Storyblok Enterprise Terms - Americas

1. OVERVIEW

1.1 Applicability. These terms are exclusively applicable to enterprise Customers situated within the Americas region and do not extend to Self-Service Subscriptions.

1.2 No Other Terms. Except any terms expressly set out in the signed Order Form or the Agreement, no other terms and conditions, documents, requirements or information of Customer or any third party (including terms referenced in any request for information, request for proposal, purchase order, website or similar) apply even if Storyblok does not expressly object to them. Other information, including information provided by Storyblok's staff, on Storyblok's website or in any marketing material, as well as Customer's requests for proposals, specifications in mails or any other documents not explicitly linked or referenced in the Agreement do not apply and are non-binding.

1.3 No Self-Service Use. Customer and its Affiliates may not sign up, continue to be signed-up, or use Storyblok's Self-Service Subscription plans while an enterprise subscription is active and Customer shall ensure that its and its Affiliates' staff and personnel neither sign up for nor continue to use any Self-Service Subscriptions. If Customer, or its Affiliates, sign up or continue to be signed up for a Self-Service Subscription, solely the unmodified Self-Service Terms as published by Storyblok apply. For the avoidance of doubt, Storyblok does not support any renewal, downgrade or migration of enterprise plan subscriptions as or to a Self-Service Subscription.

1.4 Waiver Notice. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY PROVIDE IMPORTANT INFORMATION ABOUT THE STORYBLOK CMS AND CONTAIN A CLASS ACTION WAIVER (SECTION 14.12).

2. DEFINITIONS

2.1 Affiliate means, with respect to a party, any entity Controlling, Controlled by, or under common Control with a party, where "Control" means direct or indirect ownership or control of more than 50% of shares or equivalent interests.

2.2 Agreement means the entire contractual relationship between Storyblok and Customer, including the Order Form, these Enterprise Terms, Storyblok DPA (to the extent applicable), Storyblok AI Terms, Storyblok Expert Services Terms (to the extent applicable), Technical Limits and any other documents agreed or incorporated by reference.

2.3 AI Features means functionality using large-language models, machine learning, or similar technologies, as described in the Storyblok AI Terms.

2.4 Confidential Information means any information disclosed by one party to the other that is marked as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) was already known to the recipient without restriction before disclosure; (iii) was lawfully disclosed to the recipient by a third party without restriction; or (iv) is independently developed by the recipient without using the disclosing party's confidential information.

2.5 Customer means the individual or organization, business, or other legal entity entering into the Agreement with Storyblok.

2.6 Customer Content means any electronic content (e.g. text, files, images, code, data or other materials) that Customer or its Users input, upload, submit, store, manage, publish or otherwise make available within or through the Storyblok CMS.

2.7 Documentation means the instructions, user guides, help files, and technical materials for the Storyblok CMS as updated by Storyblok from time to time.

2.8 Included Quotas means the usage limits or quotas (including e.g. Users, Spaces, Assets, Locales, API Requests, AI Credits) defined in the Order Form or otherwise agreed between the Parties.

2.9 Initial Term means the initial subscription period for the Storyblok CMS, starting with the Subscription Start Date, defined in the Order Form.

2.10 Intellectual Property Rights means all intellectual property rights worldwide, whether registered or unregistered, including any patent, patent applications, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), know-how, trade secret, trade right, formula, confidential or proprietary report, data or information any computer program, software, database or data right, and any license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

2.11 Material Change means (i) removal or material decrease in main functionality of latest (as of the start of the subscription term) core Storyblok APIs without suitable replacement or (ii) material changes that would cause an external system interfacing the latest Storyblok APIs to become non-operational.

2.12 Order Form means the mutually (electronically) signed document that sets forth the terms of the subscription (including e.g. subscription plan, Subscription Fees, Subscription Term, Included Quotas) and other services.

2.13 Renewal Term means each successive renewal subscription period following the Initial Term, each with the duration equal to the Initial Term, unless specified otherwise in the applicable Order Form.

2.14 Self-Service Subscription means a Subscription to the Storyblok CMS that a customer purchases directly through Storyblok's online checkout process without entering into an Order Form, where subscription selection, billing, renewal, and payment are fully managed through the Storyblok self-service interface using the payment methods and subscription management options provided therein. A Self-Service Subscription is concluded on the basis of Storyblok's standard Self-Service Terms only.

2.15 Storyblok means the contracting Storyblok entity identified in the Order Form.

2.16 Storyblok CMS means the standardized subscription-based software-as-a-service (SaaS) headless content management system accessible via app.storyblok.com, as modified, updated or otherwise changed by Storyblok from time to time.

2.17 Storyblok DPA means the Storyblok Data Processing Agreement.

2.18 Storyblok Expert Services means advisory services or onboarding and enablement sessions for which the Storyblok Expert Services Terms apply and prevail.

2.19 Subscription means Customer's agreed use of the Storyblok CMS during the Subscription Term subject to payment of Subscription Fees.

2.20 Subscription Fees means the fees payable for the Subscription Term.

2.21 Subscription Term means the Initial Term and any agreed Renewal Term.

2.22 Technical Limits means the Technical Limits implemented to maintain the continuous operation of Storyblok's shared-service infrastructure as updated from time to time.

2.23 Third-Party Services means any third party applications, extensions, integrations, connectors, add-ons, or other software components or apps, all made available through the Storyblok App Store or any websites or services linked by Storyblok.

2.24 Trials, Free Use & Betas means services or features that Storyblok may, in its sole discretion, offer free of charge, on a trial basis, or as beta, experimental, or early-access releases, including (i) free-tier plans and any access granted without a subscription fee, (ii) access on a trial or testing basis or for non-production use, including time-limited/unlimited trials, pilot subscriptions, and sandbox subscriptions or environments made available to partners, prospective customers, or existing customers for testing and evaluation or (iii) alpha-, beta-, experimental, or early-access releases, including features or services designated as alpha, beta, experimental, or early access, and anything made available through Storyblok Labs.

2.25 User means any individual authorized by Customer or a Customer Affiliate to access the Storyblok CMS on Customer's behalf.

2.26 HIPAA means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as may be amended from time to time.

3. STORYBLOK CMS

3.1 Right to Use. Subject to full payment of the Subscription Fees, Storyblok grants Customer during the Subscription Term a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the Storyblok CMS in accordance with the Agreement, for its own internal business within the scope defined in the Documentation, subject to all Included Quotas and Technical Limits.

3.2 Subscription Term & Renewal. The Initial Term is set out in the Order Form; if no such Initial Term is defined, the Initial Term shall be one (1) year. Unless otherwise noted in the Order Form, any subscription automatically renews for successive terms equal in length to the Initial Term (each a "Renewal Term"), unless either party notifies the other party in writing (to Storyblok via email to sales@storyblok.com) of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term. If Customer does not give timely notice, the subscription renews and Storyblok is entitled to invoice and collect the then-applicable Subscription Fees.

3.3 Affiliate Use. Customer may extend its right to access and use the Storyblok CMS provided herein to its Affiliates and to Users acting on Customer's or Customer's Affiliates' behalf, provided that Customer remains responsible and liable for their compliance hereunder. An Affiliate may also directly purchase Storyblok CMS pursuant to the terms of this Agreement provided that such Affiliate executes an Order Form and agrees to be bound by the terms of this Agreement. Customer hereby authorizes Storyblok to share the content of this Agreement with Customer's Affiliates for such purpose.

3.4 User Management. User access credentials must not be shared or used by more than one (1) individual User. However, User access credentials may be reassigned to new Users replacing former Users who no longer require access to the Storyblok CMS. Customer and Users are responsible for maintaining the confidentiality of all access credentials and login information. Customer is solely responsible for any and all activities that occur under or in connection with its access credentials.

3.5 Included Quotas. Each subscription includes certain quotas (e.g. spaces, users, assets, locales, traffic, API requests etc.) as set out in the Order Form. Storyblok measures Customer's usage and displays it within the Storyblok CMS. Any additional purchases or overuse of included quotas will be charged at the rates set out in the Order Form, invoiced together with the next invoice or separately, in each case in accordance with the agreed payment terms. Unused included quotas expire at the end of each contract year and do not carry over.

3.6 Customer Responsibilities. Customer shall: (i) use the Storyblok CMS only as permitted under the Agreement and ensure its and its Affiliates' Users' compliance with the Agreement in writing; (ii) be solely responsible for any implementation and obtaining, maintaining and configuring any equipment and ancillary services needed to connect to, access or otherwise use the Storyblok CMS, including, without limitation, modems, hardware, servers, software, operating systems, network- or internet connection, web servers, web-browsers and the like; (iii) update its software, applications, services, equipment, websites or integrations to accommodate any changes to the Storyblok CMS; (iv) be solely responsible for any and all activities that occur under its access credentials; (v) implement state-of-the-art technical and organisational measures to safeguard the access credentials for the Storyblok CMS and prevent unauthorized access to or use of the Storyblok CMS; (vi) immediately notify Storyblok (security@storyblok.com) of any actual, threatened or suspected cyber attack, breach of security, breach of data protection obligations, password misuse or any other unauthorized use or access of the Storyblok CMS and omit anything that could cause financial losses or data leaks in such cases; (vii) provide and maintain accurate and complete information within the Storyblok CMS; (viii) follow Storyblok's reasonable instructions to maintain security or integrity; (ix) be solely responsible to create and/or configure backups of its data (including backups of Customer Content and any of its other data and information); and (x) use the current version of the Storyblok CMS.

3.7 Usage Restrictions. Customer shall not, and shall not permit, facilitate, or encourage any third party to: (i) use the Storyblok CMS or any part of it, outside the scope expressly agreed in this Agreement including any Included Quotas and restrictions defined in the Order Form; (ii) sell, resell, license, sublicense, distribute, transfer, rent, lease, or otherwise make available or commercially exploit the Storyblok CMS or act as a reseller for Storyblok; (iii) modify, copy, or create derivative works of the Storyblok CMS or any part thereof; (iv) disassemble, reverse engineer, decompile, or otherwise attempt to derive or access the source code, underlying algorithms, architecture, or structure of the Storyblok CMS, or use the Storyblok CMS or any information or materials obtained through such access to analyse, benchmark, or replicate any features, functionality or architecture of the Storyblok CMS; (v) access or use the Storyblok CMS, directly or indirectly, for the purpose of developing, improving, or informing any product or service that competes with the Storyblok CMS; (vi) access, tamper with, or use non-public areas of the Storyblok CMS, Storyblok's infrastructure systems, or the technical delivery systems; (vii) probe, scan, test or assess the vulnerability of the Storyblok CMS or Storyblok's or Storyblok's providers' systems or networks, or breach or circumvent any of Storyblok's security or authentication measures; (viii) share User access credentials across multiple Users or circumvent any feature, functionality, or licensing restrictions enforced within the Storyblok CMS; or (ix) use the Storyblok CMS to store, transmit, collect or display financial data or other data that would cause a violation of the Gramm-Leach-Bliley Act, the Children's Online Privacy Protection Act, or any other applicable privacy law or regulation concerning consumer data.

3.8 Acceptable Use Policy. Customer may not use, or facilitate, encourage, or allow any third party to use, the Storyblok CMS or any part of it: (i) for any illegal or fraudulent activity or to promote illegal or harmful activities or substances; (ii) to violate the rights of others, including any third party privacy rights, patent, copyright, trademark, trade secret, moral rights or other intellectual property rights; (iii) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; (iv) for any content or activity that promotes child sexual exploitation or abuse; (v) to violate the security, integrity, or availability of any User, network, computer or communications system, software application, or network or computing device; (vi) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or "spam"). Storyblok reserves the right and the sole discretion to refuse, suspend or remove any Customer Content that violates the Agreement or applicable law.

3.9 Suspension. Storyblok may, at its reasonable discretion, partially or fully suspend, restrict, limit, or throttle Customer's access to or use of the Storyblok CMS, or any part thereof - including without limitation access rights, Users, available features, API throughput, data volumes, or storage capacity - if Storyblok reasonably believes that: (i) the stability, integrity, availability or security of the Storyblok CMS, Storyblok's infrastructure, or any Storyblok customer is at risk, or (ii) Customer is in breach of the Agreement.

Storyblok will try to inform Customer of any such measures in advance; given the criticality of the above-mentioned circumstances, Storyblok may act without prior notice and will then try to inform Customer of measures taken without undue delay.

Storyblok shall have no liability for any damages, liabilities, losses or consequences (including any loss of data or profits), incurred by Customer as a result of a justified suspension or limitation and Customer expressly waives any claims against Storyblok in connection therewith. Customer remains liable for all Subscription Fees accruing during any period of justified suspension. For any unjustified suspension or limitation, Storyblok shall be liable in accordance with the limitations set out in the Agreement. ANY CLAIMS AGAINST STORYBLOK RESULTING FROM ANY JUSTIFIED SUSPENSION OR LIMITATION ARE EXPRESSLY EXCLUDED AND WAIVED BY CUSTOMER.

3.10 Updates. The Storyblok CMS is a software-as-a-service (SaaS) solution and regularly updated, further developed, changed or modified ("Updates"). Any Updates will be applied automatically. Storyblok is not liable for any incompatibilities that may arise due to Updates. CUSTOMER AGREES THAT ANY DAMAGES OR CLAIMS THAT MAY ARISE AS A RESULT OF SUCH UPDATES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

3.11 Material Changes. Material Changes are announced at least 30 days prior to such change being implemented. Following such notice, Customer may raise commercially reasonable objections within 15 days. Upon receipt of a timely objection, the Parties will work in good faith to find a mutually acceptable solution. If no solution is agreed within 30 days of Storyblok's original notice, either party may terminate the Agreement with effect from the date the Material Change comes into force; any pre-paid fees for unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month). If no objection is raised any Material Change shall be deemed accepted. CUSTOMER AGREES THAT THE REMEDIES SET OUT IN THIS CLAUSE ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY UNDER THESE CIRCUMSTANCES AND CUSTOMER HEREBY WAIVES ALL FURTHER CLAIMS FOR DAMAGES, COMPENSATION, AND OTHER REMEDIES ARISING IN CONNECTION THEREWITH.

3.12 Third-Party Services. The Storyblok CMS may interoperate with or link to Third-Party Services. Such services are governed solely by their providers' terms. Storyblok is not responsible for their availability, security, accuracy, reliability or content, even if accessible via the Storyblok App Store and use is at Customer's sole risk. Customer understands and agrees that Storyblok will not be liable for any Third-Party Services in any way, including any disclosure, modification or deletion of data resulting from the access or use of Third-Party Services. CUSTOMER UNDERSTANDS AND AGREES THAT ANY CONTENT OR SERVICES OBTAINED THROUGH THIRD-PARTY SERVICES IS AT CUSTOMER'S OWN DISCRETION AND RISK.

3.13 AI Features. If Customer accesses or uses AI Features, the Storyblok AI Terms apply and take precedence in case of any conflict.

3.14 Trials, Free Use & Betas. Storyblok may, at its sole discretion, offer Customer access to Trials, Free Use & Betas. If Customer accesses or uses Trials, Free Use & Betas the following terms apply and prevail in case of discrepancies to the rest of the Agreement: (i) Trials, Free Use & Betas may be incomplete, contain defects, or differ from commercial versions of the Storyblok CMS or services; (ii) Storyblok may modify, suspend, limit, or discontinue any Trials, Free Use & Betas at any time and without notice, and reserves the right to make any Trials, Free Use & Betas previously offered free of charge subject to a paid subscription or additional fees; (iii) any access designated as sandbox, testing, demo, non-production or similar - whether through a label or notice presented during sign-up or in a document - is provided strictly for testing and evaluation purposes; Customer shall not use such access to operate live or production environments, serve end users, or otherwise deploy the Storyblok CMS in a productive capacity; Storyblok may suspend or terminate such access immediately and without notice if it determines or suspects that Customer is using, or has used, such access in a productive capacity or otherwise inconsistently with its permitted purpose; (iv) Customer acknowledges that data used or generated within Trials, Free Use & Betas may be deleted or lost at any time without notice; Customer is solely responsible for maintaining any backups; (v) Trials, Free Use & Betas are provided "as is" and "as available" without warranties of any kind, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; Storyblok is not liable for Trials, Free Use and Betas and shall have no liability for any claim, loss, data loss, destruction or damage - including direct, indirect, incidental, consequential, special, or exemplary damages - arising out of or in connection with Trials, Free Use & Betas; Customer uses Trials, Free Use & Betas entirely at its own risk.

4. SLA

4.1 SLA. Storyblok will use commercially reasonable efforts to make the Customer Content available through the Storyblok Content Delivery API with an availability of at least 99.9% (Enterprise Premium Plan) or 99.99% (Enterprise Elite Plan) uptime annual average, excluding any scheduled Maintenance & Downtime.

4.2 SLA Credits. If the uptime commitment is not met, Customer is eligible for a pro-rated refund credit for the next billing cycle corresponding to the duration of unavailability (per minute) as more closely defined in Annex 1. This SLA credit is Customer's sole and exclusive remedy for uptime failures.

4.3 Maintenance & Downtime. Storyblok CMS may become temporarily unavailable to perform maintenance, changes, modifications or upgrades. Storyblok will use commercially reasonable efforts to try to avoid scheduled maintenance, allocate scheduled maintenance to overall off-peak times and minimize its duration. Storyblok will notify Customer reasonably in advance of any scheduled maintenance. CUSTOMER HEREBY AGREES AND WAIVES ANY CLAIMS FOR DAMAGES OF ANY KIND RESULTING FROM SUCH SCHEDULED UNAVAILABILITY.

5. SUPPORT & SERVICES

5.1 Technical Support. Storyblok will only provide Customer with technical support as detailed on the Storyblok Support page.

5.2 Storyblok Expert Services. If Customer purchases Storyblok Expert Services, those services are provided in accordance with the purchased package and are governed by the Storyblok Expert Services Terms which take precedence for those services.

6. CUSTOMER CONTENT

6.1 Customer Content Ownership. As between the Parties, Customer retains ownership of all Customer Content. Storyblok acquires no rights in Customer Content other than those rights expressly granted in the Agreement.

6.2 Customer Content License. Customer grants Storyblok a non-exclusive, worldwide and free right to host, store, process, transmit, display and use the Customer Content as necessary to provide the Storyblok CMS.

6.3 Customer Content Retention Periods. Unless Customer deletes its Customer Content earlier, Storyblok will (i) retain Customer Content during the Subscription Term and (ii) use commercially reasonable efforts to continue storing Customer Content for a period of up to 90 days after termination or expiration to allow for potential reactivation requests; after this period, Storyblok may delete Customer Content and any other data without further notice; Storyblok shall not be liable for any data loss following the effective date of the termination or expiration of the Agreement.

6.4 Customer Content Responsibility. Customer is solely responsible for the Customer Content, including the legality, non-infringement of third party rights, content, accuracy and quality. Customer agrees that its use of the Storyblok CMS and all Customer Content complies with all applicable laws and does not infringe third party intellectual and personal rights. Customer guarantees to own or have all corresponding and necessary rights, licenses, consents and permissions to the Customer Content. Customer will not engage in any fraudulent, misleading, illegal, or unethical activities using or related to the Storyblok CMS. Storyblok has no duties of care, protection or warning in this respect. Storyblok has no obligation to screen or monitor any Customer activity or Customer Content. It is Storyblok's policy to respond to any claim that content stored, published and/or used on the Storyblok CMS infringes the rights of any third party. Storyblok reserves the right to remove infringing material or disable all links to the infringing material. Customer shall indemnify and hold Storyblok harmless (including costs and reasonable attorney-fees) against any actual or threatened claim, loss, cost, expense, damages, liability or similar resulting from or in connection with Customer Content.

6.5 Data Export. During the Subscription Term, Customer may export its Customer Content in a commonly used format, using the export tools described in the Documentation. After termination or expiration of the Agreement, Customer may request access to the Storyblok CMS during the retention period defined in Section 6.3 for the sole purpose of retrieving Customer Content. Where termination is a result of Customer's breach of its obligations, recovery of Customer data may be made conditional upon the rectification of such breach (e.g. in case of nonpayment, upon payment of the fees due).

6.6 Content Backups. The Storyblok CMS includes functionality enabling Customer to connect its own cloud storage to create individual backups of its Customer Content. Customer is solely responsible to enable and configure any backup. In case Customer purchased Storyblok's managed backup option, Storyblok provides both the backup functionality and cloud storage that Customer may use for backups; Customer remains solely responsible for configuring and initiating the backup process. Storyblok is not liable for any data loss resulting from Customer's failure to create individual backups of its Customer Content.

7. FEES & PAYMENT

7.1 Fees. Customer is obliged to pay the Subscription Fees, applicable Rate Card fees and other applicable fees for accessing and using the Storyblok CMS or other agreed services. The Subscription Fees for the Initial Term are determined in the Order Form.

7.2 Renewal Fees. The applicable fees for any Renewal Term will be determined using the then-current standard list fees applicable for the renewed Storyblok CMS. Storyblok may, in its sole discretion and at any time, modify its standard fees. As between Customer and Storyblok, any such modifications will only become effective at the end of the then-current term for the next (consecutive) Renewal Term. Fees for Renewal Terms will not be adjusted based on promotional or one-time discounts but on Storyblok standard list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which the purchased subscription package is modified, will result in re-pricing at renewal without regard to the prior term's pricing.

7.3 Payment Term. Invoices are issued annually in advance and payable - unless otherwise agreed in the applicable Order Form - within 30 days from invoice date, free of any deductions or bank charges. Payments are deemed received when credited to Storyblok's designated bank account without deductions.

7.4 Payments. Payments must be made in the currency stated in the Order Form. Payments must be made via bank transfer (wiring). Customer shall provide and maintain accurate and complete billing information, including company name, contact person, address, state, zip code, country, telephone number, email address, and tax identification number (or equivalent), and any other information reasonably required. Storyblok reserves the right to charge Customer for additional administrative effort caused by inaccurate or incomplete billing information.

7.5 No Refunds. Unless explicitly stated otherwise, fees are based on subscriptions and/or services purchased and not actual usage. Unless explicitly stated otherwise in the Agreement, any fees paid, including, without limitation, Subscription Fees, are non-refundable.

7.6 Taxes & Charges. All fees are exclusive of any taxes. Customer is solely responsible to pay the taxes stated on the invoice and is not entitled to withhold any taxes from amounts due. Storyblok will not be responsible for any taxes based on the Customer's net income or taxes imposed on Customer arising from any consumption of goods and services. Storyblok will not be responsible for any other taxes, assessments, duties, permits, tariffs, fees, or other charges of any kind. Storyblok reserves the right to contest the determination of taxes by the tax authorities. Customer hereby indemnifies and holds harmless Storyblok for any taxes owed by Customer.

7.7 Late Payment & Default. The balance of any amount which remains unpaid more than ten (10) days after it is due to Storyblok shall accrue interest until paid at the rate equal to the greater of 1.5% per calendar month or the maximum amount allowed under applicable law (the "default interest rate"). In no event shall this interest provision be construed as a grant of permission for payment delays. In case of payment delays or default on a payment or in case Customer's use of the Storyblok CMS exceeds the prepaid amounts, Storyblok shall, to the maximum extent allowable by applicable law, be entitled to: (i) choose to seek compensation of the actual damage incurred or of the default interest rate; (ii) charge Customer (and Customer undertakes to reimburse) any costs of dunning and collection agencies incurred (including reasonable attorneys' fees) in the case of Customer default on payment insofar as they are necessary for the appropriate legal actions; (iii) demand immediate payment of any outstanding invoices for accrued Storyblok CMS usage (even if so far not yet due) or demand immediate payment for any Storyblok CMS usage in excess of prepaid amounts; (iv) require advance payment; (v) require appropriate security for future performance of Storyblok CMS; and/or (vi) suspend Customer's account or access to the Storyblok CMS with fourteen (14) days prior notice. Storyblok is not liable for any damage, losses, losses of data or profits or any other negative impacts that may occur due to a suspension according to this provision. Other rights and remedies of Storyblok (including claims for compensation of the actual damage incurred by Storyblok) are expressly reserved.

7.8 Counterclaims. Any Customer's counterclaim may only be set off as long as such counterclaim is not contested by Storyblok or recognized by declaratory judgement.

7.9 Customer Formalities. Should Customer ask Storyblok to complete certain internal Customer-specific formalities (e.g. completion of vendor forms, qualification of Storyblok as a vendor, registrations, etc.) prior to processing any payment, Customer shall inform Storyblok immediately, and in any case prior to the execution of the Order Form, by providing all necessary information via email to accounting@storyblok.com. Without being obliged to, Storyblok may use reasonable efforts to complete or support the completion of such formalities. Neither this provision, nor the failure of Customer to inform Storyblok of any such formalities, nor any delay caused by Storyblok fulfilling such formalities shall be deemed an extension or postponement of the agreed payment term or allow Customer to delay any payments. For the sake of clarity, the Agreement does not depend on and is not affected by any Customer purchase order. Neither any internal Customer requirement to issue a purchase order for the Storyblok CMS or services, nor any failure or delay by Customer to issue such purchase order shall affect the agreed payment term.

8. INTELLECTUAL PROPERTY & INDEMNIFICATION

8.1 Storyblok CMS Ownership. The Storyblok CMS, including all underlying software, technology, know-how, and Intellectual Property Rights, are and remain the exclusive property of Storyblok or its licensors. Storyblok trademarks, names and logos may not be used without Storyblok's prior written consent. No rights are granted beyond those expressly stated in the Agreement.

8.2 Storyblok IP Warranty & Indemnity. Storyblok warrants that the Storyblok CMS or services do not, to the best of Storyblok's knowledge, infringe Intellectual Property Rights of any third party. In case Storyblok is in breach of this non-infringement warranty and a claim, demand, action, suit or proceeding is made or brought against Customer by a third party alleging such infringement ("Infringement Claim"), Storyblok - subject to the limitations defined in this Agreement - indemnifies and holds Customer harmless from any damages (including reasonable costs and attorney-fees) finally awarded against Customer as a result of the Infringement Claim, provided that Customer (i) promptly gives Storyblok detailed written notice of the Infringement Claim (notification to the attention of legal@storyblok.com), whereas for the purposes of this Section 8.2 "promptly" shall mean in sufficient time so that Storyblok's ability to defend the claim is not jeopardized or prohibited, (ii) offers Storyblok sole and exclusive control of the defense and settlement of the Infringement Claim, and (iii) gives Storyblok all reasonable assistance requested by Storyblok, at Storyblok's expense. Customer may not settle any Infringement Claims, nor create any obligation on behalf of Storyblok, without the prior written approval of Storyblok. If Storyblok receives information about an infringement or misappropriation claim related to the Storyblok CMS, Storyblok may in its sole discretion and at its sole expense (i) modify the Storyblok CMS so that it no longer infringes or misappropriates such third party rights, (ii) obtain a license for Customer's continued use of the Storyblok CMS in accordance with the Agreement, or (iii) terminate the Agreement upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term after the effective date of termination, calculated on a monthly basis. These indemnification obligations do not apply to the extent an Infringement Claim arises from (i) combination of Storyblok CMS with third party products, services or systems not provided by Storyblok; (ii) Customer Content; (iii) Customer's breach of this Agreement; (iv) Customer's use of the Storyblok CMS in a manner not authorized by the Agreement, (v) unauthorized modifications of the Storyblok CMS, (vi) products or services for which there is no, or Customer pays no, fee. This Section 8.2 states Storyblok's sole liability to, and Customer's exclusive remedy against Storyblok for, any third party claims covered by this Section.

8.3 Feedback & Feature Requests. Customer may provide Storyblok suggestions or comments for enhancements or improvements, feature requests, new features or functionality or other feedback for the Storyblok CMS or other services, performances or information provided by Storyblok ("Feedback"). If Customer does provide Feedback, Storyblok will have full discretion to determine whether or not to proceed with the use, development or implementation of any Feedback. Storyblok may at its sole discretion and without any obligation to compensate or reimburse Customer, irrevocably use, incorporate and otherwise fully exercise and exploit, commercialize or modify any such Feedback or parts of it in connection with any of its products and services without any restriction whatsoever.

8.4 General Indemnification by Customer. Customer will indemnify and hold harmless Storyblok and its Affiliates for any Loss arising from or in connection with any Claim made against any Storyblok Indemnitee: (i) with respect to any injury, death, loss or damage to tangible property to the extent resulting from Customer's breach of this Agreement or negligence; (ii) to the extent resulting from Customer's failure to comply with its data protection, confidentiality or privacy obligations; (iii) to the extent resulting from Customer's breach of applicable law in using the Storyblok CMS; (iv) to the extent resulting from Customer's use of the Storyblok CMS in breach of this Agreement and (v) to the extent resulting from Customer's infringement of third-party Intellectual Property Rights. For the purposes of this Section, "Claim" means any allegation, claim or proceeding (whether actual or threatened): (i) raised by a third party; and (ii) any statutory or regulatory fines; "Loss" means any loss, damages, liability and costs, including, but not limited to, reasonable attorney's and expert's fees; and "Storyblok Indemnitee" means Storyblok, each of its Affiliates and each of their respective directors, officers, employees, and agents.

9. WARRANTIES

9.1 Warranty. Storyblok provides the Storyblok CMS and its services with (i) reasonable skill & care, (ii) in material accordance with the Agreement and (iii) in compliance with applicable law. Storyblok further warrants to maintain reasonable information security measures and use appropriate software to scan the Storyblok CMS for viruses or similar malicious software or code.

9.2 Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE STORYBLOK CMS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. STORYBLOK DOES NOT WARRANT THAT THE STORYBLOK CMS IS COMPATIBLE WITH THE SOFTWARE OR HARDWARE OR IT ENVIRONMENT USED BY CUSTOMER. STORYBLOK DOES NOT WARRANT ANY COMMERCIAL SUCCESS OF ANY KIND. STORYBLOK DOES NOT WARRANT OR GUARANTEE THAT THE STORYBLOK CMS WILL BE UNINTERRUPTED, BUG-FREE, ERROR-FREE, OR FULLY FUNCTIONAL AT ALL TIMES. TO THE FULLEST EXTENT ALLOWABLE BY LAW, STORYBLOK EXPRESSLY DISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

9.3 Remedies. Storyblok will use reasonable efforts to correct any reproducible defect, bug, error or issue ("Defects") within reasonable time after being notified of such Defect. The existence of Defects must always be proven by the Customer. Storyblok may access Customer Spaces to investigate, verify and remedy Defects. Storyblok will classify any reported Defect in its reasonable discretion in accordance with the severity classifications defined in the Storyblok Support page. Low and Medium Severity Defects or Defects that cannot be reproduced do not trigger warranty rights but Storyblok will use reasonable efforts to address such Defects within updates generally made available to its customers. If Storyblok fails to remedy a High or Critical Severity Defect within reasonable time (whereas such time must allow for at least two (2) rectification attempts), Customer's sole and exclusive remedy is to request either (i) a reasonable price reduction proportionate to the Defect or (ii) in case further use of the Storyblok CMS is commercially unacceptable due to the material Defects, to terminate the Agreement and receive a pro-rated refund of prepaid fees. If Customer fails to report Defects promptly, in any event within five (5) business days after its occurrence, Customer may no longer assert any claims under warranty. Warranties do not apply to: (i) issues caused by Customer's misuse, unauthorized modifications, or breach of this Agreement; or (ii) Trials, Free Use & Betas or other free, beta, testing or evaluation use.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. EXCEPT IN CASES OF WILLFUL INTENT ON THE PART OF STORYBLOK, SHOULD STORYBLOK BE LIABLE FOR ANY REASON, THE TOTAL AGGREGATE LIABILITY OF STORYBLOK AND ITS AFFILIATES FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO STORYBLOK IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH LIABILITY AROSE. MULTIPLE CLAIMS SHALL NOT INCREASE STORYBLOK'S OR ITS AFFILIATES' LIABILITY. IN NO EVENT SHALL STORYBLOK BE LIABLE FOR THE ACTS OR OMISSIONS OF ITS PARTNERS OR AUTHORIZED RESELLERS.

10.2 Exclusion of Indirect Damages & Liability. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL STORYBLOK, ITS AFFILIATES, OR ITS REPRESENTATIVES BE LIABLE FOR ANY LIABILITY OR DAMAGES OF ANY KIND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, (I) ARISING FROM CUSTOMER'S LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF REPUTATION OR OTHER INTANGIBLE LOSSES, (II) ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S USE OF OR ACCESS TO THE STORYBLOK CMS, OR (III) RESULTING FROM CUSTOMER'S ACTIONS. THE FOREGOING LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW EVEN IF THE PARTIES KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES. FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL STORYBLOK, ITS AFFILIATES, OR ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR ANY DAMAGES FROM LOST PROFITS.

10.3 Limitation Period & Burden of Proof. Any claims for damages are subject to a limitation period of one (1) year from the date of Customer's knowledge of the damage. The aggrieved Customer must prove the existence of gross negligence or intent.

10.4 Understanding of the Parties. THE LIMITATIONS OF LIABILITY AND REMEDIES CONTAINED IN SECTIONS 10.1 AND 10.2 REPRESENT THE AGREED AND BARGAINED-FOR UNDERSTANDING OF THE PARTIES. CUSTOMER EXPRESSLY AGREES THAT SHOULD ANY OF THE EXCLUSIONS IN SECTION 10.2 BE FOUND UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, STORYBLOK'S AGGREGATE LIABILITY SHALL (TO THE EXTENT PERMITTED BY APPLICABLE LAW) BE SUBJECT TO THE FINANCIAL LIMIT SET OUT IN SECTION 10.1.

11. CONFIDENTIALITY & DATA

11.1 Confidentiality. Both parties shall treat Confidential Information confidential and shall maintain its secrecy. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized access, use and disclosure. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own confidential or proprietary information, to protect Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of the Agreement and it will not disclose it, or permit to be disclosed, directly or indirectly, to any unauthorized third party without the other party's prior written consent. Either party may disclose Confidential Information to its or its Affiliates' employees, contractors, service providers, officers, directors, professional advisors and other representatives who have a need to know and are bound to keep such information confidential consistent with those of this Agreement. If a party is required by law, a valid court or governmental order, or in order to avert criminal prosecutions or great damage to disclose Confidential Information, such party shall (i) to the extent legally possible, provide the disclosing party with prior written notification thereof, (ii) provide the disclosing party with the opportunity to contest such disclosure, and (iii) use its reasonable efforts to minimize such disclosure. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon termination or expiration of the Agreement, Customer shall immediately either return or destroy (at Storyblok's discretion) all Storyblok Confidential Information and certify the same in writing to Storyblok.

11.2 Data Protection Compliance. Both Parties shall comply with applicable data-protection laws, including the EU General Data Protection Regulation (GDPR), where applicable. To the extent Storyblok acts as a Processor of Customer Personal Data, the Storyblok DPA applies. 

11.3 Restriction for Protected Health Data. Customer agrees not to use the Storyblok CMS to process, store, access, use or disclose any Protected Health Information or Individually Identifiable Health Information within the Storyblok CMS unless Customer has entered into a Business Associate Agreement with Storyblok. For the purposes of this provision, Protected Health Information, Individually Identifiable Health Information and Business Associate Agreement shall have the meanings set forth in HIPAA. Notwithstanding anything to the contrary in this Agreement or applicable law, unless a valid Business Associate Agreement is in place, Storyblok shall have no liability under this Agreement for any Protected Health Information or Individually Identifiable Health Information.

12. TERMINATION

12.1 Term. The Agreement enters into effect on the first day of the Initial Term and continues to be in force for as long as Customer has an active subscription to the Storyblok CMS or until the Agreement is terminated.

12.2 No Termination For Convenience. Except as expressly permitted under the Agreement, the Agreement and any Subscription may not be terminated for convenience.

12.3 Termination for Cause. Either party may terminate the Agreement with immediate effect if the other party breaches the Agreement in an essential point and fails to cure such breach within fourteen (14) days after written notice. Material breaches which allow Storyblok to terminate include, without limitation, non-payment, breach of Sections 3.1, 3.6, 3.7, 3.8, 6.4, 7, 11, any non-payment of agreed fees or misuse of the Storyblok CMS.

12.4 Effects of Termination. Upon termination all rights and licenses granted to Customer immediately cease and Customer shall immediately stop (and cause any Affiliates and Users to stop) using the Storyblok CMS or services. In case Customer terminates the Agreement for cause, any pre-paid fees for any unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month); consumption-based fees will be charged and calculated according to the actual usage. In case Storyblok terminates for cause no pre-paid fees whatsoever will be refunded. In addition, all fees for services and/or products provided by Storyblok and not yet paid by Customer become due and owing immediately and shall be paid by Customer.

12.5 Survival of Rights. All provisions that by their terms or nature call for performance subsequent to termination or expiration shall remain operative and in full force and effect, including, but not limited to, all express representations and warranties, limitations of liability, choice of law and venue, the class action waiver, confidentiality and indemnification.

13. REFERENCES & MARKETING

13.1 Reference Customer. Storyblok or its Affiliates may name Customer as reference customer and/or user of the Storyblok CMS on Storyblok's websites and in marketing materials, online, social, or print media. If Customer refuses or withdraws this consent, Storyblok will then treat such information under the rules of Section 11 (Confidentiality).

13.2 Marketing Activities. Customer authorizes Storyblok to use Customer's corporate name, logo, and trademarks for advertising and marketing purposes, provided such use follows Customer's brand guidelines communicated by Customer. If deviations are identified, Customer may require Storyblok to correct them within reasonable time.

13.3 Press Releases. Storyblok may issue a press release announcing Customer's selection of the Storyblok CMS. The text of the press release will be subject to Customer's prior written approval, not to be unreasonably withheld or delayed.

14. MISCELLANEOUS

14.1 Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict of law provisions. The Parties agree that the Uniform Computer Information Transactions Act and the UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.2 Jurisdiction. The exclusive venue and jurisdiction for any and all claims resulting from or in relation to the Agreement shall be the state and federal courts of the State of Delaware, U.S.A., to whose personal jurisdiction each of the Parties hereby consents and submits.

14.3 Export Control. Customer shall comply with all applicable U.S. export laws, restrictions, and regulations. Customer will not permit any User to access or use the Storyblok CMS in any U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Without limiting the generality of the foregoing, Customer agrees not to upload or transmit any content within the Storyblok CMS that is controlled for export from the United States (namely technical data) under the U.S. International Traffic in Arms Regulations or the U.S. Export Administration Regulations, unless in strict compliance therewith.

14.4 Assignment. Customer may not assign or transfer the Agreement or any rights or obligations hereunder without Storyblok's prior written consent. Storyblok may assign or transfer the Agreement to any of its Affiliates with written notice to Customer. This Agreement is binding upon the Parties and their heirs, executors, legal and personal representatives, successors and assignees, as the case may be. For purposes of the Agreement, any change of control will be deemed an assignment. Notwithstanding the foregoing, Storyblok may assign the Agreement, in whole or in part, without the consent of Customer in the event of a reorganization, merger, or sale of all or substantially all of the assets of Storyblok.  

14.5 Amendments. Any amendment must be in writing and signed by both parties.

14.6 Errors and Adjustment Clause. Customer acknowledges that it has full knowledge of all circumstances concerning the Storyblok CMS and services and is aware of their true value. To the fullest extent permitted by applicable law, Customer waives any right to contest, avoid, or adjust the Agreement on grounds of error, mistake, or imbalance of performance or consideration.

14.7 No Waiver. Failure to enforce any provision shall not constitute a waiver of that or any other provision.

14.8 Force Majeure. Storyblok will not be deemed in breach of the Agreement for any cessation, interruption, failure, breakdown or delay in the performance of its obligations due to causes beyond its reasonable control, including, but not limited to, earthquakes, weather events, floods, fires, or other natural disasters, acts of God, labor controversies, civil disturbances, terrorism (including cyber-terrorism), war (whether or not officially declared), consequences of epidemic or pandemic crisis, technical breakdowns or interruptions of third parties (including acts or omissions of internet traffic carriers), loss of electricity or other utilities, cyber attacks (e.g., denial of service attacks), delays by Customer in providing required resources or cooperation, or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or compliance with or any change in or the adoption of any law, regulation, judgment or decree or other acts or omissions of regulatory or governmental authorities that impact the availability, performance or delivery of the Storyblok CMS ("Force Majeure Events").

14.9 Entire Agreement. The Agreement, including these Terms, the applicable Order Form and incorporated documents, constitute the entire agreement between the Parties and supersede all prior proposals or understandings. In the event of a conflict between these Terms and the Order Form or any other document, the Order Form takes precedence over these Terms and these Terms take precedence over any other document.

14.10 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. The invalid clause shall be replaced by a valid one that most closely reflects its economic intent.

14.11 Notices. Legal notices to Storyblok shall be sent to legal@storyblok.com. If delivery fails or no specific address is stated, notices to Customer may be sent to the current organization admin's email address on record.

14.12 Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, CUSTOMER AND STORYBLOK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OF ANY KIND. UNLESS CUSTOMER AND STORYBLOK AGREE, NO ARBITRATOR OR JUDGE, AS THE CASE MAY BE, MAY CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

14.13 U.S. Government End Use. If the Storyblok CMS is acquired by or on behalf of a governmental or public entity, including the U.S. federal government or any agency or instrument of any federal, state, or local governmental entity, the government end user's and Customer's rights regarding the Storyblok CMS shall be limited to those specified within this Agreement. Customer must notify Storyblok in writing prior to any use of the Storyblok CMS by a Federal entity or in the facilitation or fulfillment of a Federal prime contract. Storyblok reserves the right to deny use of the Storyblok CMS by a Federal entity or in the facilitation or fulfillment of a Federal prime contract.

15. DIGITAL MILLENNIUM COPYRIGHT ACT

15.1 DMCA Notice. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Storyblok CMS, please notify Storyblok's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For a complaint to be valid under the DMCA, the following information must be provided to Storyblok in writing:

(i) an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(ii) identification of the copyrighted work that you claim has been infringed;

(iii) identification of the material that is claimed to be infringing and where it is located;

(iv) information reasonably sufficient to permit Storyblok to contact you, such as your address, telephone number, and email address;

(v) 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 law; and

(vi) a statement, made by you or a person authorized to act on behalf of the copyright owner under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

15.2 The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice

Storyblok, Inc.

DMCA Agent: Amarilda Ulrich

1209 Orange Street

Wilmington, DE 19801, United States

Email: legal@storyblok.com

15.3 UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES. Please note that this procedure is exclusively for notifying Storyblok that copyrighted material has been infringed. The preceding requirements are intended to comply with Storyblok's rights and obligations under the DMCA, including 17 U.S.C. §512(c), and do not constitute legal advice.

Annex 1 - Service Level Agreement

1. DEFINITIONS

1.1 Agreed Availability means the percentage (in accordance with the availability percentage agreed in the Order Form which is 99.9% for Enterprise Premium and 99.99% for Enterprise Elite plans) of the total number of minutes of availability during which Customer Content is accessible through the Storyblok Content Delivery API in a given contract year, excluding Scheduled Downtime.

1.2 Scheduled Downtime means any unavailability communicated to Customer reasonably prior to such unavailability to perform maintenance, modifications, or upgrades.

1.3 Unscheduled Outage means the number of downtime minutes of Customer Content resulting from an interruption to the availability of Customer Content in excess of the Agreed Availability.

1.4 Fees means the unused total annual charges paid by Customer for the Storyblok CMS for that contract year in which an Unscheduled Outage occurred, excluding consumption based fees (e.g. traffic).

2. CALCULATION

For any Unscheduled Outage experienced by Customer during a given contract year, Storyblok will provide a Service Level Agreement Credit (SLA Credit) calculated as follows:

3. MONITORING

Availability is determined according to performance and monitoring services made available to Customer under uptime.storyblok.com. This monitoring will be the sole determinant of availability.

4. HOW TO CLAIM

Customer must submit a written claim for SLA Credits within thirty (30) days after the end of the contract year in which the Unscheduled Outage occurred. The claim must include the dates, times, other relevant details and proof of the claimed outage. Storyblok will verify the claim against its own records. SLA Credits will be applied to the next invoice following Customer's request. In case there is no further invoice (e.g. limited term subscription without renewal) SLA Credits amounts are used to further extend the Subscription Term. Service Level Credits may not be assigned or transferred or used to offset any payment owed.

5. SLA EXCLUSIONS

Availability calculations do not include unavailability due to issues caused by or resulting from: (i) factors outside of Storyblok's reasonable control, including, without limitation, any general internet problems or Force Majeure Events; (ii) any use of the Storyblok CMS by Customer in violation of the Agreement; (iii) any unauthorized action or inaction of Customer, including Customer's failure to comply with Storyblok's reasonable instructions; (iv) issues resulting from or arising out of Customer or end-user's applications, equipment, hardware, software, other technology not provided by Storyblok or connectivity issues, including Customer's or end-user's failure to provide reasonable access to relevant equipment, infrastructure, network or internet connection; (v) Customer Content; (vi) Storyblok's right to suspend or terminate Customer access to the Storyblok CMS in accordance with the Agreement; (vii) any scheduled maintenance or unavailability; (viii) emergency maintenance on the Storyblok CMS, including maintenance on critical system changes that, given the specific circumstances, cannot wait for scheduled maintenance and did not become necessary due to Storyblok's fault; and (ix) use of the Storyblok CMS under a free trial or a free proof of concept.

6. SOLE REMEDY

SLA Credits shall be Customer's sole and exclusive remedy in the event of a failure to meet the Agreed Availability. Notwithstanding the foregoing, if availability (excluding Scheduled Downtime) falls below 95.0% annual average, Customer shall be entitled to terminate the Agreement and any pre-paid fees for any unused subscription periods following the effective date of termination shall - upon written request to Storyblok - be refunded on a pro-rata monthly basis (excluding any commenced month); consumption-based fees will be charged and calculated according to the actual usage.