Account Owner Terms and Conditions

1. INTERPRETATION
1.1 Definitions: In these Terms:
“Account Holder” means the owner of an account registered with us for the receipt and filtering of certain geo-data via that account and (at your option) the provision of a stream of geo-data associated with your account, either by distributing selected data yourself or by allowing certain Users to input the relevant data (or both).

“Application” means all software involved in the collection, filtering and distribution of geo-data, or otherwise used in connection with the Site, the Content and/or the SaferMe service as we update it from time to time in our discretion and made available via the Site.

“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.

“Content” means information uploaded, downloaded or appearing on the Service (whether created by us, you or other Users) including map data, notifications, alerts, locations, texts and photos or other information.

“Fees” means the fees payable by you as set out here (which we may change from time to time by notice to you) plus any applicable sales taxes or duties.

“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); trade marks; 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 material form or not, about an identifiable individual, or an individual whose identity can be reasonably ascertained, from that information.

“Privacy Policy” means our privacy policy, which you can access at Privacy policy.

“Service” means the SaferMe service provided to Account Holders, including the Application, 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 Service.

“Terms” means the contract between you and us as set out in these account holder terms and the Privacy Policy.

“User” means any Account Holder or any other user of the Application or the Site.

“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 Service.

“Your Content” means all Content you input onto the Service.

1.1 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 Signing up as an Account Holder: In order to access the Service you must register with us as an Account Holder. You may use the Site to request that you be registered as an Account Holder and we will promptly notify you whether the request has been accepted or declined. If accepted you will be authorised to receive the Service. If declined you will not be authorised to receive the Service and we shall promptly refund any fees paid in respect of becoming an Account Holder (if any). You agree that any information you give to us in connection with your account or your continued use of the Service is accurate, correct and up to date.

2.2 Updates to Service: You accept and agree that we may amend, update, and/or modify the Service at any time in our discretion. Your rights under these Terms will continue to apply to the Service as modified and updated by us.

2.3 Fees: By accessing and using the Service, you agree to pay our Fees. You must pay any initial monthly Fee on registering as an Account Holder. The Service will automatically renew monthly for an additional month (Term) by default. You must pay the then-current Fees for each renewed Term. You must notify us in writing if you do not want the Service to automatically renew at least ten days before the end of the then-current Term and your account will terminate at the end of that Term. The name that will appear on your statement will be SaferMe.

2.4 Credit cards: As long as you hold an account with us, you must provide us with valid credit card information for payment of the Fees. By providing us with credit card information, you represent and warrant to us that you are authorised to use that credit card and that we are authorised to deduct the Fees against that credit card in accordance with clause 2.3. If credit card authorisations or charge attempts are declined, we may immediately suspend or terminate your access to the Service in our sole discretion.

2.5 Fee is non-refundable: The Fee is non-refundable and if these Terms are terminated prior to the end of the then-current Term, no portion of the Fee will be repaid to you.

3. USE OF SERVICE
3.1 Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify us of any unauthorised use of any passwords or any other breach of security.

3.2 Compliance: You must comply with all operating procedures, instructions or acceptable use policies notified by us from time to time.

3.3 Acceptable use: You must not use the Service 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.

3.4 Specific restrictions: When accessing and using the Service, you must:

a not attempt to undermine the security or integrity of our computing systems or networks or, where the Application is hosted by a third party, that third party’s computing systems and networks;

b not use, or misuse, the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other person to use the Service;

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 Service, 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 any computer programs used to deliver the Service 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; 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 Service.

3.5 Limits on your use: You acknowledge and agree that we may impose limits or restrictions on your use of the Service, including (without limit) restricting the type or amount of Content (including reports or alerts) that you may submit or receive through the Service, or the Users to whom you may provide Content through the Service, at any time and at our discretion.

3.6 Limiting access: Without limiting any other right or remedy available to us, we may, at our sole discretion and without notice:

a limit or suspend your access to the Service or any part of the Service;

b terminate your account; and/or

c refuse to publish or forward, or delete, edit or remove any of the relevant material or information in the Content, including Your Content, if we consider that you are in breach of any of the Terms.

3.7 delivery policy: The service is delivered electronically and is available for immediate use from this website following a successful purchase.

4. CONFIDENTIALITY
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 Service 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. CONTENT
5.1 Your Content: You own Your Content. By inputting Your Content onto the Service, you grant us the right to use, modify, distribute and disseminate Your Content as part of the Service (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 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 Service.

5.2 Receipt and distribution of Content: Any Content received by you is owned by the User that inputted the Content onto the Service. You have the right to use, modify, distribute or disseminate that Content as you see fit, including the use of that Content to provide a stream of Content associated with your account to certain Users via the Site (and you are granted a perpetual, non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to do the same in respect of any Intellectual Property related to that Content).

5.3 Other Content: You acknowledge that we do not control any Content provided by any person other than us (Other Content). By using the Service, you acknowledge that you may be exposed to Content or other materials submitted by third parties that may be offensive or otherwise objectionable. You acknowledge and agree that we do not endorse, approve or take responsibility for any Other Content (including Your Content and any stream of Content associated with your account), nor are we responsible for any loss or damage that may be incurred by you as a result of any Other Content, or as a result of any reliance placed by any person on the completeness, accuracy or existence of any Other Content.

5.4 Contact with Users: You acknowledge that we do not act as agent for any User. You agree that all contact between you and Users are conducted at your own risk and that we take no responsibility or liability for the conduct of any Users.

5.5 No compensation: All use by us, Users or any other third party of Your Content or any stream of Content associated with your account may be made with no compensation paid to you.

5.6 Links: The inclusion in the Service 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

6.1  Each of you and us agree to comply with our obligations in the Privacy Policy and all applicable privacy laws in connection with any Personal Information that we store, access or process through the Services.

6.2  You agree that you will have obtained consents from all persons whose Personal Information is made available by you or your Users via the Application as necessary to enable us to validly access and process Personal Information in the manner required for the provision of the Services and performance of our obligations under these Terms.

7. INTELLECTUAL PROPERTY
7.1 Our rights: You acknowledge and agree that we own all legal right, title and interest in and to the Service, including any Intellectual Property rights in the Service (other than those rights, title and interest in the Content retained by Users in accordance with clause 5).

7.2 The Service: All future Intellectual Property rights generated by us, or the Application, from Your Content will be owned solely by us and/or our licensors (if any) and by using or accessing the Service 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 Your Content: You warrant that you have all rights and have obtained all permissions necessary to 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 Service and information derived from the Service.

8.3 No warranties about the Service: We give no warranty in respect of the Service, which is provided “as is”. Without limiting the above, we do not warrant that the Service will meet your requirements, will be uninterrupted or error free, will be free from defects or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded to the extent permitted by applicable law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. Without prejudice to this clause 8.3, we do not warrant that the Service will always be available, or be available at all at any time, or the information provided by the Service is complete, true, accurate or not misleading.

8.4 Your responsibility: You acknowledge that the Service is 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 Service. The Service does not constitute, and is not intended to constitute, advice of any kind.

8.5  Consents and authorizations: You acknowledge and agree that you are responsible for procuring all licenses, authorizations, and consents required for you and your Users, employees, contractors, and representatives to use the Application and the Services, including to use, store and input Content into, and process and distribute data through, the Services in the manner anticipated by these Terms.

8.6  Warranty:  You warrant and undertake to us that you have obtained and will maintain throughout the entire period in which you have access to the Services, all licenses, authorizations, and consents required under clause 6.6 and clause 8.5.

9. PRIVACY
Without limiting any of your obligations in clause 6 (relating to personal information) clauses, you acknowledge and agree that you are responsible for your use of the Service and for the Content you submit to the Service. Please refer to our Privacy Policy (which constitutes part of these Terms) for details of the information the Service makes publicly accessible, the data the Service shares with third parties, and what personal data the Service will store.

10. TERMINATION
10.1 Termination by you: You may terminate these Terms at any time by written notice to us and we will close your account within 10 days of that notice.

10.2 Termination by us for cause: We may terminate these Terms 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.

10.3 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.

10.4 Closing your account: Once your account has closed for any reason, we may permanently delete any Content associated with your account, including Your Content.

11. 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 Service or any information created or derived from the Service by you, including (without limitation) any claim by any person in connection with any failure by you to comply with any applicable laws,  any claim arising under a dispute between you and any User and any claims relating to a breach by you of your obligations under clauses 6 or 9 of these Terms.

12. LIMITATION OF LIABILITY
12.1 Excluded losses: We will not be liable for any of the following in respect of these Terms or the Service, 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 Application;

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.

12.2 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.

12.3 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 Service (including all claims for damage to property, personal injury or death) will not exceed NZ$500.

12.4 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.

12.5 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.

12.6 Separate limitations: Each of the limitations and exclusions of liability set out in this clause 12 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 clause 12.

13. GENERAL
13.1 Rights of third parties: 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.

13.2 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.

13.3 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.

13.4 Subcontracting by us: We may subcontract any of our rights or obligations under these Terms at any time, including any hosting of the Application or Your Content.

13.5 Entire agreement: These Terms express the complete agreement between you and us in respect to the Application. There has been no representation made by either party to the other except as expressly set out in this document.

13.6 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.

13.7 Governing Law and Jurisdiction: These Terms and your use of the Application 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.