END USER LICENSE AGREEMENT
This End User Licence Agreement (EULA) sets out the basis upon which SetConnect will provide the User with access and use of SetConnect Software. By downloading the SetConnect Software, the User acknowledges and agrees that the User has read and agrees to these terms and conditions and has the authority to act on behalf of any person or entity for whom you are utilising the SetConnect Software.
1. USE OF SOFTWARE
1.1. Use of SetConnect Software: SetConnect grants to the User the limited right to access and use the SetConnect Software, for its own internal business purposes, in accordance with the terms of this EULA. The User must not resell or make available the SetConnect Software to any other third party (unless approved in writing by SetConnect) or otherwise commercially exploit the SetConnect Software.
1.2. Non-Exclusive: The User’s right to use the SetConnect Software is non-exclusive, non-transferable and is not able to be sub-licensed.
1.3. Connectivity: The User acknowledges that the User is responsible for the provision of the internet, 3G, 4G, 5G or other enabled connections to the tablet or any phone or device in order to use the SetConnect Software.
2. ACCESS CONDITIONS
2.1. Access conditions: When accessing any Services, the User must:
a) not impersonate another person or misrepresent authorisation to act on behalf of others or SetConnect;
b) not share the User’s login and password details with any other person;
c) not attempt to undermine the security or integrity of the Underlying Systems;
d) not attempt to view, access, reverse engineer or copy any material or data other than that to which the User is authorised to access; and
e) neither use the SetConnect Software in a manner, nor transmit, input or store any User Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
3. USER DATA
3.1 SetConnect Access to User Data: The User acknowledges that:
a) SetConnect may access the User Data to exercise its rights and perform its obligations under any agreement for the supply of Services with the User or any organisation for whom the User is utilising the Services; and
b) to the extent that this is necessary, but subject to clause 5, SetConnect may authorise a member or members of its personnel to access the User Data for this purpose.
3.2. Agent: The User acknowledges that to the extent User Data contains Personal Information, SetConnect is acting as an agent of the User, or the organisation for whom the User is utilising the Services, for the purposes of the Privacy Act 2020 and any other applicable privacy law.
3.3. Backups of User Data: While SetConnect will take standard industry measures to back up all User Data stored using the Services, the User is responsible for keeping separate backup copies of all User Data uploaded by the User onto SetConnect Software.
3.4. International Storage of User Data: The User agrees that SetConnect may store User Data (including any Personal Information) in secure servers in various international locations subject at all times to SetConnect’s Privacy Policy.
4. INTELLECTUAL PROPERTY
4.1. Ownership:
a) Subject to clause 4.1(b), title to, and all Intellectual Property Rights in, the Services, the SetConnect Web Application, the SetConnect Mobile Application and the Underlying Systems are and remain the property of SetConnect (and its licensors). The User must not dispute that ownership.
b) Title to, and all Intellectual Property Rights in, the User Data (as between the parties) remains the property of the User. The User grants SetConnect a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the User Data solely for the purpose of providing the Services to the User or the organisation for whom the User is utilising the Services.
4.2. Feedback: If the User provides SetConnect with ideas, comments or suggestions relating to the Services or the Underlying Systems (“Feedback”):
a) all Intellectual Property Rights in the Feedback, and anything created as a result of the Feedback (including new material, enhancements, modifications or derivative works), are owned solely by SetConnect; and
b) SetConnect may use or disclose the Feedback for any purpose.
4.3. Third party sites and material: The User acknowledges that the Services may link to third party websites or feeds that are connected or relevant to the Services. Any link from the Services does not imply any SetConnect endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, SetConnect excludes all responsibility or liability for those websites or feeds.
5. CONFIDENTIALITY AND PRIVACY
5.1. Security: Each party must, unless it has the prior written consent of the other party:
a) keep confidential at all times the Confidential Information of the other party;
b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c) 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, the provisions of clauses 5.1(a) and 5.1(b) of this EULA.
5.2. Permitted disclosure: The obligation of confidentiality in clause 5.1(a) does not apply to any disclosure or use of Confidential Information:
a) required by law (including under the rules of any stock exchange);
b) which is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
c)which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality.
5.3. Privacy Policy: SetConnect maintains a Privacy Policy (available on the SetConnect Website) that sets out the parties’ obligations in respect of the collection, use and disclosure of Personal Information. By downloading the SetConnect Software and/or registering to use the Services, the User accepts the terms of the Privacy Policy.
6. ACKNOWLEDGEMENT AND INDEMNITY
6.1. Acknowledgement: The User acknowledges that:
a) the provision of, access to, and use of, the Services is on an “as is” basis and at the User’s own risk. SetConnect gives no warranty about the Services. Without limiting the foregoing, SetConnect does not warrant that the Services will meet the User’s requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded to the maximum extent permitted by law, including (without limitation) warranties of merchantability, acceptable quality or fitness for purpose; and
b) SetConnect does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the Underlying Systems used for accessing the Services, including computer networks and the internet can be unpredictable and may from time to time interfere with or prevent access to the Services. SetConnect is not in any way responsible for any such interference or prevention of the User’s access or use of the Services.
7. LIMITATION OF LIABILITY
7.1. Exclusion of Liability for the Services: To the maximum extent permitted by law, SetConnect excludes all liability to the User whether in contract, tort (including negligence), or otherwise howsoever arising, for any loss (including loss of information or User Data) or damage resulting, directly or indirectly, from any use of, or reliance on, the SetConnect Software.
7.2. Exclusion of Consequential Losses: Notwithstanding anything else in this EULA, under no circumstances shall SetConnect be liable to the User or any other person (whether in contract, tort, including negligence, or otherwise howsoever arising) for any loss of profits, consequential loss or damage, indirect loss or damage or other special loss or damage of any kind.
7.3. Health and Safety Laws acknowledgement: SetConnect provides the Services to assist the User (or the organisation for whom the User is utilising the Services) to comply with their responsibilities under any applicable health and safety laws and regulations. The User acknowledges that the User is responsible for:
a) the content and User Data that the User inputs into the Services; and
b) complying with the legal obligations imposed by any applicable health and safety laws and regulations.
8. SUSPENSION
8.1. Suspending access: Without limiting any other right or remedy available to SetConnect, SetConnect may restrict or suspend the User’s access to the Services where the User (including any of its personnel):
a) undermines, or attempts to undermine, the security or integrity of the Service or any Underlying Systems;
b)uses, or attempts to use, the Services for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services; or
c) has otherwise breached this EULA.
9. GENERAL
9.1. Rights of third parties: No person other than SetConnect and the User has any right to a benefit under, or to enforce, this EULA.
9.2. Waiver: No waiver of any right under this EULA is effective unless the waiver is expressly given in writing and signed by the waiving party.
9.3. Notices: A notice given by a party under this EULA must be delivered to the other party via email using the email address notified by the other party for this purpose. The email address for SetConnect is: info@set-connect.com.
9.4. Severability: Any illegality, unenforceability or invalidity of a provision of this EULA does not affect the legality, enforceability or validity of the remaining provisions of this EULA.
9.5. Review: SetConnect reserves the right to review and amend any of these terms and conditions of use at any time. Any change will take effect from the date that the new terms are uploaded to the SetConnect Website.
9.6. No representation: The parties have not relied on any representation, warranty or agreement relating to the subject matter of this EULA that is not expressly set out in this EULA.
9.7. Law: This EULA is 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 this EULA.
10. INTERPRETATION
10.1. Definitions: In this EULA, the following terms have these meanings:
a) Confidential Information means any information that is not publicly available and that is obtained from the other party in the course of, or in connection with, this EULA.
b) EULA means this End User Licence Agreement, as may be varied or updated from time to time by SetConnect.
c) Feedback has the meaning given in clause 4.2.
d) Intellectual Property Rights means copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks 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.
e) Objectionable means being objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way, in SetConnect’s reasonable opinion.
f) Personal Information has the meaning given in the Privacy Act 2020.
g) Privacy Policy means the SetConnect privacy policy published on the SetConnect Website as may be amended or updated from time to time.
h) Services means the functionality and online services provided or made available by SetConnect via the SetConnect Web Application or the SetConnect Mobile Application.
i) SetConnect Mobile Application means the SetConnect mobile application that is used to provide the Services (as may be improved, changed or updated from time to time by SetConnect).
j) SetConnect Web Application means the SetConnect web application that is used to provide the Services (as may be improved, changed or updated from time to time by SetConnect).
k) SetConnect means SetConnect Limited (NZ Company Number: 8744848).
l) SetConnect Software means the software owned by SetConnect (and its licensors) that is used to provide the Services, including the SetConnect Mobile Application and SetConnect Web Application.
m) SetConnect Website means the website at: www.set-connect.com as may be updated from time to time.
n) Underlying Systems means the SetConnect Software, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
o) User means the person or entity who downloads the SetConnect Mobile Application or SetConnect Web Application, or registers to use the Services.
p) User Data means all data, content, and information (including Personal Information) owned, held, uploaded, used or created by or on behalf of the User that is stored using, or inputted into, the Services.
10.2. Interpretation: In this EULA, unless the context otherwise requires:
a) clauses and other headings are for ease of reference only and do not affect the interpretation of the EULA;
b) words in the singular include the plural and vice versa;
c) a reference to:
i. a party to this EULA includes that party’s permitted assigns;
ii. personnel includes officers, employees, contractors and agents;
iii. 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;
iv. including and similar words do not imply any limit; 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; and
d) all amounts are in New Zealand dollars unless expressly stated otherwise.