Terms and conditions
These Terms and Conditions , together with the Creator Terms , our privacy policy and our data processing addendum, if applicable (together, the Terms) set out the terms and conditions on which SquareKicker Ltd. (we, our or us) agrees to permit you to use the SquareKicker services, including our no-code design extension and plugin for Squarespace, our AI-powered design tool Compose, our Squarespace website Template Creator Studio, and our Template Store for purchasing Template Websites (as defined below) (the Services), through our website, squarekicker.com, and any related websites or applications operated by us, (the Website).
By using the Services or the Website you and/or the entity you represent (you, your) agree to be bound by the Terms, as altered by us from time to time. If you do not wish to agree to the Terms, including any updated version of the Terms, you must stop using the Services and the Website. Where your use of the Services or the Website is on behalf of an entity you represent, you also confirm that you are authorised to, and do in fact, agree to the Terms on that entity’s behalf and that, by agreeing to the Terms on that entity's behalf, that entity is bound by the Terms.
INTRODUCTORY
1. Our Services
a. We provide the Services to facilitate people and businesses to:
i build their websites or build websites for their customers; and
ii build template websites to be made available to users of the Services in accordance with the Terms,
in each case using the Squarespace website building service, without having to draft their own software code.
b. The Services facilitate the creation of websites. We do not control or have any input into the content of those websites, and have no responsibility for their terms or liability for their performance. We also have no control over, and no responsibility for, the operation of the Squarespace service.
2. Definitions and interpretation
a. AI Functionality means the artificial intelligence or machine learning software, applications, platforms, or services (including generative AI and large language models) that are made available to you in connection with our optional Compose tool.
b. AI Output means the content, code, images or other outputs generated by any AI Functionality.
c. AI Service Provider means a provider of artificial intelligence models or related services or tools enabling the AI Functionality.
d. Credits means the prepaid units that enable your use of Compose, if Compose is made available to you as part of the Services. Credits may be Included Credits or Extra Credits. To avoid doubt, Credits simply represent a limited right to access Compose in accordance with the Terms. Credits are not deposits, do not themselves have an independent monetary value, and do not constitute a deposit, currency or a financial product.
e. Customer Data means all data, content, images, text, code, files and information (including Personal Information) owned, held, used or created by you or on your behalf that is stored using, inputted or imported into, or that is created or generated during the course of your use of the Services. Customer Data includes your Inputs and AI Outputs.
f. Extra Credits has the meaning given in clause 6.
g. GDPR means the General Data Protection Regulation 2016/679 of the European Union.
h. Included Credits has the meaning given in clause 23.
i. Input means any prompts, instructions, data, images, content and information (including Personal Information) submitted by you or on your behalf when using any AI Functionality.
j. Intellectual Property Rights includes copyright and all rights 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.
k. 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. Personal Data has a similar meaning and is used in the Terms interchangeably with Personal Information.
l. personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us
m. UK GDPR means the GDPR as retained in the laws of the United Kingdom and as supplemented by the terms in the United Kingdom Data Protection Act 2018.
n. In the Terms, words in the singular include the plural, and vice versa.
o. In the Terms, a reference to:
i 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;
ii including, e.g., and similar words do not imply any limit; and
iii 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.
3. Eligibility
a. The Services are only available to, and may only be used by, persons who can form legally binding contracts under applicable law. The Services are not available to persons who are under the age of 18.
b. The Services may only be used in relation to websites that are being built and used for legal purposes and that do not infringe or misappropriate the rights of third parties (including privacy and Intellectual Property Rights).
c. If you register with us as a business entity or on behalf of a business entity, you represent that you have authority to bind that entity to the Terms.
d. We may decline to register you for any reason and we are not obliged to state such reason.
4. Your website
a. The website you build, whether for yourself or your customers and whether using a Template Website acquired via the Template Store (as defined below), our AI-powered Compose tool, or otherwise, (your website) and the visitors, customers and users of your website (End Users) are your sole responsibility. You understand and agree that you are solely responsible for:
i providing products, services and support to your End Users; and
ii compliance with any laws or regulations related to your website and/or your End Users.
b. To the maximum extent permitted by law, we are not liable for, and you will have no claim against us in relation to, any claim from any of your End Users, even where such claim relates to, or results from, an error or defect in the Services or the Website.
5. Squarespace
a. You acknowledge and agree that you are solely responsible for maintaining an active account with Squarespace for your website, and compliance with all Squarespace terms, conditions and policies (Squarespace Terms of Service).
b. By using the Services, you agree that we are entitled to have access to, and exercise control over, aspects of your website and your Squarespace account, in accordance with your use of the Services. If you do not provide this consent and control we will not be able to provide the Services to you.
c. We do not provide any warranties, and accept no responsibility or liability, in relation to the operation of Squarespace or any functionality provided by Squarespace.
d. Changes to the Squarespace service may, from time to time, affect the operation of the Services or the Website. We will use our reasonable endeavours, as determined in our sole discretion, to resolve any issue with our Services or Website arising from changes to the Squarespace service, within a reasonable timeframe as determined by us in our sole discretion.
6. Fees
a. You agree to pay us the fees for the Services, the purchase price for any Template Website you purchase via the Template Store, and the purchase price for any Extra Credits you purchase (fees), in each case as amended by us from time to time and either published on the Website or provided to you in writing.
b. We reserve the right to vary our fees at any time. Updated fees will apply to the next renewal of your registration with the Services or the next purchase by you of a Template Website or Extra Credits (as applicable). We may correct pricing errors at any time. All fees are exclusive of any goods and services, value added or sales taxes, or other taxes, which you will pay in addition unless otherwise stipulated.
c. You agree to pay the fees in the manner we prescribe from time to time.
d. No refunds will be given for any fees paid by you under the Terms, including (to avoid doubt) the purchase price for any Extra Credits, except as agreed by us or required by applicable law.
e. You may purchase Credits additional to your Included Credits (Extra Credits) in packs of 1000 (or such other number as may be specified on the Website at the time of purchase).
7. Information and Customer Data
a. You agree that you are responsible for keeping the information connected with your account up to date.
b. You agree, and represent and warrant to us, that, when you register for our Services, and whenever you provide us with any information or materials, either through the Website or in any other way:
i all information that you provide to us will be accurate, complete and up to date, and you will provide us with all information requested;
ii you have all the rights necessary to provide the information and materials to us and for us to make the information and materials available to others as part of our Services; and
iii without limiting clause 24, for any Personal Information you provide to us about any person or include in any Customer Data, you have notified that person regarding the use and sharing of their Personal Information, and have obtained that person’s consent to provide us with that information and for us and our third party service providers to use that information in accordance with the Terms and to provide the Services.
c. You acknowledge that we may require access to the Customer Data to exercise our rights and perform our obligations under the Terms, and to the extent that this is necessary but subject to our data processing addendum, we may authorise our personnel to access the Customer Data for this purpose.
d. You acknowledge and agree that we may use Customer Data and information about your (and your permitted users’) use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data). We may use Analytical Data for our own internal research and product development purposes and to conduct statistical analysis and identify trends and insights. We may also make that Analytical Data available to third parties for those purposes, and also for the purpose of marketing our services. Tittle to, and all Intellectual Property Rights in, Analytical Data is and remains our property. Our rights under this clause 7d will survive termination or expiry of the Terms.
8. Indemnity
You agree to at all times indemnify us and our officers, servants and agents against any and all liability, claims, losses, damages, costs or other expenses of any nature whatsoever alleged or awarded against, or incurred or suffered by us or our officers, servants and agents arising out of or in connection with your use of the Services or the use of the Services by any of your employees, contractors, customers or third parties to whom you grant access to, and use of, the Services in accordance with the Terms (permitted users), any claims against you or us from any of your customers or any user of your website, any claims relating to your website or Customer Data, and any information or materials provided or generated by you or anyone else using your account and/or any breach of the Terms by you or your permitted users, including the obligation under clause 24 to comply with AI Service Provider terms when using Compose.
9. Ending the Services
a. You can terminate your registration with the Services at any time through the Website. No refund of fees will be payable.
b. If you end your registration for the Services you will no longer be able to use the Services to make any changes or updates to your website. Except where your account has been terminated due to a breach of the Terms, as long as we continue to provide the Services to customers generally, you will be able to continue to use your website as built through the Services, and access any code or data used through the Services for that purpose. We will notify you if we intend to stop providing the Services generally. The end of your registration for the Services will also affect any Credits you may have at the relevant time. See clause 23 for more details.
10. Details and your use of the Services
a. You undertake and warrant that all information you provide to us or include in the Customer Data is true, current and complete. You will promptly notify us of any changes to your contact details and provide such other information that we may reasonably require from you from time to time.
b. You agree not to, and agree to ensure that none of your permitted users will:
i impersonate another person;
ii use a false name or a name you are not authorised to use;
iii create a false identity or provide a false address or email address;
iv be misleading as to the identity or origin of any communications;
v use the Website or the Services for any illegal purpose or in a manner that infringes or misappropriates any third party rights (including privacy and Intellectual Property Rights), or that would reasonably be considered to be offensive or harmful to any person;
vi negligently, recklessly, knowingly, or intentionally transmit any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous; or
vii be misleading about AI Output having been generated by humans.
11. Intellectual Property Rights
a. You acknowledge and agree that all Intellectual Property Rights in the Services, our software and our Website, all AI Functionality and its underlying software, infrastructure, models, algorithms, training data, databases, and technology, all code that is used to provide the Services to you, including code that is implemented on your website, and all Template Websites acquired by you via the Template Store (together, SquareKicker IP), are owned by us or our licensors. Except as expressly permitted by the Terms, you may not (and may not cause or permit any person to) in any form or by any means:
i adapt, reproduce, store, perform, publish, create any derivative works from, translate, modify, vary, decompile or reverse engineer any SquareKicker IP (except to the extent expressly permitted by any law or treaty applicable to you that cannot be excluded, restricted or modified by the Terms), or otherwise attempt to derive any source code from SquareKicker IP object code ; or
ii commercialise or on-sell any SquareKicker IP; or
iii sell, transfer, license, sublicense, display, lease, assign or otherwise deal with the SquareKicker IP.
b. You may not access and use the Website, any Service, or any other SquareKicker IP, to create, operate or support a product or service that is competitive with us (in our sole discretion).
c. You agree to abide by the Terms and such other terms and conditions relating to use of our Website and any other SquareKicker IP as we or our licensors may specify from time to time.
d. We welcome your feedback, ideas or suggestions (Feedback), but you agree that we may use your Feedback without any restriction or obligation to you, even if you terminate your registration with the Services. If you provide us with Feedback, all Intellectual Property Rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by us.
e. Subject to the data processing addendum (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable (for the duration contemplated by the Terms) licence to use, store, copy, modify, make available and communicate the Customer Data, including your Inputs and any AI Outputs, for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with the Terms.
f. Subject to the relevant AI Service Provider Terms, if you use Compose you grant to the AI Service Providers a worldwide, non-exclusive, fully paid up, transferable, irrevocable (for the duration contemplated by the Terms) licence to use, store, copy, modify, make available and communicate your Inputs and any AI Outputs for the purposes of providing the AI Functionality and the purposes described in clause 24.
12. Errors and Complaints
a. You must contact us immediately if there is an error or defect in the Services or the Website.
b. We will use reasonable endeavours to correct any such error, but, to the maximum extent permitted by law, will not be liable for any losses of any kind (whether direct, indirect, or consequential) arising from an error or defect within the Website or our Services.
13. Compliance with policies
By using the Services or the Website, you agree to comply with any policies or other requirements issued by us from time to time, and those policies and other requirements will form part of the Terms.
14. Privacy policy and Personal Data
a. Your privacy is important to us. We gather, process, use, store and disclose information about you in accordance with our privacy policy, which may be found here. Our privacy policy forms part of the Terms, and by using the Services or the Website you agree to our privacy policy.
b. If you use the Services to process Personal Information (including submitting Personal Information as part of Inputs processed via Compose) and applicable law requires you to have entered into an agreement with us on substantially the terms set out in our data processing addendum, we will and you must comply with our data processing addendum. Our data processing addendum forms part of the Terms, and by using Compose and any other Services to process Personal Information, where this clause applies to you, you agree to the data processing addendum.
c. You acknowledge that the Services are designed for website design, not for processing Personal Information. You agree to limit the Personal Information that you process, transmit or store using the Services to the minimum necessary to build or update the relevant website in accordance with the Terms.
d. You acknowledge and agree that to the extent Customer Data contains Personal Information, in collecting, holding and processing that information through the Services, we are acting as a data processor and/or service provider and/or agent (or the equivalent under applicable privacy and data protection laws) for the purposes of those applicable laws.
e. Subject to the data processing addendum (if applicable), you agree that we may store Customer Data (including any Personal Information included in that Customer Data) in secure servers in New Zealand and the United States.
f. You must not, and must procure that your users do not, use the Services to process, transmit or store any Personal Data that is:
i regulated by the Payment Card Industry Data Security Standard;
ii regulated by HIPAA (the U.S. Health Insurance Portability and Accountability Act of 1996); or
iii health data, or information revealing or concerning an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, sex life or sexual orientation, or any other category of data classified as “special category data” under applicable data protection laws
unless and until you have entered into an agreement with us specifically agreeing to the processing of that Personal Data. We may refuse to enter into any such agreement in our sole discretion.
g. In addition to your other obligations under the Terms, you agree to promptly provide us with any assistance or information we reasonably require for the purposes of investigating and/or addressing any actual or suspected unauthorised use or disclosure of Personal Information.
15. Security
a. We will use all reasonable endeavours to effect and maintain adequate security measures to safeguard the information you provide to us from access or use by unauthorised persons, but we provide no warranty or guarantee as to security.
b. You are responsible for keeping your login information, including your email address and password, secret and secure. You agree not to permit any other person to use your name or access your account and not to disclose (directly or indirectly) any information that may allow another person to gain access to your account.
16. Your account
We reserve the right to suspend or terminate your account with us if we suspect that you have breached the Terms or breached any applicable law or we otherwise consider that such suspension or termination is required.
17. Website integrity
a. You must not attempt to damage, interfere with or harm our Website or our Services, or any network or system underlying or connected to them in any way whatsoever.
b. We may monitor and analyse your use, and your permitted users’, use of the Services to ensure compliance with the Terms, prevent abuse, and for our internal business purposes including to understand and maintain the quality of the Services.
18. Amendments
a. We may amend the Terms from time to time. Notice of any such amendments will be announced on this Website and will be effective immediately, unless we state otherwise. You are responsible for reviewing the Terms regularly to obtain timely notice of any such changes.
b. Your continued use of the Services or our Website will constitute your acceptance of any changes or revisions to the Terms.
19. No Warranties
a. You understand and agree that your use of our Services is at your sole risk.
b. The Website, the Services, all AI Outputs, and all Template Websites are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim and exclude any implied conditions or warranties (including, without limitation, any warranties of merchantability, fitness for a particular purpose or non-infringement) and, to the extent that they cannot be excluded, liability for them is limited to NZ$100.
c. Without limiting the above, to the extent permitted by law, (i) we do not warrant that the Services or the Website will be uninterrupted, timely, secure, error-free or that any information or materials provided through the Services or the Website are accurate, complete or up-to-date; and (ii) we are not liable or responsible to you or any other person for any claim, damage, loss, liability or cost (whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise) relating to (A) your access and use of (or inability to access or use) the Compose tool or any other Services, or any AI Output; or (B) relating to any claim that any AI Output breaches any third party right (including intellectual property rights and/or privacy rights).
d. All statements, information and recommendations made by us about the Services are believed to be reliable, but do not constitute a guarantee or warranty.
20. Beta/Evaluation Version
a. Where a Service which is designated as beta, pilot, limited release, Creator preview, Compose preview, non-production, evaluation, or similar (Beta Version) is provided to you under a free or discounted trial, then the Terms apply except to the extent varied in this section 20.
b. Access to the Beta Version is provided to you for the period identified by us (Trial Period).
c. The Beta Version is provided on an as is basis, and, despite any other provision in the Terms, all conditions, warranties, guarantees and indemnities in relation to the Beta Version are excluded by us to the fullest extent permitted by law.
d. If we make available to you access and use of the Beta Version during the Trial Period on a free basis, or on a discounted basis compared to our standard fees, you must purchase access to the fully paid version of the relevant Service (if Fees apply to that Service) if you wish to access and use that Service following expiry of the Trial Period.
e. Despite any other provision in the Terms:
a. you acknowledge that the Beta Version is still under development; and
b. we, as part of that development, may change or remove any feature or part of the Service at any time and for any reason without liability of any kind.
f. In consideration of us providing the Beta Version to you for free or on a discounted basis, you agree to inform us of all problems, defects, bugs, errors, issues and ideas for improvement, relating to the Beta Version of which you become aware. At our request, you agree to meet with us (including via remote means) to discuss the Beta Version and provide a written or verbal evaluation of the Beta Version.
g. Nothing in this section 20 imposes any obligation:
a. on you, at the termination or expiry of the Trial Period, to sign up to the paid or non-discounted version of the Service (if applicable); or.
b. on us to maintain any feature or part of the Service in any paid or non-discounted version of the relevant Service, or any other Service.
21. Template Creator Studio
a. Where you use our Squarespace template website design tool (Creator Studio and Template Engine) to create template websites, you agree that our Creator Terms apply to your access to, and use of, the Creator Studio and Template Engine and to the terms on which we will make any template website that you create available to third parties via the Template Store.
22. Template Store
a. We may from time to time make available for sale template websites designed by third party Creators (Template Websites) in the Template store section of the Website (Template Store).
b. We do not control or inspect the Template Websites, or the content of those Template Websites, and it is your responsibility to do so. Without limiting the previous sentence, we do not endorse, approve, or recommend, or have responsibility for, any Template Website. To the maximum extent permitted by law, we are not liable for any Template Website made available to you on the Template Store.
c. If you choose to purchase a Template Website from the Template Store, the following terms apply.
i Subject to payment by you in full of the relevant purchase price for the Template Website, and your compliance with the Terms, you may use, modify and adapt that Template Website to create your website in accordance with the Terms and the Squarespace Terms.
ii You acknowledge that:
A the Template Websites are only compatible with Squarespace products and hosting services;
B the Template Websites are made available to you on a non-exclusive basis. We may sell the same Template Website to multiple users; and
C unless otherwise agreed between you and us in writing, we are not required to provide implementation, consulting or support services to you in connection with any Template Website you acquire.
iii You may not sell, sublicense, or otherwise deal in or commercialise the Template Website (including charging anyone to use the Template Website), or provide the Template Website to any person to do any of those things, except as expressly permitted by the Terms.
iv To avoid doubt, section 3 applies to any Website you build using a Template Website you acquire via the Template Store.
v For the purposes of section 11 (relating to Intellectual Property Rights), the designer of any Template Website made available to you via the Template Store is one of the licensors of the Intellectual Property in that template. You will not, without our prior written consent, remove from, or alter, any copyright or proprietary notice or other notice of proprietary right on any Template Website.
vi Subject always to our and our licensors’ rights under the Terms, and Squarespace’s rights under the Squarespace terms, as between you and us, you will own the modifications you make to the Template Website (other than modifications that are copies or adaptations of the Template Website itself, in whole or in part).
vii The provisions of the Terms that apply to your use of the relevant Template Website continue to apply after any:
A suspension or termination of your account, if you are permitted to continue to access and use your website built on the relevant Template Website after that suspension or termination; and/or
B termination of the Terms.
d. We may modify, terminate, or stop maintaining the Template Store at any time and without notice.
23. Credits for use of Compose
a. Compose uses artificial intelligence models made available by third party AI Service Providers to generate content, images, code and other AI Output.
b. Compose is available to the subscription account tiers identified on the Website. You must have Credits to use Compose, and your use of Compose will be limited based on the number of Credits in your account at the relevant time.
c. The Website describes the number of Credits that are included in your subscription each month (Included Credits). We reserve the right to change the number of Included Credits at any time. The updated number of Included Credits will apply to the month following the change (or any later date notified by us).
d. Included Credits renew each month (by reference to your subscription date). Except where otherwise notified by us, including on the Website, Included Credits remaining unused at the end of the month do not roll over to subsequent months.
e. Extra Credits may be purchased from us. See clause 6. Extra Credits expire 12 months after purchase, regardless of any suspension or similar action affecting your account.
f. Credits are not refundable, cannot be redeemed for cash, and cannot be applied for any purpose other than consumption in proportion to your use of Compose. Credits are not transferable without our express written agreement, which may be withheld or given subject to conditions in our sole discretion. Without limiting our rights under these Terms, any purported transfer of Credits in breach of these Terms is void and may result in the cancellation of the relevant Credits and termination or suspension of the accounts involved.
g. Each use of Compose consumes Credits based on the resources required to perform the relevant task. Credit consumption occurs per use, despite the outcome. Except to the extent we are required to do so by applicable law, once Credits are consumed by your use of Compose, they will not be restored or refunded for any reason. In the absence of obvious error, our decisions relating to usage metering, calculations about Credit consumption, and decisions relating to your Credit account balance are final and binding.
h. If your registration to use the Services comes to an end for any reason, Included Credits lapse on the effective date of the end of your registration immediately and without compensation. Subject to the following sentence, we will keep a record of any Extra Credits you have at that date and will allow you to reinstate those Extra Credits if you reinstate your account, subject to the original expiry date for those Extra Credits which will apply unaffected by the end of your registration. The previous sentence will not apply where we have terminated or suspended your account for breach of the Terms. If that happens, all Credits will be forfeited except where applicable law requires otherwise.
i. Credits may be subject to additional terms and conditions. See the pricing page on our Website for more details.
24. Compose terms
a. Compose runs on AI Functionality provided by one or more third party AI Service Providers. Your Input is transmitted to artificial intelligence systems run by those AI Service Providers in order to generate AI Output when you use Compose. When you access and use Compose and any AI Output, in addition to your obligations under the Terms you must, and must ensure your permitted users, comply with any terms and conditions that an AI Service Provider requires its end users to comply with, as those terms are updated from time to time by the AI Service Provider (AI Service Provider Terms) - see [insert link to page on website listing AI Service Providers and links to their websites/terms]. We do not control where AI Service Providers transfer, process or store your Customer Data and do not warrant that your Customer Data will remain within a particular region or country.
b. You are responsible for (i) your Inputs, including their accuracy and completeness, compliance with these Terms and compliance with all applicable laws; and (ii) your use of AI Output. Without limiting your obligations under clause 10, when using the Compose tool, you must not, and must not permit any other person to, provide an Input that (i) violates any third party right (including intellectual property or privacy rights); (ii) breaches applicable law or that could reasonably be expected to generate an AI Output that breaches applicable law; (iii) could reasonably be expected to generate an AI Output that would reasonably be considered offensive, or harmful to any person, or (iv) breaches the AI Service Provider Terms or may cause us to breach those AI Service Provider Terms.
c. You are responsible for (i) procuring all licences, authorisations and consents required for you and your permitted users to use Compose, including in relation to any Input and any AI Output; and (ii) providing all consents, approvals, notices and instructions that are required for us and the AI Service Providers to access, process and use your Customer Data, as described in the Terms.
d. You must not input Personal Information into, or request Personal Information using, Compose unless you have obtained all necessary consents from, and given all necessary notifications to, the relevant individual to enable us and any AI Service Provider to collect, use, hold and process that information for the purposes of providing Compose and other Services and the purposes described in the Terms.
e. By using Compose, you agree that the AI Service Providers will use and process your Inputs, and may:
i merge your Inputs with third party data (including publicly available information) to produce AI Outputs for your use in accordance with the Terms;
ii run your Inputs through automated content classifiers to create metadata which does not contain your Inputs;
iii access and use your Inputs to provide support, investigate potential AI Functionality abuse, or where required by law applicable to the AI Service Provider – this may take the form of data logging or human review and verification and/or automated abuse detection mechanisms designed to detect harmful content, including related to potential violations of an AI Service Provider’s terms of service or acceptable use policies;
iv retain your Inputs for the duration set out in the AI Service Provider Terms for the purposes set out above; and
v exercise other rights as set out in the AI Service Provider Terms.
f. The indemnity in clause 8 extends to (i) any breach by you or your permitted users of any AI Service Provider Terms; and (ii) any actual or alleged claim by a third party that your or our (or an AI Service Provider’s) use of your Inputs or AI Outputs in accordance with the Terms, infringes the rights of that third party (including intellectual property rights and privacy rights) or that your Inputs or AI Outputs are objectionable, incorrect or misleading (as determined by us in our sole opinion).
g. As between us, you own all Intellectual Property Rights in (i) your Inputs; and (ii) subject to clause 11a, any AI Output created by you, except to the extent that the AI Output comprises third party data, information, and materials (including publicly available information). The relevant third party retains ownership of that data, information and materials.
h. Despite the ownership position in this clause, you must (i) comply with all restrictions in the Terms, and any AI Service Provider Terms in respect of the use of AI Outputs; and (ii) not modify, tamper with, remove, obscure or otherwise alter any disclaimer, metadata, watermark or proprietary notice that may be included in or on an AI Output to identify it is generated using a generative artificial intelligence model.
i. In relation to AI Outputs, you acknowledge and agree that (i) the AI Outputs are generated by Compose based on your or your permitted users’ Inputs; (ii) Compose may produce outputs that are factually incorrect, irrelevant, nonsensical, false, misleading and/or offensive; (iii) AI Outputs do not represent our views and if AI Output references any third party, that does not indicate that we have any connection with that third party; and (iv) we do not check the AI Outputs to ensure that they are correct, accurate, complete, current, reliable or suitable for use or purpose. You are responsible for supervising, evaluating and validating the AI Outputs to ensure they are suitable for use and that they meet any quality standard that you require. You agree that we have no responsibility or liability in relation to AI functionality underpinning Compose, any AI Outputs, and/or your use of Compose or any AI Outputs.
j. We do not warrant that AI Outputs will be unique, free of third party rights or suitable for any particular purpose. Due to the nature of AI, other users of Compose may receive similar outputs to your AI Outputs.
k. The AI Functionality underlying Compose is one of a range of third-party service features and third-party data with which the Services interoperate. We do not make any warranty or representation on the availability of that AI Functionality and, to the maximum extent permitted by law, we exclude all responsibility and liability for that AI Functionality. Without limiting the previous sentence, if an AI Service Provider ceases to provide the AI Functionality underlying Compose, or ceases to make that AI Functionality available on reasonable terms, we may cease to make Compose available to you.
l. Except with your prior agreement, we do not use your Customer Data to train third party AI models, and have not agreed to permit any AI Service Providers to do so.
25. Maximum Liability
a. To the maximum extent permitted by law, and only to the extent the provisions of the Terms excluding or limiting our liability do not apply:
i the maximum aggregate amount of our liability arising out of all claims under the Terms or relating to the Services or the Website (whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not in any circumstances exceed the greater of (i) NZ$100; or (ii) the fees paid by you to us during the twelve month period preceding the first event or occurrence giving rise to that liability. The cap in this section includes the cap set out in section 19b; and
ii we will not be liable to you under or in connection with the Terms, or under or in connection with your access and use of the Services or the Website, for any:
A loss of profit, revenue, savings, business, use, data (including content), and/or goodwill; or
B consequential, indirect, incidental or special damage or loss of any kind.
b. Nothing in the Terms applies to limit our liability under or in connection with the Terms:
i for fraud or wilful misconduct; or
ii any liability that cannot be excluded by law.
c. Where you are accessing and using the Services and the Website for the purposes of a business, you agree and represent that you are doing so for the purpose of trade and, accordingly, you and we agree that:
i to the maximum extent permissible by law, no consumer protection laws (including the New Zealand Consumer Guarantees Act 1993) apply to your access and use of the Services and/or the Website, or the Terms; and
ii it is fair and reasonable that the parties are bound by the Terms, including this section.
24. Waiver
a. Our failure or delay to exercise any right or remedy we may have under the Terms will not be construed or operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
25. Assignment
a. You may not assign, novate, subcontract or transfer any right or obligation under the Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under the Terms despite any approved assignment, subcontracting or transfer.
b. We may assign, subcontract or transfer any right or obligation under the Terms at any time.
26. Governing Law
a. The Terms will be governed by the law of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.
Last updated October 2026 (v1.0.0)
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