SAAS AGREEMENT

This SaaS Agreement is made between Sorone Limited (NZBN 9429052981753) and the educational institution identified in the Key Details (School). It governs the School's subscription to the Sorone platform and the use of the platform by the School's authorised teachers, staff and administrators.

KEY DETAILS

https://www.privacy.org.nz/your-rights/making-a-complaint-to-the-privacy-commissioner/

AGREED TERMS

ACCEPTANCE AND STRUCTURE

1. How this agreement is formed

   This agreement is formed when the School accepts these terms electronically through the admin panel, or pays an invoice for the Subscription. Once formed, this agreement, together with the Key Details, any order form, the Privacy Policy and the EULA at Schedule 1, sets out the entire arrangement between us in relation to the Platform.

2. Relationship with the EULA

   Each Authorised User must accept the End User Licence Agreement at Schedule 1 (EULA) before accessing the Platform. The EULA governs each Authorised User's individual use of the Platform. This agreement governs the contractual relationship between us and the School. If there is any inconsistency between this agreement and the EULA, this agreement prevails as between us and the School.

3. Order of precedence

   To the extent of any inconsistency, the documents forming this agreement apply in the following order:

   1. the Key Details;

   2. the clauses of this agreement;

   3. the EULA; and

   4. the Privacy Policy.

ELIGIBILITY AND AUTHORISED USERS

1. School warranties

   The School warrants that it is a registered educational institution (or operates such an institution) and that the individual accepting this agreement on its behalf has authority to bind the School.

2. Authorised school Users

   The School may invite teachers, staff and administrators to access the Platform as Authorised Users up to the number of seats specified in the Key Details. The School must ensure that each Authorised User:

   1. is at least 18 years old;

   2. is employed as a teacher, educational professional or employed in a similar capacity by the School;

   3. has an institutional email which can be provided to the Provider for creation of an Account;

   4. accepts and complies with the EULA and any acceptable use rules we publish from time to time; and

   5. keeps their login credentials secure.

3. Responsibility for Authorised school Users

   1. The School is responsible for the acts and omissions of its Authorised Users in connection with the Platform as if those acts and omissions were its own. This includes any unauthorised access to the Platform through an Authorised User's Account.

   2. The School agrees to hold harmless and indemnify the Provider where a claim, loss or damage has been caused in connection with this clause.

SUBSCRIPTION TERM AND RENEWAL

1. Term

   This agreement starts on the Commencement Date and continues for the Subscription Term, unless terminated earlier in accordance with this agreement.

2. Auto-renewal

   At the end of each Subscription Term, this agreement will automatically renew for further 12-month terms at the then-current fees, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. We will use reasonable efforts to send a renewal reminder by email to the School Contact before each renewal.

3. subscription and authorised user changes

   1. (Enhancements and Customisations) The Provider may from time to time in its absolute discretion install enhancements to the Platform, where enhancements mean any upgraded, improved, modified or new versions of the Platform (including any customisations made at the School’s request).

   2. (Additional users under the Subscription) If additional users are required to the Number of Authorised Users set out in the Key Details, the following process will apply:

      1. the School must notify the Provider of the number of additional users required; and

      2. the Provider will invoice the School the Additional Authorised User Fee for each additional user for the then current month/year and the remaining months of that year.

   3. (Upgrades and downgrades of Subscription Tier): The School may upgrade its Subscription Tier, with the change taking effect from the next billing cycle and fees adjusted on a pro rata basis. Downgrades take effect at the start of the next Subscription Term.

THE PLATFORM

1. Scope of the Platform

   1. The Platform is a voice-first photo organisation Platform that allows Authorised Users to capture photos and voice notes through the app, store them securely in the cloud, and have them automatically sorted into user-defined folders.

   2. Authorised Users may access photos and folders through the Platform in general, or Google Drive or OneDrive in the School and Authorised User’s dedicated folder.

2. Schools admin panel

   The School will be provided with access to an admin panel through which nominated administrators may:

   1. view registered teachers and other Authorised Users associated with the School;

   2. view the last usage date for each Authorised User;

   3. view the number of folders created by each Authorised User; and

   4. view the School's plan, seat usage, billing status and other administrative information we make available from time to time.

3. Downloads to devices

   1. Authorised Users may download folders and content from the Platform to:

      1. institution-owned computers, laptops, phones or tablets, subject to the School's IT and data policies; or

      2. approved cloud storage destinations (such as Google Drive or OneDrive).

   2. Once content is downloaded from the Platform, the Authorised User and the School are responsible for the security and handling of that content, including compliance with any applicable child protection and privacy obligations.

4. Changes to the Platform

   We may add, modify, suspend or remove features of the Platform from time to time, including to improve the Platform, comply with law, or address security or operational issues. If we permanently remove a material feature that the School is actively relying on, the School may, as its sole remedy, terminate this agreement on 30 days' notice and receive a pro rata refund of any prepaid Fees for the unused portion of the then-current Subscription Term.

ACCOUNTS AND ACCESS

1. Account creation

   To use the Platform, the School must establish an institutional account through the admin panel and Authorised Users must register individual accounts. The School must ensure account information is accurate and kept up to date.

2. Account security

   The School must, and must ensure each Authorised User must:

   1. keep login credentials confidential;

   2. not share accounts;

   3. notify us promptly if it becomes aware of any unauthorised access or security incident; and

   4. comply with any multi-factor authentication or other security controls we reasonably require.

3. Suspension

   We may suspend an Authorised User's access, or the School's access to the Platform, where we reasonably believe that:

   1. there is a material breach of this agreement or the EULA;

   2. there is a security or privacy risk that requires immediate action; or

   3. suspension is required by law. We will use reasonable efforts to notify the School promptly of any suspension and to limit it to what is reasonably necessary.

ACCESS LICENCE

1. Grant

   Subject to payment of the Fees and compliance with this agreement, we grant the School and its Authorised Users a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Platform for the School's internal educational and administrative purposes.

2. Restrictions

   The School must not, and must ensure its Authorised Users do not:

   1. copy, modify, reverse engineer, decompile or create derivative works of the Platform, except to the extent permitted by law;

   2. resell, sublicense, rent or otherwise commercialise the Platform;

   3. use the Platform to build a competing product or service;

   4. circumvent any security or access controls; or

   5. use the Platform other than as permitted by this agreement and the EULA.

SUPPORT SERVICES

1. Standard support

   We will provide email-based support to the School Contact and nominated administrators during Business Hours. We will use reasonable efforts to acknowledge support requests within 72 hours.

2. Bug fixes and updates

   We will use reasonable efforts to address material bugs and defects in the Platform within a reasonable period of becoming aware of them, having regard to severity. From time to time, we may release updates, patches and new versions of the Platform. The School and its Authorised Users must promptly install updates where required for ongoing access.

3. Service availability

   We will use reasonable efforts to make the Platform available 24 hours per day, 7 days per week, except for:

   1. scheduled maintenance;

   2. emergency maintenance;

   3. outages caused by third party services or events outside our reasonable control; or

   4. any suspension permitted under this agreement.

DATA HOSTING AND SECURITY

1. Hosting

   School Data uploaded to the Platform is hosted using reputable cloud infrastructure providers (including Supabase). We will use reasonable industry-standard technical and organisational measures (including encryption in transit and at rest) to protect School Data against unauthorised access, loss or disclosure.

2. Sub-processors

   The School acknowledges and consents to our use of sub-processors to provide the Platform. We remain responsible to the School for the acts and omissions of our sub-processors in providing services to us.

3. Data retention on termination

   On termination or expiry of this agreement, we will retain School Data for 60 days during which the School may request a reasonable export. After that period, we will securely delete School Data from our active systems, subject to backups being overwritten in the ordinary course and any retention required by law.

PRIVACY, SENSITIVE INFORMATION AND BIOMETRIC DATA

1. privacy policy

   1. We collect personal information about you and others in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at Privacy Policy.

   2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and third party personal information, details how you can access and correct personal information.

   3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

2. data protection - general

   1. For the purposes of Data Protection Legislation, the School is the data controller of personal data (including School Data and Third Party Data), We act as its data processor, and We may engage sub-processors (including Supabase) to provide the Services.

   2. Words and phrases in this section shall have the meaning given to them under applicable data protection and privacy laws, including the Privacy Act 2020 (NZ) and the Information Privacy Principles (IPPs), and any other applicable New Zealand legislation relating to the protection of personal information, as well as, where applicable, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national legislation that implements or supplements the GDPR.

      The terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to them under such Data Protection Legislation, as applicable.

   3. We are located in New Zealand, and this Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to conflict of law principles.

   4. The School acknowledges and agrees that We may engage independent contractors and third-party suppliers (e.g., for data storage, backup, destruction, billing, or technical services) to process personal data on its behalf, in accordance with the Data Protection Legislation.

   5. We will process such data only on the School’s instructions and for the purposes of providing the Services.

   6. We will not use personal data uploaded by the School for its own purposes, including marketing, profiling, or any other unrelated activities.

   7. By accepting this Agreement, the School consents to us obtaining, storing, and processing information about the School and its representatives solely as necessary to provide the Services.

   8. Each party shall comply with the terms of the Data Protection Legislation.

   9. We shall implement and maintain appropriate technical and organizational measures, reviewed and approved by the School, to protect against unauthorized or unlawful processing and against accidental loss, destruction, or damage of School Data or Third Party Data, proportionate to the risk and nature of the data. Such measures may include, where appropriate:

      1. pseudonymization and encryption;

      2. ensuring confidentiality, integrity, availability, and resilience of systems and services;

      3. timely restoration of availability and access after an incident; and

      4. regular assessment and evaluation of the effectiveness of these measures.

3. data protection - THIRD PARTY DATA

   1. During and after the delivery of Services, the Provider may process third party personal data provided by the School (Third Party Data) and School Data solely as a processor on the School’s instructions. Any such processing shall be in accordance with this clause 9.3 and our Privacy Policy.

   2. The School agrees that, where necessary, the School will have satisfied relevant statutory grounds under the Data Protection Legislation in connection with the processing, before providing us with personal data or Third Party Data.

   3. The School warrants in relation to the Third Party Data that:

      1. it has all necessary rights in relation to the Third Party Data to enable us to perform the Services;

      2. providing the Third Party Data to us does not breach any law;

      3. We will not breach any law by performing the Services in relation to the Third Party Data;

      4. there are no restrictions on the use of the Third Party Data (including by any third-party terms) or, if there are, the School has notified us and we have agreed in writing to process such data; and

      5. processing by us will not breach any third-party terms.

   4. The School agrees to indemnify and hold harmless Sorone and its officers, employees, contractors and agents from and against any loss, liability, or costs arising from a breach of the warranties in clause 9.3.

   5. We shall, in relation to any Third Party Data or School Data processed in connection with this clause 9.3:

      1. process it only on the School’s written instructions, as updated from time to time;

      2. keep it confidential;

      3. comply with the School’s reasonable instructions regarding its processing;

      4. not transfer it outside of New Zealand unless appropriate safeguards or legal mechanisms are in place in accordance with the Data Protection Legislation;

      5. assist the School in responding to data subject access requests and complying with obligations under the Data Protection Legislation, at the School’s cost;

      6. notify the School without undue delay upon becoming aware of a personal data breach or any communications relating to compliance with the Data Protection Legislation;

      7. at the written request of the School, delete or return the Third Party Data on termination of the agreement unless required by law to retain it; and

      8. maintain accurate records to demonstrate compliance with this clause and allow audits by the School or the School’s designated auditor.

4. Sensitive information and biometric data

   The School acknowledges that photos, video, voice recordings and similar content captured through the Platform may contain sensitive information and biometric information within the meaning of the Privacy Act, particularly where children are depicted. Collection of sensitive information generally requires the express consent of the relevant individual (or their parent or guardian).

5. School warranties on consent

   The School warrants and undertakes that, before any Authorised User uploads content depicting or identifying a student or other individual to the Platform, the School has:

   1. provided each relevant individual (and, for minors, their parent or guardian) with the relevant privacy and personal information collection notice covering the use of the Platform;

   2. obtained all consents required under applicable law for the collection, use, storage and disclosure of that content (including any sensitive or biometric information) through the Platform; and

   3. has and maintains records of those notices and consents and will produce them to us on reasonable request.

6. Consent tools and notices

   To support the School's compliance, we will:

   1. provide in-app consent prompts and notices to Authorised Users when sensitive information features (such as voice notes) are first used; and

   2. provide reasonable assistance to the School in responding to access, correction and complaint requests from individuals about information held on the Platform, at the School's cost.

7. Data breach notification

   If we become aware of an eligible data breach affecting School Data, we will notify the School Contact as soon as practicable, and no later than as required by applicable law, in the event of a notifiable data breach under the Privacy Act 2020 (NZ) or the GDPR, in accordance with our Data Breach Response Plan found here.

SCHOOL OBLIGATIONS

1. General obligations

   The School must:

   1. use the Platform in accordance with this agreement, applicable law and any policies we publish;

   2. ensure Authorised Users comply with the EULA;

   3. provide accurate information when registering and managing accounts;

   4. maintain appropriate child protection, safeguarding and IT policies governing how its staff use the Platform; and

   5. cooperate reasonably with us in relation to support, security and administration of the Platform.

2. Content uploaded

   1. The School is responsible for all content uploaded to the Platform by its Authorised Users (School Data) and warrants that it has the rights necessary to upload and process that content through the Platform.

   2. We do not have access to the School Data and content that is uploaded to the Platform by Authorised Users.

ACCEPTABLE USE

1. Prohibited conduct

   The School must not, and must ensure its Authorised Users do not, use the Platform to:

   1. infringe any third party rights, including intellectual property and privacy rights;

   2. upload content that is unlawful, harmful, harassing, defamatory or sexually exploitative, or that exploits or endangers minors;

   3. transmit malware or attempt to interfere with the security or integrity of the Platform;

   4. use automated means (such as scrapers or bots) to access the Platform other than as expressly permitted;

   5. adapt, modify or tamper in any way with the Platform;

   6. remove or alter any copyright, trade mark or other notice on or forming part of the Platform or documentation;

   7. create derivative works from, translate or reproduce the Platform or any documentation;

   8. publish or otherwise communicate the Platform or documentation to the public, including by making it available online or sharing it with third parties;

   9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or documentation to any third party, other than sub-licensing to an Authorised User for the Number of Authorised Users;

   10. decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;

   11. attempt to circumvent any technological protection mechanism or other security feature of the Platform;

   12. permit any person other than Authorised Users to use or access the Platform or documentation;

   13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Platform or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;

   14. share its Platform account information with any other person and that any use of its account by any other person is strictly prohibited. The School, must immediately notify the Provider of any unauthorised use of it or its Authorised User’s account, password or email, or any other breach or potential breach of the Platform’s security;

   15. use the Platform for any purpose other than for the purpose for which it was designed, such as not using the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

   16. act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Platform;

   17. use the Platform to send unsolicited communications; or

   18. misuse content of other Authorised Users.

2. Enforcement

   1. Acknowledging that the Provider does not have access to uploaded materials and School Data, where the School becomes aware that an Authorised User has breached this clause 11, the School must promptly notify the Provider of the nature of the breach, details relating to the Authorised User and any additional information reasonably requested by the Provider.

   2. We may remove content, suspend accounts or terminate access where we reasonably believe there has been a breach of this clause. We will use reasonable efforts to notify the School where we take action affecting its Authorised Users.

FEES AND PAYMENT

1. Fees

   The School must pay the Fees specified in the Key Details, the order form or our published pricing for the Subscription Tier and number of Authorised Users selected. Fees are exclusive of GST and other applicable taxes, which the School must pay in addition.

2. Payment method

   Fees may be paid through Stripe self-serve or by invoice (for annual institutional licences), as selected by the School or otherwise agreed between the parties. Where payment is made through Stripe, the School authorises us (and our payment processor) to charge the nominated payment method for the Fees as they fall due. Where invoiced, the School must pay each invoice in cleared funds by the due date specified in the Key Details.

3. Late payment

   We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause 12.3. If any undisputed amount is overdue by more than 14 days, we may, on prior written notice

4. Fee changes

   We may change Fees for future Subscription Terms by giving the School at least 30 days' written notice before the start of the renewal term. If the School does not accept the change, it may give notice of non-renewal in accordance with clause 3.2.

5. No refunds

   Except as expressly provided in this agreement or as required by law (including the CGA), Fees are non-refundable. Cancellation does not entitle the School to a refund for any unused portion of a paid Subscription Term.

INTELLECTUAL PROPERTY

1. Our IP

   As between the parties, we own, or are licensed to use, all intellectual property rights in the Platform, including the underlying software, the admin panel, the Website, our trade marks, and all related documentation. No rights are granted to the School except as expressly set out in this agreement.

2. School Data

   As between the parties, the School (or its Authorised Users or the individuals depicted, as applicable) owns the School Data. The School grants us a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display and otherwise use School Data to the extent necessary to provide the Platform, perform our obligations and exercise our rights under this agreement.

3. Aggregated and de-identified data

   We may collect, use and retain aggregated and de-identified data derived from use of the Platform for purposes including improving the Platform, security, analytics and reporting, provided that no individual or School is identifiable from such data.

4. Feedback

   If the School or its Authorised Users provide us with feedback or suggestions about the Platform, we may use that feedback without restriction or compensation.

THIRD PARTY SERVICES

1. Use of third party services

   The Platform may interoperate with third party services (such as Apple App Store, Google Play, Stripe, Supabase, Google Drive, OneDrive, Deepgram, RevenueCar, Railway and Fathom Analytics). Use of those services is subject to the relevant third party's terms. We are not responsible for third party services and do not warrant their availability, accuracy or fitness for any purpose.

DISCLAIMERS AND LIABILITY

1. Consumer law

   Nothing in these Terms is intended to limit the operation of the Consumer Guarantees Act 1993 (CGA) or any other applicable New Zealand consumer protection legislation. Under the CGA, the School may be entitled to certain remedies (such as a refund, repair, or replacement) if there is a failure with the goods or services provided.

2. Disclaimers

   Other than as expressly stated in this agreement, and to the maximum extent permitted by law, the Platform is provided on an 'as is' and 'as available' basis. We do not warrant that the Platform will be uninterrupted, error-free, secure against all threats, or fit for any particular purpose.

3. Indirect loss

   To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special or punitive loss, or for loss of profits, revenue, goodwill, anticipated savings or data, arising out of or in connection with this agreement.

4. Mutual liability cap

   Subject to clause 15.5, each party's total aggregate liability to the other arising out of or in connection with this agreement (whether in contract, tort (including negligence), under statute or otherwise) is capped at the total Fees paid or payable by the School under this agreement in the 12 months immediately preceding the first event giving rise to the relevant liability.

5. Excluded from the cap

   The cap in clause 15.4 does not apply to liability for:

   1. breach of clause 6 (Access Licence restrictions) or clause 7 (Intellectual Property);

   2. breach of confidentiality obligations;

   3. a party's indemnification obligations under this agreement;

   4. the School's payment obligations; or

   5. liability that cannot be excluded or limited at law.

6. School indemnity

   The School indemnifies us against any loss, damage, cost or expense we suffer or incur arising out of or in connection with:

   1. a breach by the School or its Authorised Users of clauses 9 (Privacy), 10 (School Obligations);

   2. a breach by the School or its Authorised Users of clauses 6 (Acceptable Use) of the EULA; or

   3. any third party claim that School Data, or our handling of it on the School's instructions, infringes the rights of a third party or breaches applicable law.

CONFIDENTIALITY

1. Obligations

   Each party must keep the other party's Confidential Information confidential, use it only for the purposes of this agreement, and protect it using at least the same standard of care it uses for its own confidential information (and no less than reasonable care).

2. Exceptions

   The obligations in clause 15.1 do not apply to information that is or becomes public other than through breach of this agreement, was independently developed without reference to the other party's Confidential Information, or is required to be disclosed by law (provided that, where lawful, the disclosing party gives reasonable prior notice).

TERMINATION

1. Termination for convenience by School

   The School may elect not to renew this agreement by giving notice in accordance with clause 3.2. The School may also cancel monthly Stripe subscriptions by giving 30 days' notice before the end of the then-current billing cycle, in which case Fees for that cycle remain payable.

2. Termination for cause

   Either party may terminate this agreement immediately by written notice if the other party:

   1. commits a material breach that is not capable of remedy or, if capable of remedy, is not remedied within 30 days of written notice; or

   2. becomes insolvent, has a controller, administrator or liquidator appointed, or is otherwise unable to pay its debts as and when they fall due.

3. Termination by us

   We may also terminate this agreement immediately by notice if we reasonably believe that continued provision of the Platform would expose us to material legal, regulatory or reputational risk, including risks relating to the safety or privacy of minors.

4. Consequences

   On termination or expiry:

   1. all licences granted under this agreement end;

   2. the School must cease use of the Platform and ensure its Authorised Users do the same;

   3. any Fees accrued or due remain payable; and

   4. we will deal with School Data in accordance with clause 8.3. Clauses that by their nature are intended to survive termination will do so, including clauses 12, 14, 15 and 18.

DISPUTE REPLATFORM

1. Negotiation

   If a dispute arises in connection with this agreement, the parties must first attempt to resolve it through good-faith discussions between senior representatives within 20 Business Days of written notice of the dispute.

2. Escalation

   If the dispute is not resolved within that period, either party may refer the dispute to mediation administered by the RePlatform Institute before commencing court proceedings. Nothing in this clause prevents a party seeking urgent interlocutory or injunctive relief.

GENERAL

1. Notices

   Notices under this agreement must be in writing and sent by email to the addresses set out in the Key Details (or any updated address notified by a party). Notices are taken to have been received when the sender's email system records successful transmission.

2. Variation

   We may update this agreement from time to time. Where a change is material and adverse to the School, we will give at least 30 days' written notice before the change takes effect. Continued use of the Platform after the change takes effect constitutes acceptance of the updated terms.

3. Assignment

   The School must not assign or novate this agreement without our prior written consent. We may assign or novate this agreement to a related body corporate or in connection with a sale of all or substantially all of our business, on written notice to the School.

4. Force majeure

   Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events outside its reasonable control, including natural disasters, pandemics, acts of government, cyber-attacks and failures of third party telecommunications or hosting services.

5. Entire agreement

   This agreement (including the Key Details, the EULA and any order form) constitutes the entire agreement between the parties about its subject matter and supersedes all prior representations and understandings.

6. Governing law and jurisdiction

   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 and courts entitled to hear appeals from them.

DEFINITIONS AND INTERPRETATION

In this agreement, capitalised terms have the meanings given in the Key Details or below.

END USER LICENCE AGREEMENT

KEY TERMS

1. acceptance and deemed acceptance

   1. This End User Licence Agreement (EULA) is a binding agreement between Sorone Limited (NZBN 9429052981753) (‘Sorone, ‘Provider’, ‘we’, ‘our’ or ‘us’), and you, the individual user of the Sorone Platform (the App).

   2. By creating or accessing an account, signing in or using the App, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this EULA. If you do not accept it, you must not use the App.

   3. This EULA commences on the date that access to the App is provided to you and will end when written notice is provided to you.

ELIGIBILITY

1. authority to enter into this eula

   You warrant that the School has authorised you to use the App as part of its subscription to the App and that you:

   1. are at least 18 years old;

   2. are employed as a teacher, educational professional or employed in a similar capacity by the School; and

   3. have an institutional email granted to you by the School to be used for the creation of an Account and use of the App.

LICENCE

1. Grant

   We grant you a personal, limited, non-exclusive, non-transferable, revocable licence to download, install and use the App on devices you own or control, solely for your work with the School and in accordance with this EULA and the School's SaaS Agreement with us.

2. Restrictions

   You must not:

   1. copy, modify, distribute or create derivative works of the App;

   2. reverse engineer, decompile or attempt to extract source code, except to the extent permitted by law;

   3. use the App for any unlawful, harmful or fraudulent purpose;

   4. circumvent security or access controls; or

   5. use the App outside the scope of your School's Subscription.

YOUR ACCOUNT

1. Account security

   You are responsible for keeping your login credentials secure and for all activities on your account. You must notify us and your School promptly if you suspect any unauthorised access to your account.

CONTENT AND CONSENTS

1. Your responsibility

   You are responsible for the content you upload through the App, including photos, video, voice notes, folder names and metadata. You must only upload content that you are permitted to upload.

2. Sensitive information and minors

   Where you upload content that contains a child's image, voice or identifying information, or that otherwise constitutes Sensitive Information under the Privacy Act, you must ensure that all necessary consents have been obtained (including from a parent or guardian where required) and that an APP-compliant collection notice has been provided. You acknowledge that voice note functionality is opt-in and that you will only enable it where you have appropriate consents.

3. Downloads

   If you download content from the App to a device or cloud storage, you are responsible for the security and handling of that content from that point onwards, including compliance with your School's IT and data policies and applicable child protection and privacy laws.

ACCEPTABLE USE

You must not use the App to:

1. infringe any third party rights;

2. upload unlawful, harmful, harassing, defamatory or exploitative content;

3. transmit malware or interfere with the App's operation;

4. impersonate any person; or

5. use automated tools to access the App other than as expressly permitted.

INTELLECTUAL PROPERTY

We (and our licensors) own all Intellectual Property Rights in the App. Nothing in this EULA transfers any of those rights to you. You retain ownership of your content, subject to the licences granted under your School's SaaS Agreement to enable us to provide the App.

PRIVACY

Our handling of your personal information is described in our Privacy Policy at [insert URL]. By using the App, you acknowledge our Privacy Policy.

APP STORE TERMS

If you download the App from the Apple App Store or Google Play, your use is also subject to the relevant app store's terms. You acknowledge that this EULA is between you and us only, and not with the app store provider, and that the app store provider is not responsible for the App or any claims relating to it. You and we acknowledge that the app store provider, and its subsidiaries, are third party beneficiaries of this EULA and are entitled to enforce it against you.

DISCLAIMERS AND LIABILITY

1. Consumer law

   Nothing in this EULA excludes, restricts or modifies any rights, guarantees or remedies under the CGA that cannot be excluded.

2. Disclaimer

   1. The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Platforms.

   2. You must take your own precautions to ensure that the process which you employ for accessing the Platforms does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

   3. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platforms to $100 (AUD) in aggregate. This includes the transmission of any computer virus.

   4. You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Platforms or breach of this EULA (or both, as the case may be).

   5. You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Platforms and indemnify the Provider for any such damage, loss or expense.

   6. All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

      1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and

      2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

3. Limitation

   To the maximum extent permitted by law, our total liability to you under or in connection with this EULA is limited, at our option, to resupply of the App or payment of the cost of resupply.

TERMINATION

This EULA continues until terminated. We may suspend or terminate your access at any time if you breach this EULA, if your School's Subscription ends, or if we reasonably consider it necessary to protect the App, other users or any individual. On termination, you must cease use of the App and uninstall it from your devices.

GENERAL

This EULA is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand. We may update this EULA from time to time by posting the updated version through the App or on the Website. Continued use of the App after changes take effect constitutes acceptance of the updated EULA.