Last revised March 23, 2020.
These terms of service (the “Terms of Service”) are offered by StorySlab, Inc. a Delaware C-Corporation, having its principal place of business at 327 West Fayette St, Suite 300, Syracuse, NY 13202 (hereinafter “StorySlab”, “us”, “we”, “our”, or any similar expression) govern your use of the Site, App, Service and Content thereon (each defined below).
The party accepting these terms with StorySlab is responsible for all acts that occur in User accounts and for Users’ compliance with the provisions of these Terms of Service, it being understood that “User(s)” are the contracting party themselves, the party’s employees, consultants, contractors or agents or any other individuals for whom subscriptions to the Site, App, Service and Content have been purchased, and who have been supplied user identifications and passwords by the customer (or by StorySlab at customer’s request). If you do not accept these Terms of Service, you should not access the Site, App or Service and should not upload or download any Content thereon. Your continued use of any of the Site, App, Service or Content shall be deemed acceptance by you of these Terms of Service.
These Terms of Service govern your access to and use of StorySlab’s content management system offered at one of StorySlab’s sites or via a personal StorySlab domain (collectively and each, the “Site”) and the use of the application connected to the Site (the “App”). The Terms of Service apply both, where relevant, to the administrator of the Site (the “Administrator”) and the end user(s) of the App. The Terms of Service equally govern any information, text, graphics, or other materials created and/or provided by StorySlab and appearing on the Site and App (the “Content”); they also govern the use of the Files (as defined below under section 2) and any services and/or software provided through the Site and App or by StorySlab (the “Services”). These Terms of Service limit StorySlab’s liability and obligations to you, grant StorySlab certain rights and allow StorySlab to change, suspend or terminate your access to and use of the Site, App, Content, Files and Services. Your access to and use of the Site, App, Content, Files and/or Services are expressly conditioned on your compliance with these Terms of Service.
YOU UNDERSTAND THAT BY ACCEPTING THE PROJECT AGREEMENT OR BY CLICKING THE “I AGREE” BUTTON OR BY USING THE SITE, APP, CONTENT, FILES AND/OR SERVICES OR YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, APP, CONTENT, FILES OR SERVICES. IF YOU AGREE TO THE TERMS OF THE AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THE TERMS OF THE AGREEMENT AND YOUR AGREEMENT TO THESE TERMS OF THE AGREEMENT WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.
1. TYPES OF PRODUCTS AND ACCESS
Currently, there are 2 products offered by StorySlab and governed by these Terms of Service:
STORYSLAB® (StorySlab, Inc., DBA StorySlab®)
TABLETSALESPRO™ (StorySlab, Inc. , DBA TabletSalesPro™)
We may add additional products from time to time which shall also be governed by these Terms of Service.
2. FILES AND FOLDERS
“Your Files” or “User Files” (collectively, the “Files”) as used in this Agreement means the information contained in the files that Administrators of the Site or, if enabled by the customer, End Users of the App, upload, download and access through the Site, App and Services. You are the owner of your Files and are, therefore, solely responsible for your conduct and the content of your Files, as well as any of the content contained in your communications with other users of the Site, App and/or Services, including but not limited to any internal messaging functionality that allows you to communicate through the App and Site.
StorySlab allows you to distribute some or all of your Files that you have uploaded to the Site and or App. For products for which functionality exists, if you choose to, you can share all or some of your Files with specific individuals or groups of individuals you select. If you decide to share your Files, you are giving certain legal rights, as explained below, to those individuals who you have given access to your Files.
StorySlab does not claim any ownership rights in your Files. You acknowledge that StorySlab does not have any obligation to monitor the Files or messages, sent by the internal messaging functions, submitted or otherwise transmitted using the Site, App or Services, for any purpose. As a result, StorySlab is not responsible in any way for the accuracy, completeness, appropriateness, legality or applicability of the Files or anything said, depicted or written by users in the internal messaging system, including without limitation, any information obtained by using the Site, App or Services. StorySlab does not endorse anything contained in the Files or internal messaging function or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against StorySlab with respect thereto. In case of a complaint against (a) certain File(s), or when StorySlab is contractually or legally obliged to do so, StorySlab is entitled to temporarily remove the File(s) concerned or block the access to this/these File(s). Such action does not imply in any way any recognition of the File(s) being incriminating.
3. CONTENT MANAGEMENT SYSTEM
While you own the content contained in your Files, Files uploaded into the content management system of the Site (“CMS”) are available to those users to whom you grant access. By placing your Files in the CMS, you agree and acknowledge that StorySlab has no responsibility or obligation to monitor or notify you of any non-compliance related to the rights or license you may choose to grant to other users who have access to your CMS, if any, and that StorySlab has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer.
4. YOUR RESPONSIBILITIES WHEN UPLOADING FILES
You (as Administrator, or, where relevant, as end user of the App) represent and warrant that you have all necessary licenses, rights, consents and permissions or any other necessary requirements imposed upon you by contract or law (hence do not infringe the Intellectual Property Rights (as defined under 8.1), privacy rights or any other rights of third parties), to use, upload, post and submit Files in the CMS and to grant rights of access and use to your Files via the CMS to third party users, and/or any other rights you wish to grant third parties to make use of the Files. If you have any doubts about whether you have all such legal rights, you should not upload these onto the Services.
You acknowledge and agree that you should not rely on the Site, App, Content or the Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, App, Content, Files or Services. StorySlab disclaims all liability with regard to any breach or loss of your data and information, including lost profits related thereto. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, App, Content, Files and/or Services.
5. YOUR RESPONSIBILITIES WHEN ACCESSING FILES
In case you have been granted a right to access Files via the CMS, you should be aware that Files may be protected by intellectual property rights which are owned by other users who uploaded the File in the CMS. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of Files uploaded in the CMS by another user unless and to the extent you have been explicitly granted the right to do so by the rightful owner of that File, in a separate agreement. StorySlab is in no way liable or responsible for your use or another’s use of the Files or materials contained within the Files that are governed by intellectual property rights.
7. ACCOUNT SECURITY
As a StorySlab user, you are solely and entirely responsible for safeguarding the password that grants you access to the Site, App, Content, Files and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any and all activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify StorySlab of any unauthorized use of your password (privacy@StorySlabb2b.com). You acknowledge that if you wish to protect your transmission of data and/or files to StorySlab, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, App, Files and Services.
8. YOUR USE OF THE SERVICE
StorySlab grants you a limited, nonexclusive, non-transferable, revocable license to use the Site, App, Content and Services as a prudent person and in a way which is consistent with the normal use thereof, and subject to the restrictions set forth in the Agreement.
8.1. StorySlab Property and Feedback
All rights, titles, and interests in and to the Site, App, Content, and Services are and will remain the exclusive property of StorySlab, including all Intellectual Property Rights (as defined in the paragraph below) therein, even if StorySlab incorporates any of your Feedback (as defined below) into subsequent versions. You are not entitled to any compensation of any kind for your Feedback or the incorporation thereof into any of the Site, App, Content, or Services. The Site, App, Content, and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Unless expressly permitted in these Terms of Service or in the Terms of Project Agreement, you may not reproduce, modify or prepare (derivative) works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, App, Content or Services. You may not copy or modify the HTML or other code used to generate web pages on the Site.
All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to StorySlab, in any form, and any contributions you make to the Site by posting content and communicating with other StorySlab users via use of feedback mechanisms associated with the Site will be the sole and exclusive property of StorySlab. You hereby irrevocably transfer and assign to StorySlab and agree to irrevocably assign and transfer to StorySlab all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual and industrial property rights under whatever jurisdiction that may be applicable (collectively, the “Intellectual Property Rights”) therein. You will not earn or acquire any rights or licenses in the Site, App, Content, and Services or in any StorySlab Intellectual Property Rights on account of these Terms of Service (or the Terms of Project Agreement) or your performance under these Terms of Service (or the Terms of Project Agreement), except for those explicitly attributed to you.
8.2 General Prohibitions
You agree not to do any of the following while using the Site, App, Content, Files or Services:
- Post, publish or transmit any text, graphics, or material that is false or misleading, defamatory; invades another’s privacy, obscene, pornographic, or offensive, promotes bigotry, racism, hatred or harm against any individual or group, infringes another’s rights, including any intellectual property rights; or violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- Access, tamper with, or use non-public areas of the Site, App or StorySlab’s computer systems, or the technical delivery systems of StorySlab’s providers;
- Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
- Attempt to access the Site, App, Content, Files or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by StorySlab or other generally available third-party web browsers (such as Microsoft Internet Explorer® or Google Chrome®), including but not limited to browser automation tools;
- Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
- 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 Site, App Content, Files or Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, App, Content, Files or Services; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or plant malware on StorySlab’s computer system, those systems of StorySlab’s providers, or otherwise use the Site, App, Content, Files or Services to attempt to distribute malware; or impersonate or misrepresent your affiliation with any person or entity;
- Use the Site, App, Content and/or Services in any way that infringes or is likely to infringe StorySlaber right or interests or in general, use the Site, App, Content and/or Services which StorySlab, in its full discretion, deems incompatible with a use as a prudent person or in a way which is consistent with the normal use thereof
StorySlab will have the right to investigate and prosecute violations of any of the above, including Intellectual Property Rights infringement and Site security issues, to the fullest extent of the law. StorySlab may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service (and/or the remainder of the Terms of Project Agreement). You acknowledge that StorySlab has no obligation to monitor any user’s access to or use of the Site, App, Content, Files and Services, but has the right to do so for the purpose of operating the Site, App and the Services, to ensure users’ compliance with these Terms of Service (and/or the remainder of the Terms of Project Agreement), or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
8.3 Third party rights
Notwithstanding anything to the contrary herein, you agree that you will only upload, post, submit or otherwise transmit any data, documents, posts, images, content or any other information: (i) that you have the lawful right to copy, distribute, transmit, display or use in the intended way; and/or (ii) that does not infringe the Intellectual Property Rights or violate the privacy or any other rights of any third party (including, without limitation, privacy rights, copyright, right of portrayal, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). You further acknowledge that you shall indemnify and hold StorySlab harmless from and against any losses, liabilities, damages, costs or expenses (including without limitation, attorney’s fees and expenses) that we incur arising out of claims that the material you provided infringe the intellectual property rights of third parties. Allocation of liability for all other third party claims shall be determined by law. To the extent any liability limitation is limited or prohibited by state or country law, this section shall be interpreted to limit liability to the greatest extent thereunder.
9. CUSTOMER REFERENCE
You agree to allow StorySlab to publicly reference you as a customer in accordance with this Agreement unless other arrangements regarding prior notification and approval have been mutually agreed up on in writing or via electronic communication.
The Site, App or Content and your Files may contain links to third-party websites or resources. You acknowledge and agree that StorySlab is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by StorySlab of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
11. TERM AND TERMINATION
11.1. Term of Agreement
Agreement commences on the date StorySlab receives the first payment/installment as indicated on the Project Agreement or Build Sheet, receives a signed Project Agreement, or upon agreement to the Terms of Service in any one of the Sites or Apps. The agreement between the parties continues for the contract term indicated on the Project Agreement or Build Sheet. For use extending beyond the initial contract term indicated, this Agreement continues on a month-to-month basis, cancelable only with 30 days written notice or via the execution of specific account closure functionality when available in Sites or Apps.
11.2. Termination for Cause
Without prejudice to StorySlab’s other rights under contract and applicable law (including the right to claim damages), StorySlab reserves the right to revoke your access to, and use of the Site, App, Content and Services at any time, and to partially or wholly terminate the Agreement with immediate effect without recourse to court, with or without notice, in case you breach these Terms of Service or any other provision of the Terms of Project Agreement and in any other case you act contrary to applicable law or the interests of StorySlab (e.g. in cases of insolvency or restructuring of your company).
11.3. Refund or Payment upon Termination
Unless otherwise agreed in writing, all fees are non-refundable. In no event shall any termination relieve you of the obligation to pay any fees payable to StorySlab for the period prior to the effective date of termination.
11.4. Return of Your Content Data.
You are solely responsible for guarding, securing and retrieving your data (including Files) from the Site and/or App. Upon thirty (30) calendar days after the termination of the Terms of Project Agreement, StorySlab is entitled to delete all your data (including Files).
Upon request by you in writing to engage@StorySlab.com made within thirty (30) calendar days after the effective date of termination of the Agreement, StorySlab will make available to you all your Files in their native format.
After such thirty (30) calendar day period, StorySlab will no longer have the obligation to maintain or provide any of your Files and shall thereafter, unless legally prohibited, have the right to delete all other data in its systems or otherwise in its possession or under its control.
11.5. Surviving Provisions.
Any term of the Agreement which is expressed or by its nature intended to survive termination of the Agreement, including but not limited to terms governing liability of the parties, termination consequences, fees and payment for Services, governing law and dispute resolution, and the interpretation of this Agreement, shall survive termination of the Agreement.
12. USE OF THE SITE, APP, CONTENT, FILES AND SERVICE AT YOUR OWN RISK
Your access to and, use of the Site, App, Content, Files and Services is at your own risk. StorySlab will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to, or use of the Site, App Content, Files or Services.
13. SITE, APP, CONTENT, FILES AND SERVICES ARE AVAILABLE “AS-IS”
THE SITE, APP, CONTENT, FILES AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, StorySlab EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE SITE, APP, CONTENT, FILE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES.
StorySlab MAKES NO WARRANTY THAT THE SITE, APP CONTENT, FILES OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. StorySlab MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, APP, CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, APP, CONTENT, FILES OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM StorySlab OR THROUGH THE SITE, APP, CONTENT, FILES OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You agree to defend, indemnify, and hold StorySlab, its officers, directors, managers, members, shareholders, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with:
- Your access to or use of the Site, App, Content, Files and Services;
- Your violation of any provision of the Agreement;
- Your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right (including right of portrayal); or
- Any claim that your Files, or your use of Files, caused damage to a third party, including without limitation claims that your Files, or use of Files, infringe the rights of another.
15. LIMITATION OF LIABILITY
IN NO EVENT WILL StorySlab BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, APP, CONTENT, FILES AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, APP, CONTENT, FILES OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT StorySlab HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT StorySlab IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, StorySlab WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE, APP OR THROUGH THE SERVICES AND/OR THE FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.
ALL ACCOUNT HOLDERS AGREE THAT THE AGGREGATE LIABILITY OF StorySlab TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, APP, CONTENT, FILES AND/OR SERVICES IS LIMITED TO LOWER OF THE AMOUNTS YOU HAVE PAID TO StorySlab DURING THE THREE MONTH PERIOD PRIOR TO SUCH CLAIM, FOR ACCESS TO AND USE OF THE SITE, APP, CONTENT, FILES OR SERVICES, OR ONE HUNDRED ($100) U.S. DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN StorySlab AND YOU AND YOU HEREBY WAIVE ANY CLAIM THAT SUCH AGREED TO DAMAGES ARE NOT REASONABLE.
In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect. In addition, the parties to this Agreement will use reasonable endeavors to replace the deleted clause (or part thereof) with a valid replacement provision which is as close as possible to the one that has been deleted
17. WAIVER; ASSIGNMENT
The failure of StorySlab to enforce any right or provision of the Agreement will not be deemed a waiver of such right or provision. Either party to this agreement may assign its rights and obligations under this agreement to any of it’s respective subsidiaries or affiliates or to any successor in interest by merger, operation of law, assignment, purchase or otherwise.
18. CONTROLLING LAW AND JURISDICTION
This Agreement will be governed by New York law except for its conflicts of laws principles.
In the event a dispute shall arise between the parties to these Terms of Service, it is hereby agreed that the dispute shall be referred to United States Arbitration and Mediation for arbitration in accordance with United States Arbitration and Mediation Rules of Arbitration. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled of costs of suit including a reasonable attorneys’ fee for having to compel arbitration or defend or enforce the award.
The place of arbitration shall be Syracuse, NY, unless both parties agree on another location. Any dispute arising between the contracting parties shall be subject to prior conciliation.
You also acknowledge and understand that, with respect to any dispute with StorySlab, its officers, directors, employees, members, managers, agents or affiliates, arising out of or relating the Work Product or these Terms of Service:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
If any portion of these Terms of Service is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms of Service as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms of Service that is unlawful, void or unenforceable shall be stricken from these Terms of Service.
StorySlab may modify these Terms of Service from time to time. Any and all changes to these Terms of Service will be posted on the Site. In addition, the Terms of Service will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Terms of Service when you use the Site, App, Content, Files or Service after those changes are posted.