General Terms and Conditions
Last updated: June 02, 2020
1. Preamble and Applicability
These General Terms and Conditions (“Terms”, “GTC”) govern the relationship between the Storyblok GmbH (“Storyblok”, “us”, “we” or “our”), Peter-Behrens-Platz 2, 4020 Linz, registered at Landesgericht Linz as Commercial Court under FN 479743f, on the one hand and business customers on the other hand as fundamental part of any agreement between you and Storyblok as well as any User registered on our website either www.storyblok.com or app.storyblok.com. We offer certain SaaS-based services provided on any Storyblok Services website (the “Service” and/or “Performance”), operated by the Storyblok GmbH. The Service encompasses a cloud-based content management service and an open component composing platform that allows users to upload, manage and publish content by using Storyblok APIs. Your access to and use of the Services are conditioned on your acceptance of and compliance with these GTC. These GTC apply to all visitors, users, partners and others who access or use present and future Services and Performances. By accessing or using our provided Services and Performances as well as by clicking the “I accept” button or other mechanisms provided you agree to be bound by these Terms. Please read these GTC carefully before using Services provided by Storyblok. If you disagree with these terms, or any parts of it, then you may not access or use the Service.
- “Account” means one registered user with a unique eMail address or SingleSignOn. In one account you can create multiple spaces for your projects and invite other users to those spaces using their account identification.
- “App” means an Application that extends the functionality of Storyblok by providing a custom interface extension in different places within the Storyblok Services and Performances made available to you by Storyblok or third parties.
- “App Store” means our platform where Apps from Storyblok or third parties are offered.
- “Third Party App” means an App created by a registered Partner of Storyblok without any connection to or any liability of Storyblok.
- “Services and Performances” or “Storyblok Services” means the SaaS-based content management (including the Storyblok APIs, Documentation and technical support) along with updates or upgrades provided by Storyblok.
- “Subscription” means any customer who is using Storyblok’s Services via a recurring payment period with automatic renewal.
- “Documentation” means instructions, either printed or digital, online help files, technical documentation, and user guides in order to use the Service and Performances of Storyblok.
- “Customer Content” is the content that is released, made available or transmitted by the customer to Storyblok in connection with the use of the Services and Performances.
- “Registration” means the full process of a customer giving necessary information about his identity and confirmation as requested.
- “User” means any person using Storyblok Services registered on the Storyblok website or not.
3. Account Registration / Password safety
3.1. After you have read or reviewed and accepted the GTC you are eligible to register for a Storyblok account in order to use all of the Storyblok’s Services and Performances and App Store. It is necessary to provide all the needed data requested in the signup mask. That contains a username, email address, and passwords to create your account with us. You are obligated and you guarantee that the entered data and information is true, accurate, complete, and current at all times. Failure to do so constitutes a breach of the GTC, which may result in immediate termination of your account and contract (view 17. Termination).
3.2. After you provided your data and clicked “signup” we will confirm receipt of your registration by an automatic generated email. In a separate email or by granting access to the Storyblok Services we accept your registration.
3.3. With the access, you will receive a fixed term, worldwide, nonexclusive, royalty free (upon full payment of subscription fees), and nontransferable license to use the Software, solely to perform those functions defined in the Documentation, and subject to all limitations (https://www.storyblok.com/docs/technical-limits) and restrictions contained herein. The Software may only be used with a valid Account. Those Accounts are not allowed to be shared across multiple end users.
3.4 You are responsible for safeguarding the password and/or all access data that you use to access the account and for any activities or actions under your password.
3.5. You agree not to disclose your password to any third party. You must notify us immediately of any suspicion or upon becoming aware of any breach of security or unauthorized use or access of your account. You agree not to share your Account.
3.6. You acknowledge that Storyblok is entitled, after discovery of a use of the service contrary to any terms of any contract concluded between you and Storyblok or this provisions, even through no fault of its own, to immediately suspend the services, terminate the account as well as the agreement.
4. (Further) Customer Responsibilities
4.1. The customer is solely responsible for a. the use of Storyblok Services and Performances through the account, whether or not authorized; b. for compliance with data protection obligations; c. the accuracy, quality, legality and integrity of the Customer Content; d. not violating applicable law, including but not limited to intellectual property rights, unfair competition rights and personal rights of third parties; e. obtaining and maintaining accurate equipment, software and ancillary services needed to connect to, access or otherwise use the Storyblok Services; f. following the instructions provided by Storyblok; g. backing up any data and information used in conjunction with the Services and Performances and h. using the current version of the APIs or SDKs (read 10. Compatibility).
4.2. Storyblok is entitled to suspend your access to the service in the event of a breach of any of these obligations by you or a third party attributable to you, the customer, according to provision 17. (Termination).
4.3 The customer is prohibited to act as a Reseller for Storyblok. Each Storyblok space is used for a project in and for the customer and/or subsidiary companies.
5. Conclusion of Contracts
5.1. Offers from Storyblok are non-binding insofar as they are not explicitly designated as binding.
5.2. A contract can only be concluded in a legally effective manner by an explicitly stated confirmation of order by us.
5.3. Information provided by our staff, on our Website or in catalogues (or similar) is non-binding and shall only become part of the contents of a contract insofar as the confirmation of order explicitly refers to it.
5.4. The contents of the contract are determined by the confirmation of order by us.
5.5. In case of purchase or subscription of a Third Party App (“purchase”) any contractual obligations are set between customer and App-Provider while Storyblok is only acting as agent.
6. Prices and Fees / Fee Changes
6.1. All prices indicated are non-binding and in Dollar or Euro and exclusive of VAT, unless otherwise stated.
6.2. Storyblok, in its sole discretion and at any time, may modify the subscription fees. Any subscription fee change will become effective at the end of the then-current billing cycle; adjusted prices will be charged beginning with the consecutive billing cycle. Except expressly agreed, renewal prices will not be adjusted based on promotional or one-time priced subscriptions but on Storyblok standard applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
6.3. Storyblok will provide you with a reasonable, but at least 14 days, prior notice of any change considering subscription fees in order to give you an opportunity to terminate your subscription before such change becomes effective.
6.4. Your continued use of the Services and Performances after the subscription fee change comes into effect constitutes your agreement to pay the modified subscription fee.
6.5. Storyblok may account subscription fees, additional usage fees and other fees set forth in the standard schedule of fees in effect upon and according to a conclusion of an agreement between you and Storyblok.
6.6. Paid subscription fees are non-refundable.
6.7. Prices for Third Party Apps are set solely by the App-Provider.
7.1. Payment is made according to the agreement (for further information on subscriptions view 8. Subscription).
7.2. In general, our invoices are due for payment annually in advance and/or immediately upon billing, free of charges and other deductions.
7.3. If agreed so by Storyblok, payments have to be made fourteen days of the date of the invoice. Transfers are deemed to be payment only upon receipt of the money in our account.
7.4. If not otherwise agreed or insofar as the law does not necessarily provide otherwise, all prices are understood without any applicable taxes; the customer is obligated to pay the taxes stated on the invoice and is not entitled to withhold any taxes from amounts due.
7.5. In case of customer default on payment, we are entitled to choose to seek compensation of the actual damage incurred or of the default interest rate. The default interest rate lies 9.2 % per annum over the base interest rate determined by the EZB. The customer undertakes to reimburse any costs of dunning and collection agencies incurred in the case of customer default on payment insofar as they are necessary for the appropriate legal actions. In any case these costs include a sum of EUR 40,- as compensation for collection costs pursuant to § 458 of the Austrian Commercial Code (UGB). This shall not affect the assertion of any further rights or claims.
7.6. In case of customer default on a payment, we shall be entitled to demand immediate payment of any outstanding bills not yet due and/or to require advance payment or appropriate security for future Services and Performances.
7.7. It shall not be admissible for the customer to set off any counterclaims if the counterclaim is contested or has not been recognized by declaratory judgement, likewise it shall not be admissible to exercise a retention right without legally binding title or on the basis of claims arising from other transactions.
7.8. If you are in delay of payment or if the use of the Services and Performances exceeds the prepaid amounts, Storyblok is additionally entitled to suspend your account without prior notice and terminate the contract or agreement immediately. Other rights and remedies are expressly reserved. Storyblok is not liable for any damage, losses, losses of data or profits or any other negative impacts that may occur due to a suspension or termination according to this provision.
8.1. Some parts of the Service are billed on a subscription basis (“Subscriptions”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are depending on the type of the subscription plan you select when purchasing a subscription.
8.2. The Subscription shall be as indicated in the Order Form. For clarity, the Order Form will provide the Customer with an option to select a specific or unspecific period of coverage; upon selecting such period of coverage, the period selected shall constitute the term and customer shall be contractually obligated to pay the subscription fees set out in the Order Form or in the Subscription Process.
8.3. Any timely specified contract or Subscription period shall automatically renew for successive terms equal to the term in the quote unless customer notifies Storyblok in writing (firstname.lastname@example.org or via the self-service platform) of customer’s 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 or contract period will automatically renew under the exact same conditions (notwithstanding applicable clause 6.2).
8.4. 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-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 from Storyblok, which will be charged to the customer.
8.5. Should automatic billing fail to occur for any reason, Storyblok will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
9. Services and Performances
9.1. The Service is provided on an “AS IS” and “AS AVAILABLE” basis.
9.2. Storyblok provides the Services and Performances in accordance with the written order confirmation and - subsidiary - in accordance with the service description on which the order is based. Storyblok is providing the Services and Performances diligent and with adequate care.
9.3. By purchasing the accurate payment, the customer has the right to use the Service provided by Storyblok. The customer is not granted any further rights to use the Services and Performances that is not mentioned in the order confirmation.
9.4. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
9.5. The customer shall not (i) access the Software to process, or permit to be processed, the data of any other party; or (ii) access the Software for commercial time-sharing use.
9.6. Storyblok will make the Storyblok Services available to you, and grants a non-exclusive right to access the Storyblok Services to build Software-Applications and Websites. Storyblok will provide the Services and Performances with a best possible availability of about ninety-five (95) (for basic, advanced, and premium feature set) percent uptime annual average, if not otherwise agreed on.
9.7. Storyblok is entitled to partially or completely suspend the Service if the security of Storyblok or the security of a customer is at risk. This right also prevails if the continued operation of the Services and Performances or parts thereof is economically unreasonable. Storyblok will immediately inform the customer of such measures. This does not give a right to any claims against Storyblok.
10.1. Storyblok does not warrant that the services and performances or Apps are compatible with the Soft- or Hardware used by the customer (customer responsibility, view 4.1.e).
10.2. Even though Storyblok avoids changes to the Storyblok APIs or Storyblok Services that are not backward compatible, Storyblok may change, deprecate or republish Storyblok APIs for any Storyblok Services or Performances from time to time.
10.3. Storyblok will send a notification prior to a breaking API version upgrade at least thirty (30) days before the upgrade will be launched.
10.4. It is the sole responsibility of the customer to update their software applications or websites according to the notification.
10.5. Only if the modification to be made by an update is unreasonable for the customer, they are entitled to a right of termination in accordance with provision 17 (Termination). The customer waives all claims for compensation and other claims in this respect.
11. Free Trial
11.1. Storyblok may, at its sole discretion, offer a subscription with a free trial for a limited period of time.
11.2. You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Storyblok until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your subscription, you will be automatically charged the applicable subscription fees for the type of subscription you have selected.
11.3. At any time and without notice, Storyblok reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer anytime.
11.4. The customer acknowledges that their data can be deleted at any time and assumes responsibility for any data backup. Storyblok assumes no liability for any damage caused by (even partial) loss of data or information.
11.5. For Free Trials Storyblok is only liable for damages caused by intention or by gross negligence.
12. Free Plan
12.1. Storyblok may as well, at its sole discretion and without any legal obligation, offer a Free Plan under conditions to be defined in more detail.
12.2. The customer is able to enjoy the Free Plan without entering billing (credit card) information, until otherwise stated.
12.3. For the Free Plan the provisions 11.3. and 11.4. are applicable. Storyblok does not warrant any specific results of any kind whatsoever or any performance. Storyblok does not warrant that the services as part of the Free Plan are free from any bugs or flaws.
13. Copyright Policy and Infringement of Proprietary Rights
13.1. Storyblok respects the intellectual property rights of others. It is our policy to respond to any claim that content posted on the service infringes the copyright or other intellectual property infringement (“Infringement”) of any person.
13.2. The customer is solely responsible for the legality of the contents used by him within the scope of the Services and Performances. Storyblok has no duties of care, protection or warning in this respect.
13.3. The customer guarantees to have the corresponding rights to the content provided by him and indemnifies and holds Storyblok harmless (including costs and attorney-fees) against any actual or threatened claim, loss, liability or similar in this respect.
13.4. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the service of Storyblok, you must submit your notice in writing to the attention of “Copyright Infringement” of email@example.com and include in your notice a detailed description of the alleged Infringement. You may be held accountable for damages (including costs and attorney-fees) for misstatements that any content is infringing your copyright.
14. Intellectual Property
14.1. The Services and Performances as well as the Documentation and its original content, features and functionality are and will remain the exclusive property of Storyblok or its licensors.
14.2. The Services and Performances, trademarks, trade names, service marks, and logos, whether or not registered are legally protected and the Storyblok GmbH is proprietor of intellectual property rights. Our trademarks and property rights may not be used in connection with any product or service without the prior written consent of Storyblok. In particular, the customer is not permitted to license, publish, rent, make available to others via networks, or in any other way offer the service, even with single elements. The customer is also prohibited from decompiling the software services offered.
14.3. The customer grants Storyblok a non-exclusive, free and, within the framework of the agreement, unlimited right of use for the duration of the contract to use the contents of the customer; this is restricted to the purpose of the proper fulfilment of the services.
15.1. The customer grants Storyblok a right free of charge to use the customer as a reference on the Website or in other online or print media as well as on social media platforms and Storyblok may use corporate names, logos, trademarks, and similar for advertising and marketing purposes.
15.2. Storyblok may issue a press release announcing the customers selection of the Service. The text of the press release will be subject to the customers prior written approval, not to be unreasonably withheld or delayed.
16. Links To Other Websites
16.1. Our Services may contain links to third party websites or services that are not owned or controlled by Storyblok. Therefore Storyblok has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.
16.2. You further acknowledge and agree that Storyblok shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
16.3. We strongly advise you to read the terms and conditions and privacy policies of any third party website that you visit.
17.1. The agreement and the use of Storyblok Services terminates with the last day of the agreed term if not otherwise agreed (eg automatic renewal).
17.2. If the contracting parties have agreed to use Storyblok Services for an indefinite period, each of the two contracting parties is entitled to terminate the contract in writing at the end of each month.
17.3. Both contracting parties are entitled to terminate the contract and the use of Storyblok Services at any time with immediate effect and without any liability if the other contract partner does not comply with the agreement in an essential point of the contract despite being requested to refrain from doing so or observing it by setting a reasonable grace period. An important reason for Storyblok in particular is, if the customer breaches any provision of the contract or these terms (e.g. breach of any provision of 4.1.) and fails to fix that breach within three (3) days after written notification and request to do so.
17.4. Contracts and agreements about Services and Performances as well as your account may be terminated any time within the provided options as mentioned above through the account and respective management tools.
17.5. In case the termination following 17.3. affects a period covered by pre-paid fees, the termination will be effective immediately; no pre-paid fee whatsoever will be refunded.
17.6. Upon termination, the customer’s right to use the services und performances will immediately cease and all fees become due immediately. Customer shall immediately stop using the services and performances. Following termination, any use of the services by customer shall be an infringement and/or misappropriation of Storyblok’s proprietary rights.
17.7. After legally effective termination of the contract, Storyblok will irrevocably delete the Customer Content within any and all legal time limitations and not be liable for any data loss resulting from such action.
18.1. We are a service provider and our Services and Performances correspond to the prevailing state of the art and we provide our services to the best of our ability. In particular, we do not owe any concrete success of any kind whatsoever.
18.2. Storyblok does not warrant that the Service will be uninterrupted, error-free, or fully functional at all times. Storyblok makes no warranties or guarantees as to the Service’s suitability for any particular purpose.
18.3. Minor technical changes are deemed approved in advance.
18.4. Storyblok is not liable for downtimes or breakdowns due to maintenance, software updates and due to circumstances (such as technical problems of third parties and higher forces) that are beyond Storyblok’s control.
18.5. Storyblok also does not warrant that the Service provided will meet all customer requirements or be compatible with customer programs.
18.6. The warranty is furthermore limited to reproducible defects. If incompatibilities arise at the customer due to technologically reasonable changes in the Service, claims for compensation are excluded.
18.8. If failures or errors of any kind occur, the customer shall immediately provide detailed and written notification by describing the error. If they fail to do so, they may no longer assert any claims under warranty.
18.9. The existence of errors and defects must always be proven by the customer. The application of § 924 ABGB is excluded.
18.10. If there are any errors or bugs, the customer is obligated to immediately inform Storyblok. We will try to fix the errors and bugs as soon as we get knowledge of the error or bug.
18.11. Storyblok may log into user accounts in order to debug the Storyblok Services and Performances. You hereby, by accepting these GTC, are expressly granting your permission to Storyblok, to log into your account for this reason.
18.12. It is in Storyblok’s full interest that any services or Apps provided by third parties via Storyblok are working with the same highest quality Storyblok’s customers are expecting. Nevertheless, Storyblok cannot guarantee such quality or performance. More than that, Storyblok will not be liable for any Third Party App in any way.
19.1. Storyblok shall only be liable for compensation for damage caused by it, its employees and/or vicarious agents in connection with the Services and Performances, only in the event that such damage was caused by gross negligence or intent.
19.2. Should Storyblok be liable for any reason whatsoever, the compensation in total is limited to the revenue associated with the relevant Account in the past twelve months prior to the damage-incurring event, but does not include Professional Services or usage based consumptions (Traffic).
19.3. In no event shall Storyblok, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
19.4. The aggrieved customer must prove the existence of gross negligence. The reversal of the burden of proof according to § 1298 ABGB is excluded.
19.5. Claims for damages are subject to a limitation period of one year from the date of knowledge of the damage.
20. Laesio Enormis
The right to rescind a contract due to a reduction of more than half according to § 934 ABGB (laesio enormis) is excluded.
21. Confidentiality and Data Protection
21.1. The customer is obliged to treat data, information and documents received in connection with the use of the services confidentially and is obliged to maintain secrecy.
21.2. The customer is obliged to comply with the provisions of the Data Protection Act (öDSG) and the General Data Protection Regulation (DSGVO).
21.3. If the customer gains knowledge or had the opportunity to gain knowledge of a Distributed-Denial-of-Service attack (DDoS), which is able to overload the system of Storyblok and enables the possibility of potential data theft, the contractor omits to prevent anything that could cause financial losses or data leaks. If he had knowledge of such attacks, or would have been able to recognise and prevent them he is to hold accountable for any arising damage that allocates to his mishandling.
22. Applicable Law and Jurisdiction
22.1. Place of performance is Linz (Austria).
22.2. These GTC shall be governed and construed in accordance with the laws of Austria, without regard to its conflict of law provisions.
22.3. It is hereby agreed, that the court with subject matter jurisdiction at the registered seat of Storyblok shall have exclusive jurisdiction as legal venue.
23.1. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
23.2. Should any provision of these GTC be legally ineffective, invalid and/or null and void or become so in the course of its term, this shall be without prejudice to the legal effectiveness and the validity of the other provisions. In such case the invalid and legally ineffective provision shall be replaced by one which is legally effective and valid and in its economic corresponds to the provision replaced – insofar possible and legally admissible.
23.3. These Terms supersede and replace any prior GTC. Agreements or arrangements that diverge from our GTC require our written confirmation. In the event of a conflict between the GTC and Order Form, the terms and conditions of Order Form will prevail over this GTC.
23.4. Storyblok shall not be liable to the customer for any delay or failure of Storyblok to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Storyblok. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, consequences of epidemic or pandemic crisis, or delays by customer in providing required resources or support or performing any other requirements hereunder.
24. Changes of Terms and Provisions
24.1. We reserve the right, at our sole discretion, to modify or replace these GTC at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
24.2. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.