Terms and Conditions
Last updated: 21 July 2021
The following are the Terms & Conditions of availing Services of the Stories+ Platform by Storiesplus Inc., an Incorporation in the State of Delaware, USA with its registered address at #4081 450 Lexington Ave New York, NY 10017.
Agreement: The primary agreement entered into by Storiesplus, Inc. and the Client Client: The Company as per the primary Agreement that avails the Services Services: Various services provided by Storiesplus, Inc. under the primary Agreement
1. STATEMENT(S) OF WORK
1.1. The Statement of Work is as per the primary Agreement between the Parties.
1.2. No terms of the Agreement shall be amended unless in writing and
accepted by both Parties.
1.3. Storiesplus, Inc. shall determine the method, details and means of performing
2. TERM AND TERMINATION
2.1. The Agreement will be for the Term specified in the Agreement.
2.2. The Agreement may be terminated for default of the terms and conditions
2.3. The Agreement may be terminated for default in payment within the
2.4. The Agreement may be renewed at any time prior to the expiration of the
Agreement, subject to confirmation and acceptance by both Parties in
2.5. Upon any termination or expiration of the Agreement all applicable licenses
and rights granted hereunder shall terminate and Client shall cease use of
Stories+ platform and managed services. Additionally, upon termination
all confidential information shall be immediately returned or destroyed.
2.6. All provisions related to Payment, Confidentiality, Intellectual Property Rights,
Representations and Warranties, Limitations of Liability, Indemnification, and
General Provisions shall survive such termination.
3. PAYMENTS TO Storiesplus, Inc.
Fees shall be as per the Agreement.
4.RIGHTS || Services; License & Intellectual Property Rights
4.1. Storiesplus, Inc. hereby grants to Client during the duration of the Agreement a
limited, non-exclusive and non-transferable license to access and use the
Stories+ Platforms for the territory or territories specified in the
Agreement. Client shall not, itself or through a third-party – use, modify, copy,
or otherwise reproduce the Storiesplus, Inc. and/or Stories+ Platforms in whole
or in part; reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code form or structure of the Stories+
Platforms; or distribute, sublicense, assign, share, timeshare, rent, lease,
grant a security interest in or otherwise transfer the Storiesplus, Inc. and/or
Stories+ Platforms or Client’s license to use the Stories+
Platforms; or resell to any person except the end user or brand owner of the
content created. All rights not expressly granted to Client are reserved by
Storiesplus, Inc. There are no implied rights.
4.2. Client warrants that it will not authorize or permit Malicious Content
(malware) or any objectionable material to run through the
Stories+ Platforms, directly or through embedded links.
4.3. All rights in the Storiesplus software and related material vests exclusively
with Storiesplus, Inc.
4.4. Client owns the intellectual property rights in any images or any digital content or has expressed authorization from the owner of the intellectual property rights in any images or any digital content to use such images or digital content consistent with the services and/or products provided by Stories+.
4.5. Parties shall not use any proprietary and / or confidential information in any
disclosures to third-parties without prior written consent of the other Party.
5.REPRESENTATIONS & WARRANTIES, LIMITATION OF LIABILITY, and INDEMNIFICATION
5.1. Client represents and warrants that it has the full power and authority to
enter into this Agreement; None of the services availed hereunder, using the
Stories+ Platforms or the exploitation of digital content thereof, as
allowed under this Agreement, will infringe any third-party’s rights; and, the
use of the Services shall not contain any malicious computer code, viruses,
worms, “time bombs”, “trap doors” or any other similar harmful, malicious or
hidden procedures that would interfere with Storiesplus, Inc.’s or its partners’
5.2. Other than the express warranties set forth in this agreement, Storiesplus, Inc.
disclaims all other representations, guarantees, and warranties, express or
implied, including, without limitation, the implied warranties of
merchantability or fitness for a particular purpose. Further, Storiesplus, Inc.
makes no warranty or guarantee with respect to any third-party services or
products delivered with or embodied in the services or deliverables provided
5.3. Limitation of Liability: Notwithstanding any other provision of this agreement,
other than in connection with a party’s obligations under section 6
(Confidentiality), or section 5.4. (Indemnification), or in instances of a party’s
fraud or wilful misconduct, in no event shall either party be liable to the
other party for any indirect, incidental, special, consequential, exemplary or
punitive damages, or other similar type of damages, including, without
limitation, damages based upon loss of profits or loss of business, arising out
of or in any way related to this agreement, the performance hereof, the use
of the services or deliverables provided hereunder, and/or such party’s
alleged breach of this agreement, whether or not such party is informed,
knew or should have known of the possibility of such damages in advance.
Further, for the purposes of this Section – the liability of either Party shall not
exceed any amount of money which shall exceed the amount of the fees
actually paid or payable by Client to Storiesplus, Inc. in the twelve (12) months
preceding the date of any claim under the Statement of Work from which
the claim is made or arose. No action, regardless of form, arising out of this
agreement may be brought by either party against the other party more
than one (1) year after the cause of action has arisen.
5.4. Indemnification: Each party agrees to defend, indemnify and hold harmless
the other party, its directors, officers, employees, parents, affiliates, agents,
successors and assigns, against any third party claims, demand, cause of
action, or liability, including reasonable attorney’s fees, to the extent that it
arises out of the fraudulent acts or wilful misconduct of the Indemnifying
Party. A party’s obligations under this Section 5.4. shall be the other party’s
sole and exclusive remedy for such claims and losses.
All terms and details of the Agreement shall be kept confidential in all events.Any disclosures to proprietary information disclosed during the execution of the Agreement shall be kept confidential. The provisions of this clause shall survive the termination of the Agreement.
7.1. Assignment. Neither party shall assign or otherwise transfer its rights, duties
or obligations hereunder to any other person, corporation or other entity
without the express prior written approval of the other party.
7.2. Governing Law; Compliance with Laws. This agreement shall be construed
and enforced in accordance with the laws of the State of New York without
regard to the choice of law principles thereof. All actions or proceedings
arising in connection with, touching upon or relating to this Agreement, the
breach thereof and/or the scope of the provisions of this Section (a
“Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration
under its Comprehensive Arbitration Rules and Procedures if the matter in
dispute is over $250,000 or under its Streamlined Arbitration Rules and
Procedures if the matter in dispute is $250,000 or less (as applicable, the
“Rules”) to be held solely in New York, New York, U.S.A., in the English
language. The parties hereby waive their right to jury trial with respect to all
claims and issues arising under, in connection with, touching upon or
relating to this Agreement, the breach thereof and/or the scope of the
provisions of this section, whether sounding in contract or tort, and including
any claim for fraudulent inducement thereof.
7.3. Severability. If any provision of this Agreement is or becomes illegal,
unenforceable or invalid (in whole or in part, for any reason), the remainder
of this Agreement shall remain in full force and effect without being
impaired or invalidated in any way.
7.4. Headings. The section titles and headings in this Agreement are intended
solely for convenience of reference and are not intended to explain, modify
or place any construction or limitation upon any provision of this Agreement.
7.5. Insurance. Prior to the performance of any service hereunder by Storiesplus, Inc.,
Client shall at its own expense procure and maintain the following insurance
coverage for the benefit and protection of Client and Storiesplus, Inc., which
insurance coverage shall be maintained in full force and effect for the term
of the Agreement:
7.5.1. A Commercial General Liability Insurance Policy with a limit of not less
than $2 million per occurrence and $3 million in the aggregate
providing coverage for bodily injury, personal injury and property
damage for the mutual interest of both Client and Storiesplus, Inc., with
respect to all operations;
7.5.2. Professional Liability Insurance including but not limited to Technology
Errors & Omissions Liability and Network Security and the usual and
customary errors and omissions exposures associated with business
operations and services with a $1 million limit for each occurrence
and $1 million in the aggregate (a claims-made policy is acceptable
providing there is no lapse in coverage); and An Umbrella or Following
Form Excess Liability Insurance policy will be acceptable to achieve
the above required liability limits; and
7.5.3. Workers’ Compensation Insurance with statutory limits to include
Employer’s Liability with a limit of not less than $1 million; and
7.5.4. The policies referenced in the foregoing clauses 7.5.1, 7.5.2 and 7.5.3
shall name Client, its parent(s), subsidiaries, licensees, successors,
related and affiliated companies, and its officers, directors, employees, agents, representatives and assigns as an additional insured by
endorsement and shall contain a Severability of Interest Clause. All of
the above referenced policies shall be primary insurance in place and
stead of any insurance maintained by Client. Client shall maintain
such insurance in effect during the entire term of this Agreement. All
insurance companies, the form of all policies and the provisions
thereof shall be subject to Storiesplus, Inc.’s prior approval. Any insurance
company of Client with a rating of less than A: VII will not be
acceptable to Storiesplus, Inc. Client is solely responsible for all
deductibles and/or self insured retentions under their policies.
7.6. FCPA. Storiesplus, Inc. shall comply with all applicable anti-corruption and
anti-bribery laws (collectively, “Anti Corruption Laws”), including, without
limitation, regulations prohibiting payments or giving anything of value to
foreign officials to obtain business or a competitive advantage.
7.7. Force Majeure. Other than a party’s obligation to pay amounts due
hereunder, neither party shall be liable to the other party for any delay or
failure to perform its obligations hereunder due to causes beyond its
reasonable control. Performance times shall be considered extended for a
period of time equivalent to the time lost because of such delay.
7.8. No Third-Party Beneficiaries. Nothing in these terms and conditions is
intended to, or shall, create any third-party beneficiaries, whether intended
or incidental, and neither party shall make any representations to the
7.9. Neither party shall be deemed to have waived any term, condition or other
provision hereof or to have consented to any breach hereof by the other
party unless such waiver or consent is in writing and executed by a duly
authorized representative of such party. No consent by either party to, or
waiver by either party of, a breach by the other party, shall constitute a
consent to, waiver of or excuse for any different or subsequent breach.
7.10. Non-Agency. Nothing in the Agreement shall be construed to make the
parties partners, joint venturers, representatives or agents of each other,
and neither party shall represent to any third party that the parties have any
such relationship. The parties hereunder are acting in performance of the
Agreement as independent contractors engaged in the operation of their