Terms and Conditions

Storypark Limited, a company incorporated in New Zealand, (“Storypark”) is the owner and licensor of the Application and Website as defined below. Your rights to use the Application and Website are set out in this Agreement.
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The Service enables a Child’s Authorised Viewers and Early Childhood Providers to upload, record, share and celebrate a Child’s learning through various media, such as images, videos and written stories.
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The Service also provides Authorised Users with Early Childhood Service management tools, record keeping, analysis, planning tools and facilitates communication between those interested in a Child’s early childhood learning.

1. Definition and Interpretation

1.1 In this Agreement, unless the context requires otherwise:

‍Agreement means an agreement comprised of the Customer’s Order Form together with these Customer Terms and any schedules or annexures to either of them.

‍Applicable Privacy Laws means the data protection and privacy laws applicable to a party’s processing of Personal Data, including any codes of conduct, administrative decisions, directives or orders made or issued under such legislation.

‍Application means the early childhood e-portfolio service and, as applicable, any CCMS Service, provided by Storypark, including that available on and through the Storypark website, and unless the context requires otherwise includes all such applications Storypark provides and associates with these Customer Terms (including, without limitation the family version of its device application).

‍Authorised Users means each Customer Organisation and all persons authorised by the Customer or a Customer Organisation to access and use the Application in connection with the Customer Account.

‍Authorised Viewer means a person who is expressly authorised by the Primary Account Holder to view and/or access Child Content in the Application, being typically (but not exclusively) limited to that Child’s parents, guardians, family members and specialists.

‍Background Materials means, in relation to a party, any software, documents, data, designs, information or other materials (in any form, including hard copy and electronic form, human-readable and otherwise) which have been developed, licensed or acquired by or on behalf of that party prior to this Agreement or not specifically pursuant to this Agreement (but not including any which have been acquired from the other party).

‍Business Hours means 0900 to 1700 on any day other than a Saturday, Sunday or public holiday in New Zealand Time.

‍CCMS Service means any childcare application and management service offered by Storypark to the Customer (if any), as specified in the Order Form.

‍Child means an individual under the age of majority in the jurisdiction where they reside and Children has a corresponding meaning.

‍Child Content means Content about, depicting or pertaining to a particular Child.

‍Child Record means a Family Child Record or an Organisation Child Record.

‍Content means any content or materials including (but not limited to) still or moving images, videos, sound recordings or other audiovisual materials, artistic works, written works, administration data and Personal Data posted to the Application by an Authorised User or Authorised Viewer or otherwise contained in any Organisation Child Record or Family Child Record.

‍Confidential Information includes all information exchanged between the parties to this Agreement, where a reasonable party would consider the information confidential, whether in writing, electronically, or orally.

‍Customer means the person or entity specified as such in the applicable Order Form, that has purchased the Service and has registered a Customer Account.

‍Customer Account means the Storypark account controlled by the Customer.

‍Customer Data means data or information that is submitted by the Customer, or by any Authorised Users of the Customer or Authorised Viewers or the Customer enrolled Children, to be stored as a Child Record or processed and made accessible from the Application in any form, regardless of the format, location or medium, and includes the Content and Personal Data.

‍Customer Organisation means any organisation, group, service or early childhood education and/or childcare centre for Children owned or operated by, or affiliated with, the Customer.

‍Educator means any childcare provider or educator at a Child’s Customer Organisation.

‍Educator Portfolio means a personal portfolio of an educator at a Customer Organisation, being created by or for that educator for and in connection with their use of the Services.

‍Family Child Record means any Content such as a child’s name, Content contributed by Authorised Viewers such as a Child’s parents, guardians, family members, and any other Content pertaining to a given Child that is accessible via the ‘child profile’ page, and not contained only within an Organisation Child Record. For clarity, Family Child Records are separate and distinct from Organisation Child Records.

‍Fees means the fees specified in the Order Form, including access fees, Implementation Service fees (as applicable), Support Service fees, as amended from time to time in accordance with clause 5.3 and any other fees or charges that may be agreed to by the parties.

‍Force Majeure Event means any event, circumstance, occurrence or omission which is beyond a party’s reasonable control and, as a direct or indirect result of which, that party is prevented from or delayed in performing any of its obligations under this Agreement (including, without limitation, weather events or other forces of nature, action or inaction by any government agency, strikes or industrial disputes, epidemics and pandemics (declared or undeclared), acts of God, denial of service and other cyber-attacks, war, terrorism or civil disturbance), but excluding any failure to make payment of an amount due under this Agreement.

‍GST has the meaning given to it in the Goods and Services Tax Act 1985 of New Zealand.

‍Implementation Plan means the implementation plan, if any, to be developed by Storypark with the Customer.

Implementation Services means the implementation services (if any) to be performed by Storypark, as specified in the Implementation Plan.

Intellectual Property means any intellectual property rights in existence now or coming into existence in the future anywhere in the world and includes (but is not limited to) rights in respect of copyright, trademarks (whether registered or unregistered), inventions, patents, designs (whether registered or unregistered), confidential information and know how.

‍Initial Term is as specified in the Customer’s Order Form.

‍Order Form means any order form completed by the Customer (and accepted by Storypark) specifying the Services to be provided by Storypark for the Customer. The Order Form may be electronic, paper based, or made available through the Application.

‍Organisation Child Record means the internal Storypark Child record created and maintained by the relevant Customer Organisation and/or Educators and/or Storypark on behalf of the relevant Customer Organisation, to be able to operate the Storypark Application. For clarity, Child Content may be added to an Organisation Child Record.

‍Personal Data means any information relating to an identified or identifiable individual included in the Customer Data or otherwise made available (directly or indirectly) by the Customer or its Authorised Users or Authorised Viewers to Storypark in connection with this Agreement. This includes names, physical addresses, email address, IP addresses, behavioural data, location data, financial information and more.

‍Primary Account Holder means a Child’s parent or guardian, or a person expressly authorised by the Child’s parent or guardian to administer and control a Family Child Record.

‍Privacy Policy means Storypark’s privacy policy located on its website at storypark.com/privacy-policy as amended by Storypark from time to time.

‍Renewal Term has the meaning given to the term in clause 2.2.

‍Review Date means the date this Agreement is due to be renewed by. Review Date is calculated as the number of months, outlined in the Initial Term, from the date of execution by the last party.

Sensitive Data means Personal Data relating to a Child, or a person’s physical or mental health, race or religion, or other information deemed or treated as “sensitive” under Applicable Privacy Laws.

‍Services means the Application, Implementation Services (if any), and any additional services specified in the Order Form or otherwise agreed between the parties in writing from time to time during the Term.

‍Start Date means the date you activate a subscription for the Services.

‍Storypark means the Storypark entity that you contract with pursuant to this Agreement. This will be Storypark Limited (a limited liability company, registered in New Zealand).

‍Supported Browser Versions means the browser versions set out in section 3.4(a) or as otherwise agreed in writing from time to time by parties.

‍Term means the Initial Term and any Renewal Terms.

‍End User Terms means the Storypark end user terms set out at storypark.com/terms-and-conditions as amended by Storypark from time to time.

‍Third-Party Software means the software and applications set out as Third-Party Software in the Order Form.

‍Website means the website at storypark.com or storypark.com, including parts or features of that website that can be used or accessed without requiring registration or logging into the Application.

1.2 In this Agreement, unless the contrary intention appears:

1. a reference to a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal entity, and any executor, administrator or successor in law of the person;
2. monetary references are to the currency specified in the Order Form; and
3. references to times are to the time in the city in which the Storypark entity that you are contracting with is registered.

2. Term

2.1 This Agreement commences on the Start Date and will continue for the Initial Term, unless terminated earlier in accordance with its terms.

2.2 At the expiry of the Initial Term (or relevant renewal Term, as applicable), this Agreement shall automatically renew for successive renewal terms (equal to the Initial Term) (each a Renewal Term) until such time as either party notifies the other (in writing) of its termination of this Agreement in accordance with the terms of this Agreement.

3. Provision of Services

3.1 Storypark grants to the Customer a limited, non-exclusive, non-transferable, and revocable licence to access and use the Application (and to enable its Authorised Users to access and use the Application in accordance with the End User Terms) for the Term, strictly in accordance with this Agreement.

3.2 Storypark will:

1. make available to the Customer a Customer Account via a cloud-hosted portal to enable the Customer and its Authorised Users to access the Application and its functionalities in accordance with this Agreement;
2. provide the Services in accordance with good industry practices;
3. use reputable and reasonably up-to-date security technologies in providing the Services; and
4. if the parties agree to an Implementation Plan, perform the Implementation Services in accordance with the Implementation Plan, provided that the Customer performs any Customer obligations in the Implementation Plan and otherwise provides reasonable assistance to Storypark to ensure Storypark can perform the Implementation Services.

3.3 The parties agree and acknowledge that Storypark will not be required to provide any hardware, peripherals, software other than the Application and third party software specified in the Order Form, or internet connectivity, to the Customer in connection with this Agreement, and the Customer is solely responsible for:

1. obtaining and maintaining such items and connections that may be necessary or desirable to optimally access and engage with the Application, including as applicable the Third Party Software and Supported Browser Versions; and
2. the development, implementation and application of its own internal policies and practices regarding the nature and extent of use of the Application by Authorised Users, provided that such policies and practices must not conflict with any terms of this Agreement and are consistent with all applicable laws.

3.4 The Customer agrees that Storypark only supports and tests systems for:

1. the last two versions of browsers developed by Firefox, Chrome, and Safari and no other browsers;
2. the last two major versions of IOS and Android; and
3. the most recent Windows and Mac OS versions capable of running the last two versions of browsers developed by, Firefox, Chrome, and Safari.

Storypark may, at any time throughout the Term, cease to support and/or test systems for any browser or device if usage of that browser or device drops below 5% over Storypark’s customer base.

4. Conditions of Use

4.1 In its access to and use of the Services, the Customer shall (and shall ensure that its Authorised Users):

1. provide information in connection with registration for and use of the Application that is true, accurate and current, and promptly notify Storypark of any change to such information;
2. not create, update or maintain (or remove information contained in) a Family Child Record or otherwise provide us with Personal Data regarding a Child without the permission of the corresponding Primary Account Holder;
3. not attempt to gain access to a Family Child Record without the permission of the corresponding Primary Account Holder, or otherwise provide such a person with Personal Data pertaining to a Child;
4. not permit a person who is not an Authorised Viewer to access a Child Record;
5. only use the Services and Child Content, for Customer or Customer Organisation management and administration, educational or developmental purposes associated with the respective Child and for the purposes of creating and maintaining Organisation Child Records, and not for any other purpose, including any other commercial purpose;
6. not post, republish, reproduce or communicate Content (including Child Content), user feedback or other information about the Services or any Child, on or through any other platform, forum or medium (including without limitation social media platform, such as Facebook), except with the consent of the originator of that material and the copyright owner and, as applicable, the corresponding Primary Account Holder;
7. not use the Services or any Content (including any Child Content) for any illegal, immoral, indecent or inappropriate purpose nor post any Content or other information or material that is illegal, defamatory, abusive, demeaning, harmful, obscene, hurtful, offensive, objectionable or racist;
8. if Storypark has consented to the Customer (or its Authorised Users) taking screenshots or screencasts of the Application for marketing or educational purposes, ensure that such screenshots or screencasts do not include any Customer Data unless the relevant Authorised User has given their express consent or, in the case of a Child Content, the corresponding Primary Account Holder has provided express consent;
9. not post or upload any Content or other information or material that contains any viruses or other harmful components, or infringes any third party’s rights of privacy or Intellectual Property rights;
10. keep all Customer Account details and passwords strictly confidential;
11. comply with all applicable security guidelines and procedures required and made known to the Customer by Storypark. Storypark may issue revisions to security and guidelines procedures from time to time as Storypark deems reasonably necessary; and
12. not undermine the security or integrity of Storypark’s or any third party’s systems or networks, and it is acknowledged by Customer that undertaking penetration (or similar security) tests on such systems or networks may undermine the security or integrity of those systems or networks, and therefore, such actions shall not be taken without the prior written consent of Storypark.

4.2 Storypark reserves the right to remove from the Customer Account, Child Records or Educator Portfolios any Content which it deems to be in breach of any requirement of this Agreement, any applicable law, or which is otherwise unsuitable, at any time without notice, and without liability.

4.3 It is acknowledged and agreed by the Customer that:

1. An Organisation Child Record can exist for each Child, and Storypark may (both during and after the end of the term of this Agreement) access, use and store such Organisation Child Records: (i) for the purposes of performing the Services and otherwise complying with its obligations in this Agreement; (ii) as required or permitted by law; and (iii) as otherwise specified in the Privacy Policy or consented to from time to time by the Primary Account Holder;
2. Customer shall (or, as applicable, shall ensure that its Customer Organisations and Educators) create an Organisation Child Record for each Child associated with the Customer Account and keep such Organisation Child Records up to date, accurate and complete;
3. Educators may access and use Content contained in applicable Organisation Child Records for the purposes of: (i) documenting their own progress as an Educator, provided that such Content does not personally identify any Child; and (ii) maintaining their own Educator Portfolios for use by the Educator during and after his or her engagement as an Educator by the Customer, provided that such Educator Portfolio does not personally identify any Child;
4. Organisation Child Records exist to assist Customers and Educators in complying with their legal obligations and delivery of services using Storypark. Subject to any rights of an individual in respect of its Personal Data under Applicable Privacy Laws, Primary Account Holder(s) may not access, update or delete Content from an Organisation Child Record, unless such actions are being undertaken by Authorised Users on behalf of a Customer or Storypark (for administrative purposes).
5. Storypark shall only store Content in Organisation Child Records that is reasonably required to fulfil the purposes set out in this clause 4.3.

4.4 Without limiting any other obligation of the Customer in this Agreement in respect of its Authorised Users and Customer Organisations, the Customer acknowledges and agrees it is responsible for ensuring its Authorised Users accept and comply with the End User Terms before accessing the Application or any Content, and shall indemnify Storypark for any loss, liability, cost, claim or damage suffered or incurred Storypark as a consequence of its failure to ensure such matters.

5. Fees

5.1 The Customer shall pay the Fees for the Services.

5.2 If Storypark creates any additional features and/or functionalities on the Application (which Customer acknowledges that Storypark is not obligated to do), the Customer may access such additional features subject to a corresponding increase in the Fees (as notified by Storypark).

5.3 Storypark may, on notice to the Customer increase the Fees effective from the first date of each Renewal Term (Review Date).

5.4 Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST and other sales and value added taxes. If such tax is payable in relation to a taxable supply, the amount payable for that taxable supply is the amount for that taxable supply specified in this Agreement plus the applicable tax.

6. Payment

6.1 Storypark will issue an invoice to the Customer for the Fees on the basis specified in the Order Form and the Customer must pay the Fees specified in each such invoice within the terms advised on the relevant invoice. Fees must be paid (without setoff or deduction, except as required by law) into the bank account notified by Storypark from time to time.

6.2 Without limiting any other rights that Storypark may have, where the Customer fails to make a payment by the due date, and that payment is not under dispute, interest will accrue at a rate of 10% per annum on any amounts which are not paid by the due date, but not to exceed the maximum amount permitted by law and shall be payable by the Customer on demand.

6.3 In the event of any dispute arising in respect of an invoice, the Customer shall pay the undisputed portion of the invoice by the due date for payment and the disputed portion of the invoice will be dealt with in accordance with the dispute resolution process in clause 15.

7. Changes to or disruption of the services

7.1 The Customer acknowledges and agrees that:

1. the Application may evolve and change over time and that some parts of the Application are dependent on the provision of software or services by third parties. Storypark reserves the right at any time to modify, adapt, suspend or discontinue, whether temporarily or permanently, the Application (or any part of it) or otherwise replace the Application (or any part of it) with a similar service of a similar quality and function as the Application. Storypark will make reasonable efforts to ensure significant changes to the Application are released to the Customer, to the extent practicable, with appropriate notice.
2. Although Storypark will take reasonable steps to ensure that the Application functions as intended, access to the Application may be disrupted as a result of a malfunction, updating, maintenance or repair of the Application or associated systems, by the actions of a third party licensor or service provider, or for any other reason within or outside Storypark’s control. Storypark will use reasonable endeavours to promptly address (during normal Business Hours) technical issues that arise in relation to the Application.

7.2 To the extent permissible at law, Storypark shall not be liable for any loss, cost, claim or damage suffered or incurred by the Customer or any Authorised User as a result of:

1. any replacement, modification, adaptation, suspension or discontinuance of the Application (or any part of it); or
2. any partial or total breakdown of, or inability to use, the Application or for any errors or defects in the Application arising from software or services provided by third party licensors or service providers.

8. Privacy and Data

8.1 The Customer grants to Storypark (or to any third party Storypark authorises to act on its behalf), a non-exclusive, non-transferable licence over the Customer Data for the purposes specified in this Agreement and the Privacy Policy, which may be updated by Storypark from time to time, and otherwise as required to handle Customer Data in accordance with the Customer’s (or its Authorised Users’) instructions.

8.2 Storypark will not access, use or disclose Customer Data, except as provided for in this Agreement and the Privacy Policy, or as required or permitted by law.

8.3 Each party must take commercially reasonable steps to ensure that the Customer Data is kept secure from any unauthorised access or use.

8.4 The Customer warrants that it has obtained (or shall obtain) all consents and issued all notices necessary under Applicable Privacy Laws, for Storypark to process Personal Data through the Application and/or Services in the manner provided for in this Agreement and the Privacy Policy, to create, maintain, use and store Organisation Child Records and Family Child Records in the manner anticipated by this Agreement, and as the Customer and any of its Authorised Users otherwise directs, and that such consent is obtained from the correct person(s).

8.5 In respect of all Personal Data (including Sensitive Data) that the Customer or any of its Authorised Users or other Authorised Viewers upload to and/or transfer within the Application and/or Services, the Customer will (and will ensure its Authorised Users will):

1. comply with its obligations under all Applicable Privacy Laws (including its obligations arising from its control over the purposes and means of processing Personal Data);
2. only upload or transfer Sensitive Data to the Application where express consent has been obtained from the corresponding Primary Account Holder;
3. notify Storypark without undue delay if any Primary Account Holder withdraws their consent, or any part of their consent, or objects to any processing of Personal Data through the Application. This shall include any withdrawal of consent, or objection received by the Customer or any of its Authorised Users from a Child to whom the Personal Data relates;
4. update any Personal Data stored in connection with its Customer Account that relates to another person when requested to do so by that person;
5. ensure the secure use of the Services (including by all of its Authorised Users), including securing its Customer Account authentication credentials, protecting the security of Personal Data when in transit to and from the Application, and taking any appropriate steps to securely encrypt or backup any Personal Data uploaded to or transferred within the Application and/or the Services;
6. upon becoming aware of any unauthorised or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data, or any other breach, or suspected breach, of its security safeguards, notify Storypark without undue delay and shall provide timely information relating to the security incident as it becomes known or as is reasonably requested by Storypark; and
7. review the information made available by Storypark relating to data security and make an independent determination as to whether the Storypark Service meets the Customer’s (and, if applicable, its Customer Organisations) requirements and legal obligations under Applicable Privacy Laws.

8.6 Storypark may, but shall not be required to, offer through the functionality of the Application a pop-up or embedded form to allow Primary Account Holders to give their consent, retrospectively, to the processing of their Personal Data (or the Personal Data of a Child that they are the parent or guardian of) in connection with the Services. However, the Customer shall not rely on any such functionality and is responsible for ensuring that it obtains consent from the appropriate person(s).

8.7 The Customer also grants to Storypark a non-exclusive royalty free world-wide and irrevocable license permitting Storypark to copy, anonymize, aggregate and process the Customer Data to derive anonymous statistical and usage data, and data about the functionality of the Services, provided such data cannot be used to identify the Customer, its Authorised Users or any other person (Anonymous Data) for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data). Storypark will be the owner of all right, title and interest in and to the Aggregate Data and Anonymous Data.

9. Intellectual Property

9.1 The Customer and Storypark will each retain ownership of their respective Background Materials (including all Intellectual Property in them) and nothing in this Agreement will transfer any rights in or to their respective Background Materials.

9.2 As between Storypark and the Customer, the Customer owns, controls, and/or licenses the Content and all Intellectual Property rights in the Content. The Customer grants to Storypark a non-exclusive licence to access, use, disclose and store Content (including for certainty any Background materials therein) for the purposes of providing the Services and otherwise complying with its obligations under this Agreement and at law. The Customer warrants that any Content it (or any of its Authorised Users) post via the Application does not, and will not, infringe any other person’s privacy or Intellectual Property rights or any law and that it has the right to grant the licence to Storypark in this clause 9.2.

9.3 All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Storypark by the Customer or any of its Authorised Users (collectively, Feedback) shall be (and shall remain) owned by Storypark. Storypark will be free to use, without restriction and without attribution or compensation to the Customer or any other person, any ideas, concepts, know-how, suggestions, or techniques contained in any Feedback for any purpose whatsoever, including, without limitation, for incorporation into information provided as part of or in connection with the Services. Customer waives, and will cause all of its Authorised Users to waive, all moral and similar rights in and to all Feedback provided in favour of Storypark.

9.4 The Customer acknowledges that some of the material Storypark uses in its Services is licensed pursuant to a Creative Commons Licence (CCL Material) and Storypark makes the CCL Material available to the Customer and its Authorised Users on the terms of that Creative Commons Licence. In this regard:

1. details of the original author of the CCL Material and the relevant Creative Commons Licence will be identified and displayed by Storypark (and will generally be found on the Website and/or the metadata of (or documentation relating to) the relevant CCL Material);
2. CCL Material is not Storypark property and is credited to the original author. Storypark does not assert or imply any connection with sponsorship or endorsement by the original author of its use of the CCL Material and its inclusion in the Service in no way implies that Storypark has the right to sublicense it to the Customer or any other person; and
3. Storypark has not imposed any terms on the use by the Customer or any of its Authorised Users of the CCL Material (or placed any digital rights management technology on the CCL Material, any adaption of the CCL Material or the CCL Material as incorporated with other separate works) that alters or restricts the terms of the Creative Commons Licence, any rights granted under it or which have the effect or intent of restricting the ability to exercise any such rights.

9.5 The ‘Learning Sets’ feature (within the Application) allows Educators to share curriculum or other links to learning with a wider audience. These links reflect local learning theories and practice as determined by an Educator or Educators and the Customer shall ensure that they do not contain any Personal Data. Storypark may use public content (being Content that does not contain Personal Data) for educational research and to benefit the early childhood sector.

9.6 Other than as expressly provided for in this clause 9, Storypark or its licensors own all Intellectual Property in and associated with the Services, the Application and any other materials created by or on behalf of Storypark (including but not limited to images, photographs, animations, video, audio, text, data, software code, functionality, the interface, feedback and accompanying printed or marketing materials).

10. Confidentiality

10.1 Each party will maintain as confidential at all times, and will not at any time, directly or indirectly disclose or permit to be disclosed to any person other than an employee, contractor or advisor on a “need to know” basis, any Confidential Information except:

1. as required by law;
2. as is already or becomes public knowledge, otherwise than:
   1. as a result of a breach by the party disclosing; or
   2. through an unauthorised disclosure by a third party;
3. as authorised in writing by the other party; or
4. to the extent reasonably required in order to give effect to this Agreement.

11. Warranties

11.1 Except as expressly set out in this Agreement, no conditions, warranties or other terms apply to the Services or to anything else supplied under this Agreement. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any particular purpose will apply to anything supplied under this Agreement. Except as expressly set out in this Agreement, Storypark does not warrant that the Services will be uninterrupted or entirely error-free and the Customer acknowledges and agrees that internet transmissions cannot be guaranteed to be 100% secure in all aspects (including in relation to unauthorised use and disclosure of Personal Data) and it, therefore, uses the Services at its own risk.

11.2 Storypark will not be liable for breach of any warranties or other terms in this Agreement to the extent that the breach arises from or in connection with:

1. any breach of this Agreement by the Customer or any acts or omissions of the Customer or any of its Authorised Users;
2. use of the Application other than in accordance with normal operating procedures notified to the Customer by Storypark from time to time;
3. any Third-Party Software or hardware used by the Customer or Storypark in connection with the Services;
4. any modification of the Application, unless the modification was made by or on behalf of Storypark or with Storypark’s prior written consent; or
5. any unauthorised use of the Services by the Customer or any of its Authorised Users, or by any other personnel or representatives of the Customer or any Customer Organisation.

12. Liability and Indemnity

12.1 The Customer indemnifies Storypark against all claims, damages, costs (including legal fees on a full indemnity basis), losses, or liabilities that are suffered or incurred directly or indirectly by Storypark (or any of its related entities, personnel or representatives) arising from or in connection with:

1. the Customer or its Authorised Users access to or use of the Services or Customer Data, or Storypark’s use of the Customer Data in accordance with the terms of this Agreement;
2. any breach of this Agreement by the Customer, any negligent, wrongful or unlawful act or omission of the Customer or any of its Authorised Users, or any breach of the End User Terms by an Authorised User of the Customer;
3. violation of any creative commons licence or any Intellectual Property, privacy or other rights of a third party, by the Customer, its Authorised Users or any other person using the Customer Account (whether with or without the Customer’s permission), except to the extent such loss, liability, costs, claims or damages were caused by the negligence, wrongful or unlawful acts or omissions of Storypark or its personnel. To the extent it is able, Storypark shall use its reasonable endeavours to mitigate the loss, liability, costs or damage that it may claim from the Customer under this indemnity.

12.2 Nothing expressed or implied in this Agreement will confer any liability on either party (first party) in respect of any:

1. indirect, consequential or special loss, damage, cost or expense suffered or incurred by the other party as a direct or indirect result of a breach by the first party of any of its obligations under this Agreement;
2. any loss of profits, loss of anticipated savings, loss of revenue or loss of data (in each case whether such loss is direct or indirect); or
3. loss, damage, cost or expense suffered or incurred by the other party, to the extent to which this results from any breach of this Agreement, or any negligent or unlawful act or omission, by the other party.

12.3 Notwithstanding any contrary provision contained in this Agreement, the maximum liability of Storypark to the Customer (and its Authorised Users) under or in connection with this Agreement (whether in contract, tort or otherwise) shall in no event exceed an amount equal to the Fees received from the Customer by Storypark in the Initial Term.

13. Termination

13.1 Either party may terminate this Agreement for any reason on written notice to the other party before the end of the Term.

13.2 Storypark may terminate this Agreement or any one or more Services made available to the Customer (or any parts thereof) on notice to the Customer in the event that Storypark no longer holds (or will in the future lose) the necessary rights or licences needed to provide the Services (or any parts thereof).

14. Consquences of termination

14.1 Upon expiry or termination of this Agreement for any reason:

1. Storypark will deactivate the Customer Account and remove Customer Data from the Application;
2. the Customer and its Authorised Users must immediately cease using the Services;
3. the Customer must pay to Storypark all outstanding Fees payable up to the date of expiry or termination; and
4. both parties must immediately return or destroy (as requested) all material containing the other party’s Confidential Information or proprietary information, subject to a party’s right or requirement to retain copies of the other party’s Confidential Information to the extent:
   1. required for the purposes of compliance with law or internal corporate governance; or
   2. the Confidential Information is located in an archived back-up, provided the parties will continue to comply with clause 10 with respect to such Confidential Information following termination of this Agreement.

14.2 Fees relating to the unused portion of a Term may be refunded.

15. Dispute Resolution

15.1 A party may, at any time while there is a genuine dispute relating in any way to this Agreement (Dispute), give written notice (Dispute Notice) to the other party specifying the subject matter of the Dispute and requiring that an authorised senior representative of each party meet, within 10 Business Days after delivery of the Dispute Notice, to attempt to resolve the Dispute. The Representatives will make all reasonable attempts to resolve the Dispute at the Dispute resolution meeting.

15.2 If the Representatives fail to resolve the Dispute under clause 15.1 within 10 Business Days of the Dispute Notice, or if either party fails or refuses to attend the Dispute Resolution Meeting, the parties will immediately be deemed to have submitted the Dispute to mediation in the country in which the Storypark entity that you are contracting with is registered. In the event of any submission to mediation:

1. the mediator will not be acting as an expert or as an arbitrator;
2. the mediator will determine the procedure and timetable for the mediation; and
3. the parties will share equally the cost of the mediation.

15.3 Neither party may issue legal proceedings (except for urgent injunctive relief) unless it first complies with clauses 15.1 and 15.2.

16. General

16.1 Without limiting the foregoing, under no circumstances shall Storypark or its subsidiaries, affiliates, officers, employees or agents be held liable for any delay or failure in performance resulting directly or indirectly from any Force Majeure Event.

16.2 The Customer agrees that Storypark may use third party vendors, licensors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate the Applications and store and manage the Content.

16.3 The provisions of this Agreement shall not be varied, except by agreement in writing signed by the parties.

16.4 Notices under this Agreement may be delivered in person or by e-mail to the addresses specified in the Order Form.

16.5 The Customer will not assign its rights or obligations under this Agreement without the prior written consent of Storypark. Any change in control of the Customer will be deemed to be an assignment under this clause 16.5. Storypark may assign this Agreement without the prior consent of Customer, including without limitation as part of a bona fide reorganization or other corporate transaction.

16.6 Any term which by its nature is intended to survive expiry or termination of this Agreement will survive expiry or termination of this Agreement.

16.7 No waiver of any breach, or failure to enforce any provision, of this Agreement at any time by either party will in any way affect limit or waive that party's right to subsequently require strict compliance with this Agreement.

16.8 This Agreement records the entire understanding and agreement of the parties relating to the matters dealt with in this Agreement. This Agreement supersedes all previous understandings or agreements (whether written, oral or both) between the parties relating to these matters.

16.9 This Agreement is governed by the laws of the country in which the Storypark entity that you are contracting with is registered. The parties submit to the exclusive jurisdiction of the courts of the relevant country in respect of all matters relating to this Agreement.

16.10 Any Agreement to which these terms are referenced may be signed in any number of counterpart copies which, read together, will constitute one and the same document.

Supplementary Terms and Conditions: Storypark AI

Important: These Supplementary Terms and Conditions: Storypark AI (Supplementary Terms) set out the terms and conditions that apply to and govern the Customer’s use of the Storypark AI add-on product (the Storypark AI). If the Customer does not agree with these Supplementary Terms, the Customer must not purchase or use Storypark AI.

When the Customer enters into an Order Form for the provision of Storypark AI (whether by enabling Storypark AI via the Application or otherwise), these Supplementary Terms will govern the Customer’s use of Storypark AI in addition to, and supplementing, the Storypark Terms and Conditions: Customer Terms (Storypark Customer Terms) (and are deemed to be incorporated into and constitute part of the Storypark Customer Terms).  These Supplementary Terms, along with the Storypark Customer Terms and the Customer’s Order Form, shall together form the Customer’s Agreement for the purposes of Storypark AI.

In the event of any conflict or inconsistency between these Supplementary Terms and the Storypark Customer Terms, these Supplementary Terms shall prevail. Capitalised terms used but not defined in these Supplementary Terms shall have the meanings ascribed to them in Storypark Customer Terms.

By using Storypark AI, the Customer will comply with both the policies of Storypark’s AI Service Providers (as made available to the Customer at March 4 2025 and updated from time to time), including:

• OpenAI Usage Policies
• Anthropic Acceptable Use Policy

1. Overview

1.1 Storypark AI is offered as a paid add-on that uses artificial intelligence powered by large language models from third-party partners - OpenAI and Anthropic - to assist the Customer by generating insights, recommendations or content.

1.2 Storypark AI is included, and is deemed to constitute, part of the Services (and Application) made available to the Customer pursuant to, and as governed by, the Storypark Customer Terms.

1.3 For more information on how Storypark handles data and its commitment to developing AI responsibly, please refer to the Storypark AI Fact Sheet, which is not incorporated into the Agreement, but provided for the Customer’s general information purposes only.

2. Customer Data

2.1 Customer Data, as defined in the Storypark Customer Terms, shall be deemed to include any content or materials inputted, uploaded or submitted to Storypark AI. The Customer is responsible and liable for all such Customer Data.

2.2 By using Storypark AI, the Customer confirms that any Customer Data that the Customer posts or otherwise makes available to Storypark or to the Storypark AI will not infringe any other person’s privacy, Intellectual Property rights or any law. Storypark reserves the right to remove or limit Customer Data from or into the Storypark AI at its sole discretion without notice.

3. Output‍

3.1 The Customer retains any rights it has in the text, images or other content or responses generated by Storypark AI based on the Customer Data (Output), subject to these Supplementary Terms and Storypark Customer Terms.

3.2 Except as expressly set out in these Supplementary Terms or the Storypark Customer Terms, Storypark AI and the Output are provided on an “as-is” and “as available” basis and all terms, warranties, representations and conditions are expressly excluded and disclaimed by Storypark (whether express or implied, by law or otherwise) in respect of the Storypark AI and the Output, including that Storypark AI and the Output will be merchantable; will meet the Customer’s requirements; are fit or suitable for the Customer’s intended purpose or use; or will be uninterrupted, error-free, correct, accurate, complete, current or up-to-date. The Customer is responsible for any decisions made on the basis of the information derived from using Storypark AI and the Output. The Customer also agrees and acknowledges that the Output may not be accurate or unique, and that it should review and verify it before using or sharing it.

3.3 The Customer grants to Storypark a non-exclusive royalty free world-wide and irrevocable license permitting Storypark to copy, anonymize, aggregate and process the Output to derive anonymous statistical and usage data, and data about the functionality of the Storypark AI, provided such data cannot be used to identify the Customer, its Authorised Users or any other person (Output Anonymous Data) for the purposes of combining or incorporating such Output Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Output Aggregate Data). Storypark will be the owner of all right, title and interest in and to the Output Aggregate Data and Output Anonymous Data.

4. Intellectual Property and Storypark’s AI Service Providers‍

4.1 Storypark (and/or its third party suppliers) retains full ownership in Storypark AI, including (but not limited to) all algorithms, models and aggregated usage data incorporated into, forming part of or made available in connection with Storypark AI.

4.2 The Customer grants a non-exclusive, world-wide, sub-licensable (to Storypark’s third party suppliers, including the AI Service Providers) licence to Storypark in respect of all of the Customer Data and Output to access, use and disclose such Customer Data and Output as required to: (i) operate the Services (including Storypark AI) and develop and maintain Child Records; (ii) respond to comments and questions and to provide support to the Customer; (iii) understand how the Customer is using the Services (including Storypark AI) so that Storypark can improve the Services (including Storypark AI) and develop new products, services, features and functionality; (iv) where required or permitted by law or where Storypark believes it is necessary to protect Storypark’s legal rights or interests (including disclosures in connection with an acquisition, merger or sale of a business); and (v) otherwise as required to exercise Storypark’s rights and comply with Storypark’s obligations under these Supplementary Terms, the Storypark Customer Terms (including the Privacy Policy) and Storypark’s contracts with the AI Service Providers.

4.3 Some elements of Storypark AI are provided by third-party suppliers (AI Service Providers). By using Storypark AI, the Customer acknowledges and agrees that:

1. the AI Service Providers do not use Customer Data or Output to train or improve their large language models; and
2. the Customer will comply with both the policies of the AI Service Providers (as made available to the Customer at March 4th 2025 and updated from time to time), including:
   
   1. OpenAI Usage Policies
   2. Anthropic Usage Policy

4.4 Subject to the licences granted by the Customer in these Supplementary Terms and the Storypark Customer Terms, the Customer Data and/or Output is processed only for the duration of the associated AI query and response as part of the provision of the Storypark AI functionality and the Services. To help identify and prevent abuse, Customer Data and/or Output may be retained by Storypark’s partners for up to 30 days before being deleted, unless otherwise required by law.

5. Fair Use‍

5.1 Storypark AI is provided on a fair-use basis to ensure equitable access for all of Storypark’s customers. The Customer will not use Storypark AI in an excessive, automated or abusive manner that degrades performance or disrupts service for others. If the Customer’s usage exceeds reasonable limits, Storypark may, at its sole discretion, impose rate limits or suspend the Customer’s access to Storypark AI.

6. Order Form and Payment‍

6.1 By purchasing Storypark AI, the Customer confirms that it has read, understood and agrees to be bound by all applicable provisions of these Supplementary Terms, in addition to the Storypark Customer Terms, including all provisions relating to Fees and payment and as otherwise set out in the applicable Order Form.

7. General‍

7.1 These Supplementary Terms and the provision of Storypark AI will be governed by the same laws, limitation of liability and dispute resolution provisions as detailed in the Storypark Customer Terms.

Kinder M8 Pty Ltd Terms

Your access to and use of this site is subject to your acceptance of and compliance with the following Terms and Conditions. These Terms apply to all visitors, users and others who access or use this site.

There is a range of information on various products and services on Kinder M8 Pty Ltd’s website. While the purpose of this information is to inform, it is not intended as a solution to any precise problem or as the resolution of any specific situation. Kinder M8 Pty Ltd does not guarantee the accuracy, reliability, currency or completeness of any material contained on this website or on any linked site. Kinder M8 Pty Ltd also recommends that all users make their own independent inquiries to satisfy themselves about the accuracy, currency and relevance of the information to their own individual circumstances with respect to their use of the information provided in this site.

Our website may contain links to third party websites or services that are not owned or controlled by Kinder M8 Pty Ltd. Kinder M8 Pty Ltd holds no knowledge, no responsibility for and no control over the contents, privacy policies or practices of any third party websites or services. The intent of these links is to facilitate ease of use. Kinder M8 Pty Ltd shall not be responsible or liable, directly or indirectly for damages or loss caused by or as a result of reliance on any content, goods or services available through these links. Kinder M8 Pty Ltd advises users to read the Terms and Conditions and Privacy Policies of these third party websites and does not endorse or accept liability for the content or use of the information provided on these sites.

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