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User Terms and Conditions.
These Terms set out the contract between you and us regarding the use of the Contact Cards and Services. To use the Contact Cards and/or Services you must agree to the Terms. You can accept the Terms by clicking to accept or agree to the Terms, or by accessing or using the Contact Cards or Services.
We may change or amend these Terms at any time by notifying you of the change by email or by posting a notice to the App or on the Site. If you use the Contact Cards or Services after the date on which the Terms have been updated, your use will be deemed to be acceptance of those updated Terms.
1.1 Definitions: In these Terms:
“App” means all software involved in the collection, filtering and distribution of geo-data, or otherwise used in connection with the Contact Cards and Services as we update it from time to time in our discretion.
“Confidential Information” means any and all information (whether that information is oral, written or embodied in any other physical or electronic form) which is obtained directly or indirectly from another party under or in connection with these Terms, and which is marked or stated to be confidential or which by its nature is reasonably intended to be confidential.
“Contact Card” means a wearable card provided by us that collects contact data for use in connection with the Services.
“Content” means information uploaded, downloaded or appearing on the Service (whether created by us, you or other users or customers of the Service) including contact data collected through a Contact Card, map data, notifications, alerts, locations, texts and photos or other information.
“Account Holder” means the owner of an channel registered with us for the collection and filtering of geo-data and who may (at the option of the Account Holder) provide a stream of data associated with that channel, either by distributing selected data themselves or by allowing certain users to input the relevant data (or both).
“Intellectual Property” means any and all intellectual and industrial property rights throughout the world including but not limited to rights in respect of, or in connection with: copyright (including future copyright and rights in the nature of, or analogous to, copyright); trademarks; inventions (including patents); any Confidential Information; service marks; designs; and whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of those rights and includes all renewals and extensions.
“Personal Information” means information (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about an identifiable individual, or an individual whose identity can be reasonably ascertained, from that information.
“Services” means the SaferMe health & safety and contact tracing services provided by us via the App and/or through Contact Cards, including the App, the Site and any Content.
“Site” means the website operated by us at the following URL: https://www.safer.me including the public areas of the website available to any user without logging in to the Services.
“we”, “us” or “our” means SaferMe Limited, company number 3826916, a New Zealand company with its registered office at Deloitte, Level 16, 10 Brandon Street, Wellington 6011, New Zealand.
“you” or “your” means the individual or entity who has registered to use the Contact Cards and/or Services.
“Your Content” means all Content collected through your use of a Contact Card or the Services or that you input onto the Services.
1.2 Interpretation: In these Terms, unless the context requires otherwise:
a clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
b words importing the singular include the plural and vice versa; and
c a reference to:
i a party includes that party’s permitted assigns;
ii $ or dollars is a reference to New Zealand currency;
iii personnel includes officers, employees, and contractors;
iv including and similar words do not imply any limitation; and
v 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.
2 RIGHT TO USE
2.1 Right to use: We give you the right to access and use the Contact Cards and Services for your and the Account Holder’s own internal business purposes. This right is non-exclusive, non-transferable, and limited by and subject to these Terms.
2.2 Updates to Services: You accept and agree that we may amend, update, and/or modify the Services at any time in our discretion. Your rights under these Terms will continue to apply to the Services as modified and updated by us.
3 USE OF CONTACT CARDS AND SERVICES
3.1 Signing up for a user channel: In order to access the Services, you must have a SaferMe channel with us. Subject to clause 8.3bii, you agree that any information you give to us in connection with your SaferMe channel or your continued use of the Contact Cards or Services is accurate, correct and up to date.
3.2 Access conditions: You must ensure that all usernames and passwords required to access the Contact Cards or Services are kept secure and confidential. You must immediately notify us of any unauthorised use of any passwords or any other breach of security.
3.3 Compliance: You must comply with all operating procedures, training, instructions, documentation, guidelines, or acceptable use policies provided or notified by us from time to time.
3.4 Acceptable use: You must not use the Contact Cards or Services for any illegal purpose or activities, or for the transmission or storage of material which is unlawful, defamatory, harassing, invasive of any individual’s privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses or which may infringe the Intellectual Property of any third party.
3.5 Specific restrictions: When accessing and using the Contact Cards or Services, you must:
a not attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
b not use, or misuse, the Contact Cards or Services in any way which may impair the functionality of the Contact Cards or Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
c not attempt to view, access or copy any materials or data other than that to which you are authorised to access;
d not transmit, or input into the Services, any files that may damage any other person’s computing devices or software;
e not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Contact Cards or any computer programs used to deliver the Services or to operate the Site (except as is strictly necessary to use either of them for normal operation) nor communicate the same to any person nor directly or indirectly allow or cause a third party to do so nor otherwise attempt to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any protection mechanisms in the Contact Cards or Services (or any part of them); and
f notify us if you have knowledge of the existence of any circumstance that may suggest that a person may have unauthorised knowledge, possession or use of any part of the Contact Cards or Services.
3.6 Limits on your use: You acknowledge and agree that we may impose limits or restrictions on your use of the Services, including (without limit) restricting the number of reports or alerts you may submit or receive through the Services, at any time and at our discretion.
3.7 Limiting access: Without limiting any other right or and remedy available to us, we may, at our sole discretion and without notice:
a limit or suspend your access to the Services or any part of the Services;
b limit or suspend the collection of contact data via the Contact Card assigned to you;
c terminate your channel; and/or
d refuse to publish or forward, or delete, edit or remove any of the relevant material or information in the Content, including Your Content.
4.1 Your confidentiality obligation: You must preserve the confidentiality of any Confidential Information of any other person (including us) obtained in connection with these Terms or your use of the Contact Cards or Services and take reasonable steps to keep Confidential Information in your possession or control secure from unauthorised access.
4.2 Exceptions: Clause 4.1 will not apply to any information which:
a is or becomes public knowledge other than through a breach of these Terms;
b is received from a third party who lawfully acquired it and who is under no obligation regarding its disclosure; or
c is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party.
5.1 Your Content: You own Your Content. By using a Contact Card or inputting Your Content onto the Services, you grant us the right to use, modify, distribute and disseminate Your Content as part of the Services (and you provide us with a perpetual, non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to do the same in respect of any Intellectual Property related to Your Content) and you acknowledge that (subject to clause 5.2) your name and other personal details may be displayed in connection with Your Content. You agree that we have the right to use Your Content to provide, promote, and improve the Contact Cards and Services.
5.2 Anonymity: If you have indicated that you wish to be anonymous when inputting Your Content onto the Service, we will use our best endeavours to ensure that your name and other personal details will not be displayed to other users or any Account Holders as being connected with that Content. Depending on the nature of Your Content, you acknowledge that it may still be possible for us to identify you as the provider of Your Content and to record that information. Your personal information may still be disclosed to certain parties in accordance with clause 6, other than in a manner that associates your personal information with any Content that you have inputted into the Service anonymously.
5.3 No compensation: All use by us, Account Holders or any third party, of Your Content, may be made with no compensation paid to you.
5.4 Other Content: You acknowledge that we do not control any Content provided by any person other than us. By using the Services, you may be exposed to Content or other materials submitted by third parties or other users that may be offensive or otherwise objectionable. You acknowledge and agree that we are not responsible for any loss or damage that may be incurred by you as a result of any Content provided by any person, or as a result of any reliance placed by you on the completeness, accuracy or existence of any such Content.
5.5 Links: The inclusion in the Services of links to other sites does not imply any endorsement, approval, or recommendation of, or responsibility for, the contents, operations, products, or operators of those sites. We take no responsibility for any damage or harm arising out of the inclusion of such links.
6 PERSONAL INFORMATION
6.2 You agree that you will have obtained consents from all persons whose Personal Information you collect or make available via the Contact Cards and Services as necessary to enable us to validly access and process Personal Information in the manner required for the provision of the Services and the exercise of our rights and performance of our obligations under these Terms.
7 INTELLECTUAL PROPERTY
7.1 Our rights: You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Services, including any Intellectual Property rights in the Contact Cards or Services (other than those rights, title and interest in the Content retained by users in accordance with clause 5).
7.2 The Services: All future Intellectual Property rights generated by us, or the Services, from Your Content will be owned solely by us and/or our licensors (if any) and by using or accessing the Contact Cards or Services you assign and transfer to us all such Intellectual Property rights.
7.3 Indemnity: You indemnify us against any liability, claims, costs (including the actual legal fees charged by our solicitors), and losses of any kind arising from any actual or alleged claim by a third party that our use of Your Content:
a infringes a third party’s Intellectual Property rights or privacy rights;
b is defamatory, objectionable, obscene or harassing;
c is unlawful in any way; or
d is otherwise in breach of these Terms.
8 WARRANTIES AND ACKNOWLEDGEMENTS
8.1 Information stored on the App: You warrant that you have all rights and have obtained all permissions necessary to collect your Content and disclose Your Content to us and for us to use such information in accordance with these Terms.
8.2 Compliance with laws: You warrant that you will comply with all applicable laws in respect of your use of the Contact Cards and Services and information collected using or derived from the Contact Cards or Services.
8.3 Warranties about the Contact Cards and Services:
a TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE GIVE NO WARRANTY IN RESPECT OF THE SERVICES, WHICH ARE PROVIDED “AS IS”.
b We may provide limited warranties for the Contact Cards to the purchaser of the Contact Cards or as otherwise required by applicable law. The purchaser of the Contact Cards may enforce those warranties (if any) in accordance with their terms. EXCEPT TO THE EXTENT YOU ARE ENTITLED TO ENFORCE SUCH WARRANTIES AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE GIVE NO WARRANTY TO YOU IN RESPECT OF THE CONTACT CARDS, WHICH ARE PROVIDED TO YOU “AS IS”.
c Without limiting the above:
i we do not warrant that the Contact Cards or Services will meet your requirements, will be uninterrupted or error free, will be free from defects or that they will be suitable for any particular purpose; and
ii due to limitations with radio signals and Bluetooth systems, we do not warrant that Content collected through Contact Cards and App will be complete or error-free. In particular, some false positives or false negatives may occur.
d TO AVOID DOUBT, ALL IMPLIED CONDITIONS OR WARRANTIES ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE AND NON-INFRINGEMENT.
e Without prejudice to this clause 8.3, we do not warrant that the Contact Cards or Services will always operate or be available, or will operate or be available at all at any time, or the information provided by the Contact Cards or Services is complete, true, accurate or not misleading.
8.4 Your responsibility: You acknowledge that the Contact Cards and Services are an information tool which can be used for geospatial mapping and reporting, in conjunction with other sources of information. It remains your responsibility to review, interpret and verify all information and outputs provided by the Contact Cards and Services. The Contact Cards and Services do not constitute, and is not intended to constitute, advice of any kind.
8.5 HEALTH AND SAFETY DISCLAIMER: USE OF THE CONTACT CARDS AND/OR SERVICES DOES NOT GIVE ANY INDICATION THAT YOU ARE SAFE OR IN DANGER, NOR DOES IT NECESSARILY RECORD EACH INTERACTION YOU HAVE WITH ANY PERSON, FAUNA, FLORA OR PLACE THAT YOU ARE NEAR OR IN CONTACT WITH. USE OF THE CONTACT CARDS AND/OR SERVICES DOES NOT MEAN THAT YOU ARE PROTECTED FROM ANY HARM, INJURY, VIRUS OR DISEASE, NOR DOES IT MEAN THAT YOU ARE NOT SOLELY RESPONSIBLE FOR YOUR OWN HEALTH AND SAFETY (INCLUDING THAT YOU WILL NOT CONTRACT COVID-19). THE CONTACT CARDS AND SERVICES ARE AN AID TO TRADITIONAL CONTACT TRACING. THE USE OF THE CONTACT CARDS AND/OR SERVICES IS NO SUBSTITUTE FOR PROPER HEALTH AND SAFETY PROCEDURES.
8.6 Bluetooth: The Contact Cards utilise Bluetooth Low Energy technology. Bluetooth Low Energy is a very low power radio system used in consumer electronics. Bluetooth Low Energy technology is designed to work with other third party IT systems and will access the operating system of your IT environment and devices. As such, the use of Bluetooth Low Energy technology as part of use of the Contact Cards may interfere with your IT environment and other software, products, devices and applications that you may use (whether or not they use Bluetooth) including that it may require fewer connected devices in order for the Contact Cards and/or Services to operate. While Bluetooth Low Energy technology typically does not interfere with pacemakers, common electrical equipment or facility communication infrastructure, the use of Bluetooth Low Energy technology as part of use of Contact Cards should be checked against limitations within your facilities and your IT environment and is at your risk. It is your obligation and responsibility to continually test, monitor and review your IT environment and other software, products, devices and applications that you may use to ensure that the Contact Cards and Services and your other devices, electrical goods, software and applications operate as intended.
8.7 Consents and authorizations: You acknowledge and agree that you are responsible for procuring all licenses, authorizations and consents required for you and your employees, contractors and representatives to use the Contact Cards and the Services, including to collect, use, store and input Content using and into, and process and distribute data through, the Contact Cards and Services in the manner anticipated by these Terms.
8.8 Warranty: You warrant and undertake to us that you have obtained and will maintain throughout the entire period in which you use or have access to the Contact Cards and Services, all licenses, authorizations, and consents required under clauses 6.2 and 8.7.
10.1 Termination by us for cause: We may terminate these Terms and your right to access and use the Contact Cards and Services immediately by notice in writing if you:
a are in breach of these Terms and the breach is not capable of being remedied; or
b are in breach of these Terms and, if the breach is capable of being remedied, you have not remedied the breach within seven days of receiving notice of the breach.
10.2 Accrued rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
11 CONSENT TO EMAILS AND SMS
11.1 Consent: You agree to receive emails and/or SMS messages from us or any Account Holder to whose channel you have subscribed at any time, including updates and information about the Services as well as any information and offers about our other products and services or the products and services of any Account Holder to whose channel you have subscribed at any time.
12.1 Indemnity: You indemnify us against all damages, losses and expenses of any kind (including the actual legal fees charged by our solicitors) arising out of any third party claim against us in connection with your use of the Contact Cards and/or Services or any information collected through your use of a Contact Card or Services or created or derived from the Contact Cards or Services by you, including (without limitation) any claim by any person in connection with any failure by you to comply with any applicable laws or your obligations under clauses 6 or 9 of these Terms.
13 LIMITATION OF LIABILITY
13.1 Excluded losses: We will not be liable for any of the following in respect of these Terms or the Contact Cards or Services, however they arise, and even if the event was foreseeable or the possibility had been brought to our attention:
a loss of profit;
b loss of use of the Contact Cards or Services;
c loss of any data, including Your Content;
d loss of opportunity;
e loss of revenue;
f loss of contracts; or
g loss of business.
13.2 Indirect loss and loss caused by another: We will not be liable for:
a any consequential indirect or special damage or loss of any kind; or
b any failure to comply with these Terms, caused by your actions or omissions or the actions or omissions of your servants, agents or any other persons whatsoever.
13.3 Limitation on liability: Despite any other provision of these Terms our total aggregate liability for all claims arising under or in connection with these Terms or the Contact Cards or Services (including all claims for damage to property, personal injury or death) will not exceed NZ$500.
13.4 Service providers and suppliers: We utilise a range of service providers and suppliers to provide the Contact Cards and Services. To the maximum extent permitted by law, those persons (and their officers, employees, contractors and agents) will not be liable to you or anyone else for any claims, costs, damages, losses or other liabilities of any kind arising in any way from the Contact Cards or Services or from your use of the Contact Cards or Services. This clause creates an obligation that our service providers and suppliers (and their officers, employees, contractors and agents) can enforce, whether as a defence or otherwise.
13.5 Time bar: Despite any other provision of these Terms we will not be liable to you in respect of any claim unless you have notified us of that claim within 12 months of the event giving rise to that claim being reasonably discoverable.
13.6 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of, limiting or excluding any laws or liability that cannot be legally excluded. To the extent our liability cannot be excluded but can be limited, our liability is limited as set out in clause 13.3.
13.7 Force Majeure: We will not be liable to you for any failure to comply with these Terms or delay in complying with these Terms to the extent caused by events beyond our reasonable control.
13.8 Separate limitations: Each of the limitations and exclusions of liability set out in this clause 13 is a separate limitation or exclusion and applies regardless of whether such liability arises in contract, tort (including negligence) or otherwise. To the extent any particular limitation or exclusion is not permitted under applicable law, that particular limitation of exclusion will be deemed not to apply but will not affect any of the remaining limitations or exclusions under this clause13.
14.1 Rights of third parties: Except as set out in clause 13.4, no person other than you and us has any right to a benefit under these Terms or will have any right to enforce these Terms.
14.2 Waiver: All of our rights will remain in full force despite any delay in enforcement.
We will not be deemed to have waived any right unless that waiver is in writing and signed by our duly authorised officer. Any waiver will apply only to the particular matter in respect of which it is given.
14.3 Assignment: We may assign our rights and obligations under these Terms (and may transfer our shares, issue new shares of make other arrangements) at any time.
14.4 Subcontracting by us: We may subcontract any of our rights or obligations under these Terms at any time, including any hosting of the Services or Your Content.
14.5 Entire agreement: These Terms express the complete agreement between you and us in respect to the Contact Cards and Services. There has been no representation made by either party to the other except as expressly set out in this document.
14.6 Severability: If any provision of these Terms is, or becomes, unenforceable, illegal or invalid for any reason, these Terms will remain in full force apart from such provision which will be deemed deleted.
14.7 Governing Law and Jurisdiction: These Terms and your use of the Contact Cards and Services will be governed by, and construed in accordance with, the laws of New Zealand. You irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with these Terms. You irrevocably waive any objection you may now or in the future have to the venue of any proceedings, and any claim you may now or in the future have that any proceedings have been bought in an inconvenient forum, where that venue falls within this clause.