Customer as a reference customer and display Customer's logo on Storyblok's website and online-, social- or print-media.

8.2.       Marketing Activities. Customer grants Storyblok and its Affiliates a right to use any corporate names, logos, trademarks, and similar for advertising and marketing purposes - without any deviation to and solely within Customer's brand guidelines. It is Storyblok's obligation to request and ensure fulfillment of Customer's brand guidelines. In the event Customer has identified deviations from its guidelines, Customer will inform and request Storyblok to correct the deviation within one week.

8.3.       Press Releases. Storyblok and its Affiliates may issue a press release announcing Customer's selection of the Storyblok Service. The text of the press release will be subject to Customer's prior written approval, not to be unreasonably withheld or delayed.

9.      Warranties

9.1.       Warranty. Storyblok is a service provider. Storyblok provides the Storyblok Services in accordance with the Agreement. Storyblok is providing the Storyblok Services diligently and with adequate care. Storyblok will provide the Storyblok Services in accordance with all laws applicable to Storyblok. Storyblok will use appropriate software to scan the Storyblok Services for viruses or similar malicious software or code.

9.2.       Disclaimer of Warranty. Storyblok provides software as a service and therefore does not warrant or guarantee that the Storyblok services will be uninterrupted, bug-free, error-free, or fully functional at all times. Except as expressly set forth in this Agreement, the Storyblok Services are provided "as is" and "as available" and without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. Storyblok does not warrant that the Storyblok Services or Apps are compatible with the software, hardware, or IT environment of the Customer. Storyblok does not warrant any commercial success of any kind as a result of the use of the Storyblok Services. To the fullest extent allowable by law, Storyblok expressly disclaims all warranties other than those expressly set forth in this Agreement.

9.3.       Remedy. If Storyblok breaches its warranty under Section 9.1 (a) Storyblok will use reasonable efforts to correct the non-conformity or any bugs, errors or other failures ("Defects") within reasonable time after being notified of such Defects. If Defects occur, Customer shall immediately provide written notification to Storyblok by describing the Defect in reasonable detail. If Customer fails to do so, Customer may no longer assert any claims under warranty. The existence of Defects must always be proven by the Customer. The warranty is furthermore limited to reproducible Defects. In case of minor Defects (meaning defects that only slightly impair the usage of the Storyblok Services) any warranty claims of Customer shall be excluded but Storyblok will use reasonable efforts to remedy slight Defects within updates generally made available to its customers. In case of material Defects (=meaning defects that prohibit or severely impair usage of the Storyblok Services), if Storyblok does not remedy or provide workarounds for any such material Defects within reasonable time (whereas such time must allow for at least 2 (two) attempts of rectification for Storyblok), Customer's sole and exclusive remedy shall be to be entitled to request either (i) a reasonable price reduction proportionate to the Defect or (ii) in case further use of the Storyblok Services is commercially unacceptable due to the material Defects, to terminate the Agreement in accordance with Section 12.2 b) below. This warranty does not apply to (a) issues caused by misuse or unauthorized modifications, or (b) Trials, Free Use & Betas or other free, beta, testing or evaluation use. Storyblok may access Customer Spaces to investigate, verify and remedy Defects.

9.4.       No warranty for third party offerings. While it is in Storyblok's full interest that any Third Party Services provided by third-parties via Storyblok App Store or otherwise are working with the same highest quality Storyblok's customers are expecting, Customer understands and agrees that Storyblok cannot guarantee such quality or performance. Any purchase, access or use by Customer of such Third Party Services or services, and any exchange of data between Customer and any Third Party Services provider, product or service is solely between Customer and the Third Party Services provider. Customer understands and agrees that Storyblok will not be liable for any Third Party Services in any way, including any disclosure, modification or deletion of data resulting from the use of Third Party Services.

10.    Limitation of Liability

10.1.    Limitation of Liability. Storyblok's entire liability for damages arising out of breaches of (i) Section 6 or (ii) Section 11, caused by Storyblok's slight negligence will not exceed in the aggregate the amounts paid by Customer to Storyblok during the 12 months prior to the first incident from which liability arose. Multiple claims shall not increase Storyblok's liability. Notwithstanding the foregoing, Storyblok's entire liability for any other damages caused by slight negligence is explicitly excluded.

10.2.    Exclusion of Indirect Damages & Liability. Storyblok will in any case not be liable for any indirect damages (including any lost profits, lost revenues, loss of goodwill, loss of reputation, loss of use, loss of data (see below), interruption of business or any other intangible losses, or for any indirect, special, incidental, or consequential damages of any kind). Storyblok shall be liable for loss of data to the extent Storyblok is solely responsible for such data loss; in such case Storyblok's liability shall be subject to Section 10.1. and  limited to the actual recovery costs.

10.3.    Limitation Period & Burden of Proof. Any claims for damages are subject to a limitation period of one (1) year from the date of Customer's knowledge of the damage. The aggrieved Customer must prove the existence of gross negligence or intent.

11.    Confidentiality, Security and Data Protection

11.1.    Confidentiality. Both Parties shall treat Confidential Information confidential and shall maintain its secrecy. Each Party agrees to exercise due care in protecting the Confidential Information from unauthorized access, use and disclosure. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own confidential or proprietary information, to protect Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of the Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other Party's prior written consent. Either Party may disclose Confidential Information to its or its Affiliates' employees, contractors, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement. If a Party is required by law, a valid court or governmental order, or in order to avert criminal prosecutions or great damage to disclose Confidential Information, such Party shall (i) (to the extent legally possible) provide the disclosing Party with prior written notification thereof, (ii) provide the disclosing Party with the opportunity to contest such disclosure, and (iii) use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

11.2.    Personal Data. Both parties shall comply with the applicable data protection laws and regulations, including the provisions of the European General Data Protection Regulation (GDPR). To the extent that Storyblok processes any Personal Information (as defined in the DPA) contained in Customer Content subject to GDPR, the Storyblok Data Protection Agreement (www.storyblok.com/legal/dpa) shall apply to such processing. Storyblok collects and processes certain personal data in connection with providing the Storyblok Services as a Controller (e.g. access credentials, email addresses etc.). To the extent such data is subject to GDPR, Storyblok is a Data Controller and such data is processed in accordance with the Storyblok Privacy Policy (www.storyblok.com/privacy-policy).

12.    Termination

12.1.    Term. Except in cases of automatic renewal the Agreement and the use of Storyblok Services terminates with the last day of the agreed term. For the sake of clarity, the Agreement may not be terminated for convenience during the agreed term.

12.2.    Termination for Cause. Both Parties are entitled to terminate the Agreement and the use of Storyblok Services at any time with immediate effect and without any liability if the other Party does not comply with the Agreement in any essential point despite being requested in writing by the other Party to refrain from such breach by setting a reasonable grace period which shall in any case not exceed fourteen (14) days.

a)       Storyblok may terminate the Agreement for cause if Customer materially breaches the Agreement. A material breach by the Customer includes, but is not limited to, breach of any payment obligations, breach of sections 3.9., 3.10, 3.11, 3.12, 5 and 6.2 and a failure to cure such breach within fourteen (14) days after written notification and request to do so.

b)       Customer may terminate the Agreement for cause if Storyblok materially breaches the Agreement the Agreement in any essential point and fails to cure such breach within fourteen (14) days after written notification and request to do so.

12.3.    Consequences of Termination. In case the termination following Section 12.2.a) affects a period covered by pre-paid fees, the termination will be effective immediately; no pre-paid fees whatsoever (including Subscription Fees covering the remainder of the Term) will be refunded. In addition, all fees for services and/or products provided by Storyblok and not yet paid by Customer become due and owing immediately and shall be paid by Customer. In case of termination following Section 12.2 b) any pre-paid fees for any unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month). In both cases, (Section 12.2 a) and 12.2 b.)) any consumption-based fees will be charged and calculated according to the actual usage.

12.4.    No Further Use. Upon the effective date of termination, (i) all rights, licenses, and subscriptions granted to Customer under the Agreement will cease immediately; (ii) Customer shall immediately stop (and cause any Affiliates and Users to stop) using the Storyblok Services, whereby following the effective date of termination, any access and use of the Storyblok Services by Customer shall be an infringement and/or misappropriation of Storyblok's proprietary rights; and (iii) Customer shall immediately either return or destroy (at Storyblok's discretion) all Storyblok Confidential Information and certify the same in writing to Storyblok.

12.5.    Deletion of Customer Content. Storyblok will use commercially reasonable efforts to continue to store Customer Content for up to 90 days to allow for any potential renewal requests by Customer. During such period Customer may contact Storyblok to inquire renewal of its subscription, subject to the then applicable fees. Storyblok will not be liable for any data loss resulting from termination of this Agreement.

13.    Applicable Law & Jurisdiction

13.1.    Applicable Law. This Agreement shall be governed and construed in accordance with the laws of Austria without regard to its conflict of law provisions and the UN Convention on the Sale of Goods.

13.2.    Jurisdiction. The competent court with subject matter jurisdiction located in Linz (Austria) shall have exclusive jurisdiction for any and all claims resulting from or in relation to the Agreement.

14.    Self Service

14.1.    Self-Service Customers. Storyblok Services may be available via self-service. In case You subscribe to Storyblok's Services via self-service-checkout in the Storyblok App (app.storyblok.com) You are considered a Self-Service Customer. This Section 14 is applicable if You are a Self-Service Customer only. For the sake of clarity, any reference to "Customer" in the Agreement shall refer to You as Storyblok's Self-Service Customer.

14.2.    Restriction. In case the Organization for which You act directly or indirectly has entered into an Order Form with Storyblok (Enterprise Plan Customer) You are prohibited from creating or using a Self-Service Account using Your Organization's email address. Storyblok reserves the right to suspend Your Access to the Storyblok Services or terminate the Agreement with you at any time and without notice in case You sign-up as a Self Service Customer using your Organization's email address when an Order Form with Your Organization is in place (irrespective of whether You became a Self-Service Customer prior or after the Order Form with the Enterprise Plan Customer is in place). Any prepaid-fees will be refunded in such case on a timely pro-rata basis.

14.3.    Applicable Terms. Solely the unmodified standard Storyblok terms and conditions available under www.storyblok.com/terms and no other terms will form part of the Agreement between You and Storyblok. In case of any discrepancies between the rules stipulated in this Section 14 and any other part of these Terms, the terms of this Section 14 will prevail the relevant part of the Terms.

14.4.    Fees. The applicable fees will be determined in the Storyblok App. If Customer exceeds any usage limits or other limits as indicated on Storyblok's pricing page (https://www.storyblok.com/pricing; including but not limited to components, API requests, stories, traffic, etc.), Customer shall be billed at the fee amounts specified in the pricing page. If limits are reached Customer acknowledges that this may result in limitations, suspension or restrictions (including unavailability or suspension of Storyblok Services or parts of it or unavailability of the Customer Content or Customer websites). Customer may upgrade to a Storyblok subscription with higher limits.

14.5.    Billing. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are depending on the type of the subscription plan Self-Service Customer selects when purchasing a subscription. These Terms form an integral part of the Agreement entered into between You and Storyblok.

14.6.    Period of Coverage. Storyblok will indicate the subscription term within the Storyblok app. You will have the option to select a specific or unspecific period of coverage; upon selecting such period of coverage, the period selected shall constitute the Billing Cycle and You shall pay the subscription fees set out in the subscription process.

14.7.    Automatic Renewal. Any timely specified Subscription Term shall automatically renew for successive terms equal to the term agreed in the subscription process unless You cancel the subscription's renewal via the self-service platform at least thirty (30) days prior to the expiration of the then-current billing cycle. If You fail to do so, subscription will, subject to Section 14.10 and 14.14, automatically renew under the exact same conditions.

14.8.    Payment. 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 company name, full name of the contact person, address, state, zip code, country, telephone number, mail-address, VAT (or equivalent)-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 methods. Incorrect or incomplete information can lead to an additional effort for Storyblok, which will be charged to You. 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. Should automatic billing fail to occur for any reason for more than one Billing Cycle Storyblok shall be entitled to terminate the Agreement with 30 day prior notice.

14.9.    Subscription Fee Changes. 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; adjusted prices will be charged beginning with the consecutive Billing Cycle. Your continued use of Storyblok Services after the subscription fee change comes into effect constitutes your agreement to the modified subscription fee.

14.10.  Availability. In express deviation to Section 4.1 of the Terms, Storyblok will provide the Storyblok Services with a best possible availability as described in the respective Storyblok pricing page (https://www.storyblok.com/pricing).

14.11.  Backups. Storyblok does not create or provide any back-ups of Customer data. It is the sole responsibility of Customer to create back-ups of its data. Storyblok shall not be liable for any data loss.

14.12.  References. You grant Storyblok a right free-of-charge to use your Organization as a reference customer on the Storyblok website or in other online or print media as well as on any (social) media platforms. Storyblok may use your Organization's corporate names (as part or in whole), logos, trademarks, and/or similar identifiers for any advertising and/or marketing purposes. Storyblok may issue a press release announcing your Organization's selection of the Storyblok Service. The content of the press release will be subject to Storyblok's own discretion.

14.13.  Limitation of Liability. Storyblok shall only be liable in case of severe gross negligence or intent. Storyblok's entire liability for any other damages caused by slight negligence or non-severe gross negligence is explicitly excluded. Storyblok will in any case not be liable for any indirect damages (including any lost profits, lost revenues, loss of goodwill, loss of reputation, loss of use, loss of data, interruption of business or any other intangible losses, or for any indirect, special, incidental, or consequential damages of any kind).

14.14.  Termination. If you have agreed to use Storyblok Services for an indefinite period, both You and Storyblok are entitled to terminate the Agreement in writing at the end of each Billing Cycle. Any Storyblok Services and/or Your account may be terminated within the provided options as mentioned above through the Account and/or respective management tools.

14.15.  Changes of Applicable Terms. Storyblok reserves the right, at Storyblok's sole discretion, to modify or replace these Terms at any time. If a revision is material Storyblok 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 Storyblok's sole discretion. By continuing to access or use Storyblok Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You shall stop using the Storyblok Service. Any pre-paid fees shall not be refunded. Any of Your claims in this regard shall be excluded or waived.

15.    Trial Use, Free Use & Beta Features

15.1.    Free Use, Trial Use & Beta Features. Storyblok may, in its sole discretion, offer Storyblok Services or features on a free or a trial for a limited period of time basis or as experimental, alpha, beta or other early access offerings ("Trials, Free Use & Betas"). Trials, Free Use & Betas may be inoperable, incomplete, or include features that Storyblok may - at its sole discretion - add, remove, change, modify, separately release, release under a paid subscription or never release. Storyblok reserves the right to make certain Trials, Free Use & Betas previously made available free of charge only under its paid subscription plans, or for specific plans requiring additional payment.

15.2.    Storyblok Labs. Beta features or services are made available in particular (but not only) through the Storyblok Labs within the Storyblok Services. Features or services contained or made available in the Storyblok Labs are to be considered Beta features or services in any case and subject to this Section 15.

15.3.    Billing Information. In case of Self Service, Customer may be required to enter Customers billing information in order to sign up for Trials, Free Use & Betas. If the Customer does enter the billing information when signing up, Customer will not be charged by Storyblok until the free trial has expired. On the last day of the free trial period, unless Customer cancelled the subscription, Customer will be automatically charged the applicable subscription fees for the type of subscription Customer has selected.

15.4.    Changes. At any time and without notice, Storyblok reserves the right to (i) modify the Agreement or any part of it and/or (ii) cancel such Trials, Free Use & Betas and/or (iii) restrict access to or testing or use of the Trials, Free Use & Betas at any time in its sole discretion.

15.5.    Deletion of Data. Customer acknowledges that Customer data or information can be deleted and/or lost at any time and Customer assumes sole responsibility for any data backup. Storyblok assumes no liability for any damage caused by (even partial) loss or destruction of data or information.

15.6.    Third Party Service Providers. As part of the Trials, Free Use & Betas Storyblok may use third-party service providers to provide certain functionalities. By using Trials, Free Use & Betas Customer acknowledges and agrees that data may be shared with and/or processed by such third party service providers. For more information on third party service providers used within the Storyblok Services please refer to the Storyblok Privacy Policy and the Storyblok DPA.

15.7.    AI Features. Trials, Free Use & Betas (including the Storyblok Labs) may contain AI Features.

15.8.    No Warranties. For Trials, Free Use & Betas Storyblok will not be liable for any damages. For Trials, Free Use & Betas any and all warranties are excluded and the Storyblok Services are provided "as-is" and "as-available", without warranties of any kind, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. In particular, Storyblok does not warrant that Trials, Free Use & Betas are available, uninterrupted, free from any defects, errors, bugs or other flaws or perform certain functionalities. Storyblok does not warrant any specific results of any kind whatsoever or any performance. Trials, Free Use & Betas - Customers use the Storyblok Services at their own risk.

15.9.    No Liability. Storyblok shall not be liable for any claim, damages or other liability in the connection with the Storyblok Services or features offered as Trials, Free Use & Betas.

16.    Miscellaneous

16.1.    Legal Notices. Except for any sales or accounting related topics, any written legal notices, requests, sub-processor notifications, or other legal communications between the parties shall be sent to the email address set forth in the Order Form. If the no such legal notice E-Mail is provided or the E-Mail cannot be delivered, Customer acknowledges and agrees that all notices, will be sent to the email address of the then active Organization Admin(s). Customer shall inform Storyblok in writing of any changes of its contact information at legal@storyblok.com.

16.2.    Links to other Websites or Services. Storyblok Services may contain links to Third Party Services or third party websites that are not contracted, 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. Storyblok strongly advises the Customer to read the terms and conditions and privacy policies of any third-party website that Customer visits. Customer acknowledges and agrees 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.    Assignment. Customer may not assign the Agreement or any rights or obligations under the Agreement to a third-party without Storyblok's prior written consent. Storyblok may transfer or assign the Agreement or its rights and obligations under the Agreement to any of its Affiliates. Such assignment shall be made and become effective with written notice (email) to the Customer. This Agreement is binding upon the Parties and their heirs, executors, legal and personal representatives, successors and assignees, as the case may be. For purposes of the Agreement, any change of control will be deemed an assignment.

16.4.    Errors or Adjustment Clause. Customer has full knowledge of all circumstances concerning the Storyblok Service. Customer is aware of its true value. A contestation of the contract due to error or any other avoidance or adjustment clause (e.g. laesio enormis) is expressly excluded between the Parties.

16.5.    Force Majeure. Storyblok will not be deemed in breach of the Agreement for any cessation, interruption, failure, breakdown or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including, but not limited to, earthquakes, weather events, floods, fires, or other natural disasters, acts of God, labor controversies, civil disturbances, terrorism (including cyber-terrorism), war (whether or not officially declared), consequences of epidemic or pandemic crisis, technical breakdowns or interruptions of third parties (including acts or omissions of internet traffic carriers), loss of electricity or other utilities, cyber attacks (e.g., denial of service attacks), delays by Customer in providing required resources or cooperation, or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or compliance with or any change in or the adoption of any law, regulation, judgment or decree or other acts or omissions of regulatory or governmental authorities that impact the availability, performance or delivery of the Storyblok Services.

16.6.    Waiver. Any non-enforcement of any right or provision of the terms of the Agreement will not be considered a waiver of those rights.

16.7.    Severability. Should any provision of the Agreement 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 a case, the invalid and legally ineffective provision shall be replaced by one which is legally effective and valid and commercially corresponds to the provision replaced – insofar as possible and legally admissible.

16.8.    Entire Agreement. The Agreement supersedes and replaces any prior agreements between the Parties relating to the subject matter hereof. Agreements or arrangements that diverge from the Agreement require Storyblok's prior written confirmation. In the event of a conflict between these Terms and the Order Form or any other document, the Order Form takes precedence over the Terms and the Terms take precedence over any other document.

16.9.    Survivability. The provisions of this Agreement which by their terms or nature call for performance subsequent to termination or expiration of this Agreement shall remain operative and in full force and effect, including, but not limited to, all express representations and warranties, limitations of liability, choice of law and venue, confidentiality, and indemnifications.

Previous Versions

1. OVERVIEW

1.1 Applicability. These terms and the Agreement apply between Storyblok and Customer for Storyblok enterprise subscriptions and services purchased by Customer. 

1.2 No Other Terms. Except any terms expressly set out in the signed Order Form or the Agreement, no other terms and conditions, documents, requirements or information of Customer or any third party (including terms referenced in any request for information, request for proposal, purchase order, website or similar) apply even if Storyblok does not expressly object to them. Other information, including information provided by Storyblok's staff, on Storyblok's website or in any marketing material, as well as Customer's requests for proposals, specifications in mails or any other documents not explicitly linked or referenced in the Agreement do not apply and are non-binding.

1.3 No Self-Service Use. Customer and its Affiliates may not sign up, continue to be signed-up, or use Storyblok’s Self-Service Subscription plans while an enterprise subscription is active and Customer shall ensure that its and its Affiliates’ staff and personnel neither sign up for nor continue to use any Self-Service Subscriptions. If Customer, or its Affiliates sign up or continue to be signed up for a Self-Service Subscription, solely the unmodified Self-Service Terms as published by Storyblok apply. For the avoidance of doubt, Storyblok does not support any renewal, downgrade or migration of enterprise plan subscriptions as or to Self-Service Subscriptions.

2. DEFINITIONS

2.1 Affiliate means, with respect to a party, any entity Controlling, Controlled by, or under common Control with a party, where “Control” means direct or indirect ownership or control of more than 50% of shares or equivalent interests.

2.2 Agreement means the entire contractual relationship between Storyblok and Customer, including the Order Form, these Enterprise Terms, Storyblok DPA (to the extent applicable), Storyblok AI Terms, Storyblok Expert Services Terms (to the extent applicable), Technical Limits and any other documents agreed or incorporated by reference.

2.3 AI Features means functionality using large-language models, machine learning, or similar technologies, as described in the Storyblok AI Terms (https://www.storyblok.com/legal/ai-terms-and-conditions).

2.4 Confidential Information means any information disclosed by one party to the other that is marked as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) was already known to the recipient without restriction before disclosure; (iii) was lawfully disclosed to the recipient by a third party without restriction; or (iv) is independently developed by the recipient without using the disclosing party's confidential information.

2.5 Customer means the individual or organization, business, or other legal entity entering into the Agreement with Storyblok.

2.6 Customer Content means any electronic content (e.g. text, files, images, code, data or other materials) that Customer or its Users input, upload, submit, store, manage, publish or otherwise make available within or through the Storyblok CMS.

2.7 Documentation means the instructions, user guides, help files, and technical materials for the Storyblok CMS as updated by Storyblok from time to time.

2.8 Included Quotas means the usage limits or quotas (including e.g. Users, Spaces, Assets, Locales, API Requests, AI Credits) defined in the Order Form or otherwise agreed between the Parties.

2.9 Initial Term means the initial subscription period for the Storyblok CMS, starting with the Subscription Start Date, defined in the Order Form.

2.10 Intellectual Property Rights means all intellectual property rights worldwide, whether registered or unregistered, including any patent, patent applications, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), know-how, trade secret, trade right, formula, confidential or proprietary report, data or information any computer program, software, database or data right, and any license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

2.11 Material Change means (i) removal or material decrease in main functionality of latest (as of the start of the subscription term) core Storyblok APIs without suitable replacement or (ii) material changes that would cause an external system interfacing the latest Storyblok APIs to become non-operational. 

2.12 Order Form means the mutually (electronically) signed document that sets forth the terms of the subscription (including e.g. subscription plan, Subscription Fees, Subscription Term, Included Quotas) and other services.

2.13 Renewal Term means each successive renewal subscription period following the Initial Term, each with the duration equal to the Initial Term, unless specified otherwise in the applicable Order Form.

2.14 Self-Service Subscription means a Subscription to the Storyblok CMS that a customer purchases directly through Storyblok’s online checkout process without entering into an Order Form, where subscription selection, billing, renewal, and payment are fully managed through the Storyblok self-service interface using the payment methods and subscription management options provided therein. A Self-Service Subscription is concluded on the basis of Storyblok’s standard Self-Service Terms only.

2.15 Storyblok means the contracting Storyblok entity identified in the Order Form.

2.16 Storyblok CMS means the standardized subscription-based software-as-a-service (SaaS) headless content management system accessible via app.storyblok.com, as modified, updated or otherwise changed by Storyblok from time to time.

2.17 Storyblok DPA means the Storyblok Data Processing Agreement.

2.18 Storyblok Expert Services means advisory services or onboarding and enablement sessions for which the Storyblok Expert Services Terms apply and prevail.

2.19 Subscription means Customer’s agreed use of the Storyblok CMS during the Subscription Term subject to payment of Subscription Fees.

2.20 Subscription Fees means the fees payable for the Subscription Term.

2.21 Subscription Term means the Initial Term and any agreed Renewal Term.

2.22 Technical Limits means the Technical Limits implemented to maintain the continuous operation of Storyblok’s shared-service infrastructure as updated from time to time.

2.23 Third-Party Services means any third party applications, extensions, integrations, connectors, add-ons, or other software components or apps, all made available through the Storyblok App Store or any websites or services linked by Storyblok.

2.24 Trials, Free Use & Betas means services or features that Storyblok may, in its sole discretion, offer free of charge, on a trial basis, or as beta, experimental, or early-access releases, including (i) free-tier plans and any access granted without a subscription fee, (ii) access on a trial or testing basis or for non-production use, including time-limited/unlimited trials, pilot subscriptions, and sandbox subscriptions or environments made available to partners, prospective customers, or existing customers for testing and evaluation or (iii) alpha-, beta-, experimental, or early-access releases, including features or services designated as alpha, beta, experimental, or early access, and anything made available through Storyblok Labs.

2.25 User means any individual authorized by Customer or a Customer Affiliate to access the Storyblok CMS on Customer’s behalf.

3. STORYBLOK CMS

3.1 Right to Use. Subject to full payment of the Subscription Fees, Storyblok grants Customer during the Subscription Term a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the Storyblok CMS in accordance with the Agreement, for its own internal business within the scope defined in the Documentation, subject to all Included Quotas and Technical Limits. 

3.2 Subscription Term & Renewal. The Initial Term is set out in the Order Form; if no such Initial Term is defined, the Initial Term shall be one (1) year. Unless otherwise noted in the Order Form, any subscription automatically renews for successive terms equal in length to the Initial Term (each a "Renewal Term"), unless either party notifies the other party in writing (to Storyblok via email to sales@storyblok.com) of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term. If Customer does not give timely notice, the subscription renews and Storyblok is entitled to invoice and collect the then-applicable Subscription Fees.

3.3 Affiliate Use. Customer may extend its right to access and use the Storyblok CMS provided herein to its Affiliates and to Users acting on Customer’s or Customer’s Affiliates’ behalf, provided that Customer remains responsible and liable for their compliance hereunder. An Affiliate may also directly purchase Storyblok CMS pursuant to the terms of this Agreement provided that such Affiliate executes an Order Form and agrees to be bound by the terms of this Agreement. Customer hereby authorizes Storyblok to share the content of this Agreement with Customer’s Affiliates for such purpose.

3.4 User Management. User access credentials must not be shared or used by more than one (1) individual User. However, User access credentials may be reassigned to new Users replacing former Users who no longer require access to the Storyblok CMS. Customer and Users are responsible for maintaining the confidentiality of all access credentials and login information. Customer is solely responsible for any and all activities that occur under or in connection with its access credentials. 

3.5 Included Quotas. Each subscription includes certain quotas (e.g. spaces, users, assets, locales, traffic, API requests etc.) as set out in the Order Form. Storyblok measures Customer's usage and displays it within the Storyblok CMS. Any additional purchases or overuse of included quotas will be charged at the rates set out in the Order Form, invoiced together with the next invoice or separately, in each case in accordance with the agreed payment terms. Unused included quotas expire at the end of each contract year and do not carry over.

3.6 Customer Responsibilities. Customer shall: (i) use the Storyblok CMS only as permitted under the Agreement and ensure its and its Affiliates’ Users’ compliance with the Agreement in writing; (ii) be solely responsible for any implementation and obtaining, maintaining and configuring any equipment and ancillary services needed to connect to, access or otherwise use the Storyblok CMS, including, without limitation, modems, hardware, servers, software, operating systems, network- or internet connection, web servers, web-browsers and the like; (iii) update its software, applications, services, equipment, websites or integrations to accommodate any changes to the Storyblok CMS; (iv) be solely responsible for any and all activities that occur under its access credentials; (v) implement state-of-the-art technical and organisational measures to safeguard the access credentials for the Storyblok CMS and prevent unauthorized access to or use of the Storyblok CMS; (vi) immediately notify Storyblok (security@storyblok.com) of any actual, threatened or suspected cyber attack, breach of security, breach of data protection obligations, password misuse or any other unauthorized use or access of the Storyblok CMS and omit anything that could cause financial losses or data leaks in such cases; (vii) provide and maintain accurate and complete information within the Storyblok CMS; (viii) follow Storyblok’s reasonable instructions to maintain security or integrity; (ix) be solely responsible to create and/or configure backups of its data (including backups of Customer Content and any of its other data and information); and (x) use the current version of the Storyblok CMS.

3.7 Usage Restrictions. Customer shall not, and shall not permit, facilitate, or encourage any third party to: (i) use the Storyblok CMS or any part of it, outside the scope expressly agreed in this Agreement including any Included Quotas and restrictions defined in the Order Form; (ii) sell, resell, license, sublicense, distribute, transfer, rent, lease, or otherwise make available or commercially exploit the Storyblok CMS or act as a reseller for Storyblok; (iii) modify, copy, or create derivative works of the Storyblok CMS or any part thereof; (iv) disassemble, reverse engineer, decompile, or otherwise attempt to derive or access the source code, underlying algorithms, architecture, or structure of the Storyblok CMS, or use the Storyblok CMS or any information or materials obtained through such access to analyse, benchmark, or replicate any features, functionality or architecture of the Storyblok CMS; (v) access or use the Storyblok CMS, directly or indirectly, for the purpose of developing, improving, or informing any product or service that competes with the Storyblok CMS; (vi) access, tamper with, or use non-public areas of the Storyblok CMS, Storyblok's infrastructure systems, or the technical delivery systems; (vii) probe, scan, test or assess the vulnerability of the Storyblok CMS or Storyblok's or Storyblok's providers’ systems or networks, or breach or circumvent any of Storyblok's security or authentication measures; (viii) share User access credentials across multiple Users or circumvent any feature, functionality, or licensing restrictions enforced within the Storyblok CMS.

3.8 Acceptable Use Policy. Customer may not use, or facilitate, encourage, or allow any third party to use, the Storyblok CMS or any part of it: (i) for any illegal or fraudulent activity or to promote illegal or harmful activities or substances; (ii) to violate the rights of others, including any third party privacy rights, patent, copyright, trademark, trade secret, moral rights or other intellectual property rights; (iii) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; (iv) for any content or activity that promotes child sexual exploitation or abuse; (v) to violate the security, integrity, or availability of any User, network, computer or communications system, software application, or network or computing device; (vi) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or "spam"). Storyblok reserves the right and the sole discretion to refuse, suspend or remove any Customer Content that violates the Agreement or applicable law.

3.9 Suspension. Storyblok may, at its reasonable discretion, partially or fully suspend, restrict, limit, or throttle Customer's access to or use of the Storyblok CMS, or any part thereof - including without limitation access rights, Users, available features, API throughput, data volumes, or storage capacity - if Storyblok reasonably believes that: (i) the stability, integrity, availability or security of the Storyblok CMS, Storyblok's infrastructure, or any Storyblok customer is at risk, or (ii) Customer is in breach of the Agreement. 

Storyblok will try to inform Customer of any such measures in advance; given the criticality of the above-mentioned circumstances, Storyblok may act without prior notice and will then try to inform Customer of measures taken without undue delay. 

Storyblok shall have no liability for any damages, liabilities, losses or consequences (including any loss of data or profits), incurred by Customer as a result of a justified suspension or limitation and Customer expressly waives any claims against Storyblok in connection therewith. Customer remains liable for all Subscription Fees accruing during any period of justified suspension. For any unjustified suspension or limitation, Storyblok shall be liable in accordance with the limitations set out in the Agreement.

3.10 Updates. The Storyblok CMS is a software-as-a-service (SaaS) solution and regularly updated, further developed, changed or modified (“Updates”). Any Updates will be applied automatically. Storyblok is not liable for any incompatibilities that may arise due to Updates. 

3.11 Material Changes. Material Changes are announced at least 30 days prior to such change being implemented. Following such notice, Customer may raise commercially reasonable objections within 15 days. Upon receipt of a timely objection, the Parties will work in good faith to find a mutually acceptable solution. If no solution is agreed within 30 days of Storyblok's original notice, either party may terminate the Agreement with effect from the date the Material Change comes into force; any pre-paid fees for unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month). If no objection is raised any Material Change shall be deemed accepted. The remedies set out in this clause are Customer’s sole and exclusive remedy under these circumstances and Customer hereby waives all further claims for damages, compensation, and other remedies arising in connection therewith.

3.12 Third-Party Services. The Storyblok CMS may interoperate with or link to Third-Party Services. Such services are governed solely by their providers’ terms. Storyblok is not responsible for their availability, security, accuracy, reliability or content, even if accessible via the Storyblok App Store and use is at Customer’s sole risk. Customer understands and agrees that Storyblok will not be liable for any Third-Party Services in any way, including any disclosure, modification or deletion of data resulting from the access or use of Third-Party Services.

3.13 AI Features. If Customer accesses or uses AI Features, the Storyblok AI Terms apply and take precedence in case of any conflict.

3.14 Trials, Free Use & Betas. Storyblok may, at its sole discretion, offer Customer access to Trials, Free Use & Betas. If Customer accesses or uses Trials, Free Use & Betas the following terms apply and prevail in case of discrepancies to the rest of the Agreement: (i) Trials, Free Use & Betas may be incomplete, contain defects, or differ from commercial versions of the Storyblok CMS or services; (ii) Storyblok may modify, suspend, limit, or discontinue any Trials, Free Use & Betas at any time and without notice, and reserves the right to make any Trials, Free Use & Betas previously offered free of charge subject to a paid subscription or additional fees; (iii) any access designated as sandbox, testing, demo, non-production or similar - whether through a label or notice presented during sign-up or in a document - is provided strictly for testing and evaluation purposes; Customer shall not use such access to operate live or production environments, serve end users, or otherwise deploy the Storyblok CMS in a productive capacity; Storyblok may suspend or terminate such access immediately and without notice if it determines or suspects that Customer is using, or has used, such access in a productive capacity or otherwise inconsistently with its permitted purpose; (iv) Customer acknowledges that data used or generated within Trials, Free Use & Betas may be deleted or lost at any time without notice; Customer is solely responsible for maintaining any backups; (v) Trials, Free Use & Betas are provided "as is" and "as available" without warranties of any kind, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; Storyblok is not liable for Trials, Free Use and Betas and shall have no liability for any claim, loss, data loss, destruction or damage - including direct, indirect, incidental, consequential, special, or exemplary damages - arising out of or in connection with Trials, Free Use & Betas; Customer uses Trials, Free Use & Betas entirely at its own risk.

4. SLA

4.1 SLA. Storyblok will use commercially reasonable efforts to make the Customer Content available through the Storyblok Content Delivery API with an availability of at least 99.9% (Enterprise Premium Plan) or 99.99% (Enterprise Elite Plan) uptime annual average, excluding any scheduled Maintenance & Downtime. 

4.2 SLA Credits. If the uptime commitment is not met, Customer is eligible for a pro-rated refund credit for the next billing cycle corresponding to the duration of unavailability (per minute) as more closely defined in Annex 1. This SLA credit is Customer’s sole and exclusive remedy for uptime failures. 

4.3 Maintenance & Downtime. Storyblok CMS may become temporarily unavailable to perform maintenance, changes, modifications or upgrades. Storyblok will use commercially reasonable efforts to try to avoid scheduled maintenance, allocate scheduled maintenance to overall off-peak times and minimize its duration. Storyblok will notify Customer reasonably in advance of any scheduled maintenance. Customer claims arising from scheduled unavailability are excluded and/or waived.

5. SUPPORT & SERVICES

5.1 Technical Support. Storyblok will only provide Customer with technical support as detailed on the Storyblok Support (https://www.storyblok.com/trust-center/service-support) page.

5.2 Storyblok Expert Services. If Customer purchases Storyblok Expert Services, those services are provided in accordance with the purchased package and are governed by the Storyblok Expert Services Terms which take precedence for those services.

6. CUSTOMER CONTENT

6.1 Customer Content Ownership. As between the Parties, Customer retains ownership of all Customer Content. Storyblok acquires no rights in Customer Content other than those rights expressly granted in the Agreement.

6.2 Customer Content License. Customer grants Storyblok a non-exclusive, worldwide and free right to host, store, process, transmit, display and use the Customer Content as necessary to provide the Storyblok CMS. 

6.3 Customer Content Retention Periods. Unless Customer deletes its Customer Content earlier, Storyblok will (i) retain Customer Content during the Subscription Term and (ii) use commercially reasonable efforts to continue storing Customer Content for a period of up to 90 days after termination or expiration to allow for potential reactivation requests; after this period, Storyblok may delete Customer Content and any other data without further notice; Storyblok shall not be liable for any data loss following the effective date of the termination or expiration of the Agreement. 

6.4 Customer Content Responsibility. Customer is solely responsible for the Customer Content, including the legality, non-infringement of third party rights, content, accuracy and quality. Customer agrees that its use of the Storyblok CMS and all Customer Content complies with all applicable laws and does not infringe third party intellectual and personal rights. Customer guarantees to own or have all corresponding and necessary rights, licenses, consents and permissions to the Customer Content. Customer will not engage in any fraudulent, misleading, illegal, or unethical activities using or related to the Storyblok CMS. Storyblok has no duties of care, protection or warning in this respect. Storyblok has no obligation to screen or monitor any Customer activity or Customer Content. It is Storyblok's policy to respond to any claim that content stored, published and/or used on the Storyblok CMS infringes the rights of any third party. Storyblok reserves the right to remove infringing material or disable all links to the infringing material. Customer shall indemnify and hold Storyblok harmless (including costs and reasonable attorney-fees) against any actual or threatened claim, loss, cost, expense, damages, liability or similar resulting from or in connection with Customer Content.

6.5 Data Export. During the Subscription Term, Customer may export its Customer Content in a commonly used format, using the export tools described in the Documentation. After termination or expiration of the Agreement, Customer may request access to the Storyblok CMS during the retention period defined in Section 6.3 for the sole purpose of retrieving Customer Content. Where termination is a result of Customer’s breach of its obligations, recovery of Customer data may be made conditional upon the rectification of such breach (e.g. in case of nonpayment, upon payment of the fees due).

6.6 Content Backups. The Storyblok CMS includes functionality enabling Customer to connect its own cloud storage to create individual backups of its Customer Content. Customer is solely responsible to enable and configure any backup. In case Customer purchased Storyblok’s managed backup option, Storyblok provides both the backup functionality and cloud storage that Customer may use for backups; Customer remains solely responsible for configuring and initiating the backup process. Storyblok is not liable for any data loss resulting from Customer's failure to create individual backups of its Customer Content.

7. FEES & PAYMENT

7.1 Fees. Customer is obliged to pay the Subscription Fees, applicable Rate Card fees and other applicable fees for accessing and using the Storyblok CMS or other agreed services. The Subscription Fees for the Initial Term are determined in the Order Form. 

7.2 Renewal Fees. The applicable fees for any Renewal Term will be determined using the then-current standard list fees applicable for the renewed Storyblok CMS. Storyblok may, in its sole discretion and at any time, modify its standard fees. As between Customer and Storyblok, any such modifications will only become effective at the end of the then-current term for the next (consecutive) Renewal Term. Fees for Renewal Terms will not be adjusted based on promotional or one-time discounts but on Storyblok standard list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which the purchased subscription package is modified, will result in re-pricing at renewal without regard to the prior term's pricing.

7.3 Payment Term. Invoices are issued annually in advance and payable - unless otherwise agreed in the applicable Order Form - within 30 days from invoice date, free of any deductions or bank charges. Payments are deemed received when credited to Storyblok’s designated bank account without deductions.

7.4 Payments. Payments must be made in Euro (EUR) unless another currency is stated in the Order Form. Payments must be made via bank transfer (wiring). Customer shall provide and maintain accurate and complete billing information, including company name, contact person, address, email address, VAT or tax identification number, and any other information reasonably required. Storyblok reserves the right to charge Customer for additional administrative effort caused by inaccurate or incomplete billing information.

7.5 No Refunds. Unless explicitly stated otherwise, fees are based on subscriptions and/or services purchased and not actual usage. Unless explicitly stated otherwise in the Agreement, any fees paid, including, without limitation, Subscription Fees, are non-refundable.

7.6 Taxes & Charges. All fees are exclusive of any taxes. Customer is solely responsible to pay the taxes stated on the invoice and is not entitled to withhold any taxes from amounts due. Storyblok will not be responsible for any taxes based on the Customer's net income or taxes imposed on Customer arising from any consumption of goods and services. Storyblok will not be responsible for any other taxes, assessments, duties, permits, tariffs, fees, or other charges of any kind. Storyblok reserves the right to contest the determination of taxes by the tax authorities. Customer hereby indemnifies and holds harmless Storyblok for any taxes owed by Customer.

7.7 Late Payment & Default. In case of payment delays or default on a payment or in case Customer's use of the Storyblok CMS exceeds the prepaid amounts, Storyblok shall be entitled to: (i) choose to seek compensation of the actual damage incurred or apply the default interest rate (the default interest rate lies 9.2% per annum above the base interest rate on the marginal lending facility determined by the ECB, but not less than 8%); (ii) charge Customer (and Customer undertakes to reimburse) any costs of dunning and collection agencies incurred (including reasonable attorneys' fees) in the case of Customer default on payment insofar as they are necessary for the appropriate legal actions; (iii) demand immediate payment of any outstanding invoices for accrued Storyblok CMS usage (even if so far not yet due) or demand immediate payment for any Storyblok CMS usage in excess of prepaid amounts; (iv) require advance payment; (v) require appropriate security for future performance of Storyblok CMS; and/or (vi) suspend Customer's account or access to the Storyblok CMS with fourteen (14) days prior notice. 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 according to this provision. Other rights and remedies of Storyblok (including claims for compensation of the actual damage incurred by Storyblok) are expressly reserved.

7.8 Counterclaims. Any Customer's counterclaim may only be set off as long as such counterclaim is not contested by Storyblok or recognized by declaratory judgement.

7.9 Customer Formalities. Should Customer ask Storyblok to complete certain internal Customer-specific formalities (e.g. completion of vendor forms, qualification of Storyblok as a vendor, registrations, etc.) prior to processing any payment, Customer shall inform Storyblok immediately (and in any case prior to the execution of the Order Form), by providing all necessary information via email to accounting@storyblok.com. Without being obliged to, Storyblok may use reasonable efforts to complete or support the completion of such formalities. Neither this provision, nor the failure of Customer to inform Storyblok of any such formalities, nor the delay caused by Storyblok fulfilling such formalities shall be deemed an extension or postponement of the agreed payment term or allow Customer to delay any payments. For the sake of clarity, the Agreement does not depend on and is not affected by any Customer purchase order. Neither any internal Customer requirement to issue a purchase order for the Storyblok CMS or services, nor any failure or delay by Customer to issue such purchase order shall affect the agreed payment term.

8. INTELLECTUAL PROPERTY & INDEMNIFICATION

8.1 Storyblok CMS Ownership. The Storyblok CMS, including all underlying software, technology, know-how, and Intellectual Property Rights, are and remain the exclusive property of Storyblok or its licensors. Storyblok trademarks, names and logos may not be used without Storyblok’s prior written consent. No rights are granted beyond those expressly stated in the Agreement.

8.2 Storyblok IP Warranty & Indemnity. Storyblok warrants that the Storyblok CMS or services do not, to the best of Storyblok's knowledge, infringe Intellectual Property Rights of any third party. In case Storyblok is in breach of this non-infringement warranty and a claim, demand, action, suit or proceeding is made or brought against Customer by a third party alleging such infringement ("Infringement Claim"), Storyblok - subject to the limitations defined in this Agreement - indemnifies and holds Customer harmless from any damages (including reasonable costs and attorney-fees) finally awarded against Customer as a result of the Infringement Claim, provided that Customer (i) promptly gives Storyblok detailed written notice of the Infringement Claim (notification to the attention of legal@storyblok.com) whereas for the purposes of this Section 8.2 'promptly' shall mean in sufficient time so that Storyblok's ability to defend the claim is not jeopardized or prohibited, (ii) offers Storyblok sole and exclusive control of the defense and settlement of the Infringement Claim, and (iii) gives Storyblok all reasonable assistance requested by Storyblok, at Storyblok's expense. Customer may not settle any Infringement Claims, nor create any obligation on behalf of Storyblok, without the prior written approval of Storyblok. If Storyblok receives information about an infringement or misappropriation claim related to the Storyblok CMS, Storyblok may in its sole discretion and at its sole expense (i) modify the Storyblok CMS so that it no longer infringes or misappropriates such third party rights, (ii) obtain a license for Customer’s continued use of the Storyblok CMS in accordance with the Agreement, or (iii) terminate the Agreement upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term after the effective date of termination, calculated on a monthly basis. These indemnification obligations do not apply to the extent an Infringement Claim arises from (i) combination of Storyblok CMS with third party products, services or systems not provided by Storyblok; (ii) Customer Content; (iii) Customer’s breach of this Agreement; (iv) Customer's use of the Storyblok CMS in a manner not authorized by the Agreement, (v) unauthorized modifications of the Storyblok CMS, (vi) products or services for which there is no, or Customer pays no, fee. This Section 8.2 states Storyblok's sole liability to, and Customer's exclusive remedy against Storyblok for, any third party claims covered by this Section.

8.3 Feedback & Feature Requests. Customer may provide Storyblok suggestions or comments for enhancements or improvements, feature requests, new features or functionality or other feedback for the Storyblok CMS or other services, performances or information provided by Storyblok (“Feedback”). If Customer does provide Feedback, Storyblok will have full discretion to determine whether or not to proceed with the use, development or implementation of any Feedback. Storyblok may at its sole discretion and without any obligation to compensate or reimburse Customer, irrevocably use, incorporate and otherwise fully exercise and exploit, commercialize or modify any such Feedback or parts of it in connection with any of its products and services without any restriction whatsoever.

9. WARRANTIES

9.1 Warranty. Storyblok provides the Storyblok CMS and its services with (i) reasonable skill & care, (ii) in material accordance with the Agreement and (iii) in compliance with applicable law. Storyblok further warrants to maintain reasonable information security measures and use appropriate software to scan the Storyblok CMS for viruses or similar malicious software or code. 

9.2 Disclaimer of Warranty. Except as expressly set forth in this Agreement, the Storyblok CMS and services are provided “as is” and “as available” and without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness or suitability for a particular purpose, non-infringement or course of performance. Storyblok does not warrant that the Storyblok CMS is compatible with the software or hardware or IT-environment used by Customer. Storyblok does expressly not warrant any commercial success of any kind whatsoever. Storyblok does not warrant that the Storyblok CMS will be uninterrupted, bug-free, error-free, or fully functional at all times. 

9.3 Remedies. Storyblok will use reasonable efforts to correct any reproducible defect, bug, error or issue (“Defects”) within reasonable time after being notified of such Defect. The existence of Defects must always be proven by the Customer. Storyblok may access Customer Spaces to investigate, verify and remedy Defects. Storyblok will classify any reported Defect in its reasonable discretion in accordance with the severity classifications defined in the Storyblok Support page. Low and Medium Severity Defects or Defects that cannot be reproduced do not trigger warranty rights but Storyblok will use reasonable efforts to address such Defects within updates generally made available to its customers. If Storyblok fails to remedy a High or Critical Severity Defect within reasonable time (whereas such time must allow for at least two (2) rectification attempts), Customer's sole and exclusive remedy is to request either (i) a reasonable price reduction proportionate to the Defect or (ii) in case further use of the Storyblok CMS is commercially unacceptable due to the material Defects, to terminate the Agreement and receive a pro-rated refund of prepaid fees. If Customer fails to report Defects promptly, in any event within five (5) business days after its occurrence, Customer may no longer assert any claims under warranty. Warranties do not apply to: (i) issues caused by Customer's misuse, unauthorized modifications, or breach of this Agreement; or (ii) Trials, Free Use & Betas or other free, beta, testing or evaluation use. 

10. LIABILITY

10.1 Limitation of Liability. Storyblok's entire liability for damages arising out of breaches of Section 8.2, 11.1, or 11.2, caused by Storyblok's slight negligence will not exceed in the aggregate the Subscription Fees actually paid by Customer to Storyblok during the 12 months prior to the first incident from which liability arose. Multiple claims shall not increase Storyblok's liability. Notwithstanding the foregoing, Storyblok's entire liability for any other damages caused by slight negligence is explicitly excluded.

10.2 Exclusion of Indirect Damages & Liability. Storyblok will in any case not be liable for any indirect damages (including any lost profits, lost revenues, loss of goodwill, loss of reputation, loss of use, interruption of business or any other intangible losses) or for any other special, incidental, or consequential damages of any kind. Storyblok shall be liable for loss of data to the extent Storyblok is solely responsible for such data loss; in such case Storyblok's liability shall be subject to Section 10.1 and limited to the actual recovery costs.

10.3 Limitation Period & Burden of Proof. Any claims for damages are subject to a limitation period of one (1) year from the date of Customer's knowledge of the damage. The aggrieved Customer must prove the existence of gross negligence or intent.

11. CONFIDENTIALITY & DATA

11.1 Confidentiality. Both parties shall treat Confidential Information confidential and shall maintain its secrecy. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized access, use and disclosure. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own confidential or proprietary information, to protect Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of the Agreement and it will not disclose it, or permit to be disclosed, directly or indirectly, to any unauthorized third party without the other party's prior written consent. Either party may disclose Confidential Information to its or its Affiliates' employees, contractors, service providers, officers, directors, professional advisors and other representatives who have a need to know and are bound to keep such information confidential consistent with those of this Agreement. If a party is required by law, a valid court or governmental order, or in order to avert criminal prosecutions or great damage to disclose Confidential Information, such party shall (i) to the extent legally possible, provide the disclosing party with prior written notification thereof, (ii) provide the disclosing party with the opportunity to contest such disclosure, and (iii) use its reasonable efforts to minimize such disclosure. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon termination or expiration of the Agreement, Customer shall immediately either return or destroy (at Storyblok's discretion) all Storyblok Confidential Information and certify the same in writing to Storyblok.

11.2 Data Protection Compliance. Both Parties shall comply with applicable data-protection laws, including the EU General Data Protection Regulation (GDPR), where applicable. To the extent Storyblok acts as a Processor of Customer Personal Data, the Storyblok DPA applies.

12. TERMINATION

12.1 Term. The Agreement enters into effect on the first day of the Initial Term and continues to be in force for as long as Customer has an active subscription to the Storyblok CMS or until the Agreement is terminated. 

12.2 No Termination For Convenience. Except as expressly permitted under the Agreement, the Agreement and any Subscription may not be terminated for convenience during the agreed Initial Term or Renewal Term. To the extent Customer exercises a right under mandatory applicable law to terminate the Agreement for convenience or to migrate or switch to another provider or to its own infrastructure before the end of a then-current Subscription Term, and that right does not arise from Storyblok's breach or from a right expressly granted to Customer under the Agreement, Customer acknowledges and agrees that: (i) the Agreement is entered into for a specific term that allows Storyblok to offer the agreed pricing and provides the necessary calculation security to make new investments and take innovation measures; (ii) pricing with annual or multi-year terms is generally lower than for services without such commitments and (iii) consequently any prepaid fees are non refundable; Customer will not be relieved of its obligation to pay any agreed fees for the entire then-current Subscription Term in case of such termination and consumption-based fees will be charged in accordance with actual usage up to the effective date of termination.  

12.3 Termination for Cause. Either party may terminate the Agreement with immediate effect if the other party breaches the Agreement in an essential point and fails to cure such breach within fourteen (14) days after written notice. Material breaches which allow Storyblok to terminate include, without limitation, non-payment, breach of Sections 3.1, 3.6, 3.7, 3.8, 6.4, 7, 11, any non-payment of agreed fees or misuse of the Storyblok CMS.

12.4 Effects of Termination. Upon termination all rights and licenses granted to Customer immediately cease and Customer shall immediately stop (and cause any Affiliates and Users to stop) using the Storyblok CMS or services. In case Customer terminates the Agreement for cause, any pre-paid fees for any unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month); consumption-based fees will be charged and calculated according to the actual usage. In case Storyblok terminates for cause no pre-paid fees whatsoever will be refunded. In addition, all fees for services and/or products provided by Storyblok and not yet paid by Customer become due and owing immediately and shall be paid by Customer.

12.5 Survival of Rights. All provisions that by their terms or nature call for performance subsequent to termination or expiration shall remain operative and in full force and effect, including, but not limited to, all express representations and warranties, limitations of liability, choice of law and venue, confidentiality and indemnification.

13. REFERENCES & MARKETING

13.1 Reference Customer. Storyblok or its Affiliates may name Customer as reference customer and/or user of the Storyblok CMS on Storyblok’s websites and in marketing materials, online, social, or print media. If Customer refuses or withdraws this consent, Storyblok will then treat such information under the rules of Section 11 (Confidentiality). 

13.2 Marketing Activities. Customer authorizes Storyblok to use Customer’s corporate name, logo, and trademarks for advertising and marketing purposes, provided such use follows Customer’s brand guidelines communicated by Customer. If deviations are identified, Customer may require Storyblok to correct them within reasonable time.

13.3 Press Releases. Storyblok may issue a press release announcing Customer’s selection of the Storyblok CMS. The text of the press release will be subject to Customer's prior written approval, not to be unreasonably withheld or delayed.

14. MISCELLANEOUS

14.1 Applicable Law. The Agreement is solely governed by the laws of Austria, excluding its conflict-of-law rules, choice of law provisions and the UN Convention on Contracts for the International Sale of Goods.

14.2 Jurisdiction. The competent commercial courts of Vienna, Austria shall have exclusive jurisdiction for any dispute arising from or related to the Agreement.

14.3 Export Control. Customer shall comply with all applicable export laws, restrictions, and regulations, including U.S. export laws. Customer will not permit any user to access or use the Storyblok CMS in any embargoed country or region or in violation of any export law or regulation. Without limiting the generality of the foregoing, Customer agrees not to upload or transmit any content within the Storyblok CMS that is controlled for export from the United States (namely technical data) under the U.S. International Traffic in Arms Regulations and US Export Administration Regulations, unless in strict compliance therewith.

14.4 Assignment. Customer may not assign or transfer the Agreement or any rights or obligations hereunder without Storyblok's prior written consent. Storyblok may assign or transfer the Agreement to any of its Affiliates with written notice to Customer. This Agreement is binding upon the Parties and their heirs, executors, legal and personal representatives, successors and assignees, as the case may be. For purposes of the Agreement, any change of control will be deemed an assignment. Notwithstanding the foregoing, Storyblok may assign the Agreement, in whole or in part, without the consent of Customer in the event of a reorganization, merger, or sale of all or substantially all of the assets of Storyblok.  

14.5 Amendments. Any amendment must be in writing and signed by both parties.

14.6 Errors and Adjustment Clause. Customer acknowledges that it has full knowledge of all circumstances concerning the Storyblok CMS and services and is aware of their true value. To the fullest extent permitted by applicable law, Customer waives any right to contest, avoid, or adjust the Agreement on grounds of error, mistake, or imbalance of performance or consideration. (including laesio enormis).

14.7 No Waiver. Failure to enforce any provision shall not constitute a waiver of that or any other provision.

14.8 Force Majeure. Storyblok will not be deemed in breach of the Agreement for any cessation, interruption, failure, breakdown or delay in the performance of its obligations due to causes beyond its reasonable control, including, but not limited to, earthquakes, weather events, floods, fires, or other natural disasters, acts of God, labor controversies, civil disturbances, terrorism (including cyber-terrorism), war (whether or not officially declared), consequences of epidemic or pandemic crisis, technical breakdowns or interruptions of third parties (including acts or omissions of internet traffic carriers), loss of electricity or other utilities, cyber attacks (e.g., denial of service attacks), delays by Customer in providing required resources or cooperation, or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or compliance with or any change in or the adoption of any law, regulation, judgment or decree or other acts or omissions of regulatory or governmental authorities that impact the availability, performance or delivery of the Storyblok CMS ("Force Majeure Events").

14.9 Entire Agreement. The Agreement, including these Terms, the applicable Order Form and incorporated documents, constitute the entire agreement between the Parties and supersede all prior proposals or understandings. In the event of a conflict between these Terms and the Order Form or any other document, the Order Form takes precedence over these Terms and these Terms take precedence over any other document.

14.10 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. The invalid clause shall be replaced by a valid one that most closely reflects its economic intent.

14.11 Notices. Legal notices to Storyblok shall be sent to legal@storyblok.com. If delivery fails or no specific address is stated, notices to Customer may be sent to the current organization admin’s email address on record.

Annex 1 - Service Level Agreement

1. DEFINITIONS

1.1 Agreed Availability means the percentage (in accordance with the availability percentage agreed in the Order Form which is 99.9% for Enterprise Premium and 99.99% for Enterprise Elite plans) of the total number of minutes of availability during which Customer Content is accessible through the Storyblok Content Delivery API in a given contract year, excluding Scheduled Downtime.

1.2 Scheduled Downtime means any unavailability communicated to Customer reasonably prior to such unavailability to perform maintenance, modifications, or upgrades.

1.3 Unscheduled Outage means the number of downtime minutes of Customer Content resulting from an interruption to the availability of Customer Content in excess of the Agreed Availability.

1.4 Fees means the unused total annual charges paid by Customer for the Storyblok CMS for that contract year in which an Unscheduled Outage occurred, excluding consumption based fees (e.g. traffic).

2. CALCULATION

For any Unscheduled Outage experienced by Customer during a given contract year, Storyblok will provide a Service Level Agreement Credit (SLA Credit) calculated as follows:

3. MONITORING

Availability is determined according to performance and monitoring services made available to Customer under uptime.storyblok.com. This monitoring will be the sole determinant of availability.

4. HOW TO CLAIM

Customer must submit a written claim for SLA Credits within thirty (30) days after the end of the contract year in which the Unscheduled Outage occurred. The claim must include the dates, times, other relevant details and proof of the claimed outage. Storyblok will verify the claim against its own records. SLA Credits will be applied to the next invoice following Customer’s request. In case there is no further invoice (e.g. limited term subscription without renewal) SLA Credits amounts are used to further extend the Subscription Term. Service Level Credits may not be assigned or transferred or used to offset any payment owed.

5. SLA EXCLUSIONS

Availability calculations do not include unavailability due to issues caused by or resulting from: (i) factors outside of Storyblok’s reasonable control, including, without limitation, any general internet problems or Force Majeure Events; (ii) any use of the Storyblok CMS by Customer in violation of the Agreement; (iii) any unauthorized action or inaction of Customer, including, Customer's failure to comply with Storyblok's reasonable instructions; (iv) issues resulting from or arising out of Customer or end-user’s applications, equipment, hardware, software, other technology not provided by Storyblok or connectivity issues, including Customer's or end-user’s failure to provide reasonable access to relevant equipment, infrastructure, network or internet connection; (v) Customer Content; (vi) Storyblok's right to suspend or terminate Customer access to the Storyblok CMS in accordance with the Agreement; (vii) any scheduled maintenance or unavailability; (viii) emergency maintenance on the Storyblok CMS, including maintenance on critical system changes that, given the specific circumstances, cannot wait for scheduled maintenance and did not become necessary due to Storyblok’s fault; and (ix) use of the Storyblok CMS under a free trial or a free proof of concept.

6. SOLE REMEDY

SLA Credits shall be Customer's sole and exclusive remedy in the event of a failure to meet the Agreed Availability. Notwithstanding the foregoing, if availability (excluding Scheduled Downtime) falls below 95.0% annual average, Customer shall be entitled to terminate the Agreement and any pre-paid fees for any unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month); consumption-based fees will be charged and calculated according to the actual usage.