We, us, our and Company means Ideally Group Limited (the provider of the Service) and our permitted successors or assigns; and you or User means the person who uses the Service and the App, whether as the holder of an Account or otherwise.
All other capitalised terms not otherwise defined have the meaning given to them in clause 18.
1.1
We grant you a non-exclusive and non-transferable licence to access and use the Service strictly in accordance with these Terms of Use.
1.2
You agree that your licence to use the Service is subject to you complying with these Terms of Use, including payment of the applicable Fees.
1.3
We may provide updates to or new versions of the Service (or any parts of it) and reserve the right to take down applicable servers hosting the App and/or the Service to undertake such updates, or install such new versions or carry out maintenance. You agree to comply with our instructions in relation to any update, new version or maintenance.
1.4
We may suspend access to the App and the Service at any time:
1.4.1
for such time as is necessary to carry out updates, changes or maintenance;
1.4.2
to reduce or prevent interference with the App or the Service; or
1.4.3
if required as a result of a direction by any government, law enforcement or other authority.
2.1
Fees and Payment Terms: If you use the Service, you must pay the associated Fees. Unless we otherwise notify or agree with you, the payment and renewal terms for your subscription to the Service are:
2.1.1
The Service is available on a minimum term of 6 months from the date you agree to these Terms of Use (Term). Early cancellation is not permitted unless explicitly specified.
2.1.2
Your subscription to the Service shall automatically renew for another Term unless either party provides written notice to the other party no less than 5 days prior to the end of the relevant Term that it does not wish to renew.
2.1.3
The Fees payable are set out in the confirmation email you received upon signing up for your Account but may be updated from time to time on our notice to you (whether through the App or otherwise).
2.1.4
The Fees for any given Term are payable in advance, in accordance with the terms of the invoice(s) we issue to you for the Service from time to time.
2.1.5
Cancellation or termination does not entitle you to any refund of any payments made by you to us unless required by law.
2.2
Certain products or services may be available through the App and/or the Website. We cannot guarantee that the display, including colours and images, of any product or service posted on the App and/or the Website will be accurate on your computer monitor's display.
2.3
We reserve the right, to limit the sales of our products or services to any person, geographic region or jurisdiction.
2.4
We reserve the right at any time to modify, remove for indefinite periods of time, or discontinue any product or service accessible via the App and/or the Website, without notice. In addition, the prices posted for any products or services on the App or the Website are subject to change although you will be notified of any such change prior to it taking effect.
2.5
We shall not be liable to you or to any third-party for any modification, suspension or discontinuance of any product or service, or change of any price.
2.6
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel any order, including, without limitation, those orders that appear to be placed by dealers, resellers or distributors. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
2.7
You agree to provide current, complete and accurate purchase and account information for all purchases made.
3.1
You must take every possible care to protect each email address, username, password orother identifier or method of access to your Account, the App or the Service to prevent unauthorised access or use of the App or the Service by others. We may act on any instructions or interactions that we believe (acting reasonably) to be from you, and we are not required to enquire into, or verify, authorisation.
3.2
You must ensure that all information supplied by you to us (including when accessing and using the App or the Service) is true, correct and up to date, that you must promptly notify us of any change in such information.
3.3
Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your sole responsibility.
4.1
In respect of your access to and use of the App and the Service, you will comply with all applicable laws, rules and regulations and all reasonable instructions, guidelines, procedures and policies notified by us from time to time.
4.2
You agree:
4.2.1
to use the Service solely for the purpose of obtaining market research in respect of the User Data you submit to the Service (Purpose);
4.2.2
not to access or use the App or the Service for any illegal, dishonest, fraudulent, malicious or unauthorised purpose (or any other purpose other than the Purpose);
4.2.3
not to use the App or the Service in a way that may damage, disable, overburden, or impair the Service or the App or the networks connected to the App or the Service;
4.2.4
not to reproduce, duplicate, copy, sell, assign, transfer or otherwise exploit the App or the Service for any resale or other commercial purpose;
4.2.5
not to (nor attempt to) modify, translate, adapt, edit, decompile, disassemble, reverse engineer, create derivative works of or undermine the security or integrity of the App or the Service (or any part of them) or any software programs used by us in connection with the Service or the App or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the App or the Service (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the App or the Service; or (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the App or the Service (or any part of them); or
4.2.6
not to distribute through the App or the Service any attachments, documents or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law, statute, ordinance or regulation;(iii) are defamatory, libellous or obscene; or (iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines..
4.3
We may at our discretion (acting reasonably) use technology (including digital rights management protocols) or other means to protect the App or the Service and our customers, and to prevent you from breaching these Terms of Use.
4.4
You may not access the App or the Service for the purposes of monitoring the availability, performance or functionality of the App or the Service or for any other benchmarking or competitive purposes.
5.1
You accept that the Service may evolve and change over time. We reserve the right at anytime to modify, adapt, suspend or discontinue, whether temporarily or permanently, the Service (or any part of it, including the App). You will be notified of any such change.
6.1
We will:
6.1.1
use our commercially reasonable efforts to ensure that the Service is accessible by you in accordance with these Terms of Use, and that the Service will perform substantially as described to you under normal use and circumstances; and
6.2
Except to the extent otherwise expressly stated to you by us, and subject to applicable law:
6.2.1
our undertakings in clause 6.1 are in lieu of all other warranties in respect of the App and the Service and all other warranties, conditions and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under these Terms of Use or otherwise, are excluded;
6.2.2
the Service may be subject to limitation, delays, and other problems inherent in the use of the internet or electronic communications and we do not represent that the Service is error-free or available without disruption;
6.2.3
we cannot guarantee that the Service will be free from cyber attacks, malware, ransomware, spyware, viruses, trojan horses, worms, time bombs, or similar harmful programming routines; and
6.2.4
we make no representations or warranties regarding any Third-Party Content.
7.1
Your User Data will be (and will remain) owned by you. However, you grant to us a non-exclusive and royalty free licence to access, use and disclose your User Data as required for the purposes of (i) providing the Service; (ii) otherwise exercising our rights and complying with our obligations under these Terms of Use; (iii) enhancing and developing the App and the Service; and (iv) communicating with you about the Service.We may also disclose your User Data (including Personal Information) in connection with a proposed purchase or acquisition of our business or assets, where required by an applicable law or any court, or in response to a request by a legitimate law enforcement agency.
7.2
You also grant to us a non-exclusive royalty free and irrevocable licence to copy, anonymise, aggregate, process and display your User Data to derive anonymous statistical and usage data, and data about the functionality of the Service and App, provided such data cannot be used to identify you (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display, licensing or sale of Aggregate Data and related or similar other statistics or data to third parties pursuant to a separate licensing or services arrangement or agreement. We will own all right, title andinterest in the Aggregate Data.
7.3
We may create a case study about you and your experience as a user of the Service. Case studies may be published publicly, but will be sent to you for your approval before doing so.
8.1
Subject only to your rights in User Data (as specified in clause 7.1), title, copyright and all other proprietary rights in the Service and the App and any associated updates or documentation (and all parts and copies thereof) remain with us (or our third party licensors and/or suppliers).
8.2
If you provide us with ideas, comments or suggestions relating to the App or the Service (together feedback):
8.2.1
we may use or disclose the feedback for any purpose; and
8.2.2
all 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.
9.1
You should ensure that you read our Privacy Policy as it forms part of these Terms of Use. We will handle your Personal Information according to our Privacy Policy. By agreeing to these Terms of Use, you also agree to the way we handle your Personal Information under our Privacy Policy.
9.2
You must not share another person’s Personal Information without that person’s explicit permission.
10.1
To the maximum extent permitted by applicable law, in no event or circumstances will either party be liable to any person, whether under contract, tort, strict liability, negligence or otherwise at law, for any:
10.1.1
any circumstance beyond the reasonable control of the relevant party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance); or
10.1.1
any special, indirect, incidental, punitive, or consequential loss of any kind whatsoever, including any loss of profit or revenue.
11.1
We may immediately, by notice to you, terminate or block your access to the Service and the App (or we may at our discretion (acting reasonably) suspend the provision of the Service to you) if:
11.1.1
you have failed to comply with a material term of these Terms of Use;
11.1.2
you have engaged in dishonest or fraudulent conduct, or in conduct which has caused, or is likely to cause, any party to breach any applicable law in a material respect;
11.1.3
you breach, or attempt to breach, any of our security protocols or systems applicable to the App, the Service or any Third-Party Content, or access (or attempt to access) an account that does not belong to you;
11.1.4
our relationship with a third-party partner who provides software or other technology we use to provide the App or the Service expires, terminates or requires us to change the way we provide the software or other technology as part of the Service; or
11.1.5
it becomes unlawful for us to perform any of our obligations under these Terms of Use.
11.2
Upon termination of the agreement between us (for any reason):
11.2.1
you must immediately cease to access or use the Service and destroy all access codes or passwords related to the Service in your possession or under your control;
11.2.2
any termination will be without prejudice to any prior breaches of these Terms of Use; and
11.2.3
any provision of these Terms of Use intended to survive termination shall survive.
12.1
You agree that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the App and/or Service and store and manage its User Data.
13.1
The App and/or Service may provide links to our Website. You acknowledge and agree that:
13.1.1
we make no guarantees that the Website will be accessible 24/7 or that such access will be uninterrupted, error-free or virus-free; and
13.1.2
we may remove access to, or make unavailable, the Website at any time in our sole discretion (acting reasonably).
13.2
The App and/or Service may provide links to other sites or resources outside of our control. Third-Party Content may be accessed and used by you at your election. Third-Party Content is governed by the separate terms and conditions accompanying such Third-Party Content. Any such terms are between you and the relevant third party. In connection with your use of any Third-Party Content, whether on the App or otherwise in conjunction with the Service, you are responsible for adhering to the licence terms made available to you in respect of that Third-Party Content
14.1
You acknowledge and agree that:
14.1.1
Where the App is downloaded from the Apple Store:
(a)
your rights to install and use the App are subject to these Terms of Use and the relevant terms in the Apple Store terms of service;
(b)
Apple is not responsible for the App in any way, including for any maintenance or support of the App;
(c)
to the maximum extent permitted by law, Apple has no warranty obligations with respect to the App;
(d)
we (and not Apple) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that persons intellectual property rights); and
(e)
though this Agreement is entered into between us and you, Apple, as a third party beneficiary under this agreement, will have the right to enforce these Terms of Use against you.
14.1.2
Where the App is downloaded from the Google Play Store:
(a)
your rights to install and use the App are subject to these Terms of Use and the relevant terms in the Google Play Store terms of service;
(b)
Google is not responsible for the App in any way, including any maintenance or support of the App; and
(c)
we (and not Google) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that persons intellectual property rights).
14.1.3
For the benefit of each of us, Apple and Google, you represent and warrant that you are not, and will not, be located in any country that is the subject of a US Government embargo or that has been designated by the US Government as a “terrorist supporting” country and that you are not listed on any US Government list of prohibited or restricted parties.
15.1
These Terms of Use may be amended or replaced from time to time by posting updated Terms of Use within the App. You will be notified via email each time updated Terms of Use are posted. Any updated Terms of Use become effective as soon as they are posted.
15.2
If you do not agree to the updated Terms of Use, you must cease to use the App and cancel your Account by following the prompts within the App. Your continued use of the Service and/or App following any amendment constitutes your acceptance of the updated Terms of Use.
16.1
We reserve the right to transfer and novate our rights, benefits, obligations and liabilities under these Terms of Use to any related company (as such term is defined in the Companies Act 1993), upon the date we provide written notice to you (Novation Date), and you accept such novation upon its occurrence in accordance with these terms.
16.2
On and from the Novation Date:
16.2.1
Such related company shall be substituted for us under these Terms of Use as if it had originally been a party to the Terms of Use instead of us.
16.2.2
Such related company shall observe and perform all terms and conditions expressed or implied in these Terms of Use which are to be observed and performed by us under these Terms of Use, and shall enjoy all our rights and benefits under these Terms of Use.
17.1
Any notices or other communications to be provided pursuant to these Terms of Use will be made via email.
17.2
These Terms of Use are governed by New Zealand law, and the parties submit to the exclusive jurisdiction of the New Zealand courts for any matter arising under or relating to these Terms of Use.
17.3
We may transfer, assign or sub-license our rights and/or obligations under these Terms of Use without your consent.
17.4
If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or removed to the minimum extent necessary so that these Terms of Use will otherwise remain in full effect.
18.1
In these Terms of Use, the following terms have the following meanings:
Account means an account within the App controlled by a User enabling them to use the Service.
App means the online application (available via the Web application, Apple Store or Google Play Store) developed and maintained by us through which the Service may be accessed.
Apple means Apple Inc and other companies within its group.
Apple Store means the store/App operated by Apple making the App available to iOSdevices.
Fees means the fee(s) payable to use the App and/or the Service, as detailed in the App or otherwise notified by us to you.
Google means Alphabet Inc and other companies within its group.
Google Store means the store/platform operated by Google making the App available to Android devices.
Personal Information means information about an identifiable individual, or an individual whose identity can be reasonably ascertained, from that information.
Privacy Policy means our privacy policy as updated from time to time and published on the Website.
Service means provision of self-service concept testing market research via the App. However, the Service does not include Third-Party Content.
Terms of Use means these terms of use and incorporating our Privacy Policy (as updated from time to time).
Third-Party Content means any software, data, text, audio, video, or images made available to you by any third party on the App or in conjunction with the Service.
User Data means any data (including Personal Information) that is provided by you (or on your behalf) in connection with the App and/or the Service.
Website means goideally.com and related domains.
