These Terms and Conditions are presented and agreed to upon creating an account to use the Othelia StoryKeeper. You can access the StoryKeeper here.

Terms and Conditions

StoryKeeper: Terms and Conditions of Use

Effective Date: 19 October 2023

1. Application of Terms

These terms and conditions of use (Terms) form a legally binding agreement between you and Omelia Technologies Pty Ltd t/a Othelia (ACN 637 817 059) (‘Othelia’, ‘we’, ‘us’, or ‘our’ as the context requires). To access and use the platform known as “StoryKeeper” and any Underlying Systems (together, the Platform) you will need to complete the checkboxes below. Our Privacy Policy also governs your use of the Platform and explains how and why we collect, safeguard, use and disclose information from you. Please read it here: Privacy policy. You acknowledge that you have read and understood these Terms and our Privacy Policy and agree to be bound by them. If you do not agree to these Terms or our Privacy Policy, you are not authorised to access and use the Platform, and you must immediately cease doing so. By indicating your acceptance to these Terms by clicking the checkboxes below, and then by continuing to access and use the Platform, you acknowledge that: you agree to these Terms and our Privacy Policy; and where your access and use is on behalf of another person ( which includes a company, business or other entity) you confirm that you are authorised to, and do in fact, agree to these Terms and our Privacy Policy on that person’s behalf and that, by agreeing to these Terms and our Privacy Policy on that person’s behalf, that person is bound by these Terms and our Privacy Policy.

2. Changes to these Terms

We may change these Terms at any time by notifying you of the change by email or by posting a notice on our website. Unless stated otherwise, any change takes effect from the date set out in the relevant notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Platform from the date on which the Terms are changed, you agree to be bound by the changed Terms.

3. Accessing the Platform

In order to access the Platform, you must hold a user account with your name and address, and it is your responsibility to update your name and address should they change at any time. In certain circumstances, your access to the Platform may be authorised by an organisation or business that has paid for the Platform and invited you to contribute to or view information in their data pool. If this is the case, your ongoing use of the Platform is subject to that organisation or business maintaining a user account on your behalf.

4. Fees

Obligation to pay fees You must pay the fees specified in Schedule 1 of these Terms (Fees) in consideration for the provision of the Platform by us pursuant to these Terms. Increases: We may, in our sole discretion at any time, vary the Fees by giving you thirty (30) days’ notice in writing. Fees updated in this way are deemed to be the Fees specified in Schedule 1. If you do not terminate your user account before the effective date of the Fee increase, you are deemed to have accepted the increased Fees. Invoicing and payment Fees will be charged and invoiced at commencement of these Terms for the balance of the current period specified in Schedule 1, and thereafter on the first day of the next relevant period. We will provide you with valid tax invoices for the Fees. You may be automatically billed for the relevant Fees each period and a receipt will be emailed to you. Notwithstanding any other provision of these Terms, all Fees are due 14 days after the date of the relevant invoice and must be paid electronically in cleared funds without any set off or deduction. The commencement of these Terms for the purposes of billing, means the earlier of: the date on which you obtain a user account for; or the date on which you first access, the Platform. Consequences of non-payment: If you fail to make payment of any Fee under these Terms, we may immediately suspend your access to the Platform until that Fee is paid. We may charge interest on overdue amounts, calculated from the due date to the date of payment (both inclusive), at an annualised rate of 10%. Payment information: You may be asked to provide payment details through the process to obtain a user account, including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information. You represent and warrant that: you have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Fees under these Terms; and the information you supply is true, correct, and complete. Payment services: We may use third party services for the purposes of facilitating payment of any Fees under these Terms. By submitting your information, you grant us the right to provide that information to these third parties, subject to our Privacy Policy.

5. Taxation

Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with the Fees, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Othelia uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

6. Your Obligations

Your obligations: You agree to: provide us with such assistance as is reasonably requested to enable us to provide the Platform; provide us with access to any infrastructure, sites or premises as is reasonably necessary for us to provide the Platform; only access and use the Platform for the purposes set out in Schedule 1; and comply with all relevant laws. If you use the Platform for the purposes of criminal justice, law enforcement, legal, government and civil services, healthcare, therapy, wellness, coaching, finance, or news, you must: thoroughly test the Platform for accuracy in relation to the above use and be transparent with your users about limitations; and ensure you have domain expertise and understand and comply with all relevant laws. Conduct Restrictions: You acknowledge and agree that you will not, and that you will use your best endeavours to ensure that any person or entity acting on your behalf does not: access, use, alter or interfere with any areas of the Platform that you are not authorised to access; check or test the vulnerability of any of our systems or networks or breach or circumvent any security or authentication mechanism; copy, reproduce, translate, adapt, disassemble, decompile, reverse-engineer, reverse assemble, reverse compile, vary, modify, or develop any foundational or other large-scale models of, any component of the Platform, or use any automated means to collect information from the Platform; sell, lease, sublicense or make available for use, any part of the Platform or the content contained within or hosted on the Platform; attempt to damage, impair, disable, destabilise, interrupt or overload our infrastructure by placing unreasonable burdens on our resources, including by sending requests to our systems more rapidly than could be achieved by a human user; conduct any load testing or penetration testing on the Platform; use the Platform in a way that causes, or may cause, damage to the Platform or otherwise impair the availability or accessibility of the Platform; allow the Platform to be combined or incorporated into any other software; misuse the Platform by tampering with their normal operation, or trying to access it using a method or interface other than those we provide; use any robot, spider, or other automatic or manual device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the same; transmit any viruses, malware, trojan horses, worms, logic bombs or other types of malicious or harmful software, code, material, or links to such software, code or material, onto or through the Platform; attack the Platform with a denial-of-service attach or distributed denial-of-service attack; impersonate another person or organisation, including any of our employees, misrepresent your identity, or otherwise misuse Personal Information; use the Platform in a way that promotes dishonesty, deceives or manipulates users or tries to influence politics; transmit, or procure the sending of any advertising or promotional material, including any “junk mail”, “chain letter”, “spam” or any other similar solicitation; reproduce, communicate, adapt, record, transfer, publish, perform, display, broadcast, distribute, offer or make available any of the content contained within or hosted on the Platform (including any login credentials) in contravention of these Terms, any applicable law or in breach of any person’s Intellectual Property Rights; conduct or attempt to conduct web scraping, web harvesting, or web data extraction methods in relation to any part of the Platform, including any content contained within or hosted on the same; remove or amend any intellectual property notices contained in or displayed on the Platform; use the Platform in any way that infringes the rights of others, or in any way that refers to violence or self-harm, or which is illegal, hateful, harassing, sexual, threatening, fraudulent, or harmful, or in connection with any related activity; share your login details for the Platform with any other person; represent that any output from the Platform was human-generated when it is not; or use another person’s login details for the Platform without their permission. No use by Minors: The Platform is intended only for access and use by individuals at least eighteen (18) years of age. By accessing or using any part of the Platform, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into and comply with these Terms. If you are not at least eighteen (18) years of age, you are prohibited from both access and use of the Platform.

7. Your Data and Your Content

Your Data and Your Content remain yours and we do not claim ownership in any of your Data or Your Content. Othelia hereby assigns to you all rights that we may have in your Data and Your Content for any use. However, by submitting your Data through the Platform, you grant us a licence in accordance with clause 8 of these Terms. When using the Platform, you agree that you will only upload, ingest, input, post, host, store, communicate or display Data and Your Content on the Platform that: you have all rights required under law and under any applicable contracts to upload, ingest, input, post, host, store, communicate and display, and to grant us the rights and licence contained in these Terms; does not infringe the privacy rights, contractual rights, legal rights or Intellectual Property Rights of any other person or entity; does not violate any applicable contract, or national or international law or regulation, and does not encourage activity that may violate any such contract or law; is not fraudulent and does not constitute a fraudulent misrepresentation or promote fraudulent activity; is not and does not contain offensive, abusive or sexually obscene content; is not actually or potentially exploitative or harmful to minors in any way, by exposing them to inappropriate content or otherwise; is not libellous or defamatory; is not discriminatory in respect of any individual or group; is not unsolicited, unwanted or harassing; and does not contain viruses, malware, trojan horses, worms, logic bombs or any other malicious or harmful material, program or code. We are entitled to immediately remove any Data you upload and Your Content that you post, host or transmit that we consider or suspect to be in breach of these Terms, without prior notice to you and without liability to us. You acknowledge that when you publish your Data and Your Content on the Platform it will be visible to the party who controls access to and use of that Data and Your Content (which in most cases will be the person or organisation that authorised your access to the Platform, or in the case of an individual subscription will be You) (Account Owner). The Account Owner is solely responsible for controlling who can access and view your Data and Your Content. Othelia will not be held liable for the consequences of your Data or Your Content being accessed by any unauthorised person as a result of the Account Owner or its representatives failing to correctly set up the access permissions for your Data, Your Content or any part of it. You are solely responsible for ensuring that your Data and Your Content are legal, accurate, reliable, appropriate, complete and up to date. Othelia is not responsible for the consequences of any inaccuracy in your Data or Your Content whether or not that inaccuracy was caused or contributed to by Othelia. Once your Data and Your Content are uploaded to the Platform they can only be changed or deleted by the Account Owner or any person authorised by them to modify content in the relevant data pool. If you need to change or delete any of your Data or Content from the Platform you must contact the Account Owner. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Data or Your Content from the Platform.

8. Intellectual Property

Ownership of Platform and Data: Right, title, interest, and all Intellectual Property Rights in the Platform and any modifications, customisations or configurations of the same, are and remain the property of Othelia or its third party licensors (as the case may be). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights. Right, title, interest, and all Intellectual Property Rights in, the Data and Your Content (as between the parties) remains the property of you. You hereby grant to Othelia a non-exclusive licence to use, copy, reproduce, store and translate the Data and Your Content to the extent reasonably required for the performance of Othelia’s obligations under these Terms and to maintain and improve the Platform. We grant you a limited, non-exclusive, revocable licence to access and use the Platform to the extent permitted by these Terms. This licence will remain in effect until these Terms expire or are terminated by you or by us, except where we suspend your access to the Platform as described in these Terms. This licence does not grant you any ownership rights nor any other right or licence of any kind in the Platform including, without limitation, any right to access or obtain possession of any code (including object code, source code and intermediate code), data or other technical materials in relation to the Platform or intellectual property rights or proprietary information belonging to us or our licensors, including where they form part of the Platform. Feedback: If you provide us with ideas, comments or suggestions relating to the Platform (together Feedback): all Intellectual Property Rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and we may use or disclose the Feedback for any purpose. No representation or warranty regarding Intellectual Property Rights in Your Content: We give no representation or warranty as to the Intellectual Property Rights in Your Content produced by or using the Platform. Your Content: Due to the nature of machine learning, which is utilised by the Platform, Your Content may not be unique across users and the Platform may generate the same or similar output to Your Content for us or any third party. Third parties may ask similar questions of, and receive the same responses from, the Platform. Therefore, output generated for other users is not considered Your Content. You agree and instruct that we may use the Data to develop and improve the Platform only. We will not access, view, share or use Your Content unless you give us your express permission, or we are required by law.

9. Privacy

Acknowledgements in relation to Data and Your Content: Each party acknowledges and agrees that: we may require access to the Data and Your Content to exercise our rights and perform our obligations under these Terms; you are solely responsible for ensuring the accuracy of all Data and Your Content and we will not be held liable for the consequences of any Data or Your Content being incorrect or misleading; you are solely responsible for controlling the Data and Your Content that is able to be accessed and viewed through the Platform, and we will not be liable for the consequences of Data or Your Content being accessed by any person as a result of you failing to correctly set up permissions pertaining to the Data or Your Content or any part of it; and to the extent that any Data or Your Content contains Personal Information, you represent and warrant that you are responsible for that Data and Your Content and that you will obtain such consents as are required by the Privacy Laws in relation to the collection, use or disclosure of any Personal Information. Undertakings in respect of Personal Information: Each party: will comply, and ensure its personnel comply, with the Privacy Laws; will only process, use, or disclose Personal Information collected in the course of these Terms as required for the purpose of fulfilling its specific functions, activities, and obligations under these Terms; will take all reasonable steps to prevent the misuse or loss of and unauthorised use, modification, access, and disclosure of such Personal Information; will ensure that only employees or agents who are authorised to fulfil the obligations of these Terms and who need to have access to any Personal Information have access to the particular Personal Information; and agrees that where it knows or reasonably suspects that a Data Security Breach has affected Personal Information relating to the provision of the Platform it will promptly: notify and co-operate with the other party in any post-breach investigation or remediation efforts; and comply with its obligations in relation to the data breach assessment, notification, and other requirements under the Privacy Laws. We agree to implement and comply with industry recognised standards for data security and backup and have in place a baseline business continuity and disaster recovery plan that covers the Platform. Notwithstanding the previous sentence, you agree to keep a separate back-up copy of all Data and Your Content relevant to the provision of the Platform. Storage of Data: We currently store Data (including any Personal Information) and Your Content via AWS servers, so please familiarise yourself with the terms and conditions of use of the AWS Customer Agreement at https://aws.amazon.com/agreement/. Indemnity: You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data and Your Content provided by you and processed by us or the Platform lawfully and in accordance with these Terms infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data or Your Content is incorrect or misleading.

10. Confidentiality

Security: Each party must, unless it has the prior written consent of the other party: keep confidential at all times the Confidential Information of the other party; effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; only use the Confidential Information of the other party for the purpose of performing its obligations or exercising its rights under these Terms, and for no other purpose; and disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of this clause 10. Permitted disclosure: The obligation of confidentiality in this clause 10 does not apply to any disclosure or use of Confidential Information: required by law or court order (including under the rules of any stock exchange); which is publicly available through no fault of the recipient of the Confidential Information or its personnel; or which was rightfully received by a party to these Terms from a third party without restriction and without breach of any obligation of confidentiality.

11. Exclusion of Warranties and Disclaimer

The Platform is provided to you “as is” and on an “as available” basis. To the maximum extent permitted by law, Othelia expressly excludes all representations, warranties, guarantees and endorsements, whether express or implied, in relation to the Platform, including without limitation any warranty that: the Platform will meet your requirements or expectations, or the merchantability, fitness for a particular purpose, or quality of the platform; you will receive continuous, uninterrupted, error-free or secure access to the Platform or that Othelia’s servers are free of computer viruses, bugs or other harmful components or that any defects with the Platform will be corrected within a reasonable time; your experience will be free from temporary or on-going software compatibility issues, including those affecting common web-browsers, current or previous versions of Apple’s iOS Software and Google’s Android Software or your computer or smartphone hardware; you will receive any Intellectual Property Rights of any kind in the Your Content, and accordingly, you use the Platform at your own discretion and risk and will be solely responsible for any loss or damage of any kind that you suffer as a result of or in connection with any disruption or other difficulties you experience in using the Platform.

12. Limitation of Liability

To the maximum extent permitted by law and except where the relevant liability arises as a result of fraud or wilful misconduct on the part of Othelia, Othelia hereby excludes all liability to you for any loss or damage (including, without limitation, direct, incidental, indirect, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, revenue, profit or loss or loss or corruption of data) arising out of your access to, or use of, or inability to access or use the Platform howsoever caused and whether arising in contract, tort, under statute or otherwise. We acknowledge that certain laws and regulations may imply warranties or conditions or impose obligations, remedies or guarantees which cannot be excluded, restricted or modified by law. To the extent that such laws or regulations apply, these Terms must be read subject to those laws and regulations. If those laws and regulations apply, notwithstanding any other provision of these Terms, and to the extent permitted by law, Othelia limits its liability pursuant to those laws and regulations to the total Fees actually paid by you under these Terms in the immediately previous year. Othelia’s liability in connection with the Platform is reduced proportionately in the event that you contributed to any claim or loss suffered by you.

13. Indemnity

You indemnify Othelia, its affiliates, employees, agents, contributors, third party content providers and licensors from and against any and all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with: any use or misuse of the Platform; any breach of these Terms or of any Intellectual Property Right or other right; and any breach of an applicable law, regulation or licence, by you or any person accessing the Platform using your access credentials.

14. Underlying Services

The Platform may be provided with the Underlying Systems. Use of any Underlying Systems will be governed by the applicable terms and license agreement of any relevant third-party (as applicable). We are not responsible for any Underlying Systems and will have no liability of any kind for your use of the same and we make no warranty or representation of any kind with respect to the Underlying Systems.

15. Changes to the Platform

We may, from time to time and without notice, change, add to or remove all or any part of the Platform. If we make changes to the Platform, your access to the Platform and any information contained on it may be limited or unavailable on a temporary or permanent basis. We will not be liable to you or any third party for any loss caused or contributed to by such suspension, termination, change or discontinuance. We reserve the right to cease providing the Platform at any time and for any reason.

16. Termination

Term: These Terms start on the date these Terms are accepted by you as provided for in clause 1 and will continue unless and until terminated pursuant to this clause. Termination for cause: Either party may, by notice to the other party, immediately terminate these Terms if: the other party breaches any material provision of these Terms and fails to remedy the breach within fourteen (14) days after receiving notice from the non-defaulting party requiring it to do so; an Insolvency Event occurs in respect of the other party; or the other party ceases to carry on business. Termination for convenience: We may terminate or suspend your user account and bar access to the Platform immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever and without limitation. You may terminate these Terms for convenience at any time in writing by giving us notice in writing to: info@othelia.co. Consequences of termination: Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination or expiry. , a party must promptly return to the other party or destroy all Confidential Information of the other party that is in its possession or control. At any time prior to one month after the date of termination, you may request: a copy of the Data stored on the Platform, provided that you make a specific request of Othelia and pay Othelia’s reasonable costs of providing that copy; and/or deletion of the Data stored on the Platform, in which case you must get your Account Owner to contact Othelia to request the deletion and Othelia will use reasonable efforts to promptly delete that Data. Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of these Terms, continue in force after termination. Suspension rights: Othelia may restrict or suspend your access to the Platform and/or delete, edit, or remove the relevant Data if required to do so by law, or if Othelia considers that you have: undermined, or attempted to undermine, the security or integrity of the Platform; used, or attempted to use, the Platform: for improper purposes; or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Platform; in a manner which breaches the terms of use of any Underlying Systems, including without limitation, the terms of use of any third-party software providers; transmitted, inputted, or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be objectionable, incorrect, or misleading; or you have breached any provision of these Terms, or Othelia reasonably suspects that you have breached these Terms (in its absolute discretion). No compensation: You are not entitled to any compensation upon suspension or termination of these Terms, unless otherwise required by law.

17. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be exclusively governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

18. General

1. (a) Dispute Resolution: If any dispute arises between the Parties, such dispute if not resolved shall be referred to the decision of a single arbitrator from the Australian Disputes Centre, Sydney Australia (or successor), to resolve all disputes within seven (7) days of a request from either party. The Parties hereby agree that the decision of the arbitrator is final.

2. (b) Relationship of parties: These Terms do not create a partnership, joint venture or agency relationship between you and Othelia or any of Othelia’s affiliates. Othelia and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

3. (c) Notices: All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Platform. It is your obligation to keep your contact details with us up to date. Service will be deemed given on the date of sending if delivered by email or on the date sent via courier or if delivered by post.

4. (d) Remedies: You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Othelia and its affiliates, and Othelia shall have the right to seek injunctive relief against you in addition to any other legal remedies.

19. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.

20. Assignment

The rights and obligations of end users under these Terms are personal. You may not assign, encumber or otherwise deal with such rights and obligations without the prior written consent of Othelia. Othelia may assign, encumber or otherwise deal with its rights and obligations under these Terms at any time without notice.

21. Entire agreement

These Terms embody the entire agreement and understanding between the parties concerning its subject matter and succeeds and cancels all other agreements and understandings concerning the subject matter of these Terms and any warranty, representation, guarantee or other term and condition of any nature not contained in these Terms is of no force or effect.

22. Waiver

A single or partial exercise or waiver of a right relating to these Terms will not prevent any other exercise of that right or the exercise of any other right. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right.

23. Definitions & Interpretation

• Definitions In these Terms:

• Business Day means a day other than a Saturday, Sunday, public holiday or bank holiday in Sydney, New South Wales.

• Confidential Information means these Terms and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, these Terms.

• Othelia’s Confidential Information includes Intellectual Property owned by Othelia (or its owners of any Underlying Systems), including Intellectual Property in the Platform.

• Controller has the meaning given to that term in the Corporations Act.

• Corporations Act means the Corporations Act 2001 (Cth).

• Data means all data, literary or dramatic works, content, and information licensed, owned, held, used, or created by or on behalf of you, that is stored using, and inputted by you into, the Platform. For the avoidance of doubt, this does not include any Personal Information, Your Content, and information created using the Platform.

• Data Security Breach means any known or reasonably suspected loss, or unauthorised acquisition, disclosure, use or other form of compromise to Data.

• GST means GST within the meaning of the GST Act. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time and any word or expression defined in the GST Act has the same meaning when used in these Terms.

• Insolvency Event means, in relation to a party: it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to its property; it is subject to any arrangement, assignment, moratorium, or composition, protected from creditors under any statute, in each case, other than to carry out a reconstruction or amalgamation while solvent; it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to these Terms reasonably deduces it is so subject); it is otherwise unable to pay its debts when they fall due; or something having a substantially similar effect to any of sub-paragraphs (i) to (iv) above happens in connection with that person under the law of any jurisdiction.

• Intellectual Property Rights means all intellectual proprietary rights whether registered or unregistered and whether existing under statute, at common law or in equity throughout the world including any ideas, inventions, discoveries, patents, patent applications, brand names or similar rights, copyright, derivative works, trademarks, trademark applications, service marks, improvements, trade secrets, know-how, technical information, specification, product development, product marketing and costing information. Intellectual Property has a consistent meaning, and includes any enhancement, modification, or derivative work of the Intellectual Property.

• Personal Information has the meaning given in the Privacy Laws.

• Privacy Laws means the Privacy Act 1988 (Cth) and any other laws or legislation (to the extent that such laws or legislation applies to the handling of Personal Information by a party) from time to time in force in any jurisdiction (including the General Data Protection Regulation or GDPR) which affects privacy, personal information or the collection, handling, storage, processing, use or disclosure of data.

• Underlying Systems means all IT solutions, systems, and networks (including software and hardware) used to provide the Platform, including any third-party solutions, systems, and networks.

• Your Content means the literary or dramatic works that you create using the Platform, including without limitation, Your Work, screenplays, synopses, treatments, snapshots, character summaries, beatsheets, production reports, budgets, continuity reports.

• Interpretation In these Terms, unless the context otherwise requires:
  a reference to:

  • one gender includes all genders;

  • the singular includes the plural and vice versa;

  • a person includes a body corporate;

  • a party includes the party’s executors, administrators, successors, and permitted assigns;

  • these Terms or another document includes any variation or replacement of any of them;

  • “including” and similar expressions are not words of limitation;

  • where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;

  • headings are for convenience of reference only and do not form part of these Terms or affect its interpretation;

  • no provision of these Terms is to be read against a party because the provision was first proposed or drafted by that party; and

  • if an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

• Schedule 1 – Platform and Platform Fees:

  Description of Platform: StoryKeeper is a secure narrative management program that supports the user to design multifaceted narratives for screen production. It navigates complex story modelling and design processes, facilitating story development from the idea stage to the green-light phase.

• Fees - Pricing