Terms and Conditions

Your rights to access and use the Products and Services are governed by this Agreement.

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 the Terms in this Agreement, AI Terms and any schedules or annexures to either of them.

Applicable Privacy Laws means the Australian 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 Group, including that available on and through the Supplier’s website, and unless the context requires otherwise includes all such applications Storypark Group provides and associates with this Agreement (including, without limitation the family version of its device application).

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time, together with any equivalent or corresponding consumer protection legislation of any State or Territory of Australia.

Authorised Users means each Customer Organisation and all persons authorised by the Customer or a Customer Organisation to access and use the Products and Services 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 Products and Services, 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 800 to 1700 on any day other than a Saturday, Sunday or public holiday in New South Wales, Australia.

CCMS Service means any childcare application and management service offered by Storypark Group 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 any Content relating to or depicting a Child.

Child Record means the record maintained within the Products and Services in relation to a Child, which may include Customer Data, including Child Content, and comprises an Organisation Child Record and, where applicable, a Family Child Record.

Content means any text, images, videos, audio recordings, documents, educational observations, messages or other user-generated materials forming part of the Customer Data.

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 account controlled by the Customer in relation to the applicable Product and Service.

Customer Data  means all data, records, information, Personal Data, Content and other materials uploaded to, stored in, processed by or generated through the Products and Services by or on behalf of the Customer or its Authorised Users.

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 the Child Record that is accessible to, controlled by or managed on behalf of a Child's Primary Account Holder and which may include Child Content contributed by the Primary Account Holder, Authorised Viewers or other authorised persons.

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 A New Tax System (Goods and Services Tax) Act 1999 (Cth).

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

Implementation Services means the implementation services (if any) to be performed by the Supplier, 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 the Supplier) specifying the Products and Services to be provided by Supplier for the Customer. The Order Form may be electronic, paper based, or made available through the Products and Services.

Organisation Child Record means the Child Record created, maintained or administered by a Customer or its Authorised Users for the purposes of providing education, care, administration or related services to a Child through the Products and Services.

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 Group 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 the Storypark Group privacy policy made available via the relevant product and services websites, as updated 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.

Products and/or Services means the products and/or services (as the case may be) identified in the Order Form and any related functionality, modules, integrations, support services or future enhancements made available by Storypark Group. These may include the Xap CRM (customer relationship management), CCSS childcare subsidy system), CCMS Service, Application and Implementation Services (if any).

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

Storypark Group means the entities comprising of Storypark Limited, its subsidiary Xap Technologies Pty Ltd (ACN 169 623 009), each of their related bodies corporate. and any successor entity notified to the Customer from time to time.

Supplier means Xap Technologies Pty Ltd.

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 end user terms, or similar terms and conditions applicable to the Products and Services, including the Storypark End User Terms at https://www.storypark.com/au/terms-and-conditions, the Xap end user terms at https://www.xap.net.au/xap-terms/, and/or any supplementary terms applicable to particular products, features or functionality, as updated from time to time.

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

Website means any website, web portal, online platform, landing page or web-based interface through which Storypark Group makes available, promotes, supports or provides the Products and Services, including any Storypark-branded, Xap-branded or other product-specific websites, domains or URLs used by Storypark Group or its related bodies corporate from time to time.

Xap CCRM means the childcare management software products, services and related functionality made available by Storypark Group from time to time, including, without limitation, CCSS (Child Care Subsidy System) functionality, CCMS Services, enrolment, attendance, billing, compliance, workforce management, family engagement and related childcare management functionality.

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 Supplier that you are contracting with is registered.

1.3

In the event of any inconsistency between:

1. the Order Form;

2. the terms of this Agreement;

3. any supplementary product terms (including Storypark AI Terms);

4. the End User Terms; and

5. the Privacy Policy,

the documents will prevail in the above order to the extent of the inconsistency, unless expressly stated otherwise.

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. The Supplier will provide the Customer with at least 30 days’ prior written notice before commencement of any Renewal Term and any associated fee changes.

3. Provision of Services

3.1

The Supplier grants to the Customer a limited, non-exclusive, non-transferable, and revocable licence to access and use the Product or Service (and to enable its Authorised Users to access and use the Product and Service in accordance with the relevant End User Terms) for the Term, strictly in accordance with this Agreement.

3.2

The Supplier will use commercially reasonable efforts to maintain the availability, integrity and security of the Services, subject to scheduled maintenance, emergency maintenance and Force Majeure Events beyond the Supplier’s reasonable control.

The Supplier 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 relevant Product and/or Service and its functionalities in accordance with this Agreement;

2. provide the Product and/or Services in accordance with good industry practices;

3. use reputable and reasonably up-to-date security technologies in providing the Product and/or 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 the Supplier to ensure that the Supplier can perform the Implementation Services.

3.3

The parties agree and acknowledge that Storypark Group will not be required to provide any hardware, peripherals, software other than the Products and Services 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 Products and Services, 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 Products and Services 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 is responsible for ensuring that its systems, devices, browsers, operating systems and software remain compatible with the Products and Services and any technical requirements notified by Storypark Group from time to time. Storypark Group may modify or discontinue support for any browser, device, operating system or software version at any time, provided that it uses reasonable efforts to notify Customers of any material changes affecting access to the Services.

4. Conditions of Use

4.1

The Customer must ensure that all Authorised Users maintain the confidentiality of account credentials and immediately notify the Supplier of any suspected unauthorised access, misuse, cyber incident or security breach affecting the Products, Services or Customer Data.

The Customer and its Authorised Users must not knowingly upload malware, interfere with platform security, reverse engineer the Products and Services, conduct penetration testing without the Supplier’s prior written consent, or use the Products and Services for unlawful or harmful purposes.

4.2

The Customer acknowledges and agrees that access to and use of the Products and Services by the Customer or any Authorised User is subject to the Storypark AI Terms, as updated by Storypark Group from time to time and made available at: Storypark AI Terms. The Customer must ensure that all Authorised Users review and comply with the Storypark AI Terms before accessing or using any Storypark Group’s AI related features. Any use of Storypark Group’s AI related features by the Customer or an Authorised User constitutes acceptance of the Storypark AI Terms.

4.3

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

1. provide information that is accurate, complete, current and not misleading, and promptly notify the Supplier of any material changes to such information;

2. use the Products and Services only for lawful purposes and in accordance with this Agreement, the Supplier’s relevant End User Terms, the Storypark AI Terms (where applicable), any documentation, policies and reasonable instructions notified by Storypark Group from time to time;

3. comply with all applicable laws, regulations, industry standards and regulatory requirements relevant to its use of the Services;

4. maintain the confidentiality and security of account credentials, authentication methods and access permissions, and immediately notify the Supplier of any suspected unauthorised access, misuse, cyber incident or security breach affecting the Products, Services or Customer Data;

5. implement and maintain appropriate administrative, physical and technical safeguards to protect the security of the Products, Services, Customer Data and any systems used to access the Products and Services;

6. ensure that only authorised persons access and use the Products and Services and remain responsible for all acts and omissions of Authorised Users as if they were acts or omissions of the Customer;

7. obtain and maintain all necessary hardware, software, systems, internet connectivity, licences, consents, approvals and permissions required to access and use the Products and Services;

8. ensure that all Customer Data uploaded to or processed through the Products and Services is accurate, lawful, current and that the Customer has all necessary rights, consents and authorisations to provide such Customer Data to Storypark Group;

9. not knowingly upload, transmit, store or distribute any malware, harmful code, unlawful content or material that infringes the rights of any person or may compromise the security, integrity or operation of the Products and Services;

10. not interfere with, disrupt, test, probe, circumvent or otherwise compromise the security, integrity, availability or functionality of the Products and Services or any systems or networks connected to the Products and Services;

11. not copy, modify, reverse engineer, decompile, disassemble, create derivative works from, commercially exploit or otherwise misuse the Products and Services except as expressly permitted by law or this Agreement;

12. promptly cooperate with Storypark Group and provide all information, access and assistance reasonably required by Storypark Group to provide, support, maintain, secure or improve the Products and Services; and

comply with any reasonable directions, policies, security requirements or usage guidelines issued by Storypark Group from time to time in connection with the Products and Services.

4.4

The Customer acknowledges that the Products and Services are not designed or intended for emergency, safeguarding, medical, legal, law enforcement or other mission-critical or safety-critical use, and the Customer must not rely on the Products and Services as a substitute for professional judgment or mandatory safeguarding obligations.

4.5

Storypark Group may, at any time, with or without notice and in its sole discretion, suspend, remove, disable, restrict or refuse access to any Content, Customer Account, Child Record or Educator Portfolio that Storypark Group considers, or reasonably suspects, to be unlawful, unsafe, harmful to children, inappropriate, defamatory, infringing, misleading, offensive, in breach of this Agreement, any applicable law, regulatory requirement or third-party rights, or otherwise capable of exposing Storypark Group to legal, reputational, operational or security risk, and Storypark Group will have no liability arising from any such action.

4.6

To the extent the relevant Products and Services include Child Records, it is acknowledged and agreed by the Customer that:

1. An Organisation Child Record can exist for each Child, and Storypark Group 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 Products and 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 Products and Services. 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 Group (for administrative purposes).

5. Storypark Group shall only store Content in Organisation Child Records that is reasonably required to fulfil the purposes set out in this clause 4.6.

4.7

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 Products and Services or any Content, and shall indemnify Storypark Group for any loss, liability, cost, claim or damage suffered or incurred Storypark Group as a consequence of its failure to ensure such matters.

5. Fees

5.1

The Supplier may issue invoices and collect payments. The Customer must pay the Fees for the Products and Services.

5.2

Storypark Group may, from time to time, develop, introduce, modify or make available additional modules, features, functionality, products or services as part of, or in connection with, the Products and Services. The Customer acknowledges that Storypark Group is under no obligation to develop or provide any such features, functionality, products or services. Access to or use of any additional features, functionality, products or services may be subject to additional fees, charges or terms as notified by Storypark Group from time to time. 5.3

The Supplier 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

The Supplier 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 the Supplier from time to time.

6.2

Without limiting any other rights that the Supplier 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 Products and Services

7.1

The Customer acknowledges and agrees that:

1. the Products and Services may evolve and change over time and that some parts of the Products and Services are dependent on the provision of software or services by third parties. Storypark Group reserves the right at any time to modify, adapt, suspend or discontinue, whether temporarily or permanently, the Products or Services (or any part of it) or otherwise replace the Products or Services (or any part of it) with a similar product or service of a similar quality and function as the corresponding Product or Service. Storypark Group will make reasonable efforts to ensure significant changes to the Products or Services are released to the Customer, to the extent practicable, with appropriate notice.

2. Although Storypark Group will take reasonable steps to ensure that the Products and Services function as intended, access to the Products and Services may be disrupted as a result of a malfunction, updating, maintenance or repair of the relevant Products and Services or associated systems, by the actions of a third party licensor or service provider, or for any other reason within or outside Storypark Group’s control. Storypark Group will use reasonable endeavours to promptly address (during normal Business Hours) technical issues that arise in relation to the Products and Services.

3. The Customer acknowledges and agrees that the Products and Services may rely upon third-party hosting providers, cloud infrastructure providers, AI providers, telecommunications providers and other subcontractors, and Storypark Group is not responsible for the availability, acts, omissions, security practices or failures of such third parties.

4. Storypark Group may otherwise undertake scheduled or emergency maintenance from time to time and will use reasonable endeavours to provide advance notice of material planned outages where practicable.

7.2

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

1. any replacement, modification, adaptation, suspension or discontinuance of any Product or Service (or any part of it);

2. any partial or total breakdown of, or inability to use, the Products and Services or for any errors or defects in the Products and Services arising from software or services provided by third party licensors or service providers; or

3. any scheduled or emergency maintenance of the Products and Services.

7.3

Although Storypark Group may maintain backup, redundancy or disaster recovery systems, the Customer remains solely responsible for maintaining independent backups of any Customer Data it considers important or business critical.

8. Privacy and Data

8.1

For the purposes of Applicable Privacy Laws, the parties acknowledge that Customer Data may include Personal Data and Sensitive Data relating to Children, including photographs, videos, developmental records, behavioural observations and educational information.

The Customer grants to Storypark Group (or to any third party Storypark Group 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 Group 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 Group 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

Storypark Group will implement commercially reasonable technical and organisational safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data.

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

While Storypark Group will implement commercially reasonable technical and organisational measures designed to protect Customer Data, the Customer acknowledges that no system, service, software, network or method of electronic storage or transmission is completely secure, error-free or immune from unauthorised access, cyberattack, corruption, interference, malware, interception or data loss, and Storypark Group does not warrant or guarantee that the Products and Services will be secure, uninterrupted or free from vulnerabilities or harmful components.

8.4

The Customer warrants that it has obtained all necessary parental, guardian and other legally required consents and authorisations for the collection, use, disclosure, upload and processing of Customer Data that the Customer provided through the Services.

The Customer warrants that it has obtained (or shall obtain) all consents and issued all notices necessary under Applicable Privacy Laws, for Storypark Group to process Personal Data through the Products 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

Where Australian privacy laws apply, the parties will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and the Notifiable Data Breaches scheme.

Storypark Group will notify the Customer without undue delay after becoming aware of an eligible data breach affecting Customer Data where notification is required under applicable law.

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 Products 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 Products and Services where express consent has been obtained from the corresponding Primary Account Holder;

3. notify Storypark Group 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 Products and Services. 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 Products and 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 Products and Services, and taking any appropriate steps to securely encrypt or backup any Personal Data uploaded to or transferred within the Products 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 Group without undue delay and shall provide timely information relating to the security incident as it becomes known or as is reasonably requested by Storypark Group; and

7. review the information made available by Storypark Group relating to data security and make an independent determination as to whether the data security meets the Customer’s (and, if applicable, its Customer Organisations) requirements and legal obligations under Applicable Privacy Laws.

The Customer must promptly cooperate with Storypark Group in investigating any suspected security incident, misuse, unlawful activity or breach relating to the Products and Services and must provide all information and assistance reasonably requested by Storypark Group.

8.6

Storypark Group may, but shall not be required to, offer through the functionality of the Products and Services 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 Products and 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 grants to Storypark Group a non-exclusive royalty free world-wide and irrevocable license permitting Storypark Group to copy, anonymize, aggregate and process the Customer Data to derive anonymous statistical and usage data, and data about the functionality of the Products and 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 Group will be the owner of all right, title and interest in and to the Aggregate Data and Anonymous Data.

8.8

The Customer acknowledges that Storypark Group may monitor, review, access, log, analyse and retain metadata, usage data, system activity, support interactions and technical information relating to use of the Products and Services for security, operational, support, diagnostic, compliance, analytics, service improvement and lawful business purposes.

8.9

The Customer acknowledges and agrees that the Supplier may disclose, transfer and otherwise make Customer Data available within Storypark Group where reasonably necessary for the purposes of:

(a) providing, operating, maintaining and improving the Products and Services;

(b) providing technical support, customer support and platform administration services;

(c) monitoring, maintaining and enhancing the security, integrity and performance of the Products and Services;

(d) billing, invoicing, payment processing, account management and related administrative functions;

(e) developing, testing, enhancing and improving products, services, features and functionality; and

(f) complying with legal, regulatory and operational requirements applicable to the Storypark Group.

9. Intellectual Property

9.1

The Customer and Storypark Group 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 Group and the Customer, the Customer retains ownership of all Customer Data, Content and any Intellectual Property rights subsisting in Customer Data and Content. Nothing in this Agreement transfers ownership of Customer Data or Content to Storypark Group.

The Customer grants Storypark Group a non-exclusive, worldwide, royalty-free licence to access, use, host, process, store, reproduce, disclose and otherwise deal with Customer Data and Content to the extent reasonably necessary to:

(a) provide, maintain, support and improve the Products and Services;

(b) perform Storypark Group's obligations and exercise its rights under this Agreement;

(c) comply with legal and regulatory obligations;

(d) provide customer support and technical assistance; and

(e) exercise any rights expressly granted under this Agreement.

The Customer warrants that it has obtained all necessary rights, licences, consents and permissions required to grant the licence set out in this clause.

9.2A

The Customer must not upload, submit, publish or otherwise make available any Customer Data or Content through the Products and Services unless it has all necessary rights, permissions, licences, consents and authorities to do so.

9.2B

The Customer grants Storypark Group permission to use the Customer's name, business name, logos and trade marks for the purpose of identifying the Customer as a customer of Storypark Group in marketing materials, customer lists, case studies, presentations and promotional materials, unless the Customer notifies Storypark Group otherwise in writing.

9.3

All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Storypark Group by the Customer or any of its Authorised Users (collectively, Feedback) shall be (and shall remain) owned by Storypark Group. Storypark Group 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 Products or 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 Group.

9.4

The Customer acknowledges that some of the material Storypark Group uses in its Products and Services is licensed pursuant to a Creative Commons Licence (CCL Material) and Storypark Group 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 Group (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 Group property and is credited to the original author. Storypark Group 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 Products and Services in no way implies that Storypark Group has the right to sublicense it to the Customer or any other person; and

3. Storypark Group 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

Where the Products and Services include functionality that allows users to share any educational content, curriculum resources, templates, workflows, guidance materials or similar content, the Customer must ensure that such content does not contain Personal Data unless expressly permitted by the Products and Services. Storypark Group may use public or non-personal content made available through the Products and Services for educational research, analytics, product development and to benefit the education and childcare sectors.

9.6

Except for Customer Data and Content owned by the Customer, Storypark Group and its licensors retain all right, title and interest, including all Intellectual Property rights, in and to the Products and Services, including the Application, Storypark Assist, Storypark AI, all documentation, software, source code, object code, interfaces, workflows, processes, methodologies, designs, templates, reports, analytics and related materials, and any modifications, enhancements, updates or derivative works of the foregoing.

No rights are granted to the Customer except as expressly set out in this Agreement.

9.7

Storypark Group may generate, collect and use de-identified, anonymised, aggregated, statistical, behavioural and operational information derived from Customer Data and use of the Products and Services for analytics, benchmarking, security, service improvement, product development and business operations, provided that such information does not reasonably identify any individual or Customer. Storypark Group owns all right, title and interest in such de-identified and aggregated information.

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

Nothing in this Agreement excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded under the Australian Consumer Law or other applicable consumer protection legislation.

Except as expressly set out in this Agreement, no conditions, warranties or other terms apply to the Products and 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 Group does not warrant that the Products and 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 Products and Services at its own risk.

11.2

Storypark Group 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 Products and Services other than in accordance with normal operating procedures notified to the Customer by Storypark Group from time to time;

3. any Third-Party Software or hardware used by the Customer or Storypark Group in connection with the Products and Services;

4. any modification of the Products and Services, unless the modification was made by or on behalf of Storypark Group or with Storypark Group’s prior written consent; or

5. any unauthorised use of the Products and 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

Each party (Indemnifying Party) indemnifies and must keep indemnified the other party, its related bodies corporate, officers, employees, contractors, agents and representatives (Indemnified Parties) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, penalties, fines, costs and expenses (including legal costs on a full indemnity basis), whether direct, indirect, consequential or otherwise, suffered or incurred by any Indemnified Party arising directly from:

(a) any material breach of this Agreement, the relevant End User Terms or any applicable law by the Indemnifying Party, its personnel, contractors, agents or authorised users, including any negligent, reckless, fraudulent, unlawful or wilful act or omission;

(b) any determination by a court of competent jurisdiction that any data, content, materials, software, technology or other information supplied by the Indemnifying Party infringes, misappropriates or otherwise violates any Intellectual Property rights, privacy rights, confidentiality obligations, moral rights, contractual rights or other rights of any third party;

(c) any failure by the Indemnifying Party to obtain or maintain any consent, approval, authority, licence or permission required for its performance of this Agreement or its collection, use, disclosure or processing of personal information or other regulated data;

(d) any security incident, unauthorised access, data breach, malware, harmful code, unlawful material or misuse caused by the Indemnifying Party, its systems, personnel, contractors, agents or authorised users; and

(e) any claim, complaint, regulatory investigation or enforcement action arising from the acts, omissions, systems, data, materials or conduct of the Indemnifying Party or its personnel, contractors, agents or authorised users.

Without limiting the foregoing, the Customer additionally indemnifies Storypark Group and its Indemnified Parties against any and all claims, liabilities, losses, damages, costs and expenses arising out of or in connection with:

(i) Customer Data, Content or the Customer’s use of the Products and Services;

(ii) any failure to obtain or maintain necessary consents relating to Personal Data or information relating to Children;

(iii) the acts or omissions of Authorised Users or any person accessing the Products and Services through the Customer Account; and

(iv) Storypark Group’s use, processing, hosting, storage or disclosure of Customer Data in accordance with this Agreement.

The Indemnified Parties are required to mitigate any loss before enforcing 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.

Storypark Group will not be liable for any unauthorised access to, alteration of, disclosure of, destruction of, corruption of or loss of Customer Data caused by:

1. third-party acts or omissions;

2. customer systems, devices or credentials;

3. internet, telecommunications or cloud infrastructure failures;

4. malicious code, ransomware, denial of service attacks or other cyber incidents;

5. force majeure events; or

6. the Customer’s failure to comply with this Agreement or reasonable security practices.

12.3

Notwithstanding any contrary provision contained in this Agreement, the maximum liability of Storypark Group to the Customer (and its Authorised Users) under or in connection with this Agreement (whether in contract, tort or otherwise) must in no event exceed in the aggregate, an amount equal to the fees paid or payable by the Customer for the Products and Services during the 12 month period immediately preceding the event giving rise to the relevant claim.

The exclusions and limitations of liability in this Agreement apply regardless of the cause of action and notwithstanding any failure of essential purpose, including in relation to data loss, cyber incidents, privacy breaches, outages, AI-generated outputs, security incidents or third-party service provider failures.

13. Termination

13.1

Either party may terminate this Agreement immediately by written notice if the other party commits a material breach that is incapable of remedy or fails to remedy a material breach within 14 days after receiving written notice requiring it to do so.

Either party may terminate this Agreement for any reason on written notice to the other party within 30 days before the end of the Term.

13.2

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

14. CONSEQUENCES OF TERMINATION

14.1

Upon expiry or termination of this Agreement for any reason:

1. Storypark Group will deactivate the Customer Account and remove Customer Data from the Products and Services;

2. the Customer and its Authorised Users must immediately cease using the Products and Services;

3. the Customer must pay to Supplier 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.

Storypark Group may, on Customer’s request, provide the Customer with a reasonable opportunity to export Customer Data prior to deletion.

Notwithstanding any deletion request, Storypark Group may retain archival, backup, log, audit, compliance and disaster recovery copies of Customer Data for legal, regulatory, security, fraud prevention, evidentiary or operational continuity purposes.

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 New South Wales, Australia. 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 Group 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 Group may use third party vendors, licensors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Products and Services, 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 the Supplier. Any change in control of the Customer will be deemed to be an assignment under this clause 16.5. The Supplier may assign or transfer this Agreement within Storypark Group or a third party as part of a corporate restructure, merger, acquisition or business reorganisation, upon notice to the Customer.

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 New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia 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 Assist

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

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

In the event of any conflict or inconsistency between these Supplementary Terms and the Agreement (excluding the policies of Storypark's AI Service Providers), these Supplementary Terms will prevail to the extent of the conflict or inconsistency. Capitalised terms used but not defined in these Supplementary Terms shall have the meanings ascribed to them in the Agreement.

By using Storypark Assist, the Customer will comply with the policies of Storypark's AI third party Service Providers (as made available to the Customer and updated from time to time).

1. Overview

1.1 Storypark Assist is offered as a paid add-on that uses artificial intelligence powered by third-party AI and technology partners — including OpenAI, Anthropic, Tiptap and PromptLayer — to assist the Customer by generating insights, recommendations or content.

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

1.3 For more information on how Storypark handles data and its commitment to developing AI responsibly, please refer to the Storypark Assist 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 Agreement, shall be deemed to include any content or materials inputted, uploaded or submitted to Storypark Assist. The Customer is responsible and liable for all such Customer Data.

By using Storypark Assist, the Customer confirms that any Customer Data that the Customer posts or otherwise makes available to Storypark Group or to the Storypark Assist will not infringe any other person's privacy, Intellectual Property rights or any law. Storypark Group reserves the right to remove or limit Customer Data from or into the Storypark Assist 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 Assist based on the Customer Data (Output), subject to these Supplementary Terms and the Agreement.

3.2 Except as expressly set out in these Supplementary Terms or the the Agreement, Storypark Assist 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 Group (whether express or implied, by law or otherwise) in respect of the Storypark Assist and the Output, including that Storypark Assist 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 Assist 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 Storypark Group will use commercially reasonable efforts to maintain the availability, integrity and security of the Products and Services, subject to scheduled maintenance, emergency maintenance and Force Majeure events beyond Storypark Group’s reasonable control.

3.4 Storypark Group may undertake scheduled or emergency maintenance from time to time and will use reasonable endeavours to provide advance notice of material planned outages where practicable.

3.5 The Customer grants to Storypark Group a non-exclusive royalty free world-wide and irrevocable license permitting Storypark Group to copy, anonymize, aggregate and process the Output to derive anonymous statistical and usage data, and data about the functionality of the Storypark Assist, 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 Group 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 Group (and/or its third party suppliers) retains full ownership in Storypark Assist, including (but not limited to) all algorithms, models and aggregated usage data incorporated into, forming part of or made available in connection with Storypark Assist.

4.2 The Customer must ensure that all Authorised Users maintain the confidentiality of account credentials and immediately notify Storypark Group of any suspected unauthorised access, misuse, cyber incident or security breach affecting the Products, Services or Customer Data.

4.3 The Customer and its Authorised Users must not knowingly upload malware, interfere with platform security, reverse engineer the Products and Services, conduct penetration testing without Storypark Group’s prior written consent, or use the Products and Services for unlawful or harmful purposes.

4.4 The Customer grants a non-exclusive, world-wide, sub-licensable (to Storypark Group's third party suppliers, including the AI Service Providers) licence to Storypark Group 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 Products and Services (including Storypark Assist) 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 Products and Services (including Storypark Assist) so that Storypark Group can improve the Products and Services (including Storypark Assist) and develop new products, services, features and functionality; (iv) where required or permitted by law or where Storypark Group believes it is necessary to protect Storypark Group'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 Group's rights and comply with Storypark Group's obligations under these Supplementary Terms, the Agreement (including the Privacy Policy) and Storypark Group's contracts with the AI Service Providers.

4.5 Storypark Group may suspend, remove or restrict access to Content that it reasonably considers unlawful, unsafe, harmful to children, infringing, defamatory, inappropriate or otherwise in breach of the Agreement, these Supplementary Terms or applicable law.

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

1. the AI Service Providers do not use Customer Data or Output to train or improve their models; and

2. the Customer will comply with the policies of the third party AI Service Providers (as made available to the Customer and updated from time to time).

4.7 Subject to the licences granted by the Customer in these Supplementary Terms and the Agreement, 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 Assist functionality and the Products and Services. To help identify and prevent abuse, Customer Data and/or Output may be retained by Storypark Group's partners for up to 30 days before being deleted, unless otherwise required by law.

5. Fair Use

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

6. Order Form and Payment

6.1 By purchasing Storypark Assist, 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 Agreement, 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 Assist will be governed by the same laws, limitation of liability and dispute resolution provisions as detailed in the Agreement.

Storypark AI Terms

These Storypark AI Terms (Terms) supplement the Agreement (including the Customer Terms and End User Terms) between you and Storypark Group and apply whenever you access or use Storypark AI. By accessing or using Storypark AI, you agree to be bound by these Terms. For more information on how Storypark Group handles data and develops artificial intelligence responsibly, please refer to the Storypark AI Fact Sheet.

You acknowledge and agree that these Terms apply to all artificial intelligence, machine learning, generative AI, language model and AI-assisted functionality made available by Storypark Group through the Products and Services from time to time, whether provided as a standalone product, optional add-on, integrated feature or embedded functionality. Storypark Group may incorporate such functionality into existing or future features of the Products and Services, and it may not always be separately branded, marketed or identified as a standalone AI product. These Terms apply to all Storypark AI functionality made available through the Products and Services, whether or not you separately subscribe to, activate, purchase or otherwise elect to use a specific AI-enabled feature.

‘Storypark AI’ means any artificial intelligence, machine learning, generative AI, large language model, natural language processing, recommendation, automation, predictive, assistive or AI-enabled functionality made available by Storypark Group through the Products and Services from time to time, whether provided as a standalone product, optional feature, add-on service, embedded functionality, background process or integrated component of the Products and Services, and includes functionality powered by Storypark or its third-party technology providers from time to time.

Data Usage

Storypark AI processes user-generated content to generate recommendations, insights, summaries and other Outputs.

Storypark Group does not use Customer Data, Personal Information or information relating to persons authorised to use Storypark AI under the Customer Terms or End User Terms to train, retrain or improve its underlying artificial intelligence models.

Storypark may generate, collect, analyse and use de-identified, anonymised and aggregated information derived from Customer Data, Personal Information, information relating to Children and the use of Storypark AI, including statistical, behavioural, operational and usage information, for analytics, benchmarking, security, quality assurance, service improvement, product development and internal administration, service management, operational support, compliance, security and business administration purposes , provided that such information does not reasonably identify any individual, user or Child.

Input and Output

Users provide Input for processing by Storypark AI, which returns the Output. Input and Output are treated as Customer Data under the Agreement. You are responsible for ensuring that your Input and use of Output:

• Comply with all applicable laws and regulations; and
• Do not infringe on the rights of any third party.

Because ML generates responses based on patterns, the Output may not be unique, and similar or identical responses may appear in other contexts.

Users acknowledge and agree that Storypark AI is an assistive tool only and that any Outputs should be independently reviewed and verified before being relied upon, communicated or published.

Storypark Group does not warrant that any Output will be accurate, complete, current, reliable, suitable or fit for any particular purpose.

Use Restrictions

You must not use Storypark AI:

• to create, train or improve competing artificial intelligence models, language models or similar technologies to generate spam;
• in ways that violate any relevant terms and conditions, documentation, guidelines, or policies; to generate unlawful, harmful, misleading, abusive, discriminatory or defamatory content;
• in any manner that may compromise the security, integrity or operation of Storypark AI or the Products and Services; or
• in breach of any applicable law, regulation, policy or acceptable use requirement.

Control and oversight

Storypark AI is intended solely as an assistive tool and must not be relied upon as a substitute for professional judgment, educator oversight, safeguarding obligations or independent legal, medical, educational or professional advice. All Outputs remain subject to user review and verification, and users retain full responsibility and control over whether to publish, edit, rely upon or discard any AI-generated content.

Providing Feedback

Storypark Group may invite users to provide feedback regarding Storypark AI from time to time. Any feedback, suggestions, enhancement requests, recommendations or ideas provided by users may be used by Storypark Group to improve its Products and Services.

To the extent permitted by law, users grant Storypark a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, reproduce and otherwise exploit such feedback for product development, operational and commercial purposes.

Any published feedback will be anonymised unless the relevant user expressly consents to being identified.

Confidential Information

You must (and must ensure that your Authorised Users) keep confidential any Confidential Information at all times. This obligation survives termination of access to Storypark AI and continues for so long as the relevant information remains confidential.

Warranty Disclaimer

Storypark AI is provided on an ‘as is’ and ‘as available’ basis and, to the maximum extent permitted by law, Storypark Group excludes all warranties, representations and guarantees regarding Storypark AI, including any warranties relating to accuracy, completeness, reliability, availability, fitness for purpose or non-infringement. Use of Storypark AI is at your own risk, and any Output should be independently fact-checked, as it may contain inaccuracies.

Nothing in these Terms excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded under the Australian Consumer Law or other applicable law.

Modifications to functionalities

Storypark Group may, from time to time, modify, enhance, suspend, restrict, discontinue or remove Storypark AI or any AI functionality forming part of the Products and Services, including introducing new features, functionality or service offerings. Where Storypark Group reasonably considers that such changes materially affect the functionality of Storypark AI, Storypark Group will use reasonable efforts to provide prior notice to you in accordance with these Terms, as applicable.

Storypark Group may immediately suspend or terminate access to Storypark AI where it reasonably believes that a user has breached these Terms, applicable law, acceptable use requirements or security obligations, or where such access may expose Storypark Group, the Products and Services or other users to legal, reputational, operational or security risk.

Upon any suspension or termination, Storypark Group may immediately disable or restrict access to Storypark AI and any related functionality without liability, to the maximum extent permitted by law.

Availability of Products and Services

You acknowledge and agree that performance issues, interruptions, downtime, delays or failures relating to third-party AI providers, cloud infrastructure providers or telecommunications providers are outside Storypark's reasonable control and are not covered by any service level commitments unless expressly stated otherwise.

Third-Party Provider Policies

By using Storypark AI, you agree to comply with both Storypark’s policies and the policies of our third-party AI partners from time to time.

Updates to Terms

Storypark Group may update these Terms from time to time. Storypark Group may make non-material changes with immediate effect by publishing the updated Terms. Storypark Group will provide at least 14 days' prior notice of any changes of Terms that Storypark Group reasonably considers to be material. Continued use of the Products and Services after the applicable effective date constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer's sole remedy is to terminate the Agreement by written notice in accordance with the Customer Terms. This remedy does not apply where the relevant change is reasonably necessary to: (a) comply with applicable law or a regulatory requirement; (b) address a security vulnerability or protect the security or integrity of the Products and Services; or (c) comply with requirements imposed by Storypark Group's third-party technology providers that are necessary for the continued provision of Storypark AI.

Glossary

• Machine Learning (ML): A subset of AI where models learn from data patterns to improve their performance on tasks without explicit programming.
• Input means any data, content, information, prompts or other materials submitted by or on behalf of a user to Storypark AI for processing through the Products and Services.
• Output means any text, images, recommendations, insights, summaries, translations, suggestions, analyses or other content generated by Storypark AI in response to that Input. Confidential Information: means any proprietary, technical, commercial or business information relating to Storypark AI that is not publicly available and which Storypark Group identifies as confidential or would reasonably be regarded as confidential.