SUBSCRIPTION SERVICE TERMS AND CONDITIONS
this agreement will automatically extend for a 30 day period on the same terms and conditions (with Fees payable pro-rata), provided that if the matters referred to in this clause 2(d) have not been finalised by the end of that 30 day period, the agreement will automatically terminate, unless otherwise agreed between the parties in writing.
3. PLATFORM AND SUBSCRIPTION SERVICES
3.1 Provision of Platform and Subscription Services
During the Subscription Term and in accordance with this agreement, Storytime Pods will provide the Subscriber:
To the extent relevant, the Subscriber agrees that to access the Platform and Subscription Services in accordance with this agreement, it must comply with our onboarding requirements as may be notified by us to you, including:
3.3 Dashboard Information and User Resources
3.4 Subscriber responsibility for non-standard Authentication Applications
3.5 No exclusivity
The Subscriber acknowledges and agrees that all rights granted to the Subscriber under this agreement (including all rights to use the Storytime PODs Platform) are non-exclusive.
Storytime PODs may, at its discretion, vary the features, functions, content and other benefits available to Subscribers and Authorised Users in respect of the Platform, Website and Subscription Services at any time. If a variation has the effect of materially diminishing the performance or features of the Platform, we will seek to provide the Subscriber reasonable prior notice.
The Subscriber agrees that it must use its reasonable endeavours to ensure that each Authorised User complies with all the provisions of this agreement and acknowledges that each Authorised User will be required to enter into an end user licence agreement in a form reasonably required by Storytime PODs to access the Platform.
5. ACCESS DETAILS
5.1 Provision of Access Details
The Subscriber will be responsible for issuing Access Details to the Authorised Users and directing their members how to access the platform.
5.2 Obligations of the Subscriber in relation to the Access Details
The Subscriber must:
6. SUBSCRIBER RESPONSIBILITIES
The Subscriber must ensure that it:
7. SECURITY OF PLATFORM
7.1 Storytime PODs obligations
Storytime PODs will comply with its obligations under the relevant privacy laws in the jurisdiction in which the Subscriber resides.
7.2 Storytime PODs liability
Storytime PODs will not be liable for any Loss suffered by the Subscriber which arises out of or in connection with:
During the Subscription Term, Storytime PODs will, during the Support Hours, provide the Subscriber and its Authorised Users with technical support in relation to the use and operation of the Website and Platform, in accordance with the Support Services.
9 FEES AND EXPENSES
9.1 Fees and expenses payable
The Subscriber agrees to pay to Storytime PODs the Fees.
9.2 Payment of Fees
9.3 Failure to pay
If the Subscriber fails to pay any amounts due to Storytime PODs under this agreement then Storytime PODs may issue a notice to the Subscriber stating that the Tax Invoice is overdue (Overdue Notice). If Storytime PODs does not receive payment of the relevant Fees within 14 days of the date of the Overdue Notice, Storytime PODs may cease providing the Subscription Services and may disable the Subscriber’s and any Authorised User’s access to the Platform until such time as the outstanding amount is paid in full (and may in its discretion charge interest on any outstanding amount).
9.4 Increases to Fees
We may review the Fees for each Renewal Term and notify you of any changes to the Fees. You may terminate this agreement in accordance with clause 11.2 if you do not accept our changes to the Fees.
10. CONTENT MODERATION
We moderate all Subscriber and Authorised User content submitted for publication or posting on our Website and may amend or remove such content at our sole discretion, including if we consider the content is inappropriate, or does not meet our content standards or any content or user policy we may implement from time to time.
11.1 Storytime PODs may terminate this agreement on giving the Subscriber notice if:
11.2 Either party may terminate this agreement for its convenience on giving the other party at least 30 days’ notice.
11.3 Upon termination of this agreement taking effect, the Subscriber must immediately:
11.4 Where this agreement is terminated:
we reserve the right to retain all Fees, including Fees paid in advance.
11.5 Where this agreement is terminated for any other reason, we may retain all Fees paid for use of the Platform and for the Subscription Services that were provided up to the date of termination, and will refund the balance of any Fees paid in advance.
12. INTELLECTUAL PROPERTY
12.1 You acknowledge and agree we own all the intellectual property (including copyright) in:
12.2 We grant the Subscriber a limited, non-exclusive, non-transferrable, revocable licence to use:
12.3 You must not reproduce, alter, adapt, modify, reverse engineer or otherwise use any information, materials, software or documentation we provide or make available to you without our express written consent, except in accordance with this agreement.
12.4 We warrant that the Subscriber’s use of the Platform as contemplated by this agreement does not infringe the intellectual property rights of any party anywhere in the world.
13.1 Warranties excluded
Subject to all applicable laws, Storytime PODs does not warrant or guarantee that:
13.2 Subscriber's warranty
The Subscriber acknowledges and warrants that it has relied on its own skill and judgment in the selection of the Platform and it has satisfied itself that the Platform is fit for all the purposes which the Subscriber requires it for.
14.1 We expressly exclude from this agreement all conditions, warranties, guarantees and terms which may be implied into this agreement by statute or general law and are capable of being excluded, to the extent permitted by the law in the jurisdiction in which you reside.
14.2 You indemnify us for any loss or damage we suffer because of:
except to the extent that such loss is caused by our breach of this agreement, our negligent act or omission, or our wilful misconduct.
14.3 We indemnify you for any loss or damage you suffer because of any breach of this agreement by us, including any breach by us of any relevant privacy laws, except to the extent that such loss is caused by your breach of this agreement, your negligent act or omission, or your wilful misconduct.
14.4 Liability capped
Notwithstanding any other provision of this agreement, the maximum aggregate liability of Storytime PODs for any Loss or claim, however caused or arising, suffered by the Subscriber in connection with this agreement is limited to the total amount of the Fees paid by the Subscriber to Storytime PODs under this agreement during the 3 month period prior to the Subscriber first notifying Storytime PODs of the relevant Loss or claim.
14.5 Commencement of claims
Any claim by the Subscriber against Storytime PODs for Loss however caused or suffered by the Subscriber in connection with this agreement must be made within 6 months of the Subscriber becoming entitled to make the claim and any claim not made within this period is absolutely barred.
14.6 Consequential Loss
Neither party will be liable for any Consequential Loss (however caused) suffered or incurred by the other party in connection with this agreement, except to the extent a party caused or contributed to the relevant loss due to its fraud, wilful default or breach of intellectual property rights. This clause applies even if the party knew or ought to have known that the relevant Consequential Loss would be suffered.
15. GOODS AND SERVICES TAX (GST)
To the extent applicable, including by reference to the country of residence of the Subscriber, the consideration for any supply made under or in connection with this agreement does not include an amount for GST, unless it is expressly stated in this agreement to be inclusive of GST. For the purposes of this clause, GST means any goods and services tax or valued added tax applicable to the transactions under this agreement, taking into account Storytime PODS and the Subscriber’s jurisdiction of residence.
16. GENERAL PROVISIONS
16.1 Governing law
This agreement will be construed and interpreted in accordance with the laws of the state of Victoria, Australia and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.
The Subscriber may not assign or otherwise deal with any of its rights or obligations under this agreement without the prior written consent of Storytime PODs. Storytime PODs may assign, novate or otherwise deal with its rights under this agreement at any time effective immediately upon Storytime PODs notifying the Subscriber of the assignment or novation.
16.3 Entire agreement
This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.
16.4 Relationship between parties
This agreement does not create a relationship of employment, agency, partnership or joint venture between the parties.
16.5 Force Majeure
No failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may still exercise that right in the future.
This agreement may only be amended or varied by a document in writing signed by each party.
If any provision of this agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
17. DEFINITIONS AND INTERPRETATION
In these Terms, unless the context otherwise requires:
In this agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires:
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