Terms and Conditions
END-USER LICENCE AGREEMENT
LAST UPDATED: 25 JANUARY 2018
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE BEFORE INSTALLING, LOADING OR USING THE SOFTWARE OR ANY NARRATIVE SERVICES. BY ACCESSING, INSTALLING, DOWNLOADING OR USING THE SOFTWARE YOU WILL BE DEEMED TO HAVE READ AND UNDERSTOOD AND TO HAVE ACCEPTED ALL THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENCE, PLEASE EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY. THIS LICENCE IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE NARRATIVE SOFTWARE AND ON WHOSE BEHALF IT IS USED.
1. GRANT OF LICENCE
1.1 Licence: Software Limited, trading as Narrative (“ Narrative”) grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited, revocable, licence (“ Licence”) to use the Software and any related documentation (“Documentation”), together with any incidental features or services provided by Narrative in connection with such Software (such Software, Documentation and services collectively being referred to as the " Services"), in each case, solely and strictly in accordance with the provisions of this Licence.
1.2 Restrictions: You may install and use the Software, in executable object code form only, on devices owned or leased by you, in accordance with any Documentation that accompanies it, provided that:
(a) you comply with the terms of your Subscription (including, without limitation, the storage limits and Subscription restrictions set out in clause 5.1);
(b) you are over 18 years old;
(c) you only use the Software in a manner that complies with the law that applies in the jurisdiction in which you use the Software;
(d) all copyright notices are maintained on the Software and Documentation;
(e) you do not, and do not permit any third party to, make any copies of the Software in any form; and
(f) you only use the Software for your own personal use and you do not sell, lease, rent, assign, license, share, host, disclose, perform, broadcast, distribute, or otherwise transfer or make available the Software or any copy thereof, in whole or in part and in any form, to any third parties whether in the operation of a service bureau arrangement or otherwise for the benefit of any other person or entity.
1.4 Additional Terms: We may require users to agree to additional terms, policies, guidelines, or other conditions of use (collectively, “ Additional Terms”) in order to use particular products, services, and/or features, to license particular products available through the Services, and/or to receive or use some Services that we may offer from time to time. If there is any conflict between Additional Terms and this Licence, the Additional Terms will supplement or amend this Licence, but only with respect to the matters governed by the Additional Terms.
1.5 Trial Licence: If you registered for a trial use of the Software or any Beta Software (a " Trial Licence") for a defined period of time (a “ Trial Period”), you must decide whether to purchase a full version of the Software within the Trial Period in order to retain any User Content that you uploaded, published, or entered into the Software or created within the Software or otherwise provided to us during or in connection with the Trial Period. If you do not purchase a full version of the Software prior to the termination or expiry of the Trail Period, any User Content added or created during the Trial Period using the Software will be dealt with by Narrative in accordance with clause 10.4 of this Licence (which may lead to you being unable to access or retrieve such User Content). Narrative is not responsible for any losses or liabilities, costs or expenses incurred by any person or entity as a result of such loss of such User Content.
1.6 Usage in Beta Software and Trial Period: Beta Software and any other Software licensed for any Trial Period (and associated Services) are still in development and Narrative does not guarantee that the operation thereof will be uninterrupted or error-free. The Software, Documentation, Services and any updates to the same may contain errors and are provided for assessment purposes only. Use of any Beta Software or other Software licensed under a Trial Licence is entirely at your own risk. You waive all claims against Narrative arising from your use of Beta Software or any other Services during any Trial Period.
2. USING THE SOFTWARE
2.1 Logins and Accounts: Using the Services may require a login and password. With respect to any such registration, Narrative may refuse to grant a user permission to register for any reason, at our sole discretion. You must not interfere with any security measures in relation to the Services and must not share any associated passwords with third parties, other than with Narrative. You are fully responsible for all interaction with the Services that occurs in connection with your account. If you have any reason to believe that any unauthorized use of your username or password, or any other breach of security related to your account has occurred, you agree to immediately notify Narrative at the Narrative email address specified below.
2.2 Changes to Services: Narrative reserves the right to make changes to the Services at any time, at our sole discretion, with or without notice or to limit the availability of the Services, in whole or in part, to any person, geographic area, or jurisdiction, from time to time at our sole discretion. You agree that we are not liable to you or to any third party in any way for any modification, suspension, or discontinuance of all or some of the Services. Where any Service is discontinued in full, Narrative may, but shall be under no obligation to, provide to you with a refund of any portion of Licence Fees actually paid by you for the discontinued Service which relate to the period following the discontinuation date.
2.3 Registered Domains: Posts may only be uploaded to, and made available on, the domain that you have registered with Narrative. For example, if you have registered the website www.narrative.so with Narrative, then your Post will only be visible when the relevant CSS code injection is posted on this domain or any subdomain of this domain (and will not be visible on any other domain).
2.4 Access outside New Zealand: Narrative makes no claims concerning whether the Services, Intellectual Property, or any User Content may be downloaded, viewed, or be appropriate for use outside of the New Zealand. If you access the Services, Intellectual Property, or any User Content from outside New Zealand, you do so at your own risk. Whether inside or outside New Zealand, you are solely responsible for ensuring compliance with the laws and regulations of your specific jurisdiction.
2.5 Export Regulations: The Services delivered under this Licence are subject to New Zealand export control laws and may be subject to export or import regulations in other countries. Unless prior authorization is obtained from the respective regulatory authority, you shall not export, re-export, directly or indirectly (including, without limitation, by permitting the Software or Documentation to be downloaded), all or any part of the Services, or export, directly or indirectly, any direct product of such Services, to any person, destination or country to which the export, re-export, or release of the Services, or such direct product is prohibited. Any software export classification made by Narrative shall not be construed as a representation or warranty regarding the proper export classification for such software or whether an export license or other documentation is required for the exportation of such software.
3. Intellectual property
3.1 Ownership: You acknowledge that all intellectual property rights (both current and future) in the Services, Software and Documentation (including but not limited to all source and object code, screen displays, designs, associated packaging and documentation, text, graphics, animation, images, video, audio files, information, button icons, and other content (and the compilation, arrangement and assembly thereof), trade names or trade marks, logos, copyright, patents, confidential information and trade secrets (whether or not registered)) (“ Intellectual Property”) are the sole property of Narrative or its licensors.
3.2 Your use of the Services, Software and Documentation will not create, nor will you represent you have, any rights of ownership in or to the Intellectual Property or the intellectual property rights of any third party. You will not during the term of, or at any time after the termination of, this Licence contravene these rights or in any way question or dispute the ownership by Narrative or its licensors of any such right. All developments in the Intellectual Property, Services, Software and the Documentation, howsoever occurring will immediately vest in Narrative.
3.3 Non-disclosure: All information, data, drawings, specifications, documentation, Software, listings, procedures and source or object code which Narrative makes available to you relating to the Services are proprietary and confidential. You will not disclose such information to any third party without Narrative's prior written consent.
3.4 Infringement: You shall not at any time, including after the expiry or termination of this Licence do or permit any act which infringes Narrative"s rights in the Intellectual Property. You acknowledge that unauthorised use of the Intellectual Property, Software, Documentation or Services may cause irreparable harm to Narrative.
4. YOUR CONTENT AND DESIGNS
4.1 User Content: The Services provide you with facilities designed to enable the creation and sharing of content, including but not limited to photos, data, text, files, software, sound, videos, graphics, artwork, ideas, opinions, and comments (collectively, “ User Content”) with others.
4.2 Ownership: You or your third-party licensors (as applicable) retain all intellectual property rights in and to your User Content, provided that Narrative will retain ownership of any template or layout, provided by, or used to arrange your User Content within, the Services.
4.3 Warranties: You represent and warrant that:
(a) you own all User Content which is provided to us through the Services or otherwise have the right to use, and to authorise Narrative to use, such User Content in the manner contemplated under this Licence (and have the authorisation of all identifiable individuals who appear in the User Content to use their likeness in such manner);
(b) the use and disclosure of your User Content in the manner contemplated by the Services does not violate any law, contract or the privacy rights or intellectual property rights of any third party; and
(c) you have the right to grant us the license set out in clause 4.4 below.
You agree to provide to us, upon request, at your sole cost and expense copies of all documentation, consents, releases, and/or permissions evidencing such consent, ownership or licence rights.
4.4 Licence: You grant us, and our third party service providers involved in the performance of the Services, a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license, with right of sublicense, to use, reproduce, distribute, create derivative works of and publicly display all User Content in connection with the performance of the Services, for marketing purposes on the Narrative website, and the other activities contemplated under this Licence, including without limitation, inclusion of such User Content in a "featured blog" on the Narrative website or other marketing materials, the production or provision of any product or service you request, or to show you how your User Content might appear, through the Services. Copies of your User Content may persist in backup files which Narrative maintains, but will not be made available to others. Our use, disclosure, storage and processing of User Content which contains personal information is also subject to clause 1.3.
4.5 Responsibility for User Content: You are solely responsible for your User Content. User Content shared to a website via a Post or as a featured Post on the Narrative website may be available publicly and we are not liable for the unlawful disclosure, destruction, copying or other use of that User Content by any third party. Narrative is not responsible for any User Content provided or used in connection with the Services or any liability, loss, cost or expense arising from anyone's reliance on its quality, accuracy, or reliability.
4.6 Restrictions on User Content: You will not:
(a) post, transmit, or otherwise make available through or in connection with the Services (i) anything that is or may be threatening, or designed to cause emotional distress, defamatory, fraudulent, in breach of any law, obscene, indecent, or otherwise objectionable or in breach of any third party rights of privacy or intellectual property rights; or (ii) confidential or proprietary information or trade secrets; or
(b) use the Services to post, transmit, or otherwise make available any unsolicited electronic messages, advertising or other promotional materials or form of solicitation.
4.7 Ideas, Feedback and Suggestions: By submitting an idea, feedback or suggestion to us regarding the Services you grant us an irrevocable and unrestricted licence to make, use, sell, have made, modify, reproduce, transmit, display, and distribute and publicly perform that idea, feedback or suggestion for any purpose whatsoever, with no payment or other compensation to you.
4.8 Appearance of User Content: You acknowledge that your User Content may appear differently on different devices or in different formats.
5. RESTRICTIONS ON USE
5.1 Storage Limits and Subscription Restrictions: Where the Services involve Narrative hosting or storing any User Content, the storage limitations and Subscription restrictions set out in this clause 5.1 will apply:
(a) each Post published to a webpage through the Software is limited to a maximum size of 100mb, including all User Content published in the Post. Without prejudice to Narrative"s other rights and remedies set out in this Licence, if a Post exceeds this size, Narrative may at its sole discretion disable the Post and make it inaccessible to web page users. Narrative will use reasonable endeavours to notify you where this action is taken.
(b) each Post published to a webpage is limited to a maximum of 100,000 page loads (including all page loads of that Post through the registered domain and any sub-domain). Without prejudice to Narrative"s other rights and remedies set out in this Licence, Narrative may at its sole discretion disable any Post and make it inaccessible to web page users on and from the time at which the number of page loads for that Post reaches 100,000 (and, thereafter, you may not re-post that Post to that same web page (or to any other web page)). Narrative will use reasonable endeavours to notify you where this action is taken.
(c) The number of active Posts that you are permitted to have running on web pages at any one time is defined by the Subscription that you have purchased. Without prejudice to Narrative"s other rights and remedies set out in this Licence, once you reach the maximum number of active Posts associated with your Subscription, you may not be able to publish any additional Posts without first removing a then-current active Post. Narrative will use reasonable endeavours to notify you where this action has been taken.
(d) If you require an extension to the storage limits or Subscription restrictions that apply to your Subscription, please contact us. We do not guarantee that additional limits will be able to be provided, but we will use reasonable efforts to consider your request.
5.2 Restrictions: You will not (and will not allow any third party) at any time to:
(a) copy, reproduce, translate, adapt, disassemble, decompile, reverse engineer, or otherwise vary or modify the Software, or permit any third party to do so, except as is expressly permitted under this Licence;
(b) harvest or collect personal information about other users of the Services without such other users' consent;
(c) remove any proprietary labels or notices from the Software, Documentation or Services or any portion thereof (if any);
(d) publish, display, disclose, rent, lease, modify, loan, distribute or create derivative works based on the Software or any part thereof;
(e) provide a chargeable service to photographers (or any other client) that uses the Services to create a product;
(f) upload, post, or transmit to the Services any virus, worm, Trojan horse or other harmful or invasive computer code, file, or program or any other code which may or is intended to damage the operation of any hardware or software;
(g) modify, copy, frame, scrape, rent, lease, loan, sell, transfer any right in, assign, market, advertise, distribute, or create derivative works based (whether in whole or in part) on the Services or the Intellectual Property, in whole or in part; or
(h) otherwise attempt or execute any unauthorized access to any other Narrative systems.
6. FEES AND PAYMENT
6.1 Fees: The fees payable by you for the Services are those in effect from time to time in respect of the applicable Subscription(s) as at the date of purchase, plus applicable taxes (the " Fees"). The current Fees applicable for each Subscription are available at www.buy.narrative.so
6.2 Changes to Fees: Fees may change from time to time and Narrative will notify you of any such changes in advance of any renewal by you of an existing Subscription, or the entry by you into a new Subscription.
6.3 Discounts: Narrative may, at its sole discretion, offer discounted payment plans for longer term Subscriptions.
6.4 Payment: Payment must be made in full in advance of the applicable Subscription period by one of the following payment methods: valid credit or debit card or other payment option approved by Narrative in writing. All Fees will be invoiced, and payments made, in US Dollars.
6.5 When you subscribe to any Service that requires a Fee, your registered payment method will be charged for the applicable Subscription for that Service. Your Subscription will renew automatically pursuant to clause 10.1(c). Narrative, or our authorised third party payment services provider on our behalf, will automatically charge your registered payment method in accordance with your monthly, quarterly, bi-annual, annual or any other Subscription at the then-current rates, as required for you to maintain access to a Service or Software, unless your licence to such Service or Software is cancelled or terminated under this Licence. Renewal rates are subject to change pursuant to clause 6.2.
6.6 By providing Narrative or our authorised third party payment services provider with a payment method, you: (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; and (ii) authorize Narrative to charge you for any Software or Services purchased using your payment method. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed in connection with your transactions. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for Subscriptions. Also, we may charge you up to the amount you have approved, and we will notify you in advance and in accordance with the terms of your Subscription of any change in the amount to be charged for recurring Subscriptions. We may bill you at the same time for more than one of your prior billing periods for amounts that haven"t previously been processed.
6.7 Trial Licence: Where you are using any Beta Software or any Services on the basis of a Trial Licence, you will not be charged for such Beta Software or any other Services which are the subject of the Trial Licence, but may be charged for other Services that you purchase or renew which are the subject of a Subscription Licence.
7.1 Confidentiality: You acknowledge that the Services contain proprietary trade secrets of Narrative or its licensors and you hereby agree to maintain the confidentiality of the Services, Software and Documentation using at least as great a degree of care as you use, acting reasonably, to maintain the confidentiality of your own most confidential information.
8. LIMITATION OF LIABILITY
8.1 Warranties: You acknowledge and agree that, to the maximum extent permitted by applicable law, the Services are provided “as is” without warranty of any kind, either express or implied. Narrative expressly disclaims and excludes all warranties and representations of any kind, whether express, implied or statutory, and whether oral or written, including without limitation any implied warranties of merchantability, merchantable quality, non infringement and fitness for a particular purpose and any warranties arising by law, statute, usage or trade or course of dealing. Without limiting the generality of the foregoing, Narrative does not warrant that the functions contained in the Software will meet your requirements, that the Software will be constantly available, uninterrupted, timely or secure or that the operation of the Software will meet any particular loading times or be error free. Use and access of the Services and Software by you is at your own risk and you are solely responsible for any damage to your computer system or loss of data that results from such use and access.
8.2 Liability Exclusion: To the maximum extent permitted by applicable law, you acknowledge and agree that under no circumstances will Narrative or its licensors be liable to you or any other person (whether in contract or tort, including negligence, or otherwise) for:
(a) any loss of profit, revenue, anticipated savings and/or data or goodwill (in each case, whether foreseeable or not);
(b) any special, indirect or consequential loss; or
(c) any liability, damage, loss, cost or expense arising out of or in connection with your use of or access to the Services or Software
in each case, which you have suffered or incurred by reason of, or arising from or in relation to, this Licence or your use or inability to use the Software or any document created using the Software.
8.3 Liability Limitation: Without limiting the generality of the foregoing clauses, to the maximum extent permitted by applicable law, the entire liability of Narrative, and its licensors, in respect of any and all claims, losses, costs, liabilities, damages or expenses arising out of or in connection with this Licence, whether in contract, tort (including negligence), statute or otherwise, shall not exceed $100.
8.4 You acknowledge that if the Software, Services and Documents are being obtained by you for the purposes of a business, that such Software and Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption and that the provisions of the New Zealand Consumer Guarantees Act 1993 therefore do not apply.
9.1 Indemnity: You agree to indemnify Narrative and its licensors and subcontractors for any and all liability, loss, cost, expense or damage that Narrative or its licensors or subcontractors may suffer arising out of or in connection with your User Content, any breach by you of the terms of this Licence or your access to or use or misuse of the Services.
9.2 Narrative shall provide notice to you of any such claim, suit, or proceeding. Narrative reserves the right (but shall not be obligated) to assume the exclusive defense and control of any matter which is subject to indemnification under this clause 9. In such case, you agree to cooperate with any reasonable requests at your sole cost and expense to assist Narrative in defense of such matter.
10. TERM AND TERMINATION OF LICENCE
10.1 Commencement and Term
(a) Trial Licences: The licence will commence on the date you first download the Narrative Software and, unless otherwise terminated in accordance with this Licence, will continue for the duration of the Trial Period.
(b) Subscription Licences: The licence will commence on the date you purchase and fully pay for your Subscription and, unless otherwise terminated in accordance with this Licence, will continue for as long as you pay the applicable Subscription Fees.
(c) Renewal: Subject to payment of the associated Fees by you in accordance with clause 6, all Subscription Licences will renew automatically at the end of each Subscription period, subject to earlier termination pursuant to the terms of this Licence.
(d) Change of Subscription: If you change your Subscription, a new licence term will commence pursuant to clause 10.1(b) above.
(a) This Licence will terminate immediately without notice and without prejudice to the remaining legal rights of Narrative if you fail to comply with any term or condition of this Licence or where we are required to terminate by law (for example, if the provision or receipt of the Services becomes unlawful).
(b) Narrative may, on not less than 14 days" notice to you, for any reason and without liability to you, terminate the Licence or restrict, suspend or terminate your account and your access to all or part of the Services for any reason.
(c) You can cancel Subscription Services at any time upon notice to us clearly specifying the Subscription Services and account that you wish to cancel at [email protected], in each case, without penalty, provided that Narrative shall not be liable to refund any Fees paid prior to the date of termination (whether these relate to any portion of unused Services or not). Termination by you does not in any way relieve you of your obligation to pay any outstanding Fees.
10.3 Effect of termination: Upon termination of the Licence you shall:
(a) cease using the Software and Documentation;
(b) uninstall all copies of the Software from your device(s);
(c) destroy any Documentation; and
(d) within 5 working days of the effective date of termination, certify to Narrative in writing that you have complied with this clause.
10.4 User Content: On and from termination, all User Content created by you with the Software will be removed including any Posts that have been published to any websites by you (and all such Posts will accordingly become inactive), provided that where termination of the Licence is other than pursuant to clause 10.2(a), Narrative may, but shall be under no obligation to, make your User Content available to you for a further 30 days from the date of termination to enable you to download or otherwise make copies of the same, after which time it will be removed and be unable to be accessed by you.
10.5 Survival: All provisions relating to liability, confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Licence.
11.1 Updates: This Licence does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Narrative Software. However, Narrative may from time to time at its sole discretion provide you with patches, bug fixes, updates, upgrades and other modifications to the Software, which may be downloaded manually or automatically. All such modifications shall become part of the Software and subject to the terms of this Licence. Failure to apply the upgrade or update may render the Software unusable.
11.2 Compatibility: You acknowledge that you are solely responsible for verifying the compatibility of the Software with other required equipment, such as your device and operating system software. Narrative accepts no liability for any claims or issues arising out of, or in connection with, incompatibility of the Software with any other software or equipment.
11.3 Monitoring: We may, but have no obligation to, monitor your use of the Services and/or any activities conducted through or in any way related to the Services. Narrative may remove any User Content at any time for any reason, including without limitation where such User Content, in Narrative"s opinion: violates the terms of this Licence or applicable law or otherwise harms or threatens the safety of users or the continuity or security of the Services.
11.5 Contact: If you wish to share an idea or suggestion with us, enquire about the Services, notify us of any event or otherwise contact us, please direct your correspondence to:
Address: Narrative, 16c Nixon Street, Auckland 1021, New Zealand.
Email: [email protected]
11.6 Assignment: You may not assign, transfer, sublicense or otherwise dispose of your interests in the Licence without prior written consent from Narrative.
11.7 Entire Agreement: This Licence, together with any Additional Terms, contains the entire agreement between Narrative and you and supersedes all prior agreements or understandings in any other communication between us relating to the Services.
11.8 Variation: Narrative may modify the terms of this Licence or any Additional Terms that apply to a Service or Software to, for example, reflect changes in law or changes to the Software. You should check these terms regularly. We will post notice of any modifications of these terms at www.narrative.so/terms-and-conditions. By continuing to access the Services or Software after the amendments come into effect, you agree to be bound by the revised terms.
11.9 Waiver: Failure or neglect by either party to enforce at any time any of the provisions of this Licence shall not be construed or deemed to be a waiver of that party's rights under this Licence.
11.10 Severability: Any part, term or provision of this Licence which is determined to be void, illegal or unenforceable will be severed and the remaining parts, terms and provisions of this Licence will remain in full force and effect.
11.11 Governing law: This Licence will be governed and construed according to the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.
12.1 "Additional Terms" has the meaning given in clause 1.4;
12.2 "Beta Software" means any Software which is licensed on the basis that it is near-complete, but still requires further testing or which is otherwise labelled as "beta software" by Narrative at the time it is made available to you;
12.3 "Documentation" has the meaning given in clause 1.1;
12.4 "Fees" has the meaning given in clause 6.1;
12.5 "Intellectual Property" has the meaning given in clause 3.1;
12.6 "Licence" has the meaning given in clause 1.1;
12.7 "Narrative" has the meaning given in clause 1.1;
12.8 "personal information" has the meaning given to it in the New Zealand Privacy Act 1993 or any successor or replacement legislation;
12.9 "Post" means any product or output of the Services published by you on a website domain (including all sub-domains);
12.10 "Services" has the meaning given in clause 1.1;
12.11 "Software" means the computer program with which this Licence is distributed, all Narrative or third party software files and other computer information available through the Narrative Services, including the Narrative website, any text, graphics, animation, images, video, audio files, information, button icons, designs and other content (and the compilation, arrangement and assembly thereof) bundled with Narrative Software and any CSS or HTML code produced by Narrative for your website;
12.12 "Trial Licence" and "Trial Period" each have the meanings given in clause 1.5;
12.13 "Subscription" and "Subscription Licence" means any licence to use the Services (excluding any Trial Licence) which is provided to you on a subscription basis whereby a subscription Fee is payable periodically upon the automatic renewal of your licence term;
12.14 "you" and "users" shall mean all users of the Software pursuant to this Licence, together with any legal entity that obtained the Narrative Software or on whose behalf the Software or Services are used;
12.15 "User Content" has the meaning given in clause 4.1; and
12.16 "we or "us" shall mean Narrative.
Last Updated: 25 January 2018