Storyteq Software Terms of Service
30th August 2023
The following terms and conditions (the “Terms”) govern your access to, and use of, Storyteq’s Software as a Service (SaaS) creative marketing platform and all related code, documentation, features, and services (collectively, “Storyteq’s service“ or “Platform”). Therefore, please read these Terms carefully since they set out the legal rights and obligations between you (“Customer”) and StoryTeq (“Storyteq“, “we“, “our” or “us“) and the affiliated Inspired Thinking Group (ITG) (“Group”).
By accessing, utilising or using any part of the Storyteq platform, dashboard and/or any Storyteq’s related service, you, and any entity you represent acknowledge that you have reviewed, and you agree to be bound by these terms. If you do not agree to these terms, you may not access or use any part of Storyteq’s service. Any deviation or changes required to these terms are to be set out in a separate agreement and served as terms to StoryTeq for review on https://storyteq.com/contact/
Any referenced document in this Terms of Service is to be taken in the following precedence:
Agreed terms with the ITG Commercial and Legal team, associated to your service;
Storyteq Software ITG terms of service (this document);
Storyteq Data Protection policy;
ITG Group Privacy Policy;
Storyteq Software Acceptable Use policy;
Storyteq Support and Service Level Agreement;
Storyteq Software Integrations and API terms of use.
1. Acceptance of these Terms
We make Storyteq’s services available under these Terms to our Customers who have entered into an agreement with us by accepting service or a proposal from us in any form. The Storyteq’s service may only be used in line with these terms, or any other documentation referenced in these terms, for the sole use within StoryTeq proprietary systems and associated services.
2. Modifications to the Terms
Storyteq reserves the right to change or modify the Terms from time to time. Posting the modified Terms on this page will give effect to the revised terms, customer will be notified of any changes. Your continued use of the Storyteq service indicates your acceptance of any revised terms. Any modification to these terms does change or affect any external agreements or clauses made outside of these terms.
Any customer who does not agree with the modified terms is to communicate any objections to Storyteq within 45 calendar days, and will remain subject to previous terms and conditions until termination or expiration of the applicable terms.
3. Access and Restrictions
This Agreement governs the access to and use of the Product by Customers and any individual who accesses and/or uses the Product through a provisioned account (“User”).
Subject to your compliance with these Terms, after an agreement, Storyteq grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right of use of Storyteq’s service.
As a condition to the foregoing, you agree not (and shall not allow any third party) to:
3.1 Copy, distribute, rent, lease, lend, use for timesharing, commercially host, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Storyteq’s SaaS platform or associated services or any part thereof;
3.2 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Storyteq’s SaaS platform or associated service or any part thereof; without express prior written approval of Storyteq;
3.3 Remove or modify any proprietary notices, labels or legends on or in the Storyteq’s SaaS platform or associated service;
3.4 Attempt to or execute any disablement of any security or technological features of the Storyteq’s SaaS platform or associated service;
3.5 Use, post, transmit or introduce any device, code, routine or other items (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Storyteq’s SaaS platform or associated service;
3.6 Use the Storyteq’s service to design or develop any product or service that competes with the Storyteq’s service or the business of Storyteq, or use the Storyteq’s SaaS platform or associated service for any unlawful or fraudulent purpose, to breach these Terms, or to infringe or misappropriate any third party intellectual property, privacy, or publicity rights;
3.7 Take any action that imposes or may impose, as determined in Storyteq’s sole discretion, a disproportionately large load on the Storyteq’s SaaS platform or associated service infrastructure;
3.8 Publicly disclose the results of any Storyteq’s service benchmark (or similar comparison) test, without the express prior written approval of Storyteq;
3.9 Use Storyteq’s service in a manner inconsistent with its then-current documentation;
3.10 Each User is assigned unique login credentials that grant the User access to the system as provided by the customer to Storyteq. Customer and Users are expressly forbidden from allowing another individual to access the system using the same login credentials. Each User account must correspond solely to one individual person;
3.11 Customer may provide User accounts to any individual, including, without limitation, to Customer employees, freelancers, employees of Customer affiliates and Customer’s own clients. Customer is responsible for Customer’s and its Users’ access to and use of the Product, and Customer Data.
In case of violation of the systems access and restrictions terms in this Section by a Customer, StoryTeq may, at its sole discretion, after a fair and reasonable remedy period depending on the severity of the violation, either suspend or terminate access to the system(s).
4. Data
Storyteq has put in place physical, electronic, and organisational procedures according to industry best practices to safeguard and secure the information (Data) we collect, receive and/or process through or/and with Storyteq’s services.
Data processing, privacy and protection terms can be found in the Data Protection policy and the Group Data Privacy policy.
4.1 All customer data, is the sole responsibility of the Customer, StoryTeq takes no responsibility or liability for data or any other material that is uploaded, posted to any other platform, generated and /or stored within the platform(s).
4.2 By using Customer data in or through the Product, Customer warrants that:
4.2.1 Customer owns the Customer Data and/or has the right to use it and the right to grant StoryTeq the rights as provided in these Terms;
4.2.2 the Customer Data and Customer’s use of the Customer Data in or through the Product does not violate the privacy rights, publicity rights, copyrights, trade secret rights, contract rights or any other rights of any individual or entity, in any given legislation or regulation;
(c) the Customer Data and Customer’s use of the Customer Data does not violate any applicable laws and does not advocate or could not reasonably be expected to induce illegal activity;
(d) Customer Data and Customer’s use of Customer Data is not threatening, abusive, harassing, stalking, defamatory, deceptive, false, misleading or fraudulent. StoryTeq reserves the right to immediately suspend Customer’s account and take appropriate measures if We receives a notice alleging that Customer Data infringes on third party intellectual property rights.
Where Storyteq acts as a data processor, our Data Processing Terms apply which can be found here.
5. Privacy and Data Protection
All Customer data and associated system data held within the platform is done so in line with the StoryTeq and Group Privacy Policy and Data Protection Policy, that can be found in the Data and Legal Section of the StoryTeq Website.
5.1 As you use our Services, you (or we for you) may import (manually or automatically) into our system, personal information you have collected from your users/customers or other individuals. We have no direct relationship with these users/customers or any person other than you, and for that reason, you are responsible for making sure you have the appropriate permission for us to collect and process information about those individuals in line with applicable data protection legislation.
5.2 In some applications, we will process personal information of your customers in order to generate personalized videos. If and whenever we do this, a data processing agreement should be in place to govern this processing procedure. If there is no data processing agreement in place, Storyteq's standard data processing agreement will apply.
5.3 No sensitive data types, under the terms of Art 9 of the GDPR, are to be processed within the Platform or any associated media held within the platform.
5.4 Any communications sent via the platform, through any integrations with third party services, are done so by the Customer at their sole discretion and within their own agreements/legal reason for contact with a data subject.
5.5 Any other relevant data protection legislation, based on the location of data processing or geographical location of the data subject, must be considered by the Customer and the relevant steps taken to comply with this legislation. StoryTeq will not be responsible or liable for any breach of data protection legislation associated to the processing of Customer or their customers data.
5.6 We may use, user level analytics taken from your system in order to enhance user experience and understand usage of the system to improve functionality and system performance.
5.7 Any third-party integrations or sub-processors of personal data will be conducted in line with the Group Privacy Policy and compliance with the required data protection legislation, this will normally be GDPR unless otherwise stated.
6. Feedback
The Storyteq’s service may include tools giving you the opportunity to provide us with feedback data (such as but not limited to, comments, suggestions, and questions) about the Storyteq’s service (“Feedback“). You agree that all rights, title, and interest in and to all Feedback (even if provided to us other than through Storyteq’s service tools) are and shall remain the sole and exclusive property of Storyteq.
Any feedback given or intended to be given, is only to be done with the express permission of StoryTeq or the Group.
7. Support & Service Level Agreement
In conjunction with any technical support and extended support to which you may be entitled under your Agreement, Storyteq provides email and telephone support (under working hours) for your use of Storyteq’s service under these Terms.
The Service Level Agreement that is part of these terms and part of your agreement can be found here.
8. Ownership
8.1 General. All rights regarding the Storyteq platform and the Storyteq services, not expressly granted under these Terms are hereby reserved by Storyteq. In addition, the rights granted by Storyteq to you under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section 13 below) or your breach of any provision of these Terms.
8.2 Storyteq’s service. All rights, title, and interest in and to the Storyteq’s service and its features (such as, but not limited to, graphics and interface), including all reproductions, corrections, modifications, customizations, enhancements and improvements thereof, as well as all related patent rights, copyrights, trade secrets, trademarks, service marks, goodwill, and intellectual property rights, are and shall remain the sole and exclusive property of Storyteq and/or its licensors.
8.3 Any work made by you in our Service. With Storyteq's service you have the ability to create creative concepts and generate audio visual works. All the intellectual property of these concepts and audio visual works shall be solely and exclusively owned by you. If our managed service team has created these concepts (including templates) or audio visual works for you, these are also solely and exclusively owned by you.
9. Confidentiality
Both Storyteq and you, as a customer may have access to certain non-public and/or proprietary information of the other, in any form or media, including without limitation trade secrets, technical data, technology, know-how, software codes and designs, price lists, content inputted into AI models and associated prompts and developments (“Confidential Information“).
9.1 You acknowledge and agree that Storyteq’s service is or contains Confidential Information of Storyteq. Each party shall take measures at least as protective but in no event less than a reasonable standard, as those taken to protect its own Confidential Information, to safeguard the Confidential Information of the other party from unauthorized disclosure and use.
9.2 You may only use our Confidential Information to the extent explicitly granted under these Terms (if any), and you may only disclose our Confidential Information to your employees who have a need to know such Confidential Information and who are subject to written confidentiality undertakings at least as protective of our Confidential Information as set forth herein. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the party disclosing it hereunder.
9.3 In the event that either you or we (the “Recipient“) are required by law, regulation, judicial order or other administrative or legal requirements to disclose the disclosing party’s (the “Discloser“) Confidential Information, the Recipient agrees to notify the Discloser immediately in writing unless otherwise prohibited by such law, regulation, order or requirement. Upon termination of these Terms (as described in paragraph 13), each party shall promptly return or destroy all Confidential Information of the other party and, upon request, certify same in writing.
9.4 To the extent that you use AI models or AI functionality as part of Storyteq’s service, any Confidential Information that you supply shall not be shared or used to inform or train third party models unless your express written consent has been obtained in advance.
10. Compliance with Laws
You agree to comply with all applicable international, national, state, regional and local laws and regulations in accessing and/or using the Storyteq’s service (or any part thereof) and in performing your obligations and exercising your rights under these Terms, including without limitation laws relating to privacy, data protection, and exports.
11. Representations and Warranties
11.1 You/Customer hereby represent and warrant to StroyTeq that:
11.1.1 you possess and shall maintain all rights, licenses and consents required to license to Storyteq the consumer data and creative files, image rights, interfaces & templates and that such license does not infringe or misappropriate the intellectual property, privacy, and/or publicity rights of any third party;
11.1.2 you possess and shall maintain all governmental and administrative licenses, permits and approvals necessary to use the Storyteq’s service and to perform your obligations and exercise your rights under these Terms; and
11.1.3 all Creative Files, Image Rights, Interfaces & Templates will be free from any viruses, Trojan horses, worms, or other malicious code or items, not contain obscene language, pornography (or other adult-only content), defamatory, racist or similar content, not constitute a tort against any third party, and/or not infringe or misappropriate the intellectual, privacy or publicity rights of any third party.
11.2 StoryTeq hereby represent and warrant to the Customer/You that:
11.2.1 it has the full right, power, and authority to enter into and fully perform its obligations under this or any other defined Agreement.
11.2.2 it shall comply with all laws and regulations applicable to the performance of its obligations under this Agreement; and
11.2.3 it and will use and manage the Product in accordance with this Agreement.
12. Disclaimer of Warranties
12.1 You assume all responsibility for the selection of Storyteq’s service to achieve your intended results. You also acknowledge and agree that the below exclusions and disclaimers are an essential part of these Terms. Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply. References below to the “Storyteq’s Service” include the Storyteq’s service as a whole as well as each part thereof.
12.2 The Storyteq’s service is provided on an “as is” and “as available” basis, and you acknowledge that apart from these terms and our SLA, there are no representations, warranties or claims of any kind made by Storyteq with respect to the Storyteq’s service, whether express, implied or statutory, including without limitation warranties of quality, performance, merchantability, fitness for a particular purpose, non-infringement, and title, or otherwise arising from a course of dealing or usage of trade.
12.3 Apart from what is stipulated in our SLA, Storyteq does not warrant that Storyteq’s service will operate uninterrupted, error-free, according to your needs, or that defects will be corrected. Storyteq does not offer a warranty or make any representation or claim regarding any content, materials, information, or results that you create or obtain through the Storyteq’s service (such as the likelihood of increasing consumer retention, engagement or revenues). Your use of, and reliance upon, Storyteq‘s service, is entirely at your sole discretion and risk, and Storyteq shall have no responsibility or liability whatsoever to you in connection with any of the foregoing. That being stated, Storyteq warrants that it shall use its best endeavors to promptly rectify defects and errors which interrupt and/or adversely impact the Storyteq service
12.4 You agree that Storyteq will not be held responsible or liable for any consequences to you or any third party that may result from technical problems of the internet, slow connections, system failure, outages, traffic congestion, an overload of our or other servers, or other events beyond Storyteq’s reasonable control.
13. Termination
13.1 You acknowledge and agree that when you are in violation of these Terms, Storyteq can, at any time, and without notice to you:
13.1.1 discontinue or modify any aspect of the Storyteq’s service; and/or
13.1.2 suspend or terminate your, or general, access to the Storyteq’s service (or any part thereof), and in such an event Storyteq shall not be liable to you or any third party for any loss, damage, or injury resulting or arising therefrom. Our termination of your, or general, access to, the Storyteq’s service shall constitute our termination of the Terms, and any Account you may have shall become cancelled upon such termination.
14. Term
You enter into a contract with Storyteq for a period that is defined in your Agreement. Unless noted specifically otherwise in your Agreement, the initial term is one (1) year (12 months) after the start of your license (the moment you actually start using the Storyteq platform), regardless of the payment terms in the Agreement (e.g. you can have payment terms per month or per quarter while having a contract period of one (1) year). Your Agreement shall automatically renew for additional terms of one (1) year each unless either Party shall give notice of cancellation at least thirty (30) days prior to the expiration of the original term or any renewal thereof.
15. Limitation of liability
Notwithstanding any other provision in these terms, and to the fullest extent permitted by applicable law:
15.1 Storyteq will not be liable to you or any third party for any indirect, consequential, incidental, punitive or special damages of any kind, or for your, or any third parties, loss of profits, revenues, business opportunity, or data, arising out of these terms or in connection with the use of, or inability to use, the Storyteq’s service (or any part thereof), whether based on a claim or action in contract, tort (including negligence) strict liability, breach of statutory duty, or otherwise, even if Storyteq has been advised of the possibility of such damages, and even if direct damages do not satisfy a remedy.
15.2 Storyteq’s aggregate liability to you or any third party for any loss and/or damages under these terms or in connection with the use of, or inability to use, the Storyteq’s service (or any part thereof), shall not exceed the total amount of fees paid by you to Storyteq (if any) hereunder in the twelve (12) months prior to bringing the claim.
16. Indemnification
You agree to indemnify and hold harmless Storyteq and its subsidiaries, its affiliates, officers, directors and employees, from and against any and all liability, losses, claims, damages and expenses, including, but not limited to, reasonable attorney’s fees and costs of litigation, related to Your breach of these Terms, or to any Content You submit or post, or to Your use of the Platform, or to Your violation of any rights of a third party.
17. Publicity
You agree that Storyteq may use your company logo on Storyteq’s customer list and website to disclose that you are a licensee and customer of Storyteq.
18. Miscellaneous
18.1 Relationship. The relationship between you and Storyteq is solely that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment or agency relationship.
18.2 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the Netherlands, without regard to their conflicts of law rules and principles.
18.3 Jurisdiction and Venue. You agree that any action, proceeding, controversy or claim (each, a “Dispute“) under or arising out of these Terms, between you and Storyteq, shall be brought and resolved only in the courts located in the Netherlands, and you hereby irrevocably submit to the personal jurisdiction and venue of such courts with respect to a Dispute. Notwithstanding the foregoing, equitable relief may be sought in any court of competent jurisdiction.
18.4 Severability. In the event, any provision of these Terms is ruled to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar legal intent and economic impact shall be substituted therefor.
19. Prices and Payment
Your access to and use of Storyteq’s service is provided at no additional charge to you under these Terms but is expressly subject to your continued and timely payment in full of all applicable fees, taxes, and other charges, as set forth in your Agreement with Storyteq. In any case of non-payment and/or untimely payment and/or incomplete payment, Storyteq has the right to (temporarily) suspend your right to Storyteq’s services.
If and whenever you enter into an Agreement with Storyteq (through written confirmation), in the event you want to cancel your Agreement with Storyteq, either during or before delivery of the Service, without clear shortcoming from the side of Storyteq, Storyteq retains the right to charge you fully for the agreed-upon fees, taxes, and other charges, as set forth in your Agreement with Storyteq.
The license price may be adjusted annually, subject to the Service Producer Price Index (SPPI), effective at the beginning of each calendar year or at contract renewal, not more often than every 12 months.