Terms and Conditions

Terms and Conditions
 
1. APPLICATION OF TERMS

1.1 These Terms apply to your use of the Narrative Software and/or Services (as those terms are defined below). By accessing, installing, downloading, or using the Narrative Software or the Service:

a. you agree to these Terms; and

b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorised to access and use the Narrative Software or the Services, and you must immediately stop doing so.

1.3 If the processing of Data (as defined below) is governed by the GDPR (as defined below), the additional terms in the Data Processing Addendum attached to these Terms (as applicable) also form part of these Terms.

2. CHANGES

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

2.2 These Terms were last updated on 4 April 2024.

3. INTERPRETATION

In these Terms:

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services.  Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Narrative Software.  Your Confidential Information includes the Data.

Data means all data, Images, Posts, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Services, including but not limited to any data generated from your use of Edit, such as .xmp sidecar files.

Fees means the applicable fees set out on our pricing page on the Website at  https://narrative.so/select/pricing or https://narrative.so/publish/pricing or  https://narrative.so/edit/pricing, and or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 8.5.

Force Majeure means an event that is beyond the reasonable control of a party, excluding: an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.

Images means any photo, video, image owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Services.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

GDPR means the General Data Protection Regulation of the European Union.

Narrative Select + Edit means Narrative Select and Narrative Edit. 

Narrative Edit means our AI powered image editing tool which applies an editing Style to a photographer’s images, either via a pre-generated Style or using the photographers historic editing software settings. 

Narrative Publish means our image to blog publishing software.

Narrative Select means our image culling software.

Narrative Software means the software owned by us (and our licensors) that is used to provide the Services, including any applications that we make available to you to install on your desktop to enable you to access and use the Services. 

Objectionable includes using the Services in a way, or otherwise being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

a party includes that party’s permitted assigns.

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws.

personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Post means any output or product of the Services published by you or a website domain (including all subdomains).

Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Services means the Narrative Publish and Narrative Select + Edit services, having the core functionality described on the Website, as the Website is updated from time to time, and includes the supply of applications that install on your desktop to enable you to access and use the Services, and any Free Access (as defined below).

Start Date means the date that you set up an account.  

Style means an editing model which can be applied to your images using AI.

Terms means these terms titled terms and conditions.

Underlying Systems means the Narrative Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

We, us or our means Software Limited.

Website means the internet site at https://narrative.so , or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. FREE ACCESS AND EARLY ACCESS

4.1 Where you have opted to access and use the Services on a free basis (Free Access), then these Terms apply to your access and use of the Free Access, except as varied in this clause 4.

4.3 No Fees are payable for your use of the Free Access. To avoid doubt, Fees are payable if you choose to update your access and use a paid version of the Services.

4.4 We may make early access versions of the Services available to you from time to time. Where you have opted to access and use the Services on an early access basis (Early Access Service), then these Terms apply to your access and use of the Early Access Services, except as varied in this clause 4.

4.5 We will provide the Early Access Services to you for the time period and for the Fees specified when you opt in to the Early Access Services (Early Access Period).

4.6 The Early Access Service is provided to you on a early access (otherwise known as Beta) basis and accordingly you acknowledge that:

a. the Early Access Service may contain bugs, errors and features that are still under development;
b. we require access to your Images for the Narrative Select + Edit Services; and
c. we may restrict access to, delete or remove the Data at any time (including if you opt out of providing us consent to access to your Images for the Narrative Select + Edit Services).

4.7 In consideration for the right to use the Early Access Service during the Early Access Period, you agree:

a. that we can use the Data in accordance with clause 7 and you grant us the required licences in clause 9; and

b. to evaluate the Early Access Service and inform us of that evaluation, in such format and with such frequency as we reasonably request, including all problems, issues and ideas for improvement of which you become aware (Evaluation).

4.8 The Free Access is provided to you solely on an “as-is” basis, and to enable you to determine if the Services meets your requirements. The Early Access Service is also provided to you solely on an “as-is” basis to provide early access to features and to assist us with product development. Without limiting the first part of this clause, to the maximum extent permitted by law:

a. all conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded in relation to the Free Access and the Early Access Service; and

b. we will have no liability to you or any other person under or in connection with these Terms or relating to the Free Access or Early Access Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

4.9 Nothing in these Terms imposes any obligation:

a. on you, at the termination or expiry of the Free Access or the Early Access Period to sign up to the Services or any other service provided by us;

b. on us, at the termination or expiry of the Free Access  Period or the Early Access Period, to provide to you or any other person the Services or any other service; or

c. on us, to maintain any feature or part of the Free Access or the Early Access Service in any version of the Services or any other service.

5. PROVISION OF THE SERVICE

5.1 We will use reasonable efforts to provide the Services:

a. in accordance with these Terms and New Zealand law;

b. exercising reasonable care, skill and diligence; and

c. using suitably skilled, experienced and qualified personnel.

5.2 Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.

5.3 We may add, remove, modify or change the functionality or features of the Services at any time, and will use reasonable efforts to notify you by email or by posting a notice on the Website for material changes. To avoid doubt, if we exercise our right to remove, modify or change the functionality or features of the Services, you are not entitled to any refund, discount or other compensation.

5.4 Subject to clause 5.5, we must use reasonable efforts to ensure the Services are available on a 24/7 basis. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.

5.5 Through the use of web services and APIs, the Services interoperate with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

6. YOUR OBLIGATIONS

6.1 You and your personnel must:

a. use the Services in accordance with these Terms solely for:
i reviewing, editing, storing and sharing images for your own internal business purposes; and
ii lawful purposes; and

b. not resell or make available the Services to any third party, or otherwise commercially exploit the Services, including by copying or mimicking the Services in any way for any purpose.

6.2 When accessing the Services, you and your personnel must:

a. not impersonate another person or misrepresent authorisation to act on behalf of others or us;

b. correctly identify the sender of all electronic transmissions;

c. not attempt to undermine the security or integrity of the Underlying Systems;

d. not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services;

e. not attempt to view, access or copy any material or data other than:

i that which you are authorised to access; and

ii to the extent necessary for you to use the Services in accordance with these Terms; and

iii neither use the Services in a manner, nor transmit, input, store, publish or otherwise share any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading, including by uploading illegal or unlawful imagery.

6.3 A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.

6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Services, we are acting as your agent for the purposes of the Privacy Act 2020 (New Zealand) and any other applicable privacy law and as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.

7. DATA
7.1 You agree to grant us the right to:
a. access the Data solely to provide and support the Services under these Terms; and
b. to the extent that this is necessary but subject to clause 10, authorise a member or members of our personnel to access the Data for this purpose.

7.2 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 7.1.

7.3 You acknowledge and agree that:

a. we may:

i use Data and information about your use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and

ii use Analytical Data for our internal research, product development and services improvement purposes and to conduct statistical analysis and identify trends and insights; and

iii supply Analytical Data to third parties;

b. our rights under clause 7.3a above will survive termination or expiry of these Terms; and

c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

7.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Services, we are acting as your agent for the purposes of the Privacy Act 2020 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

7.5 While we will take standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto, or used by you on, the Services.

7.6 You agree that we may store Data (including any personal information) in secure servers worldwide, including in the United States and may access that Data (including any personal information) in the United States and New Zealand from time to time.

7.7 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:

a. any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights); or 

b. that the Data is Objectionable, incorrect or misleading, including where you have uploaded or stored illegal or unlawful imagery.

8. FEES

8.1 You must pay us the Fees (if any and as applicable).

8.2 In respect of Narrative Select + Edit and Narrative Publish,  we will charge your credit card account on or around the Start Date or the relevant anniversary of the Start Date.

8.3 In respect of Narrative Edit, you may either pay the Fees for each edit in real time, or you may purchase a number of credits for a bundle of edits in advance (Credits). If you have elected to pay the Fees in real time, you acknowledge and agree we will charge your credit card account at the time you purchase the edit(s). For the avoidance of doubt, where you have purchased Credits and your use of Narrative Edit exceeds the number of Credits you have available to you, you acknowledge and agree that we will charge your credit card account for the additional edit(s), at the time you purchase the images, or, where you have used Narrative Edit while offline, we will charge your credit card account for the additional edit(s), at the time you come back online.

8.4 The Fees exclude Sales Tax, which you must pay on taxable supplies if applicable, as set out in your invoice.

8.5 You must pay the Fees electronically in cleared funds without any set off or deduction.

8.6 We may increase the Fees by giving you at least 15 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Services at any time, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Services in accordance with this clause, you are deemed to have accepted the increased Fees.

9. INTELLECTUAL PROPERTY

9.1 Subject to clause 9.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

9.2 As between the parties, title to, and all Intellectual Property Rights in, the Data (including the Images) remains your property at all times.

9.3 Subject to the Data Processing Addendum attached to these Terms (if applicable), and in addition to our access rights set out at clause 7, you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, distribute and modify the Data (including the Images) solely to provide and support the Services. This means that we will never publish, distribute or otherwise exploit your Data (including your Images) for any commercial purpose (including marketing and advertising) except with your prior written consent or as expressly provided for in these Terms.

9.4 By using Narrative Select + Edit, you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to access, use, store, copy, distribute and modify your Images for the purpose of performing our obligations under these Terms. To avoid doubt, under the licence in this clause 9.4:

a. we may not access, use, publish or make your Images available except with your prior consent; and

b. we may not publish or make your Data available except as expressly provided for in these Terms.

9.5 By using Narrative Publish, you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to access, use, store, copy, publish and modify your Images for the purpose of performing our obligations under these Terms. To avoid doubt, under the licence in this clause 9.5, we may not publish or make your Data available except as expressly provided for in these Terms.

9.6 You must arrange all consents and approvals that are necessary for us to exercise our rights under clause 9.3, 9.4 and 9.5.

9.7 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

9.8 If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):

a. 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

b. we may use or disclose the feedback for any purpose.

9.9 You acknowledge that the Services may link to third party websites or feeds that are connected or relevant to the Services. Any link from the Services does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

10. CONFIDENTIALITY

10.1 Each party must, unless it has the prior written consent of the other party:

a. keep confidential at all times the Confidential Information of the other party;

b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

c. 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, clauses 10.1a and 10.1b.

10.2 The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:

a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

b. required by law (including under the rules of any stock exchange);

c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.

11. WARRANTIES

11.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

11.2 To the maximum extent permitted by law:

a. the Services are provided “as-is” and as available without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose;

b. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD$600.00; and

c. without limiting clauses 11.2a and 11.2b we make no representation concerning the quality of the Services and do not promise that the Services will:

i meet your requirements or be suitable for a particular purpose; or

ii be secure, free of viruses or other harmful code, uninterrupted or error free.

11.3 You agree and represent that you are acquiring the Services, and accepting these Terms, for the purpose of trade. The parties agree that:

a. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Services or these Terms; and

b. it is fair and reasonable that the parties are bound by this clause 11.3.

11.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

a. supplying the Services again; and/or

b. paying the costs of having the Services supplied again.

12. LIABILITY

12.1 To the maximum extent permitted by law:

a. you access and use the Narrative Software and/or Services at your own risk; and

b. we are not liable or responsible to you or any other person for any claim, damage, loss, liability and cost under or in connection with these Terms, the Narrative Software Services, or your access and use of (or inability to access or use) the Narrative Software and/or Service. This exclusion applies regardless of whether liability arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

12.2 To the maximum extent permitted by law and only to the extent clause 12.1 does not apply, our maximum aggregate liability under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed NZD$600. The cap in this clause 12.1 includes the cap set out in clause 11.2b.

12.3 Neither party is liable to the other under or in connection with these Terms or the Services for any:

a. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

b. consequential, indirect, incidental or special damage or loss of any kind.

12.4 Clauses 12.1 and 12.3 do not apply to limit our liability under or in connection with these Terms for:

a. personal injury or death;

b. fraud or wilful misconduct; or

c. a breach of clause 9.

12.5 Clause 12.3 does not apply to limit your liability:

a. to pay the Fees;

b. under the indemnity in clause 7.7; or

c. for those matters stated in clause 12.4a to 12.4c.

12.6 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

12.7 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.

13. TERM, TERMINATION AND SUSPENSION

13.1 Subject to clauses 4 and 14, and unless terminated under this clause 13, these Terms and your right to access and use the Services:

a. starts on the Start Date; and

b. continues for successive monthly or annual terms from the Start Date as nominated by you upon signing up, unless:

i we give at least 30 days’ notice that these Terms and your access to and use of the Services will terminate on the expiry of that notice; or

ii you suspend your access to the Services temporarily or you terminate your access to the Services permanently (by logging into your Narrative account and following the suspension or termination process), after which you may access and download your Data (including Images) in accordance with clause 13.7.

13.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Services if the other party:

a. breaches any material provision of these Terms and the breach is not:

i remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

ii capable of being remedied; or

b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

13.3 You may terminate these Terms and your right to access and use the Services in accordance with clauses 8.5 or 13.1bii.

13.4 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

13.5 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid. There will be no refunds or credits given for partial months or years of access to the Services remaining at the time of the termination of these Terms, no upgrade/downgrade refunds, and no refunds for time periods unused with an open account.

13.6 Except to the extent that a party has ongoing rights to use Confidential Information or Intellectual Property, following termination of these Terms but subject to clause 13.7:

a. you must promptly return to the other party or destroy all our Confidential Information that is in your possession or control; and

b. we must use best efforts to permanently delete your Data and Confidential Information.

13.7 At any time prior to 30 days after the date of suspension or termination, you may continue to access the Services to access or download your Data. You will not be charged Fees to access the Services during this time. During this time period, you may also request:

a. a copy of any Data stored using the Services, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or

b. deletion of the Data stored using the Services, in which case we must use reasonable efforts to promptly delete that Data.

To avoid doubt, we are not required to comply with clause 13.7a to the extent that you have previously requested deletion of the Data.

13.8 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

a. undermined, or attempted to undermine, the security or integrity of the Services or any Underlying Systems;

b. used, or attempted to use, the Services:

i for improper purposes; or

ii in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services;

c. transmitted, inputted, stored, published or otherwise shared 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

d. otherwise materially breached these Terms, including by failing to meet your payment obligations in clause 8.4.

14. ADDITIONAL TERMS APPLICABLE TO NARRATIVE EDIT 

14.1 Where you have access to Narrative Select + Edit, then these Terms apply to your access and use of Narrative Edit, except as varied in this clause 14.

14.2 Narrative Edit allows you to apply editing Styles to your images, either via a pre-generated Style, or by enabling you to create an editing style based off of your own photography and historic editing software settings, which can then be automatically applied to your Images using AI. In order to create your own Style, you are required to provide us with your Adobe Lightroom Catalogs (Catalogs).

14.3 You acknowledge that we are in no way affiliated with Adobe Lightroom or any other supported third party editing software, unless otherwise specified.

14.4 You acknowledge and agree that any Images you edit or upload when using Narrative Edit, including Images on which you apply your Style, will be stored by us and used for the ongoing training of the AI model which powers Narrative Edit. Upon termination of these Terms, your Images and style will be removed from our database, however you understand that your Images and Style will still have influenced the AI model, until the date the AI model is retrained. For the avoidance of doubt, we will not distribute or sell your Images, Style or Catalogs and this does not enable other users to access or use your Images, Style or Catalogs.

14.5 You agree you will not be entitled to any form of compensation for the use of your Images, Style or Catalogs in accordance with clause 14.4.

14.6 We agree to keep your Images, Catalogs and Style confidential, and to not share your Images, Catalogs and Style with any other party other than in accordance with these Terms or in accordance with clause 14.7, unless otherwise agreed between the parties,

14.7 We may allow you to share your Styles with other photographers using a personalised download link, or by some other method as advised to you by us from time to time. We will not be responsible for the use or distribution of your Style by a third party. 

15. ADDITIONAL TERMS APPLICABLE TO FREE VERSIONS OF THE SERVICES

15.1 Where you have opted to access and use a free version of the Narrative Services (Free Service), then these Terms apply to your access and use of the Free Services, except as varied in this clause 15.

15.2 We will provide the Free Services to you free of charge or otherwise in accordance with the pricing page on the Website at https://narrative.so/publish/pricing or https://narrative.so/select/pricing or https://narrative.so/edit/pricing. To avoid doubt, Fees are payable if you choose to upgrade to the other versions of the Services.

15.3 Any Free Services are provided to you solely on an “as-is” basis and, without limiting the first part of this clause 15.3, to the maximum extent permitted by law:

a. all conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded in relation to any Free Services; and

b. we will have no liability to you or any other person under or in connection with these Terms or relating to any Free Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

16. GENERAL

16.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

16.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

16.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

16.4 Subject to clause 7.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

16.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected].

16.6 These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Services.

16.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 7.7, 9, 10, 12, 13.4 to 13.8, 14, 15 and 16.6, continue in force.

16.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

16.9 Subject to clauses 2.1 and 8.6, any variation to these Terms must be in writing and signed by both parties.

16.10 These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 16.10.

16.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

DATA PROCESSING ADDENDUM

1. APPLICATION OF THIS ADDENDUM

1.1 This Data Processing Addendum (Addendum) applies if the Processing (as defined below) of Data (as defined in our Terms and Conditions at https://narrative.so/terms-and-conditions (Terms)) is governed by the GDPR (as defined below).

1.2 If this Addendum applies, this Addendum forms part of the Terms between us and you (as defined in the Terms) and sets out the parties’ agreement in relation to the processing of Data in accordance with the requirements of European Union data protection laws and regulations.

1.3 We are located in New Zealand, which the European Commission has determined provides adequate protection for the purposes of Article 45 of the GDPR. However, to provide you with additional assurance as to our data protection commitments, this Addendum also includes Standard Contractual Clauses (as defined below), which are pre-signed by us. If you would like to opt in to the Standard Contractual Clauses, please complete the necessary details, countersign the Standard Contractual Clauses, and return a counter-signed copy to us at [email protected].

1.4 Except as varied in this Addendum (including the Standard Contractual Clauses, if applicable) all terms and conditions set out in the Terms continue to apply.

2. INTERPRETATION

2.1 Unless the context requires otherwise:

a. capitalised terms used, but not defined, in this Addendum will have the meanings given to them in the GDPR (or, if not defined in the GDPR, the Terms);

b. the rules of interpretation set out in the Terms apply to this Addendum; and

c. references to clauses are references to the clauses in this Addendum.

2.2 In this Addendum:

Applicable Data Protection Laws means EU Data Protection Laws and any applicable data protection or privacy laws of any other country

EEA means the European Economic Area

EU Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, the EEA and their member states and (if the United Kingdom ceases to be a member state) the United Kingdom, that apply to the Processing of Data under the Terms, including (where applicable) the GDPR

GDPR means the European Union General Data Protection Regulation 2016/679

Instruction means the instructions set out in clause 3.3 or agreed under clause 3.4

Personal Data means all Data which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws)

Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. Process has a consistent meaning

Standard Contractual Clauses means the standard contractual clauses set out in Schedule 3, as may be amended under clause 12.1.

Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Terms

2.3 If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:

a. the Standard Contractual Clauses;

b. this Addendum; and

c. the Terms.

3. PROCESSING OF PERSONAL DATA

3.1 With respect to the Processing of Personal Data under the Terms:

a. you act as the Data Controller;

b. we act as the Data Processor; and

c. subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.

3.2 We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including all EU Data Protection Laws that apply to Data Processors.

3.3 You must, when using the Services, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including all EU Data Protection Laws that apply to Data Controllers.

3.4 You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:

a. as reasonably necessary to provide the Services in accordance with the Terms;

b. as initiated through the use of the Services by you, your Personnel and other end users you allow to use the Services; and

c. to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Terms and this Addendum.

3.5 This Addendum and the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any additional or alternate instructions must be agreed between us and you separately in writing.

3.6 We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.

3.7 As required by article 28(3) of the GDPR (and, if applicable, equivalent requirements of other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of the GDPR (and applicable equivalent requirements of other Applicable Data Protection Laws).

3.8 The duration of Processing is limited to the duration of the Terms. Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum.

3.9 You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws. It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum.

3.10 If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.

4. DATA SUBJECT REQUESTS

4.1 To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).

4.2 Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.

4.3 To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs arising from this assistance.

4.4 We will not respond to a Data Subject Request except on your written request or if required by applicable law.

5. OUR PERSONNEL

5.1 We will:

a. take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;

b. ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms;

c. ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and

d. ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.

5.2 We have appointed a data protection officer who can be contacted at [email protected].

6. SUBPROCESSESORS

6.1 You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Services.

6.2 We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, as applicable to the nature of the services provided by that Sub-Processor.

6.3 You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).

6.4 A list of current Sub-Processors for the Services as at [date] is set out in Schedule 2. We may update the list of Sub-Processors from time to time and we will update the Terms as soon as reasonably practicable. 

6.5 We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Services. Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control. In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable.

6.6 If you object to any new Sub-Processor, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Services without penalty on written notice, provided (in the case of a new Sub-Processor notified under clause 6.4) your notice of termination is received by us before the effective date of our notice under clause 6.4 or (in the case of a new Sub-Processor notified under clause 6.5) your notice of termination is received by us within 30 days of our notice of the new Sub-Processor. If you do not terminate these Terms and your right to access and use the Services in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.

6.7 We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.

7. SECURITY

We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data, in accordance with Appendix 2 of the Standard Contractual Clauses.

8. SECURITY BREACH MANAGEMENT

8.1 We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).

8.2 We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.

9. AUDIT AND COMPLIANCE

Upon your written request, we will, at your cost, submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR).

10. DATA PROTECTION IMPACT ASSESSMENT

Upon your written request, we will, at your cost, provide you with reasonable assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment relating to your use of the Services, to the extent you do not otherwise have access to the relevant information.

11. RETURN AND DELETION OF PERSONAL DATA

11.1 Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.

11.2 Subject to clause 11.3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:

a. return a complete copy of all Personal Data by secure file transfer in a common format; and

b. delete all other copies of Personal Data Processed by us or any Sub-Processor.

11.3 We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose.

11.4 If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:

a. come as close as possible to a complete and permanent deletion of the Personal Data;

b. fully and effectively anonymise the remaining data; and

c. make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.

12. CHANGES IN DATA PROTECTION LAWS

12.1 We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum (including to the Standard Contractual Clauses), which we consider (acting reasonably) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law.

12.2 If you object to any variation under clause 12.1, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Services without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate these Terms and your right to access and use the Services in accordance with this clause, you are deemed to have agreed to the variation.

13. LIMITATION OF LIABILITY

The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together.

14. GENERAL

If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.

SCHEDULE 1

DETAILS OF PROCESSING

Nature and Purpose of Processing

We will Process Personal Data as necessary to provide the Services in accordance with the Terms, as further specified in our online documentation relating to the Services, and as further instructed by you and your Personnel and other end users you allow to use the Services.

Duration of Processing

Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing.

Categories of Data Subjects

You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:

a. our customers who are photographers, publishers or editors

b. our customers’ clients who are natural persons, include people who they photograph

c. any other person who you invite to view or access the Services when you share their personal information with us.

Type of Data

You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:

a. first and last name

b. contact information (company, email, phone, physical business and billing addresses)

c. financial or billing information

d. photographs and their correlating metadata

e. information about the device you are using to access the Services.

SCHEDULE 2

LIST OF SUB-PROCESSORS AS AT 8 February 2024.

Sub-processor, Location, Purpose, Policy pages

AWS Amazon, USA, Data hosting, Privacy Policy

Cloudflare, USA, CDN, Privacy Policy

Github, USA, Software repository, Privacy Policy

Slack, Ireland, Team communication platform, Privacy Policy

Google Suite, USA, Cloud services and digital marketing, Privacy Policy

Notion, USA, Internal documents, Privacy Policy

Baremetrics, USA, CRM and financial reporting for company and users, Privacy Policy

Intercom, USA, Customer support and CRM, Privacy Policy

Stripe, USA, Billing, payments, subscription management and CRM, Privacy Policy

First Promoter, USA, Affiliate and referral management and CRM, Privacy Policy

Tapfiliate, The Netherlands, Affiliate and referral management and CRM, Privacy Policy

Kickofflabs, USA, Affiliate and referral management and CRM, Privacy Policy

Survicate, Poland, User surveys, Privacy Policy

Clickup, USA, Internal planning, Privacy Policy

Typeform, Spain, User surveys, Privacy Policy

Datadog, USA, Security, Privacy Policy

Saleshandy, USA, EDM, Privacy Policy

Sentry, USA, Application monitoring platform, Privacy Policy

CircleCI, USA, Continuous integration, Privacy Policy

Inspectlet, USA, Website analytics, Privacy Policy

Facebook Business, USA, Digital marketing, Privacy Policy

Coda.io, USA, internal workflow management, Privacy Policy

Microsoft 365, USA, work platform, Privacy Policy

Payoneer, USA, payment platform, Privacy Policy

Paypal, USA, payment platform, Privacy Policy

Wise, United Kingdom, payment platform, Privacy Policy

Approval Max, United Kingdom, invoice approvals, Privacy Policy

Dropbox, USA, document management, Privacy Policy

VWO, Germany, website visitor tracking, Privacy Policy

ActiveCampaign, USA, customer relationship management platform, Privacy Policy

SCHEDULE 3

DETAILS OF PROCESSING STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

We are located in New Zealand, which the European Commission has determined adequate protection within the meaning of Article 45 of the GDPR. However, to provide you with additional assurance as to our data protection commitments, this Addendum also includes Standard Contractual Clauses, which are pre-signed by us. If you would like to opt in to the Standard Contractual Clauses, please download and complete the necessary details, countersign the Standard Contractual Clauses here , and return a counter-signed copy to us at [email protected].

AFFILIATE TERMS

This is a legal agreement between you and (if applicable) the company you represent (collectively, “Affiliate” or “you”, “your” etc.) and Software Limited. (“Narrative” or “we”, “us”, “our”, etc.). By agreeing to participate in our affiliate program, displaying or otherwise using our affiliate referral link, you are agreeing that you have read and understand the terms and conditions of this agreement and that you unconditionally agree to be legally bound by all of the terms and conditions contained herein. In addition to the Affiliate Terms (as defined below), you also agree to our Terms & Conditions and Privacy Policy. If you do not unconditionally agree to all of these terms and conditions, you cannot participate in our affiliate program.

Definitions

Activated User: means a user of the Narrative products and services who signs into the Narrative software and creates a project.

Affiliate Policies: Those policies, guidelines and rules applicable to affiliates and which we make available to you through the Program Portal, or that we may otherwise make available to you, as updated by us from time to time.

Affiliate Program: Our marketing affiliate program described in the Affiliate Terms and on the Program Portal.

Affiliate Terms: means these terms titled affiliate terms.

Commission: An amount described on the Program Portal (payable in accordance with clause 6).

Licensed Materials: Has the meaning set out in clause 10.1.

Program Portal: your Ambassador Dashboard’ which you access via our site.

Referral Link: The unique URL code or referral code that we provide to you to place on your site or to promote through other channels.

Term: means the length of time you are engaged by us under these Affiliate Terms.

User: An authorised User of Narrative products and services.

1. Overview

1.1 The Affiliate Terms contains the complete terms and conditions that apply to your participation in Narrative's Affiliate Program.

1.2 In addition to the terms and conditions of the Affiliate Terms, you also will also comply with the Affiliate Program policies, guidelines and rules set out on the Program Portal.

1.3 If you are an individual, you must be 18 years or older to participate in our Affiliate Program; if you are under 18 years old, you are not authorised to participate in our Affiliate Program and you have no right to (and shall not) receive any Commission hereunder.

1.4 The Affiliate Terms create an exclusive relationship between you and us, and you may not, during the Term, enter into any arrangement with any competitor AI editing or photo selection platform/entity to provide the same or similar services as the services provided by you in the Affiliate Program, without our prior written agreement.

2. Affiliate Obligations

2.1 Narrative holds the right to re-evaluate your status as an affiliate in the Affiliate Program at any time. We may cancel your status as an affiliate if we determine that your site or other applications or offerings are unsuitable for our Affiliate Program or breach our Affiliate Policies, including, without limitation, if any of the foregoing:

2.1.1. Promotes sexually explicit materials;

2.1.2. Promotes violence or terror;

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

2.1.4. Promotes illegal activities;

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or violate the law;

2.1.6. Includes "Narrative" or variations or misspellings thereof in its name;

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;

2.1.8. Contains software downloads that potentially enable diversions of Commission from other affiliates in our Affiliate Program; or

2.1.9. Has been created or designed, explicitly or implicitly, in a manner which resembles our website or other offerings or which leads customers to believe you are Narrative or any other affiliated business.

2.2 In order for us to accurately keep track of all guest visits from your site to ours, you must use the Referral Links.

2.3 Narrative reserves the right, at any time, to review your use and placement of the Referral Link(s) we have provided to you and require you to change the use or placement in order to comply with our Affiliate Policies.

2.4 The maintenance and the updating of your site will be your responsibility. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible and will fully indemnify us in accordance with clause 13) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2.5 You must participate in any on-boarding and training we make available to you as part of our Affiliate Program. Any on-boarding and training resources we make available to you will be free of charge.

3. Narrative’s Rights

3.1 We have the right to monitor your site at any time to determine if you are complying with the terms and conditions of the Affiliate Terms and our Affiliate Policies. We may notify you of any changes to your site that in our opinion are required in order to comply with the Affiliate Terms and our Affiliate Policies. If you do not make the changes to your site that are notified by us, we reserve the right to terminate the Affiliate Terms and your participation in our Affiliate Program with immediate effect by giving you written notice.

3.2 Narrative reserves the right to terminate the Affiliate Terms and your participation in our Affiliate Program with immediate effect by giving you written notice should you commit fraud, misrepresentation or other abuse in your participation in our Affiliate Program or otherwise breach the Affiliate Terms. If such fraud, misrepresentation or abuse is detected, Narrative shall not be liable to you for any Commission otherwise owing as at the effective date of termination.

3.3 Narrative reserves the right to publicise the broad nature of our relationship with Affiliate’s, including by identifying and promoting you as an Affiliate. You acknowledge and agree that we may create promotional and marketing materials using your images, including images made publicly available by you (such as via social media).

3.4 Where applicable, you acknowledge that being accepted as an Affiliate does not guarantee that we will launch your Style on the Narrative Software. In our sole discretion, we may choose not to launch any Affiliate’s Style and this decision will be final.

4. Term and Termination

4.1 The Affiliate Terms will commence upon completion by you of the sign-up process at or, if earlier, your first use, display or copying of our Referral Link, and will continue until terminated in accordance with its terms.

4.2 Either you or we may terminate the Affiliate Terms at any time, with or without cause, by giving the other party written notice.

4.3 Termination of the Affiliate Terms will not affect our obligation to pay you a Commission for any new user who clicks on a Referral Link made available by you and who becomes a Narrative User prior to the effective date of termination of the Affiliate Terms. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after termination of the Affiliate Terms.

4.4 Upon termination of the Affiliate Terms you may no longer participate in the Affiliate Programme and you must discontinue all use of Referral Links that have been provided to you.

4.5 If your account is “inactive” and the balance is equal to or less than $25 then we may close your account and the Affiliate Terms will terminate automatically. An affiliate account will be considered “inactive” if the account has not been logged in to, and no transactions have been posted to that account, for a period of six consecutive months. If your account becomes “inactive” and has a balance in excess of $25 then we may assess a $25 fee once per calendar month, until the account balance is reduced to zero, at which point we may close your account. At no time will you ever owe monies to Narrative based on inactivity, instead your account will simply be closed.

5. Updates

5.1 We may update or replace any of the terms and conditions of the Affiliate Terms at any time at our sole discretion. If we update or replace any of the terms and conditions we will let you know by email. Updates may include, but are not limited to, changes in the Commission and payment terms set out in clause 6 and clause 7. If any update or replacement is unacceptable to you, your only option is to terminate the Affiliate Terms in accordance with clause 4.2. Your continued participation in our Affiliate Program following your receipt of email notification of the update or replacement (and after we have posted the updated or replacement terms on our site) will indicate your agreement to those changes.

6. Affiliate Commission

6.1 Your Commission will be as described on your 'Ambassador Dashboard’.  

6.2 We will pay you a Commission for each new User (i.e., a User who is not a pre-existing User, or has not previously been a User, of any Narrative products or services) who signs up on a monthly or yearly plan for a Narrative product after clicking on a Referral Link made available by you, subject to the terms of the Affiliate Terms. You will only receive a Commission payment in relation to the initial sign up by that User, regardless of any additional Narrative products or services that the User may sign up to or purchase subsequently.

6.3 If a User signs up on a plan for a Narrative product after clicking on a Referral Link made available by you, and the User then becomes an Activated User within the same calendar month, you will be paid the full amount of the Commission in relation to that User at the beginning of the next calendar month.

6.5 No further Commission will be paid to you in relation to a User (whether that User is on a yearly plan or a monthly plan) if that User continues to use the relevant Narrative product beyond the end of that initial 12 month use period.

6.6 No Commission applies during any Free Access or Early Access Period and Commission will only be paid, subject to the Affiliate Terms, when Users are converted to Activated Users of the Services.

6.7 Narrative will only consider leads connected to your Referral Links for up to 90 days. If an Affiliate does not convert a lead to a User after 90 days, that lead is no longer eligible to be considered for Commission.

7. Payment Terms

7.1 In order to receive payment of Commission due under the Affiliate Terms you must: (a) complete all steps necessary to create your account in the ‘Ambassador Dashboard’ in accordance with our directions (including providing us with the correct payment details requested); (b) keep your account contact and payment information up to date; and (c) otherwise provide us with all information we may reasonably request to comply with tax or other laws or regulations.

7.2 We will pay you your Commission at the beginning of each month to the payment details requested.

7.3 To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your account and providing us all information we may reasonably request to comply with tax or other laws or regulations. You are responsible for any charges assessed by your bank or payment provider. You are responsible for all taxes relating to the Affiliate Terms, except taxes on our net income.

7.4 You are not eligible to receive Commission from us if the relevant Commission payment has been obtained by fraudulent means, misuse of the Referral Link or in violation of any Affiliate Policies, as determined by us in our sole discretion. In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Affiliate Terms against any fees you owe us for any reason, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods.

7.5 If you dispute any payment made or withheld relating to the Affiliate Terms, you must notify us in writing within 30 days of any such payment. If you do not notify us within such 30 day period any claim relating to the disputed payment is waived.

8. Promotion Restrictions

8.1 In connection with your activities under the Affiliate Terms you will: (a) comply, with all applicable laws (including, without limitation, the Fair Trading Act 1986 and the Unsolicited Electronic Messages Act 2007), governmental regulations and judicial administrative orders, and (b) not engage in any unlawful, unfair, deceptive or abusive marketing practices, or any activity that otherwise may be detrimental to us or our Users as determined by us in our sole discretion. Such practices include, without limitation, spamming or other unsolicited commercial email, posting or marketing to non-commercial groups, boards, forums or social networks, or advertising in any way that conceals or misrepresents your identity, your domain name, or your return email address. At all times, you must clearly represent yourself and your web sites as independent from Narrative. If it comes to our attention that you are engaging in any such practices, we will consider that cause for immediate termination of the Affiliate Terms and your participation in our Affiliate Program.

8.2 You must: (a) comply with all “opt-out”, “unsubscribe” and “do not send” requests sent to you by Users, and (b) establish and maintain appropriate systems and procedures to effect any “opt out”, “unsubscribe” or "do not send" request.

8.3 You shall not bid in your advertising campaigns on keywords such as Narrative, narrative.so, www.narrative, www.narrative.so, and/or any misspellings or similar alterations of these terms (separately or in combination with other keywords). Further, you shall not transmit any so-called “interstitials,” “Parasitic Marketing,” “Shopping Assistance Applications,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” or any similar tools, programs or applications from the time the User clicks on a qualifying Referral Link until such time as the User has fully exited Narrative's site. The foregoing restricted activities shall include, without limitation, any application, tool or code that (a) causes the overwriting tracking cookies through any means other than a customer initiated click on a qualifying Referral Link on a web page or email; (b) intercepts searches to redirect traffic through installed software or otherwise (e.g., causing pop-ups, Commission tracking cookies to be put in place, or other Commission tracking cookies to be overwritten or the like); (c) sets Commission tracking cookies through loading of the Narrative site in iframes, hidden links or automatic pop ups; (d) targets text on web sites, other than those web sites 100% owned by you for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners, other than those that are on web sites 100% owned by you. Any pending balances owed to you will not be paid if your account is terminated due to any of the practices described in this Section 9.

8.4 You must comply with all restrictions regarding how to share the Referral Link including the following:

8.4.1 You may only advertise Referral Link that are provided to you through our Affiliate Program.

8.4.2 Posting any information about how to work around the requirements of a Referral Link (ie first time customers only) will result in removal from our Affiliate Program.

8.4.3 Referral Links must be displayed in their entirety with the full offer, valid expiration date and code.

8.4.4 You must not use any technology that covers up the Referral Link and generates the affiliate click by revealing the code(s).

8.4.5 You must not advertise Referral Link obtained from any non-affiliate marketing channel, including Referral Link from our email, paid search or any other non-affiliate advertising campaigns.

8.4.6 You must not give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have a promotion, you may not turn this into an offer that infers that the User must click from your site to get this deal.

8.5 Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. Narrative holds the right to remove you from our Affiliate Program or alternatively provide a list of changes that need to be made to your website to remain an affiliate.

9. Grant of Licenses

9.1 We grant to you a non-exclusive, non-transferable, revocable right to (a) access our site through HTML links solely in accordance with the terms of the Affiliate Terms and (b) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you in direct connection with the Affiliate Program and the Affiliate Terms, provided that you comply with all brand guidelines and other usage guidelines set out on the Programme Portal or as may be notified by us to you from time to time. You agree that your use of our Licensed Materials will be on behalf of Narrative and the good will associated therewith will inure to the sole benefit of Narrative. You grant us a non-exclusive, royalty-free right to use and display your name and trademarks to identify you as a participant in our Affiliate Program and for other marketing purposes (e.g., case studies, success stories, white papers and the like).

9.2 Each party agrees not to use the other party's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by the respective licences. Other than the licences granted in the Affiliate Terms, each party retains all right, title, and interest to its respective proprietary materials and no right, title, or interest in a party’s proprietary materials is transferred to the other.

10. Disclaimer

Narrative makes no express or implied representations or warranties regarding Narrative's web site or applications or the products or services provided therein or any other subject matter of this agreement, and Narrative hereby fully disclaims and any and all warranties, including the warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, we make no representation regarding the results of your participation in our Affiliate Program or that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

11. Representations and Warranties

You represent and warrant that: (a) the Affiliate Terms has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (b) you have the full right, power, and authority to enter into and be bound by the terms and conditions of the Affiliate Terms and to perform your obligations under the Affiliate Terms, without the approval or consent of any other party; and (c) you own or have sufficient right, title, and interest in and to use, and to grant to us our right to use, your name and trademarks and any other provided materials under the Affiliate Terms.

12. Limitations of Liability

We will not be liable with respect to any subject matter of the Affiliate Terms under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in the Affiliate Terms, in no event shall Narrative's cumulative liability arising out of or relating to the Affiliate Terms, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total aggregate Commission paid to you under the Affiliate Terms in the preceding six month period.

13. Indemnification

You hereby agree to indemnify and hold harmless Narrative, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") arising out of or relating to your activities in connection with the Affiliate Terms or your participation in our Affiliate Program, including, without limitation, any Losses relating to (i) any claim that our use of your trademarks or other provided materials infringes on any intellectual property or proprietary right of any third party, (ii) any misrepresentation, fraud, abuse, negligence or breach of the Affiliate Terms by you, or (iii) any claim relating to your site, products or services.

14. Miscellaneous

You agree that you are an independent contractor, and nothing in the Affiliate Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Narrative. Written notices given under the Affiliate Terms can be in the form of mail or email. You will have no authority to make or accept any offers or representations on our behalf and you will not make any statement that implies anything to the contrary. Neither party may assign its rights or obligations under the Affiliate Terms to any party, except that we may assign the Affiliate Terms to a successor to all or substantially all of our assets or business. The Affiliate Terms shall be governed by and interpreted in accordance with the laws of New Zealand and subject to the exclusive jurisdiction of the courts of New Zealand without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of the Affiliate Terms unless in writing and signed by both parties. The Affiliate Terms represent the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. The headings and titles contained in the Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms of the Affiliate Terms. If any provision of the Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.