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Terms of Service

StoryPath AI, Inc.

Last Updated: Feb 5th, 2025

These Terms of Service (the "Terms") constitute a legally binding agreement between you and StoryPath AI, Inc. d/b/a StoryPath ("StoryPath," "we," or "us") with respect to your access to and use of the Service. Your access to and use of the Service is offered subject to your acceptance of all terms and conditions set forth herein. As used herein, "you" means the natural person or entity that has agreed to be bound by these Terms, including, without limitation and as dictated by the circumstances, as a Customer and/or as an Authorized User.

PLEASE READ THESE TERMS CAREFULLY. BY PLACING OR EXECUTING AN ORDER, BY CLICKING "I ACCEPT," OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE STORYPATH PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY'S OR OTHER ORGANIZATION'S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

STORYPATH MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR YOUR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE IS REVOKED IN SUCH JURISDICTIONS.

1. Definitions

Capitalized terms used herein but not otherwise defined will have the meanings set forth below:

"Agreement" means these Terms, together with any Order (as defined below) in which these Terms are incorporated.

"Authorized Users" means the employees or contractors of Customer who Customer has designated and authorized to be granted access to the Service.

"Customer" means a person or entity that is purchasing or registering (or that has purchased or registered) for access to the Service, whether on a paid subscription, free trial, or other basis.

"Customer Materials" means any information, data, content, images, trademarks, tradenames, logos, and other materials, in any form or medium, that are submitted, posted, collected, transmitted, or otherwise provided by or on behalf of Customer or any Authorized User through the Service or to StoryPath in connection with Customer's or any Authorized User's access to or use of the Service, but excluding, for clarity, Aggregate Data (as defined below) and any other information, data, data models, content or materials owned or controlled by StoryPath and made available through or in connection with the Service.

"Documentation" means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form if and as provided by StoryPath to Customer (including any revised versions thereof) relating to the Service, which may be updated from time to time upon notice to Customer.

"Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

"Privacy Policy" means the StoryPath Privacy Policy, available for review at https://storypath.ai/privacy, as the same may be amended, revised or replaced from time to time in StoryPath's discretion.

2. The Service

StoryPath operates an online service through its website with a homepage at https://storypath.ai/, its subdomains and/or other websites, and those associated mobile and/or desktop applications designated by StoryPath for use with such service from time to time (the "Site"), including all features, content, applications, application program interfaces, widgets and other tools and services made available therethrough or included thereon and that is made available by StoryPath to Customer in accordance with the Order (as defined below) (collectively, the "Service"), which service facilitates and enables the efficient and streamlined creation by users of interactive and engaging sales and related content. The scope of your access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined below) selected by Customer, which Subscription Plan will be identified and described on an order form executed by Customer and StoryPath and incorporating these Terms, or through such other ordering process (including via online registration or, if applicable, via an online check-out functionality available through the Site) as may be permitted by StoryPath from time to time (an "Order"). StoryPath may choose not to accept Orders at its sole and absolute discretion. For the avoidance of doubt, all Orders accepted by StoryPath shall be subject to these Terms, except where Customer and StoryPath have agreed to and executed a separate written agreement with respect to an applicable Order. StoryPath reserves the right to discontinue or modify any aspect of the Service at any time and in its discretion.

3. Changes to Terms

Except where otherwise set forth in an applicable Order, StoryPath reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Any modifications or changes to these Terms will be effective immediately upon posting to the Site, unless otherwise specified in the updated Terms. Your continued access to and use of the Site or the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Site and the Service.

4. Access to the Service

  1. Customers and Authorized Users.Subject to Customer's compliance with the Agreement, StoryPath will provide to Customer's Authorized Users access to and use of the Service, in accordance with Customer's Subscription Plan, only during the Term, and solely for Customer's internal business purposes.
  2. Limitations.The rights granted under Section 4(a) hereof are non-exclusive, non-transferable (except in accordance with Section 24(d) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). The Service may only be accessed and used by Authorized Users for the sole purpose of performing their job functions for Customer. Each account for the Service may only be accessed and used by the specific Authorized User for whom such account is created. All account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under your (or if you are a Customer, any Authorized User's) credentials, whether or not such action was taken or authorized by you or the applicable Authorized User; and (ii) all uses of the Service resulting from access provided to you by StoryPath, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. StoryPath may suspend or terminate Customer's or any Authorized User's access to the Service or any component thereof if StoryPath reasonably determines that Customer or such Authorized User has violated any part of the Agreement. Customer will be liable to StoryPath for any violation of the Agreement by Customer or any Authorized User.
  3. Rights of Customer.As between StoryPath and Customer, Customer is and shall be responsible for determining the scope and level of each Authorized User's access to the Service, subject to all such usage restrictions and other limitations as may be set forth herein or in the Order. Customer may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Service. If, at any time, Customer ceases to classify an entity or individual as an Authorized User hereunder, all rights of such person or entity to access or use the Service shall immediately cease.
  4. Agency Accounts. The Service may allow Customer to create an account to act as an agency on behalf of one or more Customer clients. If you are using the Service as an agent, you acknowledge that: (i) you will be responsible for all acts, omissions and obligations of your clients and/or customers in connection with the Service, these Terms and any Customer Materials; and (ii) you will be charged Fees for each client or customer on whose behalf you are using the Service.

5. Restrictions

You will not and, if you are a Customer, you will ensure your Authorized Users do not, do any of the following:

  1. Post, upload, publish, submit, or transmit any Customer Materials that: (i) infringe, misappropriate, or violate a third party's Intellectual Property Rights or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) are fraudulent, false, misleading or deceptive; (iv) are defamatory, obscene, pornographic, vulgar or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) are violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances;
  2. Use, display, mirror, or frame the Service or any individual element within the Service, StoryPath's name, any StoryPath trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in a manner outside of the standard and intended functionality of the Service, without StoryPath's express written consent;
  3. Provide any third parties with access to any of the Service or its outputs (except, if you are a Customer, to Authorized Users), or use any of the Service for time sharing or similar purposes for the benefit of any third party;
  4. Sell, resell, rent or lease the Service or any component or output thereof;
  5. Access, tamper with, or use non-public areas of the Service, StoryPath's computer systems, or the technical delivery systems of StoryPath's providers;
  6. Attempt to probe, scan, or test the vulnerability of any StoryPath system or network or breach any security or authentication measures;
  7. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by StoryPath or any of StoryPath's providers or any other third party (including another user) to protect the Service;
  8. Attempt to access or search the Service or download content from the Service using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by StoryPath or other generally available third-party web browsers;
  9. Send any illegal, unsolicited, or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation in violation of applicable law;
  10. Use any meta tags or other hidden text or metadata utilizing a StoryPath trademark, logo URL, or product name without StoryPath's express written consent;
  11. Use the Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  12. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
  13. Attempt to decipher, decompile, disassemble or reverse engineer the Service or any of the software used to provide the same;
  14. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
  15. Collect or store any personally identifiable information relating to other users of the Service in violation of applicable law;
  16. Impersonate or misrepresent your affiliation with any person or entity;
  17. Use the Service to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Service or StoryPath;
  18. Violate any applicable law or regulation; or
  19. Encourage or enable any other individual to do any of the foregoing.

6. Customer Materials

In connection with and to facilitate your use of the Service, you may be permitted to input, upload or otherwise submit Customer Materials to the Service. As between you and StoryPath, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Materials. You will not, and if you are a Customer, you will ensure that any Authorized Users do not, input, upload, or otherwise submit, directly or indirectly, any Customer Materials or other information, materials, or content that: (a) infringe the Intellectual Property Rights, rights of privacy or publicity, or other proprietary rights of any third party; (b) violate any applicable law; or (c) contain any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge that the Service is not designed with security and access management for processing or storing any personal or other sensitive information that imposes specific data security obligations on StoryPath for the processing or storage of such data, including, without limitation, any "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, cardholder, payment card, or related information protected by the Payment Card Industry Data Security Standard, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "personal information" as defined under the California Consumer Privacy Act of 2018 (as amended), "personal data" as defined under the General Data Protection Regulation or UK General Data Production Regulation, or other information similar to any of the foregoing, however described, as defined under applicable law (each of the foregoing, "Prohibited Content"). You shall not, and if you are a Customer, you shall ensure that your Authorized Users do not, provide any Prohibited Content to, or upload or submit any Prohibited Content through, the Service. You are solely responsible for reviewing all Customer Materials and you represent and warrant to StoryPath that no Customer Materials constitute or contain Prohibited Content. You further represent and warrant that (a) you have obtained and/or will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer's privacy policy, or, if Customer is using the Service as an agent, any information or materials of Customer's clients or customers) as contemplated by this Agreement, and (b) StoryPath's use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third party. StoryPath makes no representations or warranties with respect to, and disclaims any responsibility or liability for, your Customer Materials, and you will indemnify StoryPath for any failure by you (and if you are a Customer, by any Authorized User) to comply with the requirements of this Section 6.

7. StoryPath Materials

The Service may make available certain content, data, information (including contact information), or other materials collected or provided by StoryPath or Third-Party Services (as defined below) (collectively, "StoryPath Materials"). Such materials are proprietary to StoryPath or its licensors or providers, and Customer has a limited right to use any StoryPath Materials, or portions thereof, for its own internal sales and marketing business use in accordance with applicable laws. Customer is expressly prohibited from using the StoryPath Materials for any other purpose. StoryPath is not responsible for providing notice to, or obtaining any consents from, individuals to whom StoryPath Materials relate. Customer is solely responsible for ensuring that it uses and discloses StoryPath Materials in accordance with applicable laws including, but not limited to, marketing laws. Customer acknowledges that StoryPath has not obtained any marketing consents on behalf of Customer and that some jurisdictions may require that Customer obtain consent from individuals that StoryPath Materials relate to for Customer to send marketing communications to such individuals. Customer is solely responsible for ensuring that any marketing communications it sends to individuals comply with applicable laws. Customer will not in any way distribute or re-distribute, or otherwise commercialize or sell any StoryPath Materials or offer or enable access to such materials or any portion of them as a stand-alone product. Customer is solely responsible for compliance with all applicable laws regarding its and its Authorized Users' use of StoryPath Materials or portions thereof. StoryPath (or its licensors or providers, as applicable) retains all ownership of the StoryPath Materials.

8. Generated Content

  1. Creation of Generated Content.The Service may permit you to use Customer Materials and/or StoryPath Materials to generate sales and other content ("Generated Content"). You are solely and exclusively responsible for any Generated Content that you create, including the selection and use of Customer Materials and/or StoryPath Materials with respect to the same. By creating any Generated Content, you represent, warrant, and covenant that: (i) to the extent your Generated Content contains Customer Materials, you have all rights, licenses, and permissions necessary to use such Customer Materials, and that the Customer Materials otherwise comply in all respects with the requirements of Section 6 hereof; (ii) the Generated Content is not, nor is it likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors; (iii) the Generated Content does not violate any applicable law; and (iv) except to the extent caused solely by incorporated StoryPath Materials, the Generated Content does not violate the Intellectual Property Rights, rights of privacy or publicity, or other proprietary rights of any third party.
  2. AI-Generated Content.As part of the Service, you may access certain features powered by third-party generative AI tools (the "AI-Assisted Features"). Any responses, suggestions, work product, text, decisions, or other output generated through the AI-Assisted Features ("AI-Generated Content") shall be deemed Generated Content hereunder and shall not be considered StoryPath Materials. You acknowledge and agree that (i) AI-Generated Content may be similar to content generated for other users, is based on such users' inputs, and may not be copyrightable or otherwise subject to legal ownership by you; (ii) AI-Generated Content may contain information that is false, misleading, inaccurate, infringing, or otherwise unlawful; and (iii) StoryPath does not, and is not obligated to, monitor or review AI-Generated Content or the AI models incorporated in the AI-Assisted Features. StoryPath makes no representations or warranties that (a) AI-Generated Content will be accurate, appropriate, lawful, unique, copyrightable, or otherwise owned by Customer, or (b) the AI models through which AI-Generated Content is generated have been or are trained on commercially viable data. You are solely responsible for all Customer Materials (including inputs and instructions submitted to the AI-Assisted Features), for all AI-Generated Content you create, and for all use, reliance, publication, distribution, or dissemination of such AI-Generated Content (including evaluating its accuracy, legality, and appropriateness, and, if acting as an agent, use by Customer's clients or customers).
  3. Publication of Generated Content. The Service may permit you to download or export your Generated Content to allow you to post or otherwise disseminate your Generated Content. You, and not StoryPath, are solely and completely responsible for your use of any Generated Content, including, without limitation, for any downloading, posting, or other transmission of the same. By posting, publishing, distributing, or otherwise making any Generated Content publicly available, you (i) acknowledge and agree that you are solely and exclusively responsible for such use, publication, or dissemination, including for ensuring compliance with all applicable laws and regulations (including, without limitation, advertising, marketing, and consumer protection laws) and with the terms, policies, and community guidelines of any social media or other platforms on which such Generated Content is made available, and (ii) represent and warrant that all such use, publication, or dissemination will at all times fully comply with the foregoing. You will indemnify and hold StoryPath harmless from and against any costs, losses, or liability arising in any way from your use of Generated Content, including, without limitation, your downloading, posting, or transmission of the same, and for any breach by you of the obligations, representations and warranties contained in this Section.

9. StoryPath Obligations

You acknowledge and agree that StoryPath does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including Customer Materials or Generated Content) transmitted through, posted to, or otherwise available or viewable on the Site or the Service, and StoryPath will not be responsible for such data, information, materials, or content (including Customer Materials or Generated Content). Notwithstanding the foregoing, however, StoryPath may, at its option and in its sole discretion, monitor and review or remove or delete from the Site or the Service any data, information, materials, or content (including any Customer Materials or Generated Content) that StoryPath determines violates these Terms in any manner, or that StoryPath otherwise determines is, or is likely to be, hazardous, objectionable, or exposes StoryPath or any of its licensors, service providers, or other users of the Service to risk of danger or liability.

10. Objectionable Materials

You understand and acknowledge that, by accessing and using the Service, you may encounter content that could be deemed offensive, indecent, or objectionable, or which may or may not be identified as having explicit language ("Objectionable Materials"). No safeguard implemented to limit the availability and dissemination of Objectionable Material through the Service will be completely effective in all circumstances, and you agree and acknowledge that StoryPath will not have any liability or responsibility to you or any third party for any failure of the Service to accurately identify and/or prevent the display of Objectionable Materials. Additionally, we note that any determination as to what constitutes Objectionable Material is a matter of personal opinion, and StoryPath cannot guarantee that any parameters used by StoryPath in identifying Objectionable Materials will align with the opinions of all users. Accordingly, you agree that any use of the Service by you is at your sole risk and that StoryPath shall have no liability to you for any content that may be found to be Objectionable Material.

11. Support

StoryPath will provide reasonable technical support to Customer by automated chatbot or electronic mail in connection with its use of the Service on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays ("Support Hours"), unless Customer has paid for a service tier with expanded support or has otherwise purchased additional support coverage. Prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support. Further, Customer will reasonably cooperate with StoryPath support staff as needed to resolve the issue. Customer may initiate a helpdesk ticket during Support Hours by emailing support@StoryPath.aior contacting Customer's dedicated account manager.

12. Subscription Plans

  1. Subscription Plans.The Service is offered on a subscription basis and in accordance with the individual service plan selected by Customer and identified on the Order (a "Subscription Plan"). We may modify, terminate, or replace any Subscription Plan from time to time in our sole discretion and without prior notice; provided, however, that any such modification, termination, or replacement shall not become effective as to Customer and its Authorized Users until the end of Customer's then-current subscription term. The scope of benefits available to Customer and its Authorized Users with respect to any Subscription Plan shall be as described on the Order or, in the case of online ordering, as otherwise limited by the terms disclosed to Customer at the time of purchase of the Subscription Plan through the Site.
  2. Term.Unless earlier terminated as provided for herein, Customer's Subscription Plan shall commence on Customer's acceptance of the Order and shall continue for the initial term identified on the Order (the "Initial Term"), after which time the Subscription Plan shall automatically renew for successive periods of the same length (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party provides the other with written notice of non-renewal not less than 30 days prior to the expiration of the then-current Initial Term or Renewal Term, as the case may be.
  3. Termination for Cause.In addition to such other termination rights as may be set forth in the Agreement, either party may terminate Customer's Subscription Plan, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party (a) materially breaches these Terms, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent; (c) admits its inability to pay its debts generally as they become due; (d) becomes subject to any bankruptcy proceeding which is not dismissed or vacated within 60 days after filing; (e) is dissolved or liquidated; (f) makes a general assignment for the benefit of creditors; or (g) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business.
  4. Effect of Termination.Upon any termination of Customer's Subscription Plan for any reason, Customer shall (i) except as expressly provided in the following sentence, immediately cease (and ensure that each of its Authorized Users immediately cease) all use of the Service, and (ii) promptly pay to StoryPath all Fees (as defined below) and other amounts due and owing (but unpaid) to StoryPath as of the date of such termination. Notwithstanding the foregoing, but subject to Customer's full payment of all amounts due and owing hereunder and its compliance with these Terms, StoryPath will permit Customer, for a period of thirty (30) days following expiration or termination of the Subscription Plan, reasonable access to such Customer Materials and Generated Content as was available to Customer through the Service as of the date of such termination or expiration for purposes of permitting Customer to download or export such Customer Materials and Generated Content. After such 30-day period, StoryPath will have no obligation to maintain or provide Customer or any Authorized User with access to any Customer Materials or Generated Content and may thereafter, unless legally prohibited, delete all Customer Materials or Generated Data housed in or available through the Service.
  5. Survival. The provisions of the following Sections of these Terms will survive any termination of the Agreement: [Surviving sections to be inserted]

13. Fees and Payment

  1. Fees.Customer will pay StoryPath the fees, charges, and other amounts set forth in the applicable Order in accordance with the terms thereof ("Fees") and without offset or deduction. Except as otherwise set forth in the Order, StoryPath will issue invoices to Customer during the Term at the frequency applicable to Customer's Subscription Plan, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice.
  2. Payments.Payments due to StoryPath under this Agreement must be made in U.S. dollars by credit card, ACH or wire transfer of immediately available funds to an account designated by StoryPath or by such other payment method as may be set forth on the Order. If Customer has signed up for automatic billing, StoryPath will charge Customer's selected payment method (such as a credit card, debit card, gift card/code, or other method available in Customer's home country) for any Fees on the applicable payment date, including any applicable taxes. If StoryPath cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and StoryPath will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, StoryPath may update information regarding Customer's selected payment method if provided such information by Customer's financial institution. ALL FEES DUE HEREUNDER ARE NON-REFUNDABLE. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and StoryPath may suspend Customer's and its Authorized Users' access to the Service until all payments are made in full. Customer will reimburse StoryPath for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any late payments or interest.
  3. Taxes.Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to StoryPath hereunder, other than any taxes imposed on StoryPath's income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to StoryPath hereunder, Customer will pay an additional amount, so that StoryPath receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
  4. Promotions. StoryPath may offer from time to time promotions on its website or with respect to the Service that may affect pricing and that are governed by terms and conditions separate from or in addition to those in these Terms. If there is a conflict between the terms for a promotion and the provisions of these Terms, the promotion terms will govern.

14. Privacy

You acknowledge and agree that information collected by StoryPath is subject to our Privacy Policy. By accessing or using the Site or the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

15. Intellectual Property

  1. StoryPath Intellectual Property. As between you and StoryPath, the Site, the Service, the StoryPath Materials, all Aggregate Data, and all software and other technologies embodied in or used to provide any of the foregoing, and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of StoryPath and its licensors. No rights are granted to you other than as expressly set forth herein.
  2. Customer Intellectual Property. As between you and StoryPath, but subject to Sections 8(b) and 15(c) hereof, Customer owns all right, title and interest in and to the Customer Materials and, except to the extent incorporating any StoryPath Materials, to the Generated Content.
  3. License to Customer Intellectual Property. You hereby grant to StoryPath an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute the Customer Materials and Generated Content for purposes of providing the Service, and for such other purposes as may be set forth herein. You represent and warrant to StoryPath that you have all rights necessary to grant the rights and licenses granted to StoryPath under these Terms.
  4. Feedback.To the extent you provide StoryPath with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or the Service (collectively, "Feedback"), you hereby assign and agree to assign to StoryPath all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that StoryPath will be free to use such Feedback in any manner, including by implementing such Feedback in the Site, the Service, and/or StoryPath's other technologies, products and services, without compensation or other obligation to you.
  5. Data Use.Without limiting any of StoryPath's other rights hereunder, StoryPath shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any information, including, without limitation, statistical usage information, that StoryPath learns, acquires or obtains in connection with these Terms (collectively, "Aggregate Data"), within the scope of its regular business operations, including, without limitation, (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving StoryPath software and other products and services, and (iii) marketing, distributing, or otherwise making StoryPath products and services available to its customers.

16. Confidential Information

  1. Definition. As used herein, "Confidential Information" means any information that one party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Service will be deemed Confidential Information of StoryPath. However, Confidential Information will not include any information or materials that: (i) are at the date of disclosure or have subsequently become generally known or available to the public through no act or failure to act by the Receiving Party; (ii) are rightfully known by the Receiving Party without obligation of confidentiality before receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party on a non-confidential basis from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
  2. Obligations.The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, contractors, or service providers of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by obligations of confidentiality and non-disclosure at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by applicable law or the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
  3. Terms of this Agreement.The terms and conditions of this Agreement will constitute Confidential Information of each party but may be disclosed on a confidential basis to a party's advisors, attorneys, actual or bona fide potential acquirers, investors, or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

17. Third-Party Websites, Resources, and Services

  1. Third-Party Websites and Resources. The Service may allow you to access third-party websites or other resources (including, without limitation, as may be incorporated in the StoryPath Materials). We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
  2. Third-Party Services.Certain features and functionalities within the Service may allow you and your Authorized Users to interface or interact with, share Customer Materials with, access and/or use compatible third-party services, products, technology and content (collectively, "Third-Party Services") through the Service (including, without limitation, in connection with the StoryPath Materials). StoryPath does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Service or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you and your Authorized Users use of the Third-Party Services in connection with the Service.

18. Disclaimer of Warranties

THE SITE, THE SERVICE, AND ANY STORYPATH MATERIALS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND STORYPATH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER STORYPATH NOR ANY PERSON ASSOCIATED WITH STORYPATH MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, THE SERVICE, OR ANY STORYPATH MATERIALS. WITHOUT LIMITING THE FOREGOING, NEITHER STORYPATH NOR ANYONE ASSOCIATED WITH STORYPATH REPRESENTS OR WARRANTS THAT THE SITE, THE SERVICE (OR ANY COMPONENT THEREOF, INCLUDING THE AI-ASSISTED FEATURES), OR ANY STORYPATH MATERIALS, OR ANY CONTENT AVAILABLE THERETHROUGH OR RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, THE SERVICE, THE STORYPATH MATERIALS, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, THE SERVICE, OR THE STORYPATH MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. STORYPATH MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY CONTENT DISPLAYED, POSTED TO, GENERATED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, THE SERVICE, OR ANY STORYPATH MATERIALS (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMER MATERIALS, AI-GENERATED CONTENT, OR GENERATED CONTENT) WILL BE APPROPRIATE, COMPLETE, ACCURATE, OR RELIABLE, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR ACCESS TO, VIEWING OF, AND USE OF SUCH CONTENT. STORYPATH FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, ANY THIRD-PARTY SERVICES OR OTHER CONTENT OWNED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICE, OR FOR THE ACTIONS OF OTHER USERS OF THE SERVICE OR THE PROVIDERS OF THIRD-PARTY SERVICES. AS BETWEEN YOU AND STORYPATH, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF AND RELIANCE ON THE SITE, THE SERVICE, ANY STORYPATH MATERIALS, AND ALL CONTENT (INCLUDING, WITHOUT LIMITATION, ALL THIRD-PARTY SERVICES, CUSTOMER MATERIALS, AND/OR GENERATED CONTENT) AVAILABLE THERETHROUGH OR GENERATED THEREON.

YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE SERVICE AND FOR YOUR CREATION AND/OR USE OF ANY GENERATED CONTENT (INCLUDING, WITHOUT LIMITATION, ALL AI-GENERATED CONTENT), AND YOU ACCEPT ALL RISKS WITH RESPECT TO ANY ACTIONS YOU TAKE WITH RESPECT TO THE SITE, THE SERVICE, AND ANY OUTPUT OR PRODUCT THEREOF.

19. Indemnity

  1. Indemnification by StoryPath.Subject to Section 19(b), StoryPath will defend Customer against any claim, suit, or proceeding brought by a third party ("Claims") against Customer, to the extent alleging that Customer's authorized access or use of the Service infringes or misappropriates such third party's Intellectual Property Rights and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by StoryPath (including reasonable attorneys' fees) resulting from such Claim.
  2. Exclusions.StoryPath's obligations under Section 19(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer's or any Authorized User's breach of this Agreement, negligence, willful misconduct, or fraud; (ii) any Customer Materials; (iii) Customer's failure to use any enhancements, modifications, or updates to the Service that have been provided by StoryPath; (iv) modifications to the Service by anyone other than StoryPath; (v) combinations of the Service with software, data or materials not provided by StoryPath; or (vi) any Generated Content.
  3. IP Remedies.If StoryPath reasonably believes the Service (or any component thereof) could infringe any third party's Intellectual Property Rights, StoryPath may, at its sole option and expense, use commercially reasonable efforts to (i) modify or replace the Service or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue using the Service. If StoryPath determines that neither alternative is commercially practicable, StoryPath may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, StoryPath will refund to Customer a portion of any Fees that have been prepaid for the unexpired portion of the Term. The rights and remedies set forth in this Section 19 will constitute Customer's sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Service.
  4. Indemnification by Customer.You will defend StoryPath against Claims arising from (i) any Customer Materials, including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party's Intellectual Property Rights or rights of privacy or publicity; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer's products or services; (iii) access or use of the Service by Customer or its Authorized Users or other personnel in a manner that is not in accordance with this Agreement or the Documentation; (iv) any allegation that the Generated Content (including any AI-Generated Content) or your use or dissemination thereof infringes, misappropriates, or otherwise violates the Intellectual Property Rights or rights of privacy or publicity of any third party or violates any applicable law, except to the extent caused exclusively by any StoryPath Materials incorporated therein; and (v) your (or if you are a Customer, your Authorized Users') negligence or willful misconduct, and in each case, will indemnify and hold harmless StoryPath against any damages and costs awarded against StoryPath or agreed in settlement by Customer (including reasonable attorneys' fees) resulting from such Claim.
  5. Indemnification Procedure.The party seeking defense and indemnity (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") of the Claim for which indemnity is being sought and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel, or if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL STORYPATH OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, THE SERVICE, THE STORYPATH MATERIALS, OR ANY CONTENT GENERATED THEREON OR MADE AVAILABLE THERETHROUGH, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF STORYPATH IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL STORYPATH'S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO STORYPATH IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Site or the Service, your sole and exclusive remedy is to cease all access to and use of the Site and the Service.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, StoryPath shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and StoryPath understand and agree that the disclaimers, exclusions, and limitations in this Section 20 and in Section 18 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that StoryPath would be unable to make the Site or the Service available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

21. Digital Millennium Copyright Act

StoryPath is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a "DMCA Takedown Notice") with the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
  • Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Any DMCA Takedown Notice should be sent to: [EMAIL]. You acknowledge that for StoryPath to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

22. Operation from the United States

The Service is hosted by servers located in the United States. Using the Service may be prohibited or restricted in certain other countries. If you use the Site or the Service from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the Site or the Service from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Site or the Service, which is governed by U.S. law and these Terms (including our Privacy Policy): (i) you are transferring your personal information to the United States; and (ii) you hereby consent to such transfer, to the application of the laws of the United States and the State of California with respect to any dispute arising from or related to the Privacy Policy and your use of the Site or the Service, and to the exclusive jurisdiction of the courts of the United States and the State of California.

23. Governing Law and Forum Choice

The Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law's provisions. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state and federal courts located in the Southern District of California, and you and StoryPath each waive any objection to jurisdiction and venue in such courts.

24. Miscellaneous

  1. Marketing.StoryPath may use Customer's name as part of a general list of clients and may refer to Customer as a client and user of the Service in its general advertising and marketing materials.
  2. Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. StoryPath shall not have any liability to you or any third party for any planned or unplanned unavailability or downtime.
  3. Relationship of the Parties.The parties are acting as independent entities, and nothing in these Terms will be construed as establishing an employment, agency, partnership or joint venture relationship between you and StoryPath or between one party and any of the other party's personnel. Neither party has authority to bind the other party by contract or otherwise. Other than as contemplated in Section 19 hereof, you and StoryPath intend for the terms and provisions of these Terms to benefit solely you and StoryPath, and nothing in these Terms is to be construed as conferring third-party beneficiary rights on any other person or entity.
  4. Assignment.You may not assign or transfer the Terms or the Agreement or any rights or obligations hereunder to any other person without StoryPath's prior written consent; provided, however, that, if you are a Customer, you may assign these Terms, without consent but upon written notice to StoryPath, to an affiliate or to the successor-in-interest to all or substantially all of your business or assets to which these Terms relate. Any purported assignment in violation of this paragraph is void and of no effect. StoryPath may assign any Order, these Terms or its obligations hereunder without restriction. These Terms shall be binding on the parties and their permitted successors and assigns.
  5. Subcontracting.StoryPath may use subcontractors and other third-party providers ("Subcontractors") in connection with the performance of its own obligations hereunder as it deems appropriate. Notwithstanding anything to the contrary in the Agreement, with respect to any third-party vendors, including any hosting or payment vendors, StoryPath will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of StoryPath.
  6. Export Compliance. You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Service nor any direct products or outputs thereof are: (i) exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by such export laws and regulations.
  7. Force Majeure. StoryPath will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
  8. Class Action and Jury Waiver. You and StoryPath each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  9. Notices. Except as otherwise set forth herein, StoryPath may give notice to you by means of electronic mail to your e-mail address on record with StoryPath (including any email account associated with your user account(s)) or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to your address on record with StoryPath, and you may give notice to StoryPath by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to: [ADDRESS]. Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to these Terms shall be in the English language. For contractual purposes, you consent to receive communications from us in electronic form and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  10. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
  11. Amendment. Except as otherwise set forth herein, these Terms (including, without limitation, any Order) may only be amended by a writing signed by both parties. No term contained in any Order will be deemed to amend these Terms unless the Order references the affected provision in these Terms and provides that the Order is amending that specific provision (and then only with respect to the services performed pursuant to such Order).
  12. California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.
  13. Entire Agreement. These Terms, together with any Order, constitutes the sole and entire agreement between you and StoryPath with respect to the subject matter hereof, and supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.

For more information or other questions, please contact StoryPath by email at terms@storypath.ai.