CRITICALARC SAFEZONE END USER LICENCE AGREEMENT
YOU MUST READ THE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT (“the Agreement”) BEFORE INSTALLING THIS APPLICATION.
IMPORTANT: BY CLICKING THE "VERIFY" LINK, INDICATING YOUR ASSENT ELECTRONICALLY, OR OTHERWISE INSTALLING THE SAFEZONE APPLICATION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT CONTINUE TO REGISTER AS A USER, QUIT THE APPLICATION AND UNINSTALL THE SAFEZONE APPLICATION.
BY CLICKING THE “VERIFY” LINK YOU ARE CREATING A BINDING LEGAL AGREEMENT BETWEEN YOU AND CRITICALARC PTY LTD (“CRITICALARC”). YOU CANNOT ENFORCE THIS AGREEMENT WITH APPLE, GOOGLE OR MICROSOFT. HOWEVER APPLE, GOOGLE OR MICROSOFT AND THEIR SUBSIDIARIES AND BENEFICIARIES WILL HAVE THE RIGHT TO ENFORCE THE TERMS AGAINST YOU.
YOU WARRANT AND REPRESENT THAT YOU HAVE FULL POWER, CAPACITY AND AUTHORITY TO ACCEPT THESE TERMS.
Approved Purpose means the use of SSS for the purpose of supporting the provision of security services by the Security Team to users in the Area.
Area means the SafeZone areas defined by Your Security Team for coverage of the SSS.
CriticalArc means CRITICALARC PTY LTD (ABN 69 154 820 603) of Level 1, Mike Codd Building 232, Squires Way, Innovation Campus, Fairy Meadow NSW 2519 Australia.
Device means any compatible mobile device using authorized iOS, Android or Windows Phone operating systems upon which an End User downloads and installs the SafeZone Application.
Licence means the non-exclusive, non-transferrable right granted to the User to install and/or use the SafeZone Application on one device in accordance with Clause 1 and the terms and conditions of this Agreement.
SafeZone Application (“the Application”) means the application downloaded by You to send security alerts to the SSS.
SafeZone OmniGuard Application means the application installed on a Device and used by Your Security Team to respond to a security alert from You.
SafeZone Security System (“SSS”) means the CriticalArc SafeZone Security System which includes the SafeZone Application and SafeZone OmniGuard Application and includes any update, new Version or modification.
Your Security Team and Security means users designated by Your Security Team to be registered users of the SafeZone OmniGuard application.
TERMS AND CONDITIONS
1.1 CriticalArc grants You a non-exclusive, non-transferable right to install and/or use the SafeZone Application on one Device for the Approved Purpose and in accordance with the terms and conditions of this Agreement.
2.1 This Agreement will commence upon You agreeing to be bound by the terms of this Agreement and shall continue until Your Security Team ceases to offer the SSS.
2.2 You will be notified by CriticalArc and Your Security Team if Your Security Team decides to cease offering the SSS.
2.3 It is Your responsibility to:
(a) ensure Your Device is compatible with the Application and is in good working order;
(b) configure Your Device to work with the Application including without limitation, having location services turned on to enable all networks to locate Your position in the event that you send an Alert;
(c) organize necessary related services from Your telecommunications carrier including without limitation paying for any charges related to the use of Your Device even if those charges arise as a result of using the Application; and
(d) install all updates of the Application to ensure You have the current version.
2.4 By downloading the Application You will connect to the SSS. When You use the Application on Your Device to send an Alert it will be processed by the SSS which will send a notification to Your Security Team (“Security”) who, when received, will respond to the Alert in accordance with accepted Security practices.
2.5 You understand and agree that the receipt of the Alert by the SSS and Security and thus the resulting response time may be impacted by network coverage, software issues, hardware issues, communication and any number of other technical issues. CriticalArc and Your Security Team cannot guarantee that the Alert will be received by the SSS and and/or Security. CriticalArc and Your Security Team will not be responsible for any failure of the Application howsoever caused to send an alert to Security and will not be liable for any loss suffered by You as a result.
2.6 You agree that the Application is only operational for the Approved Purpose within the Area and you cannot rely on the Application for a security response outside the Area or the Approved Purpose.
2.7 You understand and agree that:
(a) The Application and SSS is provided to You as a service “as is” and “as available” and Your use of the Application solely at Your own risk.
(b) The Application is intended to provide an alert to Security for a response to Your personal safety or the personal safety of another. It is expected that You will use the Application when Your safety is threatened or You require first aid or security assistance or You are seeking assistance for another person. You cannot rely on the Application and SSS to provide a lifesaving emergency response. In the event of an emergency event You should call 000 immediately.
(c) Misuse of the Application would undermine the operation of the Application. If You misuse the Application in any way, Your Security Team will provide You with a formal warning. If Yourepeat the misuse of the Application, Your Security Team may terminate Your access to the Application. Your Security Team and CriticalArc will not accept any responsibility or liability if Youraccess is terminated in accordance with this clause
(d) The Application will only be operative on the Area;
(e) The maintenance and support for the Application is provided by CriticalArc only. Your Security Team, Apple, Google or Microsoft are not responsible for the Application itself and it is not the responsibility of Your Security Team, Apple, Google or Microsoft to provide any maintenance or support services to You. For support, send an email to email@example.com; and
(f) You represent and warrant that You are not located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and You are not listed on any U.S. Government list of prohibited or restricted parties.
3.1 The Licence does not include rights to, and You must not sublicense, decompile, reverse engineer, disassemble, modify, adapt, translate, rent, lease, loan, or create derivative works based on, the Application or part thereof, except as otherwise expressly permitted in this Agreement.
3.2 Except as expressly permitted in this Agreement, You must not copy the Application.
3.3 You must not, whether in whole or part do anything to enable the Application installed on one Device to be accessed by or via another Device in respect of which You have not been granted a Licence to use the Application.
4.1 CriticalArc may audit Your use of the Application for the purpose of evaluating and improving the Application.
4.2 By transmitting any message, communication, information (including personal information) or data including location information, security alerts and responses (‘Content”), You grant CriticalArc an irrevocable licence to collect, use, store, handle, reproduce, display, perform and transmit such Content for the Approved Purpose. To the extent that Content belongs to a third party, You warrant that you have the consent of the third party to transmit the Content on the terms of this Agreement.
4.3 Use of Location Information: You are notified that Apple, Google, Microsoft and their trusted location partners also receive information that is used to improve positioning services, such as nearby Wi-Fi access points and cell towers, when the location features of this application are used.
5. Ideas and Suggestions
(a) CriticalArc wishes to continually expand its services and welcomes any ideas, suggestions or feedback related to the Application (“Ideas”). You grant CriticalArc an irrevocable, non-exclusive, world-wide, royalty free licence to use, develop, modify, adapt ideas You provide for any purpose including the right to sub-licence on the same terms.
(b) You must not knowingly provide CriticalArc with any Ideas that are subject to third party intellectual property rights or that include the confidential information of any person.
6. Privacy & Security
6.3 While CriticalArc uses best endeavours to protect the security of Your information, CriticalArc cannot guarantee the security of Your information.
7.1 You indemnify CriticalArc and Your Security Team (“the Indemnified Parties”) and You agree to keep the Indemnified Parties indemnified against any and all claims, demands, losses, damages and costs (including legal costs and investigation costs) that the Indemnified Parties incur or may incur as a result of or arising out of:
(a) Your use of the Application;
(b) failure of the alert to be received by Security for any reason;
(c) a breach by You of any of Your obligations under this Agreement;
(d) any act of default or omission or wilful conduct or negligence by You;
(e) the authorization by You of any action or activity which infringes any Intellectual Property Rights; or
(f) any use of the Application for any purpose other than the Approved Purpose.
8. Exclusions and limitations
8.1 This clause 8 does not exclude, restrict or modify:
(a) the application or any provision of any statute (including the Competition and Consumer Act 2010 (Cth) ('Consumer Guarantee');
(b) the exercise of any right conferred by a Consumer Guarantee; or
(c) the liability of CriticalArc for a failure to comply with a Consumer Guarantee,
where to do so would:
(d) contravene that statute; or
(e) cause any part of this clause to be void.
8.2 Subject to clause 8.1, all representations, conditions, warranties and terms expressed or implied by general law, statute or custom are expressly excluded.
8.3 Subject to clause 8.1 and to the extent permitted by law in no event will CriticalArc or Your Security Team be liable for any damages (including without limitation direct, indirect, punitive, special, incidental or consequential damages, cost of procuring substitute services, lost profits, losses or other expenses) arising in connection with the provision of the service offering howsoever caused, suffered by You in connection with the Application or the supply, delay in supplying or failure to supply the Application, the Agreement, or termination of Agreement, including any negligence, misrepresentation, or other default by CriticalArc or Your Security Team or their officers, employees, contractors or agents. In the event that any part of this clause is deemed invalid or unenforceable, it shall be severable from the remainder of this clause and this Agreement so as not to affect the validity or enforceability of the remainder of this clause and this Agreement.
8.4 Without limiting the foregoing, this limitation of liability includes but is not limited to the failure of the alert to be received by Security for any reason, the unavailability of the Application and the SSS due to unavailability of wireless telecommunications services, unauthorized access to the Application or SSS or your personal information, any failure of performance, error, omission, interruption, defect, delay in operation, transmission or security notification, virus affecting your computer or Device or system failure.
8.5 You acknowledge that CriticalArc only warrants that the Application will be fit for the Approved Purpose in the Area.
8.6 You acknowledge that Apple, Google and Microsoft provide no warranty whatsoever and are not responsible for processing any claims including without limitation claims in relation to infringement of third party IP, product liability claims, any claims that the Application fails to conform to any applicable legal requirement and any claims arising under consumer protection or similar legislation with respect to the Application.
Intellectual Property Rights
8.7 You acknowledge that other than the limited licenses granted in this Agreement, You obtain no Intellectual Property Rights whatsoever in the Application or any documentation associated with the Application.
8.8 You must not use CriticalArc’s registered or unregistered trademarks without written authority from CriticalArc.
9.1 CriticalArc may terminate this Agreement if You commit a breach of this Agreement which cannot be remedied.
9.2 Upon the expiration or termination of this Agreement for any reason:
(a) You must cease using the Application, and
(b) You must promptly destroy or erase (as applicable), all materials containing the Application in Your possession, custody or power, and provide CriticalArc with evidence of compliance with this clause if requested.
(c) Your End User access will be blocked by CriticalArc and You will not be able to access the Application.
9.3 Clauses 1, 3, 6, 7, 8, 10 of this Agreement survive termination of this Agreement.
9.4 Termination of this Agreement by CriticalArc is without prejudice to its other rights in respect of this Agreement.
10.1 This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all other prior communications and agreements between the parties as to its subject matter. Each party agrees that unless expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of this Agreement.
10.2 This Agreement is not to be construed to the disadvantage of a party because that party was responsible for its preparation.
10.3 A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Agreement.
10.4 A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement. A waiver of a breach does not operate as a waiver of any other breach.
10.5 Any provision of this Agreement or part of a provision or clause which is unenforceable or invalid in any jurisdiction must:
(a) be read down to the minimum extent necessary to achieve its validity, if applicable; and
(b) be severed from the remainder of the provision or clause and this Agreement in any other case,
without invalidating or affecting the remainder of the clause or provision or remaining provisions of this Agreement or the validity of that clause or provision in any other jurisdiction.
10.6 You must not assign, lease, charge, sub-license, or otherwise transfer the Licence.
10.7 During the Term CriticalArc and Your Security Team reserve the right to make changes to these terms from time to time. CriticalArc will provide You with notice of any changes to the terms. If You do not wish to use the Application on the amended terms, You must immediately delete the Application from Your Device. You understand and agree that if You continue to use the Application after the terms have changed CriticalArc and Your Security Team will treat Your use as acceptance of the updated terms.
10.8 A term or condition of, or act done in connection with, this Agreement does not operate as a merger of any of the rights or remedies of the parties under this Agreement and those rights and remedies continue unchanged.
10.9 Unless this Agreement expressly provides otherwise:
(a) each indemnity in this Agreement survives the expiry or termination of this Agreement; and
(b) a party may recover a payment under an indemnity in this Agreement before it makes the payment in respect of which the indemnity is given.
10.10 This Agreement is governed by and must be construed in accordance with the laws in force in the State of New South Wales and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this Agreement, its performance or subject matter. CriticalArc reserves the right to enforce its intellectual property rights before the competent courts of any jurisdiction where an act of infringement occurs.
Agreement number EULA-14-06-05-GENERIC