PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING “I ACCEPT,” LOGGING INTO, ACCESSING, OR OTHERWISE USING THE STORYSNAP, LLC (“COMPANY,” “STORYSNAP,” “WE,” OR “US”) CLIENT PORTAL AND ANY RELATED SOFTWARE-AS-A-SERVICE APPLICATION, FEATURES, AND MATERIALS (COLLECTIVELY, THE “PORTAL”), YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT LOG INTO, ACCESS, OR USE THE PORTAL.
This Agreement is between Storysnap, LLC and you, and any person or entity on whose behalf you act (referred to as a “User” or “you”), who logs into, accesses, or otherwise uses the Portal. If you accept this Agreement on behalf of an entity, you represent that you have authority to bind that entity, and “User” includes that entity.
The Portal is made available to Storysnap’s clients and authorized users in connection with Storysnap’s services and constitutes “Online Services” as defined in the MSA. This Agreement sets out the additional license terms and conditions applicable to such Online Services as contemplated by the MSA. Your access to and use of the Portal, and the parties’ respective rights and obligations, are also governed by: (a) the Master Services Agreement (or Storysnap’s online Main Services Terms & Agreement), together with the applicable order form or statement of work (each, an “Order”), executed or accepted by the client on whose behalf you access the Portal (collectively, the “MSA”); (b) Storysnap’s Privacy Policy, available at https://www.storysnap.com/privacy-policy (the “Privacy Policy”); and (c) where applicable, the Data Processing Agreement between Storysnap and the client (the “DPA”). Each of the foregoing is incorporated into this Agreement by reference.
In the event of any conflict or inconsistency between this Agreement and the MSA (including the applicable Order) or the DPA, the MSA or DPA, as applicable, shall control with respect to its subject matter. This Agreement governs your access to and use of the Portal itself and supplements, and does not replace, limit, or amend, the MSA or DPA.
Subject to this Agreement, Company grants User a limited, personal, nonexclusive, worldwide, revocable, nontransferable license to access and use the Portal in its original, unmodified form, solely for User’s internal business purposes in connection with Storysnap’s services and in accordance with this Agreement and all applicable laws. User’s access to the Portal is licensed, not sold. User may not use the Portal on behalf of third parties without Company’s written consent. Company reserves all rights not expressly granted. Modification, reverse engineering, reverse compiling, discovery of the source code, and/or disassembly of the Portal are expressly prohibited.
To access the Portal, User may be required to register and select a username and password or otherwise activate the Portal (collectively, “Account Information,” and the resulting account, an “Account” as referenced in the MSA). Account Information is for User’s use only and may not be shared with or disclosed to any other party. User is responsible for the security, confidentiality, and integrity of User’s Account Information and for all access to and use of User’s Account, whether or not authorized. User has the affirmative responsibility to monitor and control access to User’s Account. If User learns or suspects that User’s Account Information has been disclosed to or used by any other person, User agrees to notify Company immediately. User shall keep its registration information current.
The Portal and certain features may be inaccessible or inoperable from time to time for any reason, including equipment or software malfunctions, maintenance or repairs, and causes beyond Company’s control. Access is provided over facilities and communications lines owned and operated by third parties and is at User’s risk. User is solely responsible for providing and maintaining all hardware, software, and connectivity necessary to access and use the Portal.
User agrees to access the Portal only through User’s account using User’s Account Information, and not through any other technology or means. User shall not, and shall not attempt to:
User’s privilege to use the Portal depends on User’s compliance with this Agreement. Company may suspend or revoke access or take other appropriate measures, in its discretion, to enforce this Agreement.
Company reserves the right, but has no obligation, to monitor use of the Portal to operate and secure the Portal, administer its business, verify compliance with this Agreement, protect Company and its users, and satisfy any law, regulation, or governmental request. Company may collect and use technical information regarding User’s system and use of the Portal to provide updates, support, and other services and to improve the Portal. All personal data is processed in accordance with the Privacy Policy and, where applicable, the DPA.
Company has instituted a Privacy Policy, located at https://www.storysnap.com/privacy-policy, which is incorporated herein by reference. All personal data provided by User and collected by Company through the Portal will be handled in accordance with the Privacy Policy and, where the DPA applies, the DPA. By using the Portal, you acknowledge that your data will be processed in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable, and that you have the rights afforded to data subjects under such laws, as further described in the Privacy Policy. Information regarding Company’s security practices is available at https://trust.storysnap.com/.
Portal and Company Content. As between the parties, Company and its licensors own all right, title, and interest in and to the Portal and all data, information, software, content, and materials made available by Company through the Portal (“Company Content”), including all related intellectual property rights, and all trademarks, service marks, and logos of Company and its brands (the “Company Trademarks”). User Content (as defined below) and Client Content (as defined below) are excluded from Company Content. Except as expressly permitted in this Agreement or the MSA, User may not copy, reproduce, modify, distribute, publicly display, or create derivative works from the Portal, the Company Content, or the Company Trademarks without Company’s prior written consent. Company makes no representation or warranty as to the accuracy, completeness, or fitness for any purpose of any Company Content, which is provided for informational purposes only.
User Content and Client Content. “User Content” means content a User submits to the Portal that is not Client Content, such as questions, comments, feedback, and suggestions. User retains ownership of User Content and grants Company a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, and display such User Content solely to operate and improve the Portal and Company’s services. User represents that it has all rights necessary to grant this license.
Client Content is excluded from User Content. “Client Content” means any materials, footage, recordings, scripts, working files, finished deliverables, or other assets, and any confidential information, uploaded or provided by or on behalf of a client to the Portal in connection with an Order or the MSA — constituting “Client Materials,” “Materials,” and/or “Confidential Information” as defined in the MSA, and, to the extent it constitutes personal data, the “Client Assets” described in the Privacy Policy. Client Content is governed exclusively by the confidentiality and intellectual property terms of the MSA, and nothing in this Agreement grants Company any license or rights in Client Content beyond those set out in the MSA.
Client Feedback and Suggestions. Notwithstanding the foregoing, any suggestions, solutions, improvements, corrections, feedback, or other contributions provided by a client to Storysnap regarding the services or the Portal shall be owned by Storysnap, as further detailed in the MSA. The client agrees to assign, and hereby assigns, any and all such rights to Storysnap and shall execute any documents necessary to make such assignment effective.
It is Company’s policy to terminate, in appropriate circumstances, the access or accounts of users who infringe the intellectual property rights of others, and to remove or disable access to allegedly infringing material upon proper notice. If you believe material on the Portal infringes your copyright, you may request removal by contacting Company’s designated copyright agent with: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and information sufficient to locate it; (c) your name, address, telephone number, and (if available) email address; (d) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement that the information you supply is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on its behalf; and (f) your physical or electronic signature.
Copyright notices should be submitted to: Storysnap Legal, 56 Broad St., STE 14099, Boston, MA 02109, mailto:compliance@storysnap.com.
The Portal may contain links to third-party websites or resources. Company does not control and is not responsible for such sites or resources, including their content or privacy practices, and provides such links for convenience only. User accesses third-party sites at its own risk and is encouraged to review the terms and privacy policies governing those sites.
User represents and warrants that: (a) User has reached the age of majority in User’s jurisdiction and has the power and authority to enter into and perform this Agreement; (b) User has provided and will maintain accurate, complete, and current registration information; (c) User is an authorized representative of any entity on whose behalf User acts; (d) User will comply with this Agreement and any other agreement between the parties; (e) User’s use of the Portal will not breach any other agreement to which User is subject; and (f) User will not use the Portal to violate any law or the rights of any person.
This Agreement is effective upon User’s acceptance and continues until terminated. This Agreement terminates automatically if User fails to comply with any provision, and Company may suspend or terminate User’s access to the Portal at any time in its discretion. Termination of this Agreement does not affect the MSA, which governs the underlying client relationship and any data retrieval or deletion rights on termination of services. Upon termination, User shall cease using the Portal. Sections 1, 6, 7, 8, 9, and 13 through 15, and any other provision that by its nature should survive, shall survive termination of this Agreement.
THE PORTAL AND COMPANY CONTENT ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE PORTAL IS AT USER’S SOLE RISK. COMPANY DOES NOT WARRANT THAT USE OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR FREE, OR AS TO THE ACCURACY OF ANY MATERIAL OR ANY RESULTS OBTAINED. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY. THIS SECTION DOES NOT LIMIT ANY EXPRESS WARRANTY PROVIDED BY STORYSNAP IN THE MSA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS LICENSORS, AFFILIATES, OR SUBSIDIARIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PORTAL, INCLUDING USER’S USE OF OR INABILITY TO USE THE PORTAL, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE. IF USER IS DISSATISFIED WITH THE PORTAL, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PORTAL. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY.
The parties’ liability for matters within the scope of the MSA or DPA is governed by the limitation of liability and related provisions of the MSA or DPA, and nothing in this Agreement limits, expands, or otherwise alters those provisions. This Section 14 governs only liability arising from User’s access to and use of the Portal that is not otherwise addressed by the MSA or DPA.
User agrees to indemnify, defend, and hold harmless Company, its licensors, affiliates, and subsidiaries, and their respective members, officers, employees, and agents, from and against any claim, liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) User’s violation of this Agreement; (b) User’s use of the Portal; (c) User Content submitted by or through User’s account; (d) User’s violation of any third-party right, including any intellectual property or privacy right; or (e) User’s violation of any applicable law. This Section does not apply to matters for which indemnification is provided under, and governed by, the MSA.
Independent Contractors. The parties are independent contractors, and neither party has authority to bind the other.
Amendment. Company may modify this Agreement from time to time. Material changes will be communicated through the Portal, by email, or by other reasonable means, and User’s continued use of the Portal after the changes take effect constitutes acceptance. No amendment by User is binding unless in writing and signed by Company.
Assignment. User shall not assign this Agreement without Company’s prior written consent, and any attempted assignment without consent is void. Company may assign this Agreement, including to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Waiver; Severability. No waiver is effective unless in writing and signed by the waiving party. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
Notice. Notices shall be in writing and deemed delivered when sent by first-class mail, postage prepaid, or by email to the address provided. User consents to notice by email.
Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. The state and federal courts located in New York County, New York shall have exclusive jurisdiction over any request for emergency or injunctive relief. Except for (i) requests for injunctive relief and (ii) disputes seeking to enforce, protect, or concerning the validity of a party’s intellectual property rights, or arising from allegations of theft, piracy, invasion of privacy, or unauthorized use, any dispute the parties fail to resolve shall be resolved by binding arbitration in New York County, New York under the Commercial Rules of the American Arbitration Association (“AAA”). Either party may commence arbitration by serving a written Demand for Arbitration. If the parties do not agree on an arbitrator within 20 days, either party may request that the AAA appoint an arbitrator with relevant expertise. Each party shall bear its own costs and attorneys’ fees. Judgment on the award may be entered in any court of competent jurisdiction. All arbitration shall be brought individually and not as part of any class or representative proceeding. This dispute-resolution provision applies to disputes under this Agreement regarding the Portal; disputes arising under the MSA or DPA are governed by the dispute-resolution provisions of those agreements.
Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EXCEPT FOR INJUNCTIVE RELIEF, ALL DISPUTES UNDER THIS AGREEMENT ARE SUBJECT TO ARBITRATION.
Limitation Period. No action arising under this Agreement may be brought by User more than one (1) year after the cause of action accrued.
Equitable Relief. The parties agree that unauthorized use or duplication of the Portal would cause irreparable harm, and Company may seek injunctive or other equitable relief (without posting bond) in addition to any other remedies.
Force Majeure. Neither party is liable for any failure to perform (other than payment obligations) due to causes beyond its reasonable control, provided it resumes performance as soon as practicable.
Export. User shall comply with all applicable U.S. and foreign export control laws and regulations and shall not export or re-export the Portal or any direct product in violation of those laws.
Entire Agreement. This Agreement, together with the MSA, DPA, and Privacy Policy incorporated by reference, constitutes the complete agreement between the parties with respect to User’s access to and use of the Portal, and supersedes any prior or contemporaneous understandings regarding the Portal. For the avoidance of doubt, this Agreement does not supersede or amend the MSA or DPA.
BY CLICKING “I ACCEPT” OR BY LOGGING INTO OR USING THE PORTAL, USER ACKNOWLEDGES THAT USER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT, AND HAS AUTHORITY TO DO SO.