Contributor Membership Terms and Conditions

Contributor Membership Terms and Conditions


1. Introduction

1.1          These terms and conditions (Terms) are entered into between Grokkist Limited trading as Grokkist (NZCN 8346829) (we, us or our) and you, together the Parties and each a Party.

1.2          We provide a platform that aims to help intensely curious, resourceful and collaborative adults who resist having their souls flattened by uncaring systems – ‘grokkists’ – to manage their psychology, self-actualise and connect into a world of educational and career opportunities designed to fit and unlock their way of being (Platform).

1.3          In these Terms, you means the person or entity registered with us as a content creator and provider on the Platform (Contributor).

1.4          If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

2. Acceptance and Platform Licence

2.1          You accept these Terms by registering to be a Contributor and purchasing a membership (Contributor Membership) on the Platform.

2.2          You must be at least 18 years old to use the Platform.

2.3          We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment and it adversely affects your rights, you may cancel your Contributor Membership with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Contributor Membership, (a) you will no longer be able to use the Platform on and from the date of cancelation, and (b) if you have paid Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.

2.4          Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms.  All other uses are prohibited without our prior written consent.

2.5         When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a)    anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

(b)    using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;

(c)     tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);

(d)    using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(e)     facilitating or assisting a third party to do any of the above acts.

3. Accounts

3.1          You must register on the Platform and create an account (Account) to access the Platform’s features.

3.2          You must provide basic information when registering for an Account including your business name, contact name and email address and you must choose a username and password.

3.3          All personal information you provide to us will be treated in accordance with our Privacy Policy.

3.4          You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.

3.5          You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

3.6          When you create an Account, you must also select a Contributor Membership. You may choose between different tiers of Contributor Membership with different services and different membership periods as set out on our Platform.

4. Contributor Memberships

4.1          You may purchase a Contributor Membership by paying the Contributor Membership fees outlined on the Platform (Fees) in advance on an annual basis or some other recurring interval disclosed to you prior to your payment of the Fees (Billing Cycle). Fees will be in USD unless otherwise stated.

4.2          Your Contributor Membership entitles you to the following:

(a)     access to the Platform;

(b)     a profile page on the Platform for the duration of your Contributor Membership, which you can curate;

(c)     the option to record 1 episode of our ‘Still Curious’ podcast with us at a date and time to be agreed by the Parties and will be governed by our Podcast Agreement (as amended or replaced from time to time);

(d)    the opportunity to co-design and host unique learning experiences called grokkables on the Platform;

(e)     the promotion of your User Content in our bi-weekly newsletter ‘Scholé Supplement’ (Newsletter) in such editions as we consider reasonable as determined by us in our sole discretion from time to time;

(f)     offer discounts in relation to your business to other users of the Platform; and

(g)     any other services we agree to provide from time to time.

4.3          During the period of your Contributor Membership, you may request current data relating to traffic, engagement, and membership of the Platform. You acknowledge and agree that was are not obliged to provide you with such data and that such data will be anonymised so no visitors to or users of the Platform will be able to be identified.

4.4          Your Contributor Membership will automatically renew at the end of the Billing Cycle for the same period of time and you will be charged the Fees in connection with each subsequent Billing Cycle unless and until you cancel your Contributor Membership.

4.5          The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

4.6          You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.

4.7          You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the Platform.

4.8          Changes to your Contributor Membership: If you wish to suspend or change your Contributor Membership (for example, by upgrading to a different Contributor Membership tier), you must provide notice to us through your Account or via email that you wish to suspend or vary your Contributor Membership at least 30 days’ before the end of the current Billing Cycle. If you vary your Contributor Membership and the Fees increase, we will charge you for the increase in the Fees on a pro-rata basis for the remainder of the period until the start of the next Billing Cycle, and you will have access to the additional Contributor Membership features from the date you make such payment.

4.9          The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.

4.10        We may need to change what is available as part of your Contributor Membership (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Contributor Membership, we will provide you with at least 30 days’ notice of the change. After the notice period has lapsed, we will apply the changes to your Contributor Membership. If the changes adversely affect your enjoyment of the Contributor Membership, you may cancel your Contributor Membership with effect from the date we apply the changes to your Contributor Membership by providing written notice to us. If you cancel your membership, (a) you will no longer be able to use the Platform on and from the date of cancelation, and (b) if you have paid Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.

4.11        We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to your Contributor Membership. If the updated Fee is not acceptable to you, you may cancel your Contributor Membership in accordance with the ‘Cancellation of Contributor Memberships’ clause.

5. Platform Availability

5.1          We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.

5.2          You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.

5.3          You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.

5.4          To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

6. Contributor Branding

6.1         In order to benefit from your Contributor Membership, you agree to provide us with the following:

(a)       your business name, contact details, a brand kit including your logo and branding, any design guidelines in relation to your brand and logo and any other information we reasonably require; and

(b)      any content you wish to promote on our Platform, subject to clause 7.

6.2         You agree that we may use your brand, logo and other Intellectual Property that you provide to us pursuant to these Terms (Your Intellectual Property) to create a joint brand or logos (Joint Logos) which can be used by us to promote our relationship and our businesses. You grant us a a non-exclusive, revocable, worldwide, royalty free, non-sublicensable and non-transferable right and licence, for the duration of your Contributor Membership to use Your Intellectual Property for such purpose and for the purposes of the Platform, the Newsletter and as otherwise contemplated by these Terms..

6.3          As between the Parties, ownership of all Intellectual Property Rights in any Joint Logos will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any Joint Logos do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.

6.4          We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use any Joint Logos, solely for the purposes for which they were developed and for your use and enjoyment of the Platform, your Contributor Membership and on your social media platforms to promote our relationship.

7. Your Content

7.1          You may be permitted to upload, publish, or submit relevant information and content (User Content) on the Platform, including videos, podcasts, educational content, or have your content included in the Newsletter.

7.2          If you make any User Content available on or through the Platform or in the Newsletter, you grant us a worldwide, irrevocable, perpetual, non-exclusive, sub-licensable, transferable, royalty-free license to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, access, or otherwise exploit such User Content on, through or by means of our Platform or Newsletter. You acknowledge and agree that we retain all control over the placement of your User Content, the articles and content which surround your User Content, and the frequency of publication of your User Content.

7.3          We agree to only modify User Content to the extent reasonably required by us. We do not endorse or approve, and are not responsible for, any User Content. We may, at any time, at our sole discretion, remove any User Content. Where we reject your User Content, we will notify you in writing within 14 days of it being uploaded to the Platform or submitted for publication in the Newsletter.

7.4          You may request that any of your User Content is removed from the Platform by sending us an email to the address at the end of these Terms. We will endeavor to action any removal requests within a reasonable time of receipt.

7.5          You agree that you are solely responsible for all User Content that you make available on or through the Platform or Newsletter. You represent, warrant and agree that:

(a)      you are you are either the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms);

(b)      neither the User Content nor the uploading, publication, or submission of the User Content or our use of the User Content on our Platform or Newsletter will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and

(c)     you will ensure that no User Content will break any law or infringe any person’s rights (including Intellectual Property Rights) and will not contain any material that is defamatory, offensive, abusive, indecent, menacing or unwanted or in any way that damages, interferes with or interrupts the Platform.

7.6          You acknowledge and agree that other Contributors and users of the Platform will have access to and may download and view your User Content and you authorise them to use your User Content for their own personal education purposes.

8. Intellectual Property

8.1          You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.

8.2          We authorise you to use Our Intellectual Property solely for your business use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to devices that are controlled or approved by you.

8.3          You must not, without our prior written consent:

(a)     copy, in whole or in part, any of Our Intellectual Property;

(b)    reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c)     breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

8.4          Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(a)     you do not assert that you are the owner of Our Intellectual Property;

(b)    unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

(c)     you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

(d)    you comply with all other terms of these Terms.

8.5          As between the Parties:

(a)     we own all Intellectual Property Rights in Our Intellectual Property; and

(b)    you own all Intellectual Property Rights in Your Intellectual Property, and nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Intellectual Property  or Your Intellectual Property.

8.6          As between the Parties, ownership of all Intellectual Property Rights in any new Intellectual Property created in connection with the Platform or these Terms (New Intellectual Property) will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such New Intellectual Property does not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such Intellectual Property rights.

8.7          We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use any New Intellectual Property solely for your use and enjoyment of the Platform as contemplated by these Terms.

8.8          This clause will survive the termination or expiry of your Contributor Membership.

9. Your Data

9.1          You own all data and information about you or your business you upload into the Platform (Your Data).

9.2          You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data to:

(a)     communicate with you (including to send you information we believe may be of interest to you);

(b)    supply the Platform to you and otherwise perform our obligations under these Terms;

(c)     diagnose problems with the Platform;

(d)     enhance and otherwise modify the Platform;

(e)     perform Analytics;

(f)     develop other services, provided we de-identify Your Data; and

(g)     as reasonably required to perform our obligations under these Terms.

9.3          You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You represent and warrant that:

(a)     you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and

(b)    neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

9.4          You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.

9.5          We do not endorse or approve, and are not responsible for, any of Your Data.

9.6          You acknowledge and agree that the performance of the Platform is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.

9.7          This clause will survive the termination or expiry of your Contributor Membership.

10. Warranties

10.1        You represent, warrant and agree that:

(a)     you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b)    there are no legal restrictions preventing you from entering into these Terms;

(c)     you own all rights (including Intellectual Property Rights) or have the right to use the User Content;

(d)    you have not relied on any representations or warranties made by us in relation to the Platform or the Contributor Membership (including as to whether they are or will be fit or suitable for your particular purposes); and

(e)     all information and documentation that you provide to us in connection with these Terms is true, correct and complete.

11. New Zealand Consumer Law

11.1        If you are in New Zealand and a consumer of services, you may have certain rights and/or remedies under the New Zealand Consumer Guarantees Act 1993 relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

11.2        If the Consumer Guarantees Act 1993 applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights. You agree that our Liability for the Platform provided to an entity defined as a consumer under the Consumer Guarantees Act 1993 is governed solely by that act and these Terms. If you are in trade, you agree that you are aquiring the Grokkist Services and supplying the Contributor Services for the purposes of trade and that the Consumer Guarantees Act 1993 does not apply to your Contributor Membership, the Platform or these Terms and that it is fair and reasonable that the Parties are bound by this clause.

11.3        Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

11.4        This clause will survive the termination or expiry of your Contributor Membership.

12. Liability

12.1        Despite anything to the contrary, to the maximum extent permitted by law:

(a)     neither Party will be liable for Consequential Loss;

(b)    each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and

(c)     our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (and where there has been less than 12 months of Fees paid, an amount equal to 12 months of Fees calculated on a pro rata basis having regard to the amount of Fees paid and the period of time).

12.2        Despite anything to the contrary in this Agreement, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

(a)     your or your personnel’s acts or omissions;

(b)    your use of your Contributor Membership;

(c)     your User Content; and

(d)    any event outside of our reasonable control.

12.3        This clause will survive the termination or expiry of your Contributor Membership.

13. Termination

13.1        Cancellation of Contributor Memberships: Either Party may terminate your Contributor Membership at any time on 30 days’ notice in writing to the other. Your cancellation will take effect from the end of the current Billing Cycle.

13.2        A Contributor Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(a)     the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b)    the Defaulting Party is unable to pay its debts as they fall due.

13.3        Should we suspect that you are in breach of these Terms, or that you have damaged our brand or reputation in any way, we may suspend your access to the Platform while we investigate the suspected breach.

13.4        Upon expiry or termination of your Contributor Membership:

(a)     we will remove your access to the Platform and your Account will be deleted;

(b)    we will remove all of your User Content;

(c)     you agree not to disparage or otherwise make any unfavourable statements or comments regarding us, our users or other Contirbutors, either directly or by implication, verbally or in writing; and

(d)    where we terminate your Contributor Membership as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.

13.5        Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.

13.6        Termination of a Contributor Membership will not affect any rights or liabilities that a Party has accrued under these Terms.

13.7        This clause will survive the termination or expiry of your Contributor Membership.

14. General

14.1        Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

14.2        Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

14.3        Disputes:  A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.4        Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter. Without limiting the previous sentence, the Parties agree to contract out of sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986, and that it is fair and reasonable that the Parties are bound by this clause.

14.5        Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations and uses reasonable endeavours to minimize the duration and adverse consequences of the Force Majeure Event.

14.6        Governing law: These Terms are governed by the laws of New Zealand.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

14.7        Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

14.8        Privacy: Each Party agrees to comply with the legal requirements of the Privacy Act 2020 and any other applicable legislation or privacy guidelines.

14.9        Publicity: You agree that we may advertise or publicise the fact that you are a Contributor to and a user of our Platform, including on our website or in our promotional material.

14.10      Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

14.11      Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

15. Definitions

15.1        Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or,  any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Fee under these Terms will not constitute “Consequential Loss”.

15.2        Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.

15.3        Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

15.4        Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

15.5        Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:

Grokkist Limited trading as Grokkist (NZCN 8346829)

Email: [email protected]

Last update: 18 November 2022