Last updated on 20.04.2020
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO THE PARTNER’S PARTICIPATION IN THE STORYBLOK PARTNER PROGRAM (THE “PROGRAM” OR “PARTNER PROGRAM”). CAREFULLY READ THESE TERMS AND CONDITIONS WHICH REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN STORYBLOK AND YOU. YOU MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT IN ORDER TO BECOME A STORYBLOK PARTNER.
Part A – Terms Applicable to All Partners
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
- “Advertising” means material provided by Storyblok, such as names, trademarks or any other documents referring to Storyblok.
- “Application” means an official written request to Storyblok;
- “Agreement” means this agreement is signed by both parties;
- “Confidential” means secret or private data/documents/information;
- “Dashboard” means the partner interface which provides at-a-glance views of key performance indicators (KPIs) relevant to a particular objective or business process;
- “Employees” means a person who is paid for working for a partner;
- “Enterprise Customer” means any customer who is purchasing either the basic, advanced, premium or enterprise license of Storyblok, has individual payment terms and is paying the license fee via wire-transfer to Storyblok;
- “Indemnification” means to protect someone or something against possible damage or loss by paying an indemnity to cover the costs;
- “Industry standards” means a set of criteria within an industry relating to the standard functioning and carrying out of operations in their respective fields of production;
- “Liability” means that someone is legally responsible for damage that is inflicted;
- “Merchant” means a person whose job is to buy and sell products in large amounts;
- “Partner” means an individual or entity that has confirmed and agreed to the terms of this agreement and the DPA and participates in the Storyblok partner program;
- “Partner Portal” means Storyblok’s website that enables the partner to manage and fulfill its obligations in regards to its own customers;
- “Partner Program Agreement” means this Agreement including any additional contracts referred to (such as terms and/or DPA);
- “Partner System” means Partner’s networks, operating systems and software of its web servers, routers, databases, and computer systems - covering all hard- and software;
- “Party” means any contract partner of this Agreement;
- “Program” means the whole cooperation of the Parties, such as the Portal, the Dashboard or any joint or sole marketing activities referring to Storyblok or Storyblok Software and Services;
- “Self Service Customer” means any customer who is purchasing either the basic, advanced or premium license of Storyblok and is paying the license fee pre-paid via Credit Card payment (ie Stripe payment);
- “Storyblok Software and Services” means all products offered by Storyblok either wire the partner program or directly wire its websites;
- “Storyblok Services” means Storyblok Software and Services.
- “Storyblok Site” means all websites made by or under the authority of Storyblok on which Storyblok Software and Services are presented and performed;
- “Subcontractor” means a person or company that does part of a job that another person or company is responsible for;
- “Sub Partner” means a company that undertakes Partner’s work under full responsibility of Partner;
- “Termination” means the act of ending the contract;
- “Trademark” means a name, symbol or design that Storyblok has created or uses for its products;
- “User”** means a person who is registered with the Storyblok platform;
- “Warranties” means any written promise to repair or replace the Software that breaks within a particular period of time, or to do a piece of work again if it is not satisfactory.
2. The Program
This Partner Program is designed and designated for generators of Users. We encourage web-designers, webmasters, advertising agencies and/or those assisting friends and family, to seek our service which may present them with better tailored and faster solutions.
- Storyblok hereby grants to Partner a non-exclusive, non-transferable, limited license to use the Storyblok Services provided to Partner by Storyblok for the sole purpose of this Agreement (the “License”). Partner will receive full access to the Storyblok Partner Portal. Storyblok will provide the Partner with the necessary information to allow the Partner to make appropriate links from the Partner Site to Storyblok Site unless approved in advance and in writing by Storyblok.
- Partner may not use any of the Storyblok Trademarks in any manner other than as stipulated herein. Partner will not receive any other service, products or support other than mentioned on the Partner Platform or stipulated in this Agreement.
- Partner shall use the Advertising in good taste, adjacent to any with the first or most prominent use of such advertisement in a piece of advertising means, in which such Ads appear, subject to other requirements as Storyblok may from time to time impose and provide to Partner, including Storyblok Trademark guidelines. Partner may not use the advertisement and the Storyblok Trademarks contained therewith in a manner that, in Storyblok’s sole discretion, is disparaging or otherwise portrays Storyblok in a negative light. Partner shall have no other right, title or interest in or to the advertisement and Storyblok Trademarks contained therewith other than as specified in the limited License granted herein.
- Storyblok may at any time, without prior notice, require the Partner to remove or modify the advertisement, or dynamically replace the Storyblok creative or text with creative or text suitable to Storyblok in Storyblok’s sole discretion.
- As between Partner and Storyblok, Storyblok shall own all rights, title and interest, including all Intellectual Property Rights, in and to the Storyblok Software, the Service and Storyblok Trademarks.
- Partner shall include in its Partner Site, in a prominent and easily accessible place, a disclosure conveying that Partner participates in Partner programs which may reward Partner with monetary compensation in connection with referral of Site visitors to advertisers and other third parties. Such disclosure shall be in compliance with all applicable laws, rules and regulations.
- To begin the Partner process, the prospective Partner shall submit a complete Partner Application via Storyblok Site. Partner must provide full, true and accurate information in the Partner Application. Storyblok will evaluate Partner’s Application in good faith and may notify him/her/it of its acceptance or rejection within approximately thirty (30) business days. Unless a prospective Partner received a clear written notice from Storyblok confirming his participation in the Program, it shall not be deemed to be part of the Program.
- Storyblok may reject Partner Application if Storyblok determines, in Storyblok’s sole discretion, that the Partner Site or activities are unsuitable for the Program for any reason. If Storyblok accepts Partner Application and thereafter the Partner Site or activity is determined (in Storyblok’s sole discretion) to be unsuitable for the Program, Storyblok may terminate the Partner’s participation in the Program at any time. Storyblok shall not be required to provide any explanation to its rejection of any prospective Partner.
- Partner shall use Storyblok Software and Services for the benefit of its customers, but shall not sell any Storyblok Products as its own or on its own behalf. Partner will inform its Customer of the Storyblok Services and of the fact that Storyblok will charge the Customer directly. For clarity, Partner shall have no right under this Agreement to sell or otherwise distribute any products offered by Storyblok.
- The Partner has to immediately register a possible deal with a prospect registration form via the Partner Portal provided by Storyblok. Storyblok reserves the right to accept or decline such a registration if Storyblok is already in contact with the respective prospect and is already engaged in a sales process. Possible conflicts will be resolved on a deal by deal basis together with the Partner and Storyblok.
- Upon registration on the Partner Portal, Partner shall be authorized to use the Storyblok Software and Services. Storyblok grants Partner, during the Term, a limited non-transferable, non-exclusive, non-sublicensable, worldwide, royalty-free license to the Software for internal use only (“Partner Internal Use License”).
- For clarity, Partner is only permitted to use the Partner Internal Use License in its efforts to promote the use and sale of the Software and Services, for internal development, training, demonstration and testing activities without reselling it, or any works created with or incorporating the Software to any third parties. If a Partner wishes to use any of the products or derived work products into live production for its own use, a proper license must be obtained separately from this Agreement.
- Partner shall bear all costs and expenses related to Partner’s marketing or promotion of Storyblok or any Storyblok Related Entities, and, as applicable, Partner’s Applications, Themes, Channel Platform, or Partner’s other products or services associated with Partner’s participation in the Partner Program (Collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Storyblok in its sole discretion.
- Partner is encouraged to undertake all marketing activities with and for Storyblok Services, as long as such advertisement is in line with Storyblok commercial guidelines, Storyblok Trademarks and Storyblok did not contradict or prohibit such advertisement. In conducting all Partner Marketing Activities, Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
- In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable Industry Standards and in compliance with all applicable laws, rules and regulations.
- Partner shall promptly inform Storyblok of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Storyblok and/or the Storyblok Related Entities by any third party.
- Partner shall require, and shall cause its Customers to agree to Storyblok’s terms. Partner agrees to notify Storyblok immediately if Partner becomes aware of any Customer’s violation, or suspected violation of any applicable end-user agreement and Storyblok shall have no liability to Partner as a result of any suspension or termination related to such violation.
- If Partner is acting as an agent on behalf of a Merchant, then Partner shall disclose to the Merchant any Fees that Partner is entitled to receive from Storyblok in accordance with this Agreement that are associated with such Merchant.
- To become a Partner, Partner must create a Partner Account by providing all information indicated as required either individually via email or in the website’s form. Storyblok may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Storyblok will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its password secure and its data correct and updated. Storyblok cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
- Each Partner is responsible for: (a) ensuring that its Employees, agents, Subcontractors and Sub Partners comply with this Agreement and (b) any breach of this Agreement by Partner’s Employees, agents or Subcontractors and Sub Partners.
- Partner acknowledges and agrees that Storyblok may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Storyblok’s website, available at Storyblok.com/partners/terms and such amendments to the Agreement are effective as of the online-date. If a major change is made, Storyblok will provide notice directly to the Partner and/or in the Partner Dashboard. Partner’s continued participation in the Storyblok Partner Program after the amended Partner Program Agreement is posted to Storyblok’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Storyblok Partner Program.
- Other than the limited license to use the Storyblok Trademarks pursuant to this Agreement, Partner shall not use the Storyblok Trademarks and/or Storyblok Related Entities’ names or trademarks and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name.
- Partner shall not purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Storyblok Trademarks and/or the names or trademarks of any Storyblok Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Storyblok Trademarks or the names or trademarks of any Storyblok Related Entities.
- Partner shall not register, procure, or use any internet domain name that includes any of the Storyblok Marks or any variations thereof. Partner may not promote any Special Sales Terms offered by Storyblok, unless otherwise agreed.
- Partner may not offer any person or entity any payments or incentives (like rebate, cashbacks, “paid to click” advertising or discounts) for using the Designated Links and/or converting a free Storyblok account into a paid license.
- Partner is prohibited from making inaccurate, deceptive or otherwise misleading claims about Storyblok and the Storyblok Services. In addition, Partner is prohibited from (i) taking any action that may cause Partner Site’s visitors to confuse between the Partner and Storyblok; or (ii) misrepresenting the relationship between Partner and Storyblok. For the avoidance of doubt, Partner may not claim that Storyblok endorses, supports and/or sponsors the Partner Site.
- Storyblok may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, Storyblok will determine the prices to be charged for services in accordance with Storyblok’s own pricing policies. In the event that such changes affect items that Partner already has presented on the Partner Site, the Advertising or any other information provided by Partner to third parties in respect with this Agreement and its participation in the Program, Partner must track such changes and reflect them in the Partner Site or in any other relevant marketing means.
- Partner may engage other entities as Sub Partners for the purpose of referring visitors of such sub partners’ websites to the Storyblok Software. Partner shall immediately inform Storyblok of any Sub Partner it engages and shall provide Storyblok all the details required by Storyblok from time to time in connection with such Sub Partner. Partner assumes full and sole responsibility for the activities conducted by its Sub Partners. Partner acknowledges that as long as any Sub Partner is not registered as Partner on the Partner Portal any contractual rights and obligations will remain with the Partner. Partner shall regularly monitor the activities of its Sub Partners and shall verify they are in compliance with such provisions.
- Partner shall be responsible for the payment of any commission, rewards and any other compensation to its Sub Partners. As Sub Partners are not registered Partners, Storyblok is not required to pay any amount or commissions to the Sub Partner, even if such Sub Partner generates traffic or transactions to Storyblok.
- Partner shall be liable, for all intents and purposes, to Storyblok for the performance of its Sub Partners’ obligations. Any activity (or lack thereof) in violation of this Agreement by a Sub Partner shall be deemed as a breach of this Agreement by the Partner. If Storyblok requests Partner to cease engaging a Sub Partner as such, Partner shall immediately do so. Storyblok shall not be required to provide any explanation to such requests.
3. Commissions and Payments
3.1. Revenue Sharing Plans
Subject to (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner shall be entitled to receive certain Commissions/Revenue from Storyblok. The revenue sharing plans applicable to the different types of Referral Partners are set out in https://www.storyblok.com/partners/faq/storyblok-partner-revenue-share.
- Partner Commissions due to Partner will be calculated by Storyblok based on the billing frequency and payment method chosen by and agreed with the Customer upon receipt of payment from the Customer, for each time period that the Referred User Account Store is active, provided that Partner has carried out at least one (1) Revenue Generating Activity in the immediately preceding 3-month period. a. Self Service Customers: Storyblok will generate monthly reports summarizing the sales activity of the Users as relevant and necessary for purposes of calculating each Partner Commission in the preceding month, which will be available to Partner via the Dashboard. The form, content and frequency of the Monthly Reports may be revised as determined by Storyblok at its sole discretion and as may be updated from time to time. Such reports shall be issued within three (3) weeks as of the end of the respective month. Commission notes submitted prior to the dissemination of the Monthly Report, which shall not correspond to the amount stated in the Monthly Report, shall be returned to Partner without payment. b. Enterprise Customers: payment method and terms will be agreed to individually between Storyblok and Customer. Partner has no influence whatsoever on such individual agreements. Partner Commissions are calculated based on the actual payments received by Customer.
- Partner Commissions are only payable for Revenue made with Users and Customers who did not use any Storyblok Products and/or were not registered on Storyblok’s website previously.
- Notwithstanding the foregoing section in the event that a Qualified Purchase is made, and such purchase is subject to Special Sales Terms, the Partner Commissions payable to Partner (if any) shall be subject to and reduced in accordance with the discount or other special benefits applicable.
- Commission notes will be payable within approximately forty five (45) days after the payment from the customer is received. (“Payment Day”),
- In no event will Storyblok pay to any Partner any commissions for Self Service Customer’s revenue unless and until at least the Monthly Amount has been accumulated in Partner’s Stripe account, and therefore in the event that, in any given month, the Partner has failed to reach at least one active Stripe Account by the Payment Day, any reached commission shall be carried over and added to the next month’s Partner Commissions. In the event that the Partner fails to reach the monthly Stripe account Amount for three (3) consecutive calendar months, then such Partner may be regarded, at the sole and absolute discretion of Storyblok, as a Non-Active Partner, the Fees until then will be voided and cancelled, and Storyblok may terminate this Agreement with no liability, including any payment liabilities, whatsoever to Partner. All payments of the Partner Commission will be due and payable in Euro on the Partner’s Stripe Account only, except as otherwise determined by Storyblok in its sole discretion. Partner is responsible to provide Storyblok with full and accurate details as required for it to remit the Partner Commission, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide Storyblok with such details.
- In the event of any activity deemed suspicious by Storyblok at its sole determination, Storyblok may delay payment of the Partner Commissions to Partner for up to sixty (60) days to verify the relevant transactions and in the event that Storyblok determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Partner Commissions accordingly and in its sole discretion. It is hereby clarified that in any event that Storyblok shall determine that Partner has acted in violation of this Agreement or is involved, directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to Storyblok Storyblok shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to immediately block Partner access to the Program, with no compensation to Partner. Partner hereby irrevocably waives any claim or demand against Storyblok, its directors, officers, shareholders or employees in respect of such action taken by Storyblok.
- The Partner is responsible for the payment of all taxes applicable to the conduct of Partner’s business. The payment to the Partner shall be subject to any withholding tax obligations applicable by law. It is agreed that the Partner Commissions are inclusive of any and all taxes applicable by any law including VAT.
- If any excess payment has been made to the Partner, Storyblok reserves the right to adjust or offset the excess amount against any subsequent commissions payable to Partner.
- Storyblok is working on a strict no-refund-policy. In the unlikely event any Customer might legally be entitled to ask for a partial or full refund of any Revenue received by Storyblok, all Partner Commissions calculated on such Revenues (paid to Partner or not) shall be recalculated. It is in Storyblok’s sole discretion to deduct said calculated difference amount from future payments or Partner’s Stripe Account or ask direct payment from Partner with a due payment of 45days after delivery of corrected commission note.
- Notwithstanding anything to the contrary in this Agreement, Storyblok shall not be responsible to pay any commissions: a. related to revenues that have been refunded to User by Storyblok; b. for a User created or owned in whole or in part by a Partner; c. related to fraudulent sales; d. related to revenues that have been subject to chargebacks; or e. to Partners who are employed by Storyblok (whether full-time, part-time, term or any other employment-type relationship); or f. to Partners who are employed by the User to whom the commissions relate (whether full-time, part-time, term or any other employment-type relationship).
- Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
- Fraudulent or other unacceptable behaviour by Partner may result in one or more of the following actions being taken by Storyblok: (a) termination of Partner’s affiliation with Users within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
- Storyblok reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Commissions, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Commissions, Storyblok will provide reasonable notice by email, posting a notice on the Storyblok blog and/or in the Partner Dashboard.
4.2. Consequences of Termination
Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Storyblok Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Storyblok Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account, Partner Dashboard. In case the Agreement is terminated as a result of fraudulent or other unacceptable behaviour by Partner all Revenue share will be dismissed with immediate effect. In any other case revenue shares will be calculated for open billing periods at the date of Termination of this Agreement. No revenue commission will be due and/or paid for billing periods starting after such Termination.
5. Intellectual Property Rights
5.1. Storyblok Software
- All Storyblok Software and Services and/or parts of it will be solely created and provided by Storyblok unless otherwise agreed by Storyblok in writing in advance. By using the Storyblok Software, you indicate your acceptance of our Storyblok Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license and/or permission to use the Storyblok Services.
- Partner may display Storyblok on the Websites solely for the purpose of marketing and promoting the Service and any Storyblok brands permitted by Storyblok and by Storyblok Related Entities during the term of this Agreement, or until such time as Storyblok may, upon reasonable prior notice, instruct Partner to cease displaying the Storyblok Software. Partner may not alter, amend, adapt or translate the Storyblok Software without Storyblok’s prior written consent. Nothing contained in any Storyblok Software shall in any way be deemed a representation or warranty of Storyblok or of any of Storyblok Related Entities. The Storyblok Software shall at all times be the sole and exclusive property of Storyblok and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Storyblok to make changes or modifications to the Storyblok Software.
5.2. Storyblok Trademarks
During the term of this Agreement, Storyblok hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Storyblok Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Storyblok’s Trademarks only as permitted hereunder; (b) it will use the Storyblok Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Storyblok in writing from time to time, including but not limited to the Storyblok Trademark Usage Guidelines; (c) the Storyblok Trademarks are and shall remain the sole property of Storyblok; (d) nothing in this Agreement shall confer in Partner any right of ownership in the Storyblok Trademarks and all use thereof by Partner shall inure to the benefit of Storyblok; and (e) Partner shall not, now or in the future, apply for or contest the validity of any Storyblok Trademarks; and (f) Partner shall not, now or in the future, apply for or use any term or mark confusingly similar to any Storyblok Trademarks.
5.3. Proprietary Rights of Storyblok
As between Partner and Storyblok, the Storyblok Software, Storyblok Trademarks, all demographic and other information relating to Users, prospective Users and Partners, the Services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Storyblok and/or Storyblok Related Entities or otherwise related to the Storyblok Partner Program, Storyblok and/or Storyblok Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto shall be and remain the sole and exclusive property of Storyblok.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Storyblok and Partner, User Data is Confidential Information of Storyblok.
- Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
7. Disclaimer of warranty
The Storyblok Partner Program, the Storyblok Software, and the Storyblok Trademarks are provided “as-is”. Storyblok makes no warranties hereunder, and Storyblok expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Storyblok further disclaims all representations and warranties, express or implied, that the Software will satisfy all of Partner’s or User’s requirements and or will be uninterrupted, error-free or free from harmful components.
8. Limitation of Liability and Indemnification
8.1. Limitation of Liability
Storyblok, its subsidiaries, directors, officers or suppliers shall have no liability with respect to the Storyblok Partner Program under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, its use, the Storyblok Trademarks, or a Partner’s participation or inability to participate in the Storyblok Partner Program, even if Storyblok has been advised of the possibility of such damages.
In any event, Storyblok’s liability to Partner under this Agreement for any reason will be limited to the Commissions paid to Partner by Storyblok during the 12 month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all cases, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Under no circumstances shall Storyblok be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever. These limitations shall apply even if Storyblok has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
8.2. Partner Indemnification
Partner agrees to indemnify, defend and hold harmless Storyblok with respect to any claim, demand, cause of action, debt or liability, to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Storyblok and Storyblok Related Entities granted by Partner to any User or Merchant, prospective Partner or other third party.
8.3. Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
Storyblok does not give any warranty or explicit or non-explicit promise for a certain performance of the Service or a certain profit in the Partner’s business entity of any kind. The Partner and the User is solely responsible for any performance and profit gain. Storyblok makes no warranties regarding the Services, including their quality, reliability, security, compatibility and conditions.
9. General provisions
9.1. Force Majeure
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), electrical outages, failure of service providers, labour disputes, act of God, pandemic or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
9.3. No Waiver
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
9.4. Entire Agreement
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Storyblok shall be permitted to assign this agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Storyblok’s prior written consent, to be given or withheld in Storyblok’s sole discretion.
9.6. Industry Standards
- Partner’s networks, operating systems and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards.
- In addition, if Partner has access to User Data, Partner: (i) shall only use or store such information for the purpose of providing the Partner’s services to the User to whom the User Data relates, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) shall only store such information for as long as reasonably necessary to provide the Partner’s services to the User to whom the User Data relates; (iii) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (iv) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (v) shall notify Storyblok of any actual or suspected breach or compromise of User Data within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of User Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Storyblok, the Storyblok Related Entities and User; and (D) regularly communicate the progress of its investigation to Storyblok and cooperate to provide Storyblok with any additional requested information in a timely manner.
9.7. Applicable Laws
This Agreement shall be governed by and interpreted in accordance with the laws of Austria, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Linz, Austria with respect to any dispute or claim arising out of or in connection with this Agreement.