End User Licence and Privacy Collection Statement

End User Licence Agreement (SST Resources)

1 Definitions

1.1 In these Terms:

Applicable Laws means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the jurisdiction where the User is located in addition to the law which is applicable to this Agreement and includes the common law and equity as applicable from time to time.

Child User means a child with whom the User is interacting for the Purpose by implementing the Resources for the benefit of that child. A Child User is under 18 years of age and typically between 8 and 12 years of age

Confidential Information means all or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public.

Force Majeure Event means an event caused by or resulting from acts beyond the reasonable control of SST, including: strikes, lock-outs, or other industrial disputes; trespass, sabotage, theft or other criminal acts, export bans, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, breakdown of plant or machinery; nuclear, chemical, or biological contamination; global or nationwide pandemic, fire, flood, natural disaster, extreme adverse weather, or other acts of God.

GST means any tax including any additional tax imposed on the supply of or payment for goods or services which is imposed or assessed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or similar tax imposed under Applicable Laws.

Intellectual Property means all intellectual property and proprietary rights (whether registered or unregistered) including Confidential Information, algorithms, applications, artwork, business names, code, concepts, copyright, designs, digital files, digital models, discoveries, drawings, financial information, ideas, inventions, instructions, know-how, logos, marketing information, methods, moral rights, patent applications, patents, patterns, plates, processes, products, proposals, service marks, domain names, software, systems, specifications, tag lines, templates, training, trade secrets, and trademarks.

Personal Information has the meaning given by the Privacy Act 1988 (Cth).

Platform means the online software platform which enables access to the SaaS Program (comprised of a range of Resources).

Product Key means a unique access code which governs the User’s ability to use Resources and contribute and read data and interact with other Users.

Purpose means (and is limited to) aiding social-emotional skills development of a Child User.

Resources means the different child therapy materials and associated processes provided by SST including, without limitation:

(a) access to the Platform;

(b) SAS Software

(d) professional training services; and

(e) electronic or hard copy documentation, guides, games, role-plays, and interactive media.

SaaS Program means the social and emotional skills program entitled Secret Agent Society, comprised of a range of Resources accessible via an online SaaS (software-as-a-service) portal.

SAS Software means the software application which is called the Secret Agent Society Digital Headquarters and associated ancillary software applications.

SST means Social Science Translated Pty Ltd (formerly Social Skills Training Institute Pty Ltd) (ABN 94 600 644 326) and, where the context requires, its contractors, agents and employees.

Terms and Conditions means these Terms and Conditions as amended by SST from time to time.

User means a person or entity who is authorised to use or access the Resources in aiding social-emotional skills development of a Child User. Users may be allied health professionals and educational institutions (individually, or represented by a corporate entity), their employees, contractors, and clients, or parents and carers of a Child User, who wish to use Resources.

User Data means data or information provided to SST by the User in the course of or in connection with User's use of the Resources. This may include (but is not limited to) data about a Child User which is compiled by a User in the course of their use of the Resources.

User Fees means the price (if any) payable by the User to SST for access to Resources. Not every User is required to pay a User Fee.

2 Introduction

2.1 These Terms and Conditions govern use of the Resources by a User (User, you, your). The Resources are provided by Social Science Translated Pty Ltd (formerly Social Skills Training Institute Pty Ltd) (ABN 94 600 644 326) (SST, we, us, our).

2.2 The Resources not a therapy by themselves. Rather, the Resources are made available for use by Users as an adjunct to the delivery of therapeutic services to a Child User.

2.3 These Terms and Conditions form a binding agreement (this Agreement) between SST and the User as to the use of the Resources. Every User of Resources must agree to comply with these Terms and Conditions.

2.4 Before you click on the 'I Accept' button, carefully read this Agreement. When you click on the 'I Accept' button you, the User, expressly agree to be bound by all of the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement then you are not authorised to use the Resources.

3 Updates to this User Agreement and Policies

3.1 We may change these Terms and Conditions at any time. If we make changes, we will take reasonable steps to notify you know about the changes and the changes will be effective from the date of notification.

3.2 If you use the Resources following any amendment to these Terms and Conditions you will be taken to have agreed to comply with the Terms and Conditions as changed. If you do not agree with changes to the Terms and Conditions, you must cease to use the Resources.

3.3 The Agreement is not intended to address every issue raised by the use of the Resources. SST reserves the right to:

(a) introduce, by posting on our website or by email to you, policies to address issues that do arise with the use of the Resources; and

(b) change previously posted policies at any time, effective upon the posting of the modified policies on our website.

3.4 It is the User's obligation to ensure that it complies with policies and monitors our website for advice about any change to a policy. Your failure to comply with our policies and procedures may result in suspension and/or termination of your right to use the Resources.

3.5 SST may offer new features or functionality as part of the Resources at any time. Such new features and functionality, if offered, are subject to these Terms and Conditions (as updated from time to time).

4 Registration

4.1 To access and use the Resources you may be required to register and open an account with SST. Even if you use the Resources prior to registration, such use is subject to all of these Term and Conditions.

4.2 When you register an account with SST, you must provide us with certain information about yourself. You must keep your account information true, accurate, current and complete. We will handle and store this information in accordance with our Privacy Policy.

4.3 You warrant that all information required to be provided to us when you register as a User and during the time you remain registered as a User or using the Resources is true accurate, current and complete.

4.4 If you are registering or using Resources on behalf of a third party, you warrant that you are authorised to do so by that third party.

5 Acknowledgements

5.1 The User acknowledges that:

(a) the Resources have not been developed to meet the individual requirements of the User;

(b) you have had the opportunity to evaluate and satisfy itself about the features and operation of the Resources;

(d) there is no guarantee or representation that the Resources do not contain:

(i) viruses, worms or other software agents; or

(ii) files or programs that are designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

(e) use of and access to the Resources may be suspended at any time (without notice or reasons being provided) to prevent an actual or suspected privacy or data breach, for maintenance, to fix defects or to make updates or improvements, to protect any Intellectual Property rights subsisting with respect to the Resources, or in the case of a Force Majeure Event.

5.2 SST may enhance and/or alter the Resources in its absolute and unfettered discretion at any time for the purpose of making improvements.

6 User's Responsibilities

6.1 The responsibilities in this clause apply when you are using the Resources, unless otherwise stated.

6.2 You must not enable another User to have access to the Resources unless they register and open an account with SST.

6.3 You must be at least 18 years of age to create an account as a User.

6.4 SST may require additional personal information (including but not limited to your email address and telephone number) to verify your identify, to facilitate your use and access to the Resources and/or your account and to approve payment of User Fees, if applicable.

6.5 You are responsible for the security of your account and you must not provide your account login details or credentials to any other person or entity.

6.6 You acknowledge and agree that you will be responsible for any activities engaged in using your account, whether or not it is authorised by you.

6.7 You must:

(a) comply with all Applicable Laws when using the Resources; and

(b) bear all costs and expenses related to your use of the Resources.

6.8 You must not, in relation to your use of the Resources:

(a) interrupt or attempt to negatively impact or alter the operation of the Resources in any way;

(b) engage in any practice which may adversely affect the credibility or reputation of the Resources and/or SST;

(c) use the Resources in a way that violates Applicable Laws, that violates the Intellectual Property rights or other rights of SST or of any third party (including another User), or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;

(d) reverse engineer, decompile or disassemble the Resources or use the Resources to develop a solution that is the same or substantially similar to the Resources;

(e) license, sell, rent, lease, transfer, assign or otherwise commercially exploit, or otherwise make the Resources available to any unauthorised third party;

(f) except as permitted under this Agreement and the inherent functionality of the Resources, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell the Resources including, without limitation, information, content, software, or other materials made available as part of the Resources; or

(g) engage in any misleading or deceptive conduct or any other conduct that would contravene Applicable Laws.

7 Resources are for User Only

7.1 Resources are provided exclusively for the use and benefit of the User.

7.2 No third party is entitled to use or rely on the Resources for any purpose and/or in conjunction with any Product Key unless they have registered as a User.

8 User Fees and Payment

8.1 User Fees, if payable, are dependent upon the types of Resources and the type of User. Not every User is required to pay a User Fee.

8.2 User Fees are calculated in accordance with our pricing structure which is explained here. SST reserves the right to change the User Fees at any time for any reason.

8.3 The User may be required to provide certain data in order for us to calculate the User Fees payable for the Resources. The User is responsible to assess whether to accept the fee quotation or to decline, prior to receiving access to the Resources. All User Fees payable to SST are non-cancellable and no refunds, whether full or partial, will be issued for any transaction, (subject to User’s rights under any non-excludable terms according to Applicable Law).

8.4 The User is responsible for all taxes payable on or associated with their purchase, including GST.

8.5 If User Fees are payable by the User then they must pay the User Fees in full using the online payment portals or other payment method instructed or approved by SST. Full payment of the User Fees must be received by SST before SST is obliged to provide access to the Resources, unless otherwise agreed by SST in writing.

8.6 If you are using the SaaS Program, then one Product Key must be used in respect of each Child User.

9 Licence to the SAS Software

9.1 This clause applies (in addition to the other Terms and Conditions) if you have purchased a licence to the SAS Software.

9.2 If you have purchased a licence to the SAS Software then SST grants to you a non-exclusive, non-transferable, non-sub-licensable licence (Licence) for the Term to:

(a) use the SAS Software in conjunction with a Child User; and

(b) provide a Product Key (if applicable) and other Resources to other Users permitting them to use the SAS Software as specified in conjunction with a Child User.

9.3 By installing, accessing, downloading or otherwise using the SAS Software, you will be deemed to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you must not install, access, download or otherwise use the SAS Software.

9.4 This Licence applies to updates, new releases, supplements, fixes, add-on components or other enhancements or improvements of the SAS Software that SST may, at its absolute discretion, make available to you from time to time.

9.5 The Term of your Licence (Initial Term) will be specified when you register for an account and purchase the Licence.

9.6 Subject to earlier termination, the Licence is renewable on the expiry of the Initial Term. SST will provide you with notifications of upcoming renewals together with applicable User Fees. You will be required to enter a new licence (current at that time) as part of the renewal process.

9.7 We do not provide a refund of User Fees if you decide to stop using the SAS Software during the Term or if you fail to utilise a Product Key which you have purchased.

9.8 Upon termination of the Licence for whatever reason SST may:

(a) require you to remove all copies of the SAS Software from your hardware and system and any other system (whether cloud-based or otherwise) which hosts a copy of the SAS Software and delete or destroy all copies of the SAS Software (if any) in your possession, custody or control;

(b) be regarded as discharged from any further obligations under the Licence; and

10 User Data

10.1 User warrants to SST that it owns or has all of the necessary legal rights to record and share User Data in conjunction with their use of the Resources.

10.2 User hereby authorizes SST to use and process User Data:

(a) in conjunction with the functionality inherent to the Resources,

(b) to improve the functionality of the Resources; and

(c) to otherwise meet SST’s obligations under this Agreement, including, where applicable, contracting with a third party contractor.

10.3 User hereby warrants that, to the extent required by Applicable Laws and their obligations under this Agreement, User has provided all legally-required notices and obtained from third parties all rights and permissions which may be legally required in order for User to grant SST the right to use and process the User Data and provide the Resources in the manner contemplated by this Agreement.

10.4 Except to the extent any data is User Data, SST retains exclusive ownership of all data derived or created in the course of providing the Resources.

11 Access to User Data After Termination or Expiration

11.1 SST has no obligation to retain User Data except in connection with a valid and current subscription to the Platform. Subject to the foregoing, SST may permanently delete any User Data from the Resources immediately and without further notice.

11.2 It is your responsibility to ensure that User Data, if stored on or in conjunction with the Resources, is regularly duplicated and stored separately by you (outside the Resources) so that it is accessible to you if access to Resources becomes unavailable.

11.3 If this Agreement is terminated for any reason, you may not be able to gain further access to the Resources, and any data stored on or in conjunction with the Resources (including User Data) may be deleted by us without notice to you.

11.4 We may or may not (in our absolute and unfettered discretion) provide you the opportunity to retrieve data (if available) after termination of this Agreement.

12 Confidentiality and Privacy

12.1 Each party must treat as confidential, the Confidential Information of the other party.

12.2 The party who receives Confidential Information from the other party must not without the prior written consent of the other party:

(a) use that Confidential Information except in performing its obligations or exercising its rights under this Agreement or as otherwise specified in this Agreement; or

(b) disclose it to any person except its Personnel and then only:

(i) for the purpose of effecting this Agreement; and

(ii) if those Personnel are subject to a binding and enforceable obligation of confidentiality.

12.3 The exceptions are where:

(a) disclosure is required by Applicable Law;

(b) Confidential Information is in the public domain through no fault or action of the recipient or its Personnel; or

(c) Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it.

12.4 We will treat your Personal Information which is submitted to or stored by us in accordance with Applicable Laws, including the Privacy Act 1988 (Cth) and our Privacy Policy.

12.5 You agree to SST using your Personal Information collected by SST in the course of you registering and using an account or using the Resources in accordance with the Privacy Collection Statement.

12.6 If you provide Personal Information on behalf of a third party, you warrant that you have:

(a) that person's consent, or if that person is under 18 years of age the signed written consent of their parent or legal guardian, to provide us with that information and for us to handle that information in accordance with the Privacy Collection Statement; and

(b) otherwise complied with any other requirements under Applicable Law in relation to your collection of that information and the provision of that information to SST.

12.7 We will comply with the requirements of Applicable Laws in the event of a data breach.

13 Limitation of Liability

13.1 Terms, conditions, warranties and guarantees implied by Applicable Law, which cannot be excluded, restricted or modified apply to this Agreement to the extent required by that law.

13.2 Subject to clause 13.1:

(a) SST excludes to the extent permitted by Applicable Law all other terms, conditions and warranties of merchantability or fitness for any particular purpose which might be implied into this Agreement; and

(b) SST supplies the User with access to the Resources on an “as is” basis.

13.3 SST agrees to use reasonable commercial endeavours to ensure the Resources are in accordance with their description, however SST does not warrant the efficacy or availability of the Resources or the accuracy of any data (including User Data) and does not warrant that any particular outcomes will be achieved from the use of the Resources.

13.4 SST is not liable if the User Data stored on the Platform breaches any Applicable Laws or infringes in any way the rights of a third party.

13.5 SST is not liable for defects in the Resources caused through inaccuracies, omissions, or technical failure associated with data supplied by SST, a third party or by a User or for defects in data, files or other information accessed or used via the Resources.

13.6 User acknowledges that in entering this Agreement, they have not relied on any promise, warranty, or representation not expressly set forth in this Agreement.

13.7 SST will not be liable to the User in respect of any Indirect Loss, consequential or special losses (including loss of profit, holding costs, loss of business opportunity and payment of liquidated sums or damages under any other agreement).

13.8 For the purposes of clause 13.7, the term Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of these Terms and Conditions (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss).

13.9 We are not responsible for any communication, interaction or relationship between you and any User, whether or not it occurs in the course of using the Resources or by another means.

13.10 Subject to clause 13.1:

(a) SST’s total and aggregate liability for loss suffered or sustained by you arising from your use of the Resources:

(i) whether arising as a result of breach of contract, in tort (including negligence) or under statute; and

(ii) whether or not arising pursuant to an indemnity in these Terms and Conditions,

is limited, at our option, to the provision of the Resources again or paying to provide the Resources again; and

(b) in no circumstances will SST's liability to the User exceed the User Fees actually received by SST from the User for the Resources which form the basis of any such liability.

14 Indemnities

14.1 SST indemnifies the User against all costs, damages, expenses, losses and claims made against the User by a third party that the Resources infringe the third party's Intellectual Property rights. This indemnity does not apply:

(a) if the User does not comply with clause 15.1;

(b) if a claim arises as a result of any use of the Resources in combination with other materials not authorised in accordance with this Agreement;

(d) to the extent that the loss is caused by your negligence or wilful misconduct.

14.2 User indemnifies and will hold harmless SST, our employees, agents, and contractors (separately and together, those indemnified) from any loss, damage, costs and/or expenses incurred by those indemnified and arising from:

(a) negligent or unlawful conduct of the User, or their employees, agents or contractors;

(b) a breach of these Terms and Conditions by the User, and the use of the Resources for anything other than the Purpose;

(c) the handling of Personal Information associated with a Child User or any third party by you or your Personnel which is in breach of any Applicable Laws;

(d) the death or illness of, or personal injury to, any individual arising from User’s use of the Resources; or

(e) the loss or destruction of, or damage to, any tangible property arising from or in connection with the User's use of the Resources.

14.3 The indemnity given in clause 14.2 does not apply to the extent that the loss is caused by our negligence or wilful misconduct.

15 Infringement

15.1 If the User becomes aware of a possible:

(a) infringement of the Intellectual Property rights in the Resources by a third party; or

(b) claim by a third party that the Resources infringes the third party's Intellectual Property rights,

it must promptly advise SST in writing and provide all relevant details.

15.2 SST retains the exclusive right to be solely responsible for:

(a) prosecuting any infringement claim against a third party in relation to the Resources; and

(b) defending any claim by a third party that the Resources infringes a third party's Intellectual Property rights.

16 Ethical Use of the Resources

16.1 The User must make its own enquiries and be satisfied with:

(a) the nature and content of the Resources;

(b) SST’s limits of liability as set out above;

16.2 SST does not warrant the performance, or continued availability of the Resources or that any particular results or outcomes will be achieved as a result of the User’s use of the Resources.

16.3 With respect to User Data, the User (and not SST) is exclusively responsible for defects in that User Data and any decision made by the User in reliance on User Data.

16.4 User is solely responsible to implement its own error check and verification measures with respect to User Data, and the Resources. The Resources are not designed or intended for use in critical applications.User must ensure that any use of Resources is appropriate for a clinical or educational situation and if necessary is independently checked and verified by a qualified professional prior to use.

17 Intellectual Property Rights

17.1 No Intellectual Property rights are assigned or transferred to the User through the provision of the Resources to the User under this Agreement. SST retains all right, title and interest in and to their Intellectual Property rights in the Resources.

17.2 Subject to full payment of all User Fees (if applicable) and compliance with these Terms and Conditions, SST grants to the User a limited licence to use the Resources solely for the Purpose. User is not permitted to use, reproduce, distribute or sublicense the Resources, (in whole or in part), or SST’s promotional materials, except in accordance with these Terms and Conditions.

17.3 The User grants to SST a licence of such Intellectual Property rights in User Data as are necessary to enable SST to:

(a) provide the Resources in accordance with these Terms and Conditions; and

(b) improve the Resources by the application of machine learning to the User Data

17.4 The User grants to SST a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Resources any general suggestions, enhancement requests, recommendations or other feedback provided by the User.

18 Termination for Cause

18.1 Either party may terminate this Agreement for cause,

(a) upon fourteen days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or

(b) immediately, if the other party:

(i) commits a material breach which is not capable of being cured; or

(ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.

18.2 SST reserves the right to suspend your right to use and access the Resources if, at any time, you breach these Terms and Conditions, or if we suspect, on reasonable grounds, that you have committed or will commit a breach of this Agreement. We will not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such suspension.

18.3 SST may also terminate this Agreement on fourteen days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our clients.

18.4 If you validly terminate this Agreement for cause, we will refund any prepaid but unused User Fees covering use of the Resources after termination (that is, we will refund a portion of the pre-paid User Fees covering the remaining unused balance of the any Licence Term or any unused Product Keys which you have purchased). User Fees are otherwise non-refundable.

19 General

19.1 We reserve the right to monitor your use of the Resources for the purpose of ensuring that the Resources are functioning as we intended, and that Users are complying with these Terms and Conditions.

19.2 This Agreement does not create a relationship of employment, trust, agency or partnership between you and SST.

19.3 Any waiver by SST of any of these Terms and Conditions must be in writing signed by SST and will be effective only to the extent specifically set out in the waiver.

19.4 If any provision or part of a provision of these Terms and Conditions is found to be unenforceable, it is to be severed from these Terms and Conditions and will not affect the operation or enforceability of the remaining provisions.

19.5 Clauses 10, 12, 13, 14, 17 and 19 will remain in effect and survive termination or expiry of this Agreement.

19.6 This document is governed by the federal and state laws of Australia, and the parties submit to the non-exclusive jurisdiction of the courts located in Brisbane, Queensland, Australia.

19.7 These Terms and Conditions constitute the entire agreement between SST and the User in relation to the supply of the Resources by SST to the User.

PRIVACY COLLECTION STATEMENT (Child Data)

SST Institute will collect personal data from you and your child when using Secret Agent Society.

We are collecting personal data for the following purposes:

to assist a child to develop their emotional awareness
to provide us with an accurate picture of a child’s emotional stage and journey
to provide us with enough information to tailor the software to the child’s specific needs
to allow you to access a child’s information and form a more accurate understanding of what they need to develop their emotional awareness, and enable you to support the child.

This personal data is necessary for us to provide our service to you (that is, necessary for the performance of our contract with you).

Some of this data is health information. We need your consent to process this data.

Academic research

This personal data has identifiers removed and is subject to confidentiality and ethics oversight by the institutions in question.

You can withdraw your consent at any time. If you withdraw your consent, we will stop processing your personal data for this purpose.

We are

Social Science Translated Pty Ltd ACN 600 644 326

Overall privacy contact details privacy@sst-institute.net

EU Representative Contact details info@gdpr.storageandfitch.de
UK Representative Contact details info@gdprauditing.com

Cross-border transfer of personal data

We use data processors to maintain the Platform. These processors are based in Australia. We have implemented the standard contractual clauses with these processors to ensure that appropriate or suitable safeguards for your personal data.

Rights under the GDPR

You have the right to access, modify, or delete personal data that we hold about you. To exercise these rights, you can contact us at privacy@sst-institute.net or +61 7 37208740.

You can complain to a supervisory authority. Click here to find the contact details for the supervisory authority in your country.

Consent is only sought for the collection of data that is necessary for the provision of our services and for the processing purposes provided above.

Our privacy policy is available at https://www.sst-institute.net/privacy.

PRIVACY COLLECTION STATEMENT (Professionals)

SST Institute will collect personal data from you when you use Secret Agent Society.