Parrot Analytics Limited, “Parrot”, own and operate several websites, namely parrotanalytics.com and the Parrot subscription portal, collectively “Parrot Websites”. This document outlines the Terms of Service for usage of Parrot Websites and related services.

Acknowledgment and Acceptance of Terms of Service

Access or linking to Parrot Websites and services constitutes an acknowledgment and acceptance of these Terms of Service. Parrot reserves the right to revise these terms. If you do not agree to be bound by these terms please do not use and/or contribute to Parrot Websites. In cases that require it, we ask for this consent explicitly.

If you are accepting these terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

Age

Our services are not directed to children, and you may not use our services if you are under the age of 18.

Intellectual Property

You agree that Parrot owns all of the intellectual property rights existing in the Parrot Websites and Services. You agree not to challenge or do anything inconsistent with such ownership. Unauthorized reproduction of Parrot Websites content is strictly forbidden.

Limited Liability

To the maximum extent permitted by law, Parrot accepts no responsibility or liability for the content provided by links to non-Parrot Websites. Parrot will not be liable for any indirect, incidental or consequential loss or damages or loss of profits arising from or in any way connected to your use or inability to use Parrot Websites.

Governing Law

Acceptance of these terms and conditions operates as an agreement made in New Zealand and will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

DEMAND360^LITE: Terms of Use

1. APPLICATION OF TERMS

1.1. These Terms apply to your use of DEMAND360^LITE as a Service (as that term is defined below).

1.2. By creating a Parrot Analytics DEMAND360 account:

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

1. 3. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.

2. CHANGES

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

2.2. These Terms were last updated on 4 January 2021.

3. INTERPRETATION

In these Terms:

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

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service. This can include but is not limited to user-specific bookmarks, labels or preferred software configuration settings.

Fees means the applicable fees set out on our pricing page on the Website at: https://www.parrotanalytics.com/platform or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

• an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
• a lack of funds for any reason.

including and similar words do not imply any limit.

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

Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Parrot Analytics software means the software owned by us (and our licensors) that is used to provide the Service.

a party includes that party’s permitted assigns.

Permitted Users means your personnel who are authorised to access and use the Service on your behalf by having specific and unique access credentials, in accordance with clause 5.3.

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

personal information means information about an identifiable, living person.

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

Service means the service having the core functionality described on the Website, as the Website is updated from time to time.

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

Terms means these terms titled SaaS terms of use.

Underlying Systems means the Parrot Analytics Ltd Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

We, us or our means Parrot Analytics Ltd company number 3405451.

Website means the internet site at https://www.tv360.parrotanalytics.com, or such other site notified to you by us.

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

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

Words in the singular include the plural and vice versa.

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

4. PROVISION OF THE SERVICE

4.1. We must use reasonable efforts to provide the Service:

1. in accordance with these Terms and New Zealand law;
2. exercising reasonable care, skill and diligence; and
3. using suitably skilled, experienced and qualified personnel.

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

4.3. Subject to clause 4.4, We must use reasonable efforts to ensure the Service is available during normal business hours in New Zealand/on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.

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

5. YOUR OBLIGATIONS

5.1. You and your personnel must:

1. use the Service in accordance with these Terms solely for:
   1. your own internal business purposes; and
   2. lawful purposes (including complying with the Unsolicited Electronic Messages Act 2007); and
2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

5.2. When accessing the Service, you and your personnel must:

1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
2. correctly identify the sender of all electronic transmissions;
3. not attempt to undermine the security or integrity of the Underlying Systems;
4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
5. not attempt to view, access or copy any material or data other than:
   1. that which you are authorised to access; and
   2. to the extent necessary for you to use the Service in accordance with these Terms; and
6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3. Without limiting clause 5.2, no individual other than a Permitted User may access or use the Service. You may authorise any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.

5.4. A breach of any of these Terms by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.

5.5. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

6. DATA

6.1. You acknowledge that:

1. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Data for this purpose.

6.2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

6.3. You acknowledge and agree that:

1. we may:
   1. use Data and information about your use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
   2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
2. our rights under clause 6.3a above will survive termination of expiry of the Agreement; and
3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

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

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

6.7. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

7. FEES

7.1. You must pay us the Fees.

7.2. You must pay the Fees:

1. In advance to the month or year expect to be granted access DEMAND360^LITE (dependant on the subscription period you wish); and
2. electronically in cleared funds without any set off or deduction.

7.3. We may increase the Fees by giving at least 30 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service at any time prior to the next fee being charged. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.

8. INTELLECTUAL PROPERTY

8.1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

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

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

1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
2. we may use or disclose the feedback for any purpose.

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

9. CONFIDENTIALITY

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

1. keep confidential at all times the Confidential Information of the other party;
2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

9.2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
2. required by law (including under the rules of any stock exchange);
3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10. WARRANTIES

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

10.2. To the maximum extent permitted by law:

1. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD1,000.00; and
2. we make no representation concerning the quality of the Service and do not promise that the Service will:
   1. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have; or
   2. be secure, free of viruses or other harmful code, uninterrupted or error free.

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

1. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
2. it is fair and reasonable that the parties are bound by this clause 10.3.

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

1. supplying the Service again; and/or
2. paying the costs of having the Service supplied again.

11. LIABILITY

11.1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed insert cap e.g. an amount equal to the Fees paid by you relating to the Service in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 11.1 includes the cap set out in clause 10.2a.

11.2. Neither party is liable to the other under or in connection with these Terms or the Service for any:

1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
2. consequential, indirect, incidental or special damage or loss of any kind.

11.3. Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

1. personal injury or death;
2. fraud or wilful misconduct; or
3. a breach of clause 9.

11.4. Clause 11.2 does not apply to limit your liability:

1. to pay the Fees;
2. under the indemnity in clause 6.7; or
3. for those matters stated in clause 11.3a to 11.3c.

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

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

12. TERM, TERMINATION AND SUSPENSION

12.1. Unless terminated under this clause 12, these Terms and your right to access and use the Service:

1. starts on the Start Date; and
2. continues until a party gives notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
3. for the purposes of these Terms cancellation of service at any time prior to your next advance payment of fees is sufficient notice

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

1. breaches any material provision of these Terms and the breach is not:
   1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
   2. capable of being remedied; or
2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

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

12.4. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

12.5. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.7, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

12.6. At any time prior to one month after the date of termination, you may request:

1. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
2. deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.

To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.

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

1. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
2. used, or attempted to use, the Service:
   1. for improper purposes; or
   2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
4. otherwise materially breached these Terms.

12.8. Without limiting any other right or remedy available to us, we may restrict, suspend or terminate your access to and use of the Service without notice, for any or no reason, without liability, in our sole discretion and at any time. We may notify you of any such termination but are under no obligation to do so.

13. GENERAL

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

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

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

13.4. Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

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

13.6 We shall have the right to use your company name or logo in any publicity, advertising, and sales collaterals.

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

13.8. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.7, 8, 9, 11, 12.12.3 to 12.7 and 13.7, continue in force.

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

13.10. Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by both parties.

13.11. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 13.11.

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

Location & Incentive Intelligence: Terms of Use

Date last updated: 5 May 2026. 

Acceptance: These Terms & Conditions, including the schedules govern access to and use of Production Planner (the Service), an AI-assisted decision-support platform operated by Parrot Analytics Limited (Parrot, we, us, our). By accessing the Service, creating an account, uploading Customer Content or by clicking “accept”, you agree to these Terms. If you are using this service on behalf of a company, studio, streamer, agency, government body or other entity, you represent that you have authority to bind that organization (as referenced by Customer, you, or your).

1. Product Overview

   1. Service: Production Planner is an AI-assisted production planning, film and television production-location intelligence, and production-strategy platform. Production Planner may make changes to the Service at its sole discretion including but not limited to countries, commissions, incentive programmes, datasets, scoring models, usage limits (for instance: seats, file size, storage, model limits) and features. 

   2. Decision-Support Only: The Service is provided solely as a business decision-support tool and does not provide legal, tax, financial, production-services, location- management, or other professional advice. Parrot does not apply for incentives, obtain permits, file tax or rebate submissions or represent the Customer in any way. 

   3. B2B Use and Statutory Contracting Out: The Service is supplied for professional, business, and trade use only. Where the Customer and Parrot are both in trade: (i) the parties agree that the Consumer Guarantees Act 1993 does not apply; and (ii) the parties agree to contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986. Customer acknowledges that these arrangements are fair and reasonable because the Service is a professional decision-support tool subject to independent verification. 

2. Access Rights and Licence

   1. Access License: Parrot grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to access the Service solely for the internal business evaluation of a specific production project (the Permitted Purpose).

   2. Data Outputs License: Parrot grants Customer a non-exclusive, worldwide license to use and reproduce generated Reports (Outputs) solely for the project for which they were generated. Parrot holds no responsibility for unauthorised use or distribution of the Outputs other than for the Permitted Purpose.

   3. Permitted Sharing: Customer may share insights from Outputs with "Permitted Recipients" (financiers, advisers, production partners) provided they remain bound by confidentiality and all Parrot disclaimers will continue to apply.

   4. Visual References: AI-generated visual references (posters, splash images) are licensed for internal creative reference only and are not cleared for commercial marketing, public release, or trademark exploitation.

   5. Account suspension. Parrot may suspend or restrict an account, invitation, project, or user where reasonably necessary to protect the Service, Customer, Parrot, other customers, data security, legal compliance, or the integrity of Parrot Data.

3. Customer Data and Content

   1. Ownership and Rights: As between the parties, and subject to the grants expressly set forth in this Agreement, Customer retains all ownership rights, title, and interest in and to the data or information provided by Customer to Parrot via the Service, including but not limited to uploaded scripts, screenplays, pitch decks, budget estimates, and production documents (collectively the Customer Content).

   2. License: During the term of this Agreement, Customer grants to Parrot a non-exclusive, royalty-free, worldwide, and sub-licensable right and license to host, store,  copy, transmit, extract, parse, process, display, analyse, transform, and create Outputs from Customer Data solely in connection with providing, securing, and maintaining the Service for the Customer.

   3. Customer Responsibility: Customer possesses the necessary rights and consents to grant Parrot the rights set forth in this Agreement and warrants that no Customer Data will infringe, misappropriate, or violate any Intellectual Property Rights, rights of privacy, or rights of publicity.

   4. No AI model training on Customer Content: Notwithstanding any other provision, Parrot expressly warrants and represents that it shall not use Customer Content or any other confidential materials uploaded by the Customer to train, fine-tune, calibrate, validate, or otherwise improve any general-purpose artificial intelligence, large language model (LLM), or generative AI system.

   5. Subprocessor Compliance: Parrot further warrants that it shall impose identical contractual restrictions on its AI Providers and subprocessors, ensuring that Customer Content is processed solely for the generation of Customer-specific Outputs and is never ingested into a provider's public or shared training datasets.

   6. Data Integrity: Customer maintains sole responsibility for the accuracy, quality, and legality of all Customer Data. Parrot shall not be liable for script analysis errors resulting from Customer Content that lacks explicit environmental, cultural, or physical descriptors necessary for the model to draw accurate conclusions.

   7. Accuracy Responsibility: Customer has sole responsibility for the accuracy and legality of Customer Content. Parrot is not responsible for the AI's misinterpretation of scripts that lack explicit environmental or cultural descriptors.

4. Fees, Payment Terms, and Taxes

   1. Subscription Fees: Customer must pay all Fees stated in the applicable Order Form, Online Registration Form or invoice.

   2. Payment Terms: Fees for the Services are payable in advance at the time of purchase. By purchasing a subscription, you authorise us (or our third-party payment processor) to charge the applicable fees to your selected payment method. For recurring subscriptions, your subscription will automatically renew at the end of each subscription period and the applicable subscription fee will be charged in advance, unless you cancel before the renewal date. Except as required by applicable law or expressly stated otherwise, all fees are non-refundable.

   3. Taxes: Fees exclude GST, VAT, and withholding taxes, for which Customer is responsible.

5. Term, Termination, and Effects of Termination

   1. Term: This Agreement continues until all subscriptions or access periods have expired or been terminated. Unless otherwise specified at the time of purchase, subscriptions automatically renew for successive periods of the same duration unless cancelled before the applicable renewal date.

   2. Trial periods: Trial, pilot, beta, evaluation, internal, guest, or free access may be provided by Parrot for evaluation purposes only. Parrot may limit, suspend, or terminate trial, beta, guest, or free access by providing reasonable notice, at any time. Customer will be granted a 30-day window to export any Outputs from the day that notice is provided. 

   3. Termination for Cause: Either party may terminate if the other party materially breaches these Terms and fails to remedy the breach within 30 days of notice.

   4. Immediate Suspension: Parrot may immediately suspend access if it reasonably believes Customer is scraping Parrot Data, reverse-engineering scoring weights, or otherwise misusing the Service.

6. Representations, Warranties, and Disclaimers

   1. General. Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation; (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement; (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms ; and (e) it will perform its obligations and exercise its rights under this Agreement in accordance with all applicable laws.

   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES, PARROT DATA, AND OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE). TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARROT DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, PARROT DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF REBATE CALCULATIONS, COUNTRY RANKINGS, FINANCIAL PROJECTIONS, OR PRODUCTION RECOMMENDATIONS GENERATED BY THE SERVICE.

   3. No Professional Advice. Customer acknowledges and agrees that Data Outputs do not constitute, and are not a substitute for, legal, tax, accounting, financial, insurance, immigration, or production-accounting advice. Parrot does not act as a fiduciary or professional adviser, and Customer is solely responsible for independently verifying all Outputs before making any production or financial commitments.

   4. Specific. Customer represents and warrants that (i) it possesses the necessary rights and consents to grant Parrot the rights set forth in this Agreement with respect to Customer Data ; and (ii) none of the Customer Data (or the use of the Customer Data by Parrot) will infringe, misappropriate, or violate any Intellectual Property Rights, rights of privacy, rights of publicity, or any other rights of any individuals or entities.

7. Indemnification

   1. Parrot Indemnification. Parrot, at its sole expense, will defend Customer from and against any and all third-party claims, suits, actions, or proceedings (each a Claim), and indemnify Customer from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance, and in writing, by Parrot resulting from or arising in connection with the exercise of any of the rights granted to Customer under Section 2 with respect to the Services (excluding Customer Content, AI-generated images, and Data Outputs) infringing any Intellectual Property Rights of any third party. Parrot’s indemnification obligations do not extend to Claims arising from or relating to (a) any negligent or willful misconduct of Customer or any Customer Personnel; or (b) the use of the Services in a manner contrary to the terms of this Agreement.

   2. Customer Indemnification. Customer, at its sole expense, will defend Parrot from and against any and all Claims and indemnify Parrot from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance, and in writing, by Customer resulting from or arising in connection with:

      1. The alleged or actual breach of any of Customer’s representations or warranties.

      2. Any negligence or willful misconduct by Customer or any party acting on behalf of Customer.

      3. Customer Content or the use of Outputs in financial, investor, or government submissions.

      4. Third-party reliance on Data Outputs shared by Customer.

   3. Procedures. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving prompt written notice of the Claim; (b) granting the indemnifying party the option to take sole control of the defense and settlement (subject to prior written approval for affirmative obligations); and (c) providing reasonable cooperation and assistance at the indemnifying party’s request and expense.

8. Limitation of Liability

   1. Consequential Damages Waiver. EXCEPT FOR (A) BREACHES OF SECTION 9 (CONFIDENTIALITY), (B) INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, OR (C) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, INCENTIVES, REBATES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND. THIS INCLUDES BUT IS NOT LIMITED TO PRODUCTION DELAYS, COST OVERRUNS, OR DAMAGES ARISING FROM DECISIONS MADE IN RELIANCE ON THE SERVICE OR OUTPUTS.

   2. Liability Cap. EXCEPT FOR (A) BREACHES OF SECTION 9, (B) INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, OR (C) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO PARROT DURING THE 12-MONTH SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES OCCURRED.

   3. Data Security and AI. NOTWITHSTANDING ANY TERMS TO THE CONTRARY, PARROT WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF, AND/OR UNAUTHORIZED ACCESS TO ANY CUSTOMER DATA OR OTHER DATA UNLESS SUCH ACCESS SOLELY AND DIRECTLY RESULTS FROM PARROT’S GROSS NEGLIGENCE.

   4. Failure of Essential Purpose. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 8 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Confidentiality

   1. Protection of Information. Each party agrees not to disclose the terms and conditions of this Agreement to any third party, except in confidence to legal counsel, accountants, or in connection with a proposed merger or acquisition. Each party must protect the other party’s Confidential Information using at least reasonable care.

   2. Irreparable Injury. Each party acknowledges that unauthorized disclosure of Confidential Information will result in irreparable injury for which money damages would be inadequate. Either party shall be entitled to seek injunctive relief without the requirement to post bond or prove actual damage.

   3. Sensitive Creative IP. Customer Data, including unreleased scripts, storylines, and production strategy, constitutes Customer’s Confidential Information. Data Outputs, scoring methodologies, weighting logic, and Parrot Data constitute Parrot’s Confidential Information.

   4. Survival. Confidentiality obligations survive for three years after termination, except for trade secrets and highly confidential scripts or proprietary methodologies, which remain protected for so long as they remain confidential under law.

10. Algorithmic Logic and Systemic Biases

    1. Nature of Underlying Models. The Service utilizes non-deterministic, third-party Large Language Models (LLMs) and proprietary data enrichment pipelines to synthesize production-intelligence data. Customer acknowledges that these models operate on probabilistic patterns rather than absolute factual certainty. Consequently, Outputs are inherently subjective, and the Service’s generative capabilities may produce differing recommendations based on the same Input at different times.

    2. Weighted Evaluative Framework. The underlying models are configured to prioritize specific fiscal and operational metrics defined by Parrot as industry benchmarks. This evaluative framework incorporates a liquidity-bias logic which prioritizes accelerated capital recovery (payout speed) and comprehensive incentive eligibility. Customer acknowledges that these foundational model weights may result in the relative down-weighting of specific production scenarios, such as labor-restricted incentive structures, regardless of their individual merit.

    3. Interpretive Dependencies. The Service’s ability to generate accurate strategic insights is fundamentally dependent on the semantic depth and granular detail of the Customer Content. The underlying models may fail to account for physical, cultural, or logistical constraints that are not explicitly and descriptively articulated within the uploaded materials.

11. General Provisions

    1. Governing Law and Venue. This Agreement will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law, and the parties submit to the exclusive jurisdiction of the New Zealand courts. Parrot may seek injunctive or equitable relief in any jurisdiction where reasonably necessary to protect Parrot Confidential Information, Parrot Materials, Parrot Data, intellectual property, security, or access controls.

    2. Dispute Resolution and Escalation. Before commencing court proceedings, either party must first give written notice of the dispute. The parties must then attempt in good faith to resolve the dispute through senior representatives within 20 Business Days of that notice. This requirement does not prevent either party from seeking urgent injunctive or equitable relief.

    3. Feedback. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Customer to Parrot with respect to Parrot or the Services (collectively, Feedback) will constitute Confidential Information of Parrot. Parrot will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

    4. Data and Analytics. Notwithstanding any terms to the contrary in this Agreement, Customer acknowledges and agrees that Parrot may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Services and/or any individuals/entities that interact with the Services and any Customer Data (collectively, Parrot Analytics Data).

    5. Ownership. As between the parties and subject to the grants expressly set forth in this Agreement, Customer owns all right, title, and interest in and to Customer Data and any and all Intellectual Property Rights embodied in or related to the foregoing. Parrot, notwithstanding any terms to the contrary in this Agreement, owns all right, title, and interest in and to the Services and Parrot Analytic Data, together with any and all Intellectual Property Rights embodied in or related to the foregoing.

    6. Publicity. Parrot will not publicly identify Customer, Customer’s productions, scripts, titles, or projects as users of Production Planner without Customer’s prior written consent, unless permitted in an Order Form or required by law. General statements about Parrot Analytics’ customer base do not imply that any listed organisation uses Production Planner unless expressly stated and authorised.  Customer must not use Parrot’s name, logo, trademarks, or branding in press releases, marketing, investor materials, government submissions, pitch decks, or public communications in a way that suggests endorsement, certification, approval, or partnership without Parrot’s prior written consent.

    7. Force Majeure. Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, civil disturbances, disruption of telecommunications, cyberattacks, or any malicious or unlawful acts of any third party (a Force Majeure Event).

    8. Electronic Communications. Parrot may choose to electronically deliver all communications with Customer, including via email or in-product messaging. Customer agrees to do business electronically with Parrot and that electronic communications satisfy any legal requirement that such communications be in writing.

    9. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by Customer without the prior written consent of Parrot. Parrot may assign this Agreement without Customer's prior written consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

    10. Waiver and Severability. A party’s delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

    11. Entire Agreement. This Agreement, which includes these Terms, the Schedules, and any applicable Order Form, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, statements, and understandings. In the event of a conflict or inconsistency between the documents, the following order of precedence shall apply: (a) the applicable Order Form; (b) any signed data processing or security addenda; (c) these Terms; and (d) the Schedules. 

Schedule A: Product-Specific AI and Data Accuracy Terms

1. 1. Script Analysis Limitations: The Service utilizes AI to infer production requirements such as locations, themes, and cultural context. Customer must verify all such inferences, as the Service may misinterpret creative intent or overlook physical constraints.

   2. Budget and Financial Estimates: All cost projections, including crew, travel, and studio estimates, are indicative only. The Service is not a substitute for professional production accounting or line producing.

   3. Incentives and Rebates: Calculations are modeled estimates and do not guarantee eligibility, approval, or payment of any government program. Customer must verify incentive data directly with relevant government agencies and tax advisers.

   4. Scoring and Rankings: Country and risk scores are relative modeled outputs based on Parrot’s proprietary weighting and available data. They are not objective facts or safety certifications.

   5. Risk Indicators: Indicators regarding political or operational risk do not constitute security, travel, or insurance advice.

   6. Third-Party Data: Parrot does not guarantee the accuracy or availability of data regarding studios, facilities, or crew benchmarks provided by third-party sources.

   7. Seasonal and Weather Data: Outputs regarding climate or timing are indicative and may not reflect real-time volatility or local microclimates.

Schedule B: Acceptable Use Policy

Customers and Users must not:

1. access or use the Service for any purpose other than the internal business evaluation of a specific production project (the Permitted Purpose), nor use the Service on behalf of a Parrot competitor for the purpose of gathering competitive intelligence;

2. access the Service or use Outputs to build, train, test, benchmark, or improve any competing product, AI model, or analytics tool; nor systematically collect Parrot Data, country profiles, or scoring benchmarks through automated methods including scraping, crawling, or automated harvesting;

3. bypass usage limits, rate limits, or technical access controls; probe, scan, or attack the vulnerability of the infrastructure; nor attempt to extract the prompts, underlying models, reverse engineer, decompile, or derive source code, algorithms, or the proprietary weights used in scoring models;

4. share accounts, passkeys, or session tokens with unauthorised individuals, nor use guest invitations to evade seat limits, usage limits, or procurement requirements;

5. copy, modify, or create derivative works of Parrot Materials; nor remove, obscure, or alter any disclaimers, watermarks, source-date notices, or branding included in the Outputs;

6. upload Customer Content that contains malware, stolen materials, or unlawfully obtained scripts, or that Customer does not have the legal right to possess and process;

7. use the Service to generate deceptive financial projections, fraudulent incentive applications, or misleading government and regulatory submissions;

8. treat the Service or any Output as the sole basis for legal, tax, financial, insurance, safety, or production-accounting decisions without independent forensic validation by qualified professional advisers;

9. publicly benchmark the Service or publish comparative performance, accuracy, or pricing analyses without Parrot’s prior written consent;

10. use the Service in violation of any applicable laws—including sanctions, anti-bribery, or guild rules—nor to plan or facilitate physical harm, harassment, or fraud.

Schedule C: Data Processing Addendum (DPA)

1. 1. Scope and Roles

      1. This Data Processing Addendum applies where Parrot processes Customer Personal Information on behalf of Customer through the Service.

      2. For Customer Personal Information contained in Customer Content (such as scripts), Customer is the agency, controller, or business, and Parrot acts as the processor or service provider.

      3. For Account Data and usage metadata, Parrot may act as an independent agency or controller.

   2. Processing Instructions

      1. Parrot will process Customer Personal Information only to provide, operate, secure, and improve the Service as instructed by Customer through their use of the platform, or as required by law.

      2. Customer is responsible for ensuring that Customer Content may lawfully be submitted to the Service and that all required privacy notices and consents have been obtained.

   3. Model Training and Data Integrity

      1. Model Training Warranty: Parrot expressly warrants that it shall not use Customer Content or Customer Personal Information to train, fine-tune, or validate any general-purpose artificial intelligence or Large Language Model (LLM).

      2. No Sale of Data: Parrot will not sell Customer Personal Information.

      3. Accuracy: Customer is responsible for the accuracy, quality, and minimisation of the personal information submitted to the Service.

   4. Subprocessors

      1. Customer provides a general authorisation for Parrot to use subprocessors (listed in Schedule E) to provide the Service.

      2. Parrot shall impose written obligations on all subprocessors requiring confidentiality, security, and data protection safeguards at least as protective as those in this Agreement.

      3. Parrot will provide notice of any material new subprocessors; Customer may object on reasonable data-protection grounds within 10 Business Days.

   5. Security and Incident Notification

      1. Parrot will implement commercially reasonable administrative, technical, and organisational safeguards to protect Customer Data.

      2. Parrot will notify Customer without undue delay after becoming aware of a confirmed Security Incident affecting Customer Personal Information.

      3. Such notification is not an admission of fault or liability by Parrot.

   6. International Transfers and Deletion

      1. Customer authorises Parrot to process data in New Zealand and other jurisdictions where Parrot or its subprocessors operate, provided appropriate lawful transfer mechanisms are in place.

      2. Upon termination or written request, Parrot will delete or return Customer Personal Information, except to the extent retention is required by law or standard backup practices.

   7. Regulatory Supplements

      1. GDPR / UK GDPR: Where applicable, the parties agree that Customer is the controller and Parrot is the processor under Article 28, and Parrot will assist with data subject requests and security impact assessments.

      2. US State Privacy Laws: Where applicable, Parrot acts as a service provider or contractor and will not retain, use, or disclose personal information outside the specific business purposes of providing the Service.

Schedule D: Security Addendum

Parrot’s security program for the Production Planner includes:

1. Logical Isolation: Separation of customer projects through strict access controls to prevent cross-project data leakage.

2. Encryption Standards: Industry-standard encryption for data in transit and at rest within Parrot’s cloud infrastructure.

3. Access Governance: Multi-factor authentication and least-privilege principles for all personnel with administrative access to the Service.

Schedule E: Material Subprocessors

To provide the full functionality of the Production Planner, Parrot utilizes the following material infrastructure providers:

1. AWS (Amazon Web Services): Primary cloud hosting and infrastructure.

2. Anthropic (via AWS Bedrock): Claude Haiku and related LLMs for final country evaluation and decision logic.

3. Google Vertex AI: For secondary script processing and visual concept generation.

Schedule F: Mandatory Decision-Support Disclaimer

This disclaimer must remain conspicuous on all exported materials:

This report is generated via AI-assisted modeling and is for internal decision-support only. Calculations are based on specific fiscal weighting—including payout-acceleration (NPV) priorities—which may result in the down-weighting of certain labor-only rebate structures. This report does not constitute professional legal, tax, or production-accounting advice. The user is solely responsible for the independent validation of all jurisdictional data and physical requirements before initiating production or financial commitments. Parrot Analytics does not guarantee cost savings, incentive eligibility, or production success.