Terms of Service

These Terms of Service (“Terms”) apply to all legal transactions between Storyclash GmbH, Promenade 23, Raum 107 & 108, 4020 Linz, Austria, FN 425334 t – hereinafter referred to as “Storyclash” or “We” – and the contractual partner as defined in the Proposal – hereinafter referred to as “You” or “Customer” – for the provision and use of Storyclash's web-based influencer marketing software operated as a Software-as-a-Service (SaaS) solution for the duration of the subscription.

These Terms as well as the Proposal exclusively govern the entirety of Your collaboration with Storyclash, superseding any terms of Yours and any previous agreements between the parties.

1.DEFINITIONS

1.1“Account” refers to a registered user profile or organizational space that provides access to the Services.

1.2“Agreement” means the entire contractual relationship between the Parties, including the Proposal, these Terms, the Documentation and any other documents agreed upon. No Agreement shall be entered into without an applicable Proposal, the terms of which shall be agreed to and signed by You.

1.3“Authorized Users” means employees, agents, consultants, contractors, or vendors who are authorized by Storyclash to access and use the Services on Your behalf and solely for Your internal business purposes, subject to the terms and conditions of the Agreement.

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

1.5“Documentation” means instructions, either printed or digital, online help files, technical documentation, and user guides for using the Services as may be updated by Storyclash from time to time.

1.6“Party” means one of the contracting parties (Storyclash or the Customer) as defined in the Proposal.

1.7“Proposal” means the document containing the commercial details and specifying the Services and/or other services or deliverables to be provided by Storyclash, which has been accepted and signed (electronically) by You.

1.8“Services” means the services Storyclash provides to You as detailed in the Proposal.

1.9“Subscription” means any agreed use of Storyclash’s Services in accordance with the Agreement during the Subscription Term and subject to the payment of the Subscription Fees.

1.10“Subscription Fees” means the fees that You are required to pay for using the Services as specified in the Proposal.

1.11“Subscription Term” means the agreed period of time within which You may access and use the Services, subject to the payment of the Subscription Fees.

2.SCOPE OF THE SERVICES

2.1Storyclash permits Your Authorized Users to access and use the Services during the Subscription Term.

2.2The metrics presented in the Services, including but not limited to "Potential Viewers", "Estimated Reach", and "Reach", are generated through proprietary statistical models and are intended for informational purposes only. These metrics reflect projected or potential audience characteristics and are not exact representations of actual viewership or engagement. While we make reasonable efforts to ensure the accuracy of these estimations, they are not validated against first-party data and should not be construed as such.

You acknowledge that these figures are estimates and may differ from actual data. Any reliance on these estimations is at Your own discretion and risk. In particular, metrics such as "Potential Viewers" should be understood as indicative of potential viewers only, and may not be applicable across all use cases. We disclaim any liability arising from discrepancies between our estimations and other data sources.

2.3We provide access to historical data for a maximum period of up to 12 months in the past. Data older than 12 months is not retained or accessible within the Services.

3.CHANGES AND MODIFICATION TO THE SERVICES

3.1Although Storyclash aims to minimize changes to the Services (including the Storyclash APIs), Storyclash continuously (i) generally improves the Services, and (ii) customizes the Services to the Customer. Hence, Storyclash may modify, update, or otherwise change, deprecate, or republish the Services or any part of them in order to deliver/roll-out the modifications. Any such changes will be applied automatically.

3.2Storyclash will use commercially reasonable efforts to provide You with advance notice of any material changes to the Services through appropriate means. Notwithstanding the foregoing, changes mandated by third-party requirements (such as platform operators) or applicable law may be implemented immediately without prior notice. If a material change significantly and adversely affects Your use of the Services, Storyclash will, in good faith, seek to discuss the impact with You and work toward a mutually acceptable resolution. While Storyclash does not guarantee the continued availability of any particular feature or functionality, We will reasonably consider Your legitimate interests when making material changes to the Services.

4.YOUR DUTIES

In addition to any other obligations specified in the Agreement, You shall:

a.be fully accountable for the use of the Services through Your Account, whether the use is authorized or unauthorized;

b.be solely responsible for all actions taken within Your Account and through any login created by or assigned to You;

c.be solely responsible for ensuring that Your use of the Services, including any AI-related use, complies with all applicable laws, regulations, and regulatory guidance (including Regulation (EU) 2024/1689 (EU Artificial Intelligence Act));

d.ensure the implementation and maintenance of any equipment and additional services necessary to connect to, access, or otherwise utilize the Services, including but not limited to smartphones, tablets, internet connections, apps, and similar tools;

e.ensure that all Authorized Users comply with the Agreement;

f.be fully liable for the actions and omissions of Your Authorized Users, just as You are for Your own actions;

g.take necessary measures to prevent unauthorized access to or use of the Services;

h.be responsible for safeguarding the password and any access credentials related to Your Account and for all activities associated with it;

i.immediately notify Storyclash in writing of any actual, threatened, or suspected cyber-attack, security breach, data protection violation, password misuse, or any other unauthorized access or use of the Services, and take steps to prevent any resulting financial loss or data leaks;

j.follow the reasonable instructions provided by Storyclash without unnecessary delay.

5.RESTRICTIONS OF USE

You warrant and agree not to, and not to permit, facilitate, or encourage any third party to do, any of the following:

a.misuse any content that is associated with, delivered by, or made available through the Services, including but not limited to text, images, videos, data, and any other materials or resources, in a manner that violates any rights or causes harm to others;

b.use the Services or any part of them beyond the scope expressly defined in the Agreement (including any usage limits and restrictions specified in the Proposal);

c.use the Services or any outputs or data derived from the Services in a manner that is prohibited under the EU Artificial Intelligence Act or any implementing or supplemental rules applicable in the jurisdiction of use;

d.engage in profiling or biometric categorization using the Services or any outputs or data derived from the Services, in particular by inferring or attempting to infer sensitive or protected attributes (such as racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health status, sex life, or sexual orientation) from biometric data, in a manner considered high risk under the EU Artificial Intelligence Act;

e.in the employment context, use the Services or any outputs or data derived from the Services to monitor, evaluate, profile, recruit, select or make or support decisions concerning employees, workers, or applicants in a manner considered high risk under the EU Artificial Intelligence Act;

f.in the education context, use the Services or any outputs or data derived from the Services to monitor, evaluate, assess, profile, or make or support decisions concerning learners, students or applicants in a manner considered high risk under the EU Artificial Intelligence Act;

g.engage in any other use of the Services, or of any outputs or data derived from the Services, that qualifies as, or would reasonably be classified as, a high-risk AI use under the EU Artificial Intelligence Act or any implementing or supplemental rules applicable in the jurisdiction of use;

h.circumvent, disable, or interfere with any technical or organizational controls implemented by Storyclash to prevent uses prohibited by the EU Artificial Intelligence Act or these Terms;

i.transfer, sell, resell, license, sublicense, distribute, rent, lease, make available, offer, or otherwise commercially exploit any Services or act as a reseller for Storyclash;

j.modify, copy, or create derivative works of the Services or any part thereof, beyond what is technically necessary to use the Services;

k.access, tamper with, or use non-public areas of the Services, Storyclash’s systems, or the technical delivery systems of Storyclash or its service providers;

l.attempt to probe, scan, or test the vulnerability of the Services or those of Storyclash’s providers, or breach any of Storyclash’s security or authentication measures;

m.disclose, share, or allow unauthorized access to the password for Your Account(s); or

n.share Your Account across multiple users.

Without limiting any other rights or remedies of Storyclash, any breach or suspected breach of the foregoing provisions constitutes a material breach of the Agreement and may result in immediate suspension or termination of access to the Services, in whole or in part, without prior notice. Storyclash may, where required or permitted by applicable law, report unlawful uses to competent authorities and cooperate with their inquiries.

6.PAYMENT/BILLING

6.1You agree to pay the Subscription Fees for accessing and using the Services. The applicable Subscription Fees for the Initial Term are determined in the Proposal. Storyclash may, in its sole discretion and at any time, modify the standard fees; however, any such modifications will only become effective at the end of the then-current Subscription Term for the consecutive renewal term.

6.2You shall provide Storyclash with accurate and complete billing information, including: company name, full name of the contact person, address, state, zip code, country, telephone number, email address, and VAT (or equivalent) number as necessary. Incorrect or incomplete information may lead to additional efforts for Storyclash. Storyclash reserves the right to charge You for any additional costs that may arise.

6.3Unless agreed otherwise in the Proposal, Storyclash’s invoices are due for payment annually in advance, free of any charges and/or deductions. Payments must, unless otherwise stated in the Proposal, be made in Euro (EUR) and solely via bank transfer (wire transfer) or Stripe within 14 days of the date of the invoice. Payment is deemed to be made only upon receipt of the funds in Storyclash’s bank account. However, if payment is made by credit card, the invoice shall be due immediately upon receipt.

6.4All prices are understood without any applicable taxes, including but not limited to VAT, sales tax, duties, tariffs or other governmental charges of any kind. Any such taxes, if applicable, will be calculated and charged separately based on Your location and applicable tax regulations. It is solely Your responsibility to ensure compliance with local tax laws. You are not entitled to withhold any taxes from amounts due.

6.5In case of payment delays or default on a payment, or if Your use of the Services exceeds the prepaid amounts, Storyclash shall be entitled to: (i) seek compensation for the actual damage incurred or the default interest rate; the default interest rate lies at 3%; (ii) charge You (and You undertake to reimburse) any costs of dunning and collection agencies incurred in the case of Your default on payment insofar as they are necessary for the appropriate legal actions; (iii) demand immediate payment of any outstanding invoices for accrued Services (even if so far not yet due) or demand immediate payment for any Services used in excess of prepaid amounts; (iv) require advance payment; (v) require appropriate security for future performance of Services; and/or (vi) suspend Your Account with 16 days prior notice. Storyclash is not liable for any damages, losses, loss of data, or profits, or any other negative impacts that may occur due to a suspension of Your Account pursuant to this provision. Other rights and remedies of Storyclash are expressly reserved.

7.INTELLECTUAL PROPERTY RIGHTS

7.1Storyclash retains all rights, title and interest in and to the Services. Subject to the Agreement and subject to full payment of the Subscription Fees, You are granted a non-exclusive, limited, non-transferable, and revocable license to use the Services for Your internal business purposes during the Subscription Term.

7.2Storyclash obtains content from various third parties, including social media platforms and individual content creators. This content may include text, images, videos, and other materials provided under specific licenses or agreements. In this context, Storyclash respects the intellectual property rights of others and warrants that, to the best of its knowledge, the Services do not infringe upon the intellectual property rights of any third party.

7.3For the avoidance of doubt, Storyclash does not warrant or guarantee sufficient rights to use any content obtained from third parties, including but not limited to materials sourced from social media platforms and individual content creators. While Storyclash strives to select reputable sources for such content, We cannot assure that the usage of this content will not infringe upon any third parties’ intellectual property rights. You acknowledge that the responsibility for verifying the intellectual property rights associated with any third-party content rests solely with You. Storyclash strongly encourages You to conduct due diligence regarding the use of any content obtained through the Services and to secure any necessary rights, licenses, or permissions needed to use such content in compliance with applicable laws. Storyclash shall not be liable for any direct or indirect damages, losses, or expenses incurred as a result of any claim alleging that Your use of third-party content violates intellectual property rights.

7.4If Storyclash receives information about an infringement or misappropriation claim related to the Services, We may, at our sole discretion and at our own expense, (i) modify the Services to avoid any infringement, (ii) obtain a license for Your continued use of the Services in accordance with the Agreement, or (iii) terminate the Agreement upon 30 days’ written notice and refund You any prepaid Subscription Fees for the remainder of the Subscription Term after the effective date of termination, calculated on a monthly basis (excluding any month begun).

8.SERVICE WARRANTIES

8.1Storyclash is a service provider (Software-as-a-Service) and provides the Services in accordance with the Agreement. During the applicable Subscription Term, Storyclash warrants that Storyclash will provide the Services (i) diligently and with adequate care and (ii) in accordance with all laws applicable to Storyclash, especially all applicable privacy and data protection laws, including but not limited to the GDPR, and other relevant laws governing the processing of personal data.

8.2Except as expressly set forth in the Agreement, the Services are provided “as is” and “as available” and without warranties of any kind, whether expressed or implied, including but not limited to, implied warranties of merchantability, suitability, originality or fitness for a particular purpose. Storyclash does not warrant that the Services will be uninterrupted, bug-free, error-free, or fully functional at all times. To the fullest extent permitted by law, Storyclash expressly disclaims all warranties other than those expressly set forth in the Agreement.

8.3Should Storyclash breach any warranty, Storyclash will make diligent efforts to rectify any non-conformities or defects – including bugs, errors, or other failures – within a reasonable timeframe upon being notified of such issues.

9.LIMITATION OF LIABILITY

9.1Storyclash shall only be liable for compensation for direct damage caused by it, its directors, employees, partners, agents, suppliers or contractors, in connection with the Services. In no event and under no circumstances shall Storyclash be liable for any indirect, incidental, special, consequential exemplary or punitive damages, including without limitation, loss of use, loss of profits, loss of data, loss of goodwill, loss of reputation or other intangible losses, even if Storyclash has been notified of the possible existence of such damages.

9.2In particular, and without limitation, Storyclash shall not be liable for damages resulting from: (i) instructions not issued by You; (ii) Your non-compliance with the Agreement or incorrect use of the Services or (iii) any other liability resulting from Your actions. Furthermore, Storyclash shall not be liable for damages resulting from: (i) Your access to or use of or inability to access or use the Services; (ii) unauthorized access or use of the Services; or (iii) Your insufficient or unsuitable equipment, software, or internet bandwidth.

9.3Except in cases of wilful intent or severe gross negligence (krass grob) on the part of Storyclash, should Storyclash be liable for any reason whatsoever, the total aggregate liability of Storyclash for any and all claims shall not exceed the Subscription Fees actually paid by You to Storyclash in the 12 months preceding the first incident from which liability arose. Multiple claims shall not increase this liability. Any claims for damages are subject to a limitation period of 1 year from the date of Your knowledge of the damage.

10.TERMINATION

10.1The Agreement starts on the Subscription start date specified in the Proposal and will remain in full force and effect for the duration outlined in the Proposal (“Initial Term”), unless it is terminated earlier in accordance with these Terms. If no duration is mentioned in the Proposal, the Subscription Term will be one year.

10.2Subscriptions shall automatically renew for successive terms equal to the Initial Term unless otherwise agreed upon in the Proposal or Agreement or unless You notify Storyclash in writing (to Storyclash via email at customersuccess@storyclash.com) of Your intent not to renew at least 90 days prior to the expiration of the then-current Subscription Term. If You fail to do so, Your Subscription will automatically renew, entitling Storyclash to collect the then-applicable Subscription Fees.

10.3For clarity, the Agreement cannot be terminated for convenience during the agreed Subscription Term.

10.4Both Parties are entitled to terminate the Agreement and Your use of the Services at any time with immediate effect if the other Party fails to comply with the Agreement in a significant manner, despite being requested in writing to refrain from such breach, with a reasonable grace period not exceeding 30 days.

10.5In the event of termination for cause by Storyclash, if it affects a period covered by prepaid fees, the termination will be effective immediately; no prepaid fees (including Subscription Fees for the remainder of the term) will be refunded. Additionally, all fees for services and/or products provided by Storyclash and consumed but not yet paid by You will become immediately due and payable by You. In the case of termination for cause by You, any prepaid fees for unused subscription periods following the effective date of termination shall, upon written request to Storyclash, be refunded on a pro-rata monthly basis (excluding any month begun). Where applicable, any consumption-based fees will be charged and calculated according to actual usage.

10.6Upon termination, all rights, licenses, and subscriptions granted to You under the Agreement will cease immediately. You shall immediately stop (and cause any Authorized Users to stop) using the Services and any content. After the effective date of termination, any access or use of the Services by You shall be considered an infringement and/or misappropriation of Storyclash’s proprietary rights. You shall immediately either return or destroy all Confidential Information of Storyclash and certify the same in writing to Storyclash.

11.CONFIDENTIALITY

11.1Each Party shall treat any and all Confidential Information as confidential and take reasonable steps to safeguard it from unauthorized access, use, and disclosure. Each Party agrees to use the Confidential Information of the other Party solely for the purposes of the Agreement and will not disclose it to third parties without prior written consent. Disclosure is permitted to employees and contractors who have a need to know and are bound by confidentiality obligations. If disclosure is required by law, the Party must provide prior written notice (if possible), allow the other Party to contest the disclosure, and limit the information shared to the extent strictly necessary. Each Party will promptly notify the other of any confidentiality breaches.

11.2You agree that all pricing information provided by Storyclash or agreed on in relation to the Services offered under the Agreement is strictly confidential. You shall not disclose, publish, or otherwise communicate any details of the pricing to any third party without the prior written consent of Storyclash. Any breach of this confidentiality obligation may result in legal action and/or termination of the Agreement by Storyclash.

12.DATA PROTECTION & USAGE DATA

12.1Both Parties will comply with the applicable provisions of the European General Data Protection Regulation (GDPR). If Storyclash processes any personal data from You that is subject to the GDPR, the Storyclash Data Protection Agreement will apply.

12.2Storyclash may collect data on the usage of the Services. Storyclash owns, shall own, and will continue to own all rights, title, and interest in and to all usage data collected through the Services. This includes, but is not limited to, information on engagement patterns and usage interactions with the Services, such as clickstream data, access times, session durations, navigation paths, and other metrics that reflect how users interact with the Services. Storyclash collects and utilizes this data solely for the purpose of improving, optimizing, and enhancing its Services. For avoidance of doubt, Storyclash is not obligated to further inform You about the collection of this usage data unless required by applicable law, and We will not disclose or share such usage data with third parties.

13.FORCE MAJEURE

13.1If either Party is prevented, hindered, or delayed from performing any of its obligations under the Agreement by a Force Majeure Event, that Party shall be excused from such performance to the extent and for the duration of the Force Majeure Event, provided that the Party affected by the Force Majeure Event shall use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably possible. For the purposes of the Agreement, “Force Majeure Event” means any event or circumstance beyond the reasonable control of a Party, including but not limited to natural disasters, acts of God, labor disputes, civil unrest, terrorism (including cyber-terrorism), wars, epidemics or pandemics, governmental regulations, orders or actions, technical failures by third parties, utility disruptions, cyber-attacks and outages of social media platforms services. In such cases, the performance of obligations shall be suspended without liability.

13.2If the Force Majeure Event continues for a period of more than 60 days, either Party may terminate the Agreement by providing written notice to the other Party, without liability, except for payment of any fees accrued prior to the Force Majeure Event. Any prepaid Subscription Fees for unused subscription periods following termination shall be refunded on a pro-rata monthly basis (excluding any month begun), upon written request to Storyclash.

14.CUSTOMER REFERENCES

Storyclash shall have the right to list You as a customer in Storyclash's marketing, promotional, and sales materials (including customer lists, presentations, websites, and case studies), in any medium or format, including the use of Your name and logo. To this end, You grant Storyclash a non-exclusive, royalty-free, worldwide license to use Your name and logo for the limited purpose of identifying You as a customer of Storyclash. Any such use shall be in accordance with any reasonable brand guidelines or trademark usage policies You provide in writing. Storyclash shall not use Your name or logo in a manner that suggests endorsement or partnership beyond the scope of this Agreement.