BY SELECTING THE “I ACCEPT” CHECKBOX DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF PSODA’S ONLINE SERVICE, INCLUDING ANY OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY INCLUDING ALL LEGAL PARENT AND/OR SUBSIDIARY ENTITIES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST ABORT THE REGISTRATION PROCESS AND MAY NOT USE THE SERVICE.
WelcomeAs part of the Service, Psoda will provide you with use of the Service, including a browser interface, data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this master subscription agreement including any materials available on the Psoda website incorporated by reference herein, including but not limited to Psoda’s privacy and security policies (together the Agreement). If you do not agree to the terms of this Agreement, or, where applicable, do not have the authority to enter into such an agreement on behalf of your organisation, you must not access or use the Services. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security; DisclosurePsoda’s privacy and security policies may be viewed at https://www.psoda.com/global/privacy and https://www.psoda.com/global/security . You are responsible for regularly reviewing the privacy and security policies. We will endeavour to notify all users of the Service of important announcements regarding the changes to the privacy and security policies. Your continued use of the Service after any such notification shall constitute your consent to such changes. The privacy and security policies shall be dated to indicate when the last changes were made. If you are supplying personal information of your users to Psoda in connection with this Agreement, you must:
- notify Psoda immediately upon receiving a request or objection from any of your users with respect to the processing by Psoda of their personal information; and
- access, store, disclose and process any personal information of your users in accordance with the Privacy Act 1993 and any other applicable laws (including, if a data subject is based in the EU, the GDPR).
2. License Grant & RestrictionsPsoda hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes and to communicate with your customers, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Psoda and its licensors. You may not access the Service if you are a direct competitor of Psoda, except with Psoda’s prior written permission. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, expect with Psoda’s prior written permission. If any doubt exists then you shall cease using the Service until such time as you have obtained written clarification and/or written permission from Psoda. You shall not (and shall not allow any other person to):
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way;
- modify or make derivative works based upon the Service or the Content;
- “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or
- reverse engineer or access the Service in order to
- build a competitive product or service,
- build a product using similar ideas, features, functions or graphics of the Service, or
- copy any ideas, features, functions or graphics of the Service.
- send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or violating third party privacy rights;
- send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- interfere with or disrupt the integrity or performance of the Service or the data contained therein;
- attempt to gain unauthorised access to the Service, Content or its related systems or networks; or
- use the Service for any unlawful or unauthorised purposes whatsoever.
3. Your ResponsibilitiesYou are responsible for all activity occurring under your organization user accounts and shall abide by all applicable national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:
- notify Psoda immediately of any unauthorised use of any password or account or any other known or suspected breach of security;
- report to Psoda immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users to be unauthorised; and
- not impersonate another Psoda user or provide false identity information to gain access to or use the Service;
- maintain all user accounts for your organization;
- immediately suspend all user accounts for individuals who are no longer authorised to access those accounts, for example when an individual leaves the employ of your organization or if a projects has been completed and your customer no longer requires access to the project data.
4. Account Information and Customer DataPsoda does not own (nor does it have any responsibility in respect of the security of) any data, information or material that you or your users submit to the Service in the course of using the Service (“Customer Data”). You, not Psoda, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Psoda shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Psoda will make available to you an XML file of the Customer Data within 30 days of termination if you so request at the time of termination. Psoda reserves the right to withhold, remove and/or destroy Customer Data without notice for any breach, including, without limitation, your non-payment of your account. Upon termination for your breach, your right to access or use Customer Data immediately ceases, and Psoda shall have no obligation to maintain or forward any Customer Data. You agree to comply with any reasonable instructions concerning access to and/or use of the Service that Psoda may give from time to time. You agree not to do anything that may jeopardise the security or integrity of any part of the Psoda systems and/or platforms or the goodwill or reputation of Psoda. You accept responsibility for all aspects of your Account, including the actions of all persons who were provided with a username and password by yourself.
5. Intellectual Property OwnershipPsoda alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Psoda Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Psoda Technology or the Intellectual Property Rights owned by Psoda. The Psoda name, the Psoda logo, and the product names associated with the Service are trademarks of Psoda or third parties, and no right or license is granted to use them. You shall not (and shall ensure your users do not) reveal any details of the Psoda software and services to any third-party unless those details are already in the public domain (e.g. from the public portion of the Psoda website) or with prior written agreement from Psoda. If Psoda has any reason to believe that you (or any of your users) have attempted to or have undermined the property rights of Psoda then you will be deemed to be in breach of this Agreement and this Agreement will terminate automatically. All Customer Data will remain your property and Psoda will retain no Intellectual Property rights over such data. Psoda will use all reasonable endeavours not to disclose any Customer Data unless requested by the Client or as required by Law.
6. Third Party Interactions During use of the ServiceYou may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Psoda and its licensors are simply acting as a platform upon which such activity may take place between you and advertisers or sponsors and Psoda shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Psoda does not endorse any sites on the Internet that are linked through the Service. Psoda provides these links to you only as a matter of convenience, and in no event shall Psoda or its licensors be responsible for any content, products, or other materials on or available from such sites. Psoda provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Free Trial PeriodYou are offered to access the Service for a free trial period of 30 days. All other terms of this Agreement apply to the whole trial period. Any particular organization is only entitled to a single trial period. You may not attempt to avoid license fees for the Service by repeatedly signing up for new trial periods. You can add any number of users to your account during the trial period at no extra cost. You are under no obligation to continue using the Service after the trial period. If you should decide however to continue using the Service beyond the trial period then you will have to purchase license units for each user that requires access before any further access to the Service will be provided to you.
8. Charges and Payment of Fees
ChargesPsoda charges on a subscription basis whereby you purchase license units on a monthly basis. Each license unit entitles an individual user to access the system for a period of one calendar month. The different license options and costs are available on request. Invoices can be provided upon request in your local currency based on the international exchange rate on the date of the invoice. Discounts on bulk license unit purchases may, at Psoda’s discretion, be negotiated.
Payment of feesUnless otherwise arranged all fees are pre-payable via credit card.
TaxesPsoda’s fees are exclusive of New Zealand Goods and Services Tax (TAX). New Zealand based organizations will be charged TAX at the current rate. Non-New Zealand based organization are exempt from having to pay New Zealand TAX. You will be responsible for paying any other taxes or levies required by your local government, bank, international payment portal or international treaty. Psoda reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose (and will ensure that none of your users disclose) them to any third party.
9. Excess Data Storage FeesUnless negotiated separately, the maximum disk storage space provided to you at no additional charge is
- 5 MB per organization using a free trial account,
- 5 GB per organization with an active user account
10. Billing and RenewalPsoda allows for two billing models: (i) pre-paid and (ii) invoiced. Billing only commences at the end of the free trial period unless otherwise agreed.
Pre-paidUnless you have made prior arrangements with Psoda you will have to purchase your license units upfront before Users will be allowed to log into the system. You may purchase as many license units as required for your organization in advance. License units do not expire. You can also arrange to purchase license units on a regular subscription basis.
Invoiced BillingNew Zealand organizations and in some cases non-New Zealand organizations may arrange to be invoiced monthly based on the number of users that have used the system during each month. Invoices are strictly payable within 20 working days from the date of invoice. Interest of 1% per month will be charged onto your account for any invoices which are not paid within 20 working days. Your account may be suspended until such time as your account has been settled in full. You may be charged an administration fee to reactivate your account if it had been suspended. You will also be liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs incurred by Psoda for enforcement of obligations and recovery of moneys due from you under this Agreement.
Other servicesFees for other services will be charged on an as-quoted basis.
MiscellaneousYou agree to provide Psoda with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is inaccurate or fraudulent, Psoda reserves the right to terminate your access to the Service and this Agreement in addition to any other legal remedies. Unless Psoda in its discretion determines otherwise:
- entities with headquarters and a majority of users resident in the New Zealand will be billed in New Zealand Dollars and subject to New Zealand payment terms and pricing schemes (“New Zealand Customers”);
- all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either New Zealand or non-New Zealand payment terms and pricing schemes at the discretion of Psoda (“Non-New Zealand Customers”).
11. Non-Payment and SuspensionIn addition to any other rights granted to Psoda herein or at law, Psoda reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged one license unit per month for the duration of the suspension. If you or Psoda initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Psoda may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Psoda may charge you a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Psoda has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. TerminationThis Agreement commences on the Effective Date. You have the right to terminate your subscription at any time on notice to Psoda. All license units which have not been allocated at the time of termination will be refunded, unless this Agreement is terminated for your breach (in which case no refund will be made), except that no refund will be provided for any license units which have already been allocated regardless of the time remaining for those units. Unless this Agreement is terminated for your breach, Psoda will provide you with an XML download of all your Customer Data within 30 days of termination if requested at the time of termination. You data will be retained for a limited time only and may be deleted at the discretion of Psoda after 30 days from the date of termination.
13. Termination for CausePsoda, in its sole discretion, may terminate this Agreement, your password, account and/or use of the Service if you breach or otherwise fail to comply with any term of this Agreement. In addition, Psoda may terminate or extend a free account at any time in its sole discretion. You agree and acknowledge that Psoda has no obligation to retain the Customer Data, and may destroy such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
14. Representations & WarrantiesEach party represents and warrants that it has the legal power and authority to enter into this Agreement. Psoda represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that, subject to any matters occurring outside of Psoda’s control Or as a result of you or your users acts or omissions) the Service will perform substantially in accordance with the online Psoda help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service, that your billing information is correct and that you and your users will use the Service strictly in accordance with this Agreement and any documentation or other directions provided by Psoda from time to time.
15. Mutual IndemnificationYou shall indemnify and hold Psoda, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
- a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;
- a claim, which if true, would constitute a violation by you of your representations and warranties; or
- any claim, cost, damage or loss arising from the breach by you or your users of this Agreement.
- will give written notice of the claim promptly to you;
- give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Psoda of all liability and such settlement does not affect Psoda’s business or Service);
- provide to you all available information and assistance; and
- will not compromise or settle such claim.
- a claim alleging that the Service directly infringes a copyright, a New Zealand patent issued as of the Effective Date, or a trademark of a third party;
- a claim, which if true, would constitute a violation by Psoda of its representations or warranties; or
- a claim arising from breach of this Agreement by Psoda.
- will promptly give written notice of the claim to Psoda;
- give Psoda sole control of the defense and settlement of the claim (provided that Psoda may not settle or defend any claim unless it unconditionally releases you of all liability);
- provide to Psoda all available information and assistance; and
- will not compromise or settle such claim.