app TERMS AND CONDITIONS

Welcome to Sorone

ABOUT US

Sorone Limited (NZBN 9429052981753) is a New Zealand company and in this document we refer to Sorone Limited as (‘ Sorone, ‘ Provider’, ‘ we’, ‘our’or ‘us’). We provide a voice-first photo organisation mobile application that assists teachers, professionals and other users (‘ Customer’, ‘user’) to organise work photos in real time, securely in the cloud, as described on our Website (in this agreement, it is referred to as the Application).

WHAT ARE THESE TERMS ABOUT?

These terms and conditions ( Terms) govern your access to the Application and us providing you any other goods and services as set out in these Terms ( Subscription) and in accordance with the subscription tier you choose, as outlined on our website ( Subscription Tier). You can view the most updated version of our Terms at https://sorone.app/terms-and-conditions( Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

WHAT ELSE SHOULD I KNOW?

If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us (or Apple or Google via your Apple Store Account or Google Play Account (as applicable) that you want to cancel your Subscription in accordance with clause 17. Please ensure you contact us if you want to cancel your Subscription.

1. READING AND ACCEPTING THESE TERMS

   1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

   2. By clicking the tick box below or clicking the “I accept these Terms”button on our Website or app, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms from that date which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of ( ‘you’or ‘your’) and us ( Commencement Date).

   3. We may change these Terms at any time by notifying you, and your continued use of the Application following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ELIGIBILITY

   1. By accepting these Terms, you represent and warrant that:

      1. you have the legal capacity and authority to enter into a binding contract with us; and

      2. you are authorised to use the payment you provided when purchasing a Subscription.

   2. The Application is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Application. By using the Application, you represent and warrant that you are either:

      1. over the age of 18 years and accessing the Application for personal use; or

      2. accessing the Application on behalf of someone under the age of 18 years old and consent to that person’s use of the Application.

   3. Please do not access the Application if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Application.

3. DISCLAIMERs

   1. While the Sorone Application has been carefully designed to help professionals organise and separate their work-related photos from personal photos, with privacy and security central to our service, you acknowledge and agree that:

      1. ( Parental Consent / Children’s Privacy) Customers, teachers or users must ensure that parental or guardian consent is obtained before capturing or storing images, videos, or recordings of minors aged under 18 years ( Minors). You are responsible for complying with all applicable local, state/territory, or national laws regarding the collection and use of Minors images. If you fail to obtain the necessary consent, or if a parent or guardian has opted out under the school / institution’s photography policy, you are responsible for complying with the opt-out and for any consequences arising from your non-compliance. You agree to indemnify and hold harmless Sorone from any claims, damages, or losses resulting from your breach of this clause.

      2. ( Use of the Application / Acceptable Use) You must use the Application only for lawful educational or professional purposes and in accordance with our Acceptable Use policy outlined in clause 7.

      1. ( No Professional Advice) Any information provided to you as part of or in connection with the Application is general in nature, may not be suitable for your circumstances, and does not constitute legal, medical, financial, or any other kind of professional advice.

      2. ( Privacy and Data Security) You are responsible for maintaining the confidentiality of your login credentials and ensuring that only authorised personnel access the Application. While Sorone implements industry-standard security measures, it does not guarantee absolute security of data. You acknowledge that any breach or loss of data resulting from your failure to follow security obligations, including sharing login credentials or allowing unauthorised access, is your responsibility.

      3. ( Limitation of Liability) To the maximum extent permitted by law, Sorone is not liable for any loss, damage, or claims arising from your use of the Application, including loss of data, unauthorised access, or failure to obtain parental consent for Minors.

      4. ( Indemnity) You agree to indemnify and hold harmless Sorone from any claims, damages, or costs arising from your violation of applicable laws, failure to obtain parental consent for Minors, or your misuse of the Application.

      5. ( Third-Party Services) Any cloud storage or third-party services integrated with the Application are subject to the third party’s terms. Sorone does not assume responsibility for data breaches, outages, or other issues caused by third-party services.

      6. ( International Use / Local Laws) The Application is available internationally. It is your responsibility to ensure that your use of the Application complies with all applicable laws, regulations, and guidelines in the country or jurisdiction where you access or use the Application, including but not limited to privacy, data protection, and child protection laws (e.g., GDPR in the EU, COPPA in the US, or other local equivalents). Sorone does not accept any responsibility for users non-compliance with local laws.

4. DURATION OF YOUR SUBSCRIPTION

   1. Your Subscription and these Terms commence on the Commencement Date and continue for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 17.

   2. Subject to clause 4(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period ( Renewal Period).

   3. This agreement will not automatically renew on expiry of the Subscription or Renewal Period ( Renewal Date), if either party provides a written cancellation notice at least 15 days prior to the Renewal Date, in accordance with clause 17.

   4. At least 30 days prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms ( Renewal Notice).

5. THE APPLICATION

   1. SCOPE OF YOUR SUBSCRIPTION AND THE APPLICATION

      1. We will provide you, to the extent described in your Subscription Tier, access to the Application.

      2. Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

   2. ACCOUNT registration

      1. ( Accounts) To use the Application, you’re required to sign-up, register and receive an account through the Website (an Account).You may also register for an Account using Apple, Google or other third-party providers.

      2. ( Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, and other information as determined by us from time to time.

      3. ( Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

      4. ( Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

   3. number of users and features

      1. While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Application for the Number of Application Users. If your Subscription Tier on the Website does not specify a Number of Application Users, your licence to use the Application under this clause will be limited to one User(i.e., the Number of Application Users will be one).

      2. ( Additional users under the licence) If additional users are required to the Number of Licensed Users set out in the Subscription Tier, the following process will apply:

         1. the Customer must notify Sorone of the number of additional users required; and

         2. Sorone will invoice the Customer the Additional Licensed User Fee for each additional user for the then current month/year and the remaining months of that year, as applicable depending on the Subscription Tier, in accordance with clause 8.2.

      3. We may from time to time, in our absolute discretion, release enhancements to the Application, meaning an upgraded, improved, modified or new versions of the Application ( Enhancements). Any Enhancements to the Application will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

      4. We may change any features of the Application at any time with notice to you.

   4. HOSTED SERVICES

      1. Sorone will store data uploaded by the user ( Customer Data) using a third-party hosting service selected by Sorone ( Hosting Service), subject to the following terms:

         1. ( hosting location) The Customer acknowledges and agrees that Sorone may host the Application and Customer Data via cloud-based services, including but not limited to Supabase, Google Cloud and Railway,which use storage servers located in and potentially outside New Zealand.

            1. You agree and acknowledge that Sorone may relocate Customer Data to another jurisdiction. In each case, Sorone will use all reasonable endeavours to minimise the effect of such change on the Customer’s access and use of the Services.

            2. If international data transfers are required, Sorone will implement appropriate safeguards in accordance with the Privacy Act 2020 (NZ)and, where applicable, the General Data Protection Regulation (GDPR), such as:

               1. Binding contractual arrangements;

               2. Hosting within jurisdictions deemed to offer adequate protection;

               3. European Commission Standard Contractual Clauses, if required.

         2. ( service quality) Sorone will use reasonable efforts to ensure that the Hosting Service maintains industry-standard uptime and performance suitable for educational settings, where reliability and access are critical. However, Sorone does not warrant uninterrupted or error-free service.

         3. ( security) Sorone will implement and maintain appropriate technical and organisational measures to safeguard Customer Data, including student data, from unauthorised access, loss, destruction, alteration, or disclosure. These measures include, but are not limited to:

            1. Data encryption in transit and at rest

            2. Role-based access controls

            3. Secure development practices

            4. Routine vulnerability assessments and patching

            5. Monitoring for threats and malicious activity

Sorone will notify the Customer as soon as practicable, and no later than as required by applicable law, in the event of a notifiable data breach under the Privacy Act 2020 (NZ) or the GDPR, in accordance with our Data Breach Response Plan found here.

1. ( backups and disaster recovery) Sorone will maintain regular backups of Customer Data and will implement disaster recovery procedures aligned with best practices for cloud-based educational technology. While Sorone takes reasonable steps to ensure data recovery in the event of system failure, it does not warrant that such recovery will be immediate or error-free. The Customer acknowledges and agrees that it is also responsible for always maintaining its own independent backups of Customer Data, to ensure continuity of access and minimise risk of data loss. Sorone shall not be liable for any loss of data arising from the Customer’s failure to maintain such independent backups.

2. ( sub-processors and third-party providers) Sorone engages third-party sub-processors to assist in the delivery of hosting services. Such sub-processors will be bound by data protection obligations consistent with this Agreement, including compliance with applicable privacy laws. A list of sub-processors used for hosting and related services can be made available to the Customer upon request. For the purposes of Data Protection Legislation, the Customer is the data controllerof personal data, Sorone acts as its data processor, and Sorone engages sub-processors(including Supabase) to provide the Services.

1. SUPPORT SERVICES

   1. During the Term, Sorone will also provide the Support Services during the Support Hours as outlined in the Service Level Agreement in Schedule 2 provided that:

      1. the Customer provides Sorone with notice for applicable Services in accordance with any applicable system and processes as set out in Support Services Schedule to these Terms and Conditions, as applicable; and

      2. where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to Sorone all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).

   2. The Customer acknowledges and agrees:

      1. Sorone will take reasonable steps to provide Support where necessary during the Term;

      2. the Customer must first endeavour to resolve any issues with the Application internally and Sorone will not assist with issues that are beyond its reasonable control; and

      3. the Customer is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Application.

2. SUBCONTRACTING

   1. Sorone may subcontract any aspect of providing the Application and the Customer hereby consents to such subcontracting.

1. acceptable use

   1. In using our Application, we have a few rules on the way you can use Sorone. You must, and must ensure that all users (such as other users as part of your Subscription), always comply with these Terms.You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

   2. You must not, and must not encourage or permit any user or any third party to, without our prior written approval:

      1. upload sensitive information or commercial secrets using the Application (other than photographs of students or children that are reasonably necessary for educational purposes and permitted under users organisational policies and applicable law);

      2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Application;

      3. use the Application for any purpose other than for the purpose for which it was designed, including you must not use the Application in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;

      4. upload any material that is owned or copyrighted by a third party without appropriate authorisation or consent;

      5. make copies of the Application;

      6. adapt, modify or tamper in any way with the Application;

      7. remove or alter any copyright, trade mark or other notice on or forming part of the Application;

      8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Application;

      9. use the Application in a way which infringes the Intellectual Property Rights of any third party;

      10. create derivative works from or translate the Application;

      11. publish or otherwise communicate the Application to the public, including by making it available online or sharing it with third parties;

      12. integrate the Application with third party data or Application, or make additions or changes to the Application, (including by incorporating APIs into the Application) other than integrating in accordance with any instructions provided by us in writing;

      13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Application;

      14. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Application to any third party, other than granting a User access as permitted under these Terms;

      15. decompile or reverse engineer the Application or any part of it, or otherwise attempt to derive its source code;

      16. share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Application’s security;

      17. use the Application for any purpose other than for the purpose for which it was designed, including you must not use the Application in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

      18. make any automated use of the Application and you must not copy, reproduce, translate, adapt, vary or modify the Application without our express written consent;

      19. attempt to circumvent any technological protection mechanism or other security feature of the Application;

      20. permit any use of the Application in addition to the Number of Application users;

      21. fail to comply with any applicable child protection, student privacy, or mandatory reporting obligations when using the Application; or

      22. use the Application in a way that compromises the safety, welfare or privacy of children or students.

   3. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

   4. You agree, and you must ensure that all users agree:

      1. to comply with each of your obligations in these Terms;

      2. to sign up for an Account in order to use the Application;

      3. that information given to you through the Application, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

      4. that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.

2. your content

   1. WARRANTIES

      1. In using the Application, you may be uploading images, content, information and materials you share with us or the public (including feedback, suggestions and enhancement requests), including by using the features of the Application, sharing content via the app on social media or by contacting us, or when you register for an Account ( Uploaded Material). By providing or posting any information, Uploaded Material or other content in connection with the Application you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

         1. you are authorised to provide the Uploaded Material;

         2. the Uploaded Material is accurate and true at the time it is provided;

         3. the Uploaded Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

         4. the Uploaded Material is free from any material that may harm our reputation or that of associated or interested parties;

         5. the Uploaded Material is not “passing off” of any product or service and does not constitute unfair competition;

         6. the Uploaded Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

         7. the Uploaded Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Application or any network or system; and

         8. the Uploaded Material does not breach or infringe any applicable Laws.

   2. LICENCE

      1. You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Uploaded Material in order for us to use, exploit or otherwise enjoy the benefit of such Uploaded Material.

      2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Uploaded Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.

      3. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Uploaded Material infringes any third party’s Intellectual Property Rights.

   3. REMOVAL of Uploaded Materials

      1. We don’t have any obligations to screen Uploaded Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Uploaded Materials at any time without giving any explanation or justification for removing the material and/or information.

   4. download of uploaded material

      1. Users may download or export Customer Data or Uploaded Material from the Application only via the following approved methods:

         1. Approved cloud storage services: Google Drive, OneDrive;

         2. Direct download to institution-owned devices including computers, laptops, mobile phones, or tablets, provided that the devices are managed in accordance with applicable IT and data security policies; and

         3. Direct download to personal devices including computers, laptops, mobile phones, or tablets, provided the devices are secure, protected by reasonable security measures (such as passwords, encryption, or device-level security settings), and comply with applicable data protection and privacy laws,

( Approved Methods).

1. Users must not store or copy Customer Data or Uploaded Material outside the Application except via the Approved Methods.

2. Users must ensure that any third-party cloud storage accounts used to download and receive exported Customer Data or Uploaded Material via the Approved Methods are secure and comply with applicable data protection and privacy laws.

3. Once Customer Data or Uploaded Material is downloaded via the Approved Methods, the user is solely responsible for ensuring the security, privacy, and lawful use of that data, including compliance with all applicable data protection and privacy, and child protection laws. For downloads to institution-owned devices, the user must also comply with their institution’s IT, data security, and privacy policies.

4. Any breach of this clause may result in suspension or termination of the user’s access to the Application, and the user may be liable for any losses or damages arising from such breach.

1. FEES AND PAYMENT

   1. free subscription tier

We may from time to time offer access to the Application on a free subscription tier ( Free Subscription). No fees are payable for use of the Application under the Free Subscription. Features and functionality available to you under the Free Subscription may be limited compared to paid subscription tiers, and we may vary, suspend, or withdraw the Free Subscription (in whole or in part) at any time in our discretion, without notice or liability.

1. paid subscription tiers - SUBSCRIPTION FEES

   1. The scope of each Subscription Tier is set out on our Website.

   2. Should you choose one of our paid Subscription Tiers (monthly or annual), you must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing ( Subscription Fees).

   3. All Subscription Fees must be paid in advance and are non-refundable for change of mind.

   4. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

2. AUTOMATIC RECURRING BILLING

Subject to clauses 8.4 and 8.5:

1. Your subscription will automatically renew at the end of each billing period (monthly or yearly, depending on your choice) unless you cancel before the renewal date in accordance with clause 17. You can cancel at any time through your account settings or via your Apple App Store / Google Play account. If you cancel, you will continue to have access to the service until the end of the period for which you have paid, and you will not be charged again. We do not offer refunds for partial periods.

2. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

3. By signing up for a recurring Subscription, you understand that your Subscription includes an initial and ongoing payment, and you agree to be responsible for these recurring charges until you cancel your Subscription.

1. grace period

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 5 Business Days from the date of that renewal to cancel your Subscription by contacting us through our Website ( Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period, to be determined at our discretion.

1. CHANGES TO SUBSCRIPTION FEES

   1. We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 8.4 will apply.

2. LATE PAYMENTS

   1. We reserve the right to suspend all or part of the Application indefinitely if you fail to pay any Fees in accordance with this clause 8.

3. GST

   1. Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

4. CARD SURCHARGES

   1. We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

5. ONLINE PAYMENT PARTNER

   1. We may use a third-party online payment partner, such as Stripe, Google Play Billingor Apple’s in-app purchase system, including Apple Pay( Online Payment Partner) to collect Subscription Fees.

   2. Sorone has notified you of such Third Party Terms and provided you with a link to these terms, so you acknowledge agree that:

   1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner;

   2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and

   3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

   1. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 17 will apply.

1. INTELLECTUAL PROPERTY AND DATA

   1. SOFTWARE CONTENT INTELLECTUAL PROPERTY

      1. ( Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Application (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) ( Application Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Application Content not expressly granted to you.

      2. ( Licence to you) You are granted a licence to the Application Content, for the Number of Application Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Application. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Application Content without prior written consent from us or as otherwise permitted by law.

   2. CUSTOMER DATA

Our Rights and Obligations

1. You grant us (and our Personnel) a non-exclusive, royalty-free, non-transferable, worldwide licence to use, store, and process Uploaded Material and Customer Data solely to provide the Services, and for internal business purposes such as improving the Application and our other products and services, provided that any use of Customer Data for internal purposes is anonymised or aggregated so that individual users cannot be identified. This licence continues for as long as the user maintains an active account or until the content is deleted.

2. We will notuse Customer Data to apply machine learning and other analytics processes, or to gain commercial insights and other associated learnings.

3. Customer Data will always remain under the Customers control and is processed by Sorone only to provide the Application.

4. We reserve the right to remove any Customer Data at any time, for any reason, including where we deem Customer Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

1. You are responsible for ensuring that:

   1. you share Customer Data only with intended recipients; and

   2. all Customer Data is appropriate and not in contravention of these Terms.

2. You:

   1. warrant that our use of Customer Data will not infringe any third-party Intellectual Property Rights; and

   2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

1. THIRD PARTY terms

   1. If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘ Third Party Terms’). This includes but is not limited to our hosting service provider, Supabase and their Terms of use.

   2. Provided that we have notified you of such Third Party Terms and provided you with a copy or link to those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Application to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

   3. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Application to you and clause 17 will apply.

2. NOTICE REGARDING APPLE

If you are accessing the Application from the Apple, Inc. ( Apple) iOS Store, you acknowledge and agree:

1. this agreement is between you and Sorone and not with Apple. Apple is not responsible for the Application or any content available on the Application;

2. Apple has no obligation whatsoever to furnish any maintenance and support services for the Application;

3. in the event of any failure of Sorone to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Sorone’s responsibility;

4. Apple is not responsible for addressing any claims by you or any third party relating to the Application, including, but not limited to:

   1. product liability claims;

   2. any claim that the Application fails to conform to any applicable legal or regulatory requirement; and

   3. claims arising under consumer protection, privacy, or similar legislation;

5. in the event of any third party claim that the Application or your use of the Application infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;

6. that you represent and warrant that:

   1. you are not located in a 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

   2. you are not listed on any U.S. Government list of prohibited or restricted parties;

7. you must comply with applicable third party terms of this agreement when using the Application; and

8. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.

1. CONFIDENTIALITY

   1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

   2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

   3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

2. PRIVACY

   1. privacy policy

      1. We collect personal information about you and others in the course of providing you with the Application, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://sorone.app/privacy-policy.

      2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and third party personal information, details how you can access and correct personal information.

      3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

   2. data protection - general

      1. As outlined in clause 5.4(e), for the purposes of Data Protection Legislation, the Customer is the data controllerof personal data (including Customer Data and Third Party Data), Sorone acts as its data processor, and Sorone may engage sub-processors(including Supabase) to provide the Services.

      2. Words and phrases in this section shall have the meaning given to them under applicable data protection and privacy laws, including the Privacy Act 2020 (NZ) and the Information Privacy Principles (IPPs), and any other applicable New Zealand legislation relating to the protection of personal information, as well as, where applicable, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national legislation that implements or supplements the GDPR.

The terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to them under such Data Protection Legislation, as applicable.

1. Sorone is located in New Zealand, and this Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to conflict of law principles.

2. The Customer acknowledges and agrees that Sorone may engage independent contractors and third-party suppliers (e.g., for data storage, backup, destruction, billing, or technical services) to process personal data on its behalf, in accordance with the Data Protection Legislation.

3. Sorone will process such data only on the Customer’s instructions and for the purposes of providing the Services.

4. Sorone will not use personal data uploaded by the Customer for its own purposes, including marketing, profiling, or any other unrelated activities.

5. By accepting this Agreement, the Customer consents to Sorone obtaining, storing, and processing information about the Customer and its representatives solely as necessary to provide the Services.

6. Each party shall comply with the terms of the Data Protection Legislation.

7. Sorone shall implement and maintain appropriate technical and organizational measures, reviewed and approved by the Customer, to protect against unauthorized or unlawful processing and against accidental loss, destruction, or damage of Customer Data or Third Party Data, proportionate to the risk and nature of the data. Such measures may include, where appropriate:

   1. pseudonymization and encryption;

   2. ensuring confidentiality, integrity, availability, and resilience of systems and services;

   3. timely restoration of availability and access after an incident; and

   4. regular assessment and evaluation of the effectiveness of these measures.

8. If the GDPR applies to your personal information and we do not have a physical presence in the EU, we have appointed the following company as our GDPR representative under Article 27:

   1. UK – Euverify Ltd, Postal Address: 3 ^rdFloor, 86-90 Paul Street, London EC2A 4NE United Kingdom, Email: gdpr@euverify.com

   2. EU – Euverify Ltd, Postal Address: Unit 3D North Point House, North Point Business Park, New Mallow Road Cork, T23 AT2P Ireland, Email: gdpr@euverify.com

1. data protection - THIRD PARTY DATA

   1. During and after the delivery of Services, the Provider may process third party personal data provided by the Customer ( Third Party Data) and Customer Data solely as a processor on the Customer’s instructions. Any such processing shall be in accordance with this clause 13.3 and our Privacy Policy.

   2. The Customer agrees that, where necessary, the Customer will have satisfied relevant statutory grounds under the Data Protection Legislation in connection with the processing, before providing Sorone with personal data or Third Party Data.

   3. The Customer warrants in relation to the Third Party Data that:

      1. it has all necessary rights in relation to the Third Party Data to enable Sorone to perform the Services;

      2. providing the Third Party Data to Sorone does not breach any law;

      3. Sorone will not breach any law by performing the Services in relation to the Third Party Data;

      4. there are no restrictions on the use of the Third Party Data (including by any third-party terms) or, if there are, the Customer has notified Sorone and Sorone has agreed in writing to process such data; and

      5. processing by Sorone will not breach any third-party terms.

   4. The Customer agrees to indemnify and hold harmless Sorone and its officers, employees, contractors and agents from and against any loss, liability, or costs arising from a breach of the warranties in clause 13.3(c).

   5. Sorone shall, in relation to any Third Party Data or Customer Data processed in connection with this clause 13.3:

      1. process it only on the Customer’s written instructions, as updated from time to time;

      2. keep it confidential;

      3. comply with the Customer’s reasonable instructions regarding its processing;

      4. not transfer it outside of New Zealand unless appropriate safeguards or legal mechanisms are in place in accordance with the Data Protection Legislation;

      5. assist the Customer in responding to data subject access requests and complying with obligations under the Data Protection Legislation, at the Customer’s cost;

      6. notify the Customer without undue delay upon becoming aware of a personal data breach or any communications relating to compliance with the Data Protection Legislation;

      7. at the written request of the Customer, delete or return the Third Party Data on termination of the agreement unless required by law to retain it; and

      8. maintain accurate records to demonstrate compliance with this clause and allow audits by the Customer or the Customer’s designated auditor.

1. COLLECTION NOTICE

We collect personal information about you and others to enable you to access and use the Application, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

1. LIABILITY

   1. WARRANTIES AND LIMITATIONS

      1. ( Warranties) We warrant that:

         1. during the Subscription Period, the Application will be provided as described to you in, and subject to, these Terms; and

         2. to our knowledge, the use of the Application in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

      2. ( Errors) We will correct any errors, bugs or defects in the Application which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

         1. result from the interaction of the Application with any other Services or computer hardware, software or services not approved in writing by us;

         2. result from any misuse of the Application; or

         3. result from the use of the Application by you other than in accordance with these Terms.

      3. ( Service Limitations) While we will use our best endeavours to ensure the Application is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

         1. the Application may have errors or defects;

         2. the Application may not be accessible at times;

         3. messages sent through the Application may not be delivered promptly, or delivered at all;

         4. information you receive or supply through the Application may not be secure or confidential; or

         5. any information provided through the Application may not be accurate or true.

      4. ( Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

      5. ( Consumer law) Nothing in these Terms is intended to limit the operation of the Consumer Guarantees Act 1993 (CGA) or any other applicable New Zealand consumer protection legislation. Under the CGA, the Customer may be entitled to certain remedies (such as a refund, repair, or replacement) if there is a failure with the goods or services provided.

   2. liability

      1. ( Liability) To the maximum extent permitted by applicable law, Sorone limits all liability in aggregate of all claims to the Customer (and any third parties who encounter the services or goods through the Customer’s business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by Sorone is limited to:

         1. where you have paid fees to Sorone in the 12 months preceding the event giving rise to the relevant liability, the total fees paid by you to Sorone in that 12-month period; or

         2. where you have not paid any fees to Sorone (including where you use the Application under a Free Subscription), $1.

      2. ( Indemnity) The Customer indemnifies Sorone and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through the Customer’s business) arising from the Customer’s or the Customer’s employee’s, Customer’s, contractor’s or agent’s:

         1. breach of any third party intellectual property rights; 

         2. breach of any term of this agreement; 

         3. negligent, wilful, fraudulent or criminal act or omission; or 

         4. use of the Application.

      3. ( Consequential loss) To the maximum extent permitted by law, under no circumstances will Sorone be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Sorone.

      4. ( Unfair Contract Terms) To the extent that the provisions of any applicable law impose restrictions on the extent to which liability can be excluded under these Terms and Conditions or any quotation, including, for the avoidance of doubt, the provisions of the New Zealand Consumer Law, any applicable unfair contract terms legislation, and any equivalent laws in other jurisdictions (such as the GDPR, where relevant), the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

      5. Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

2. UPGRADE AND DOWNGRADES

   1. You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Application Users at any time. If you do, we will:

      1. take reasonable steps to promptly provide you with access to the new Subscription Tier or the additional Number of Application Users; and

      2. upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period (e.g. each month).

   2. If you choose to downgrade your Subscription or Number of Application Users, access to the new Subscription Tier and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rata downgrades in between Renewal Periods, however we reserve the right to from time to time.

   3. If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any Customer Data.

3. CANCELLATION

   1. cancellation at any time

      1. Either party may cancel or terminate your Subscription for convenience by providing 15 days’ written notice to the other party.

      2. If you select an annual paid Subscription Tier, then, irrespective of when you cancel your subscription in accordance with clause 17.1 (a) and provided that the cancellation is not due to a breach under clause 17.2, you will continue to have access to the Application until the end of the paid annual Subscription Period. No refund will be provided for any unused portion of the Subscription Period.

   2. cancellation for breach

      1. Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

      2. A “ Breach” of these Terms means:

         1. a party ( Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;

         2. the other party is given 10 Business Days to rectify the breach; and

         3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

   3. EFFECT OF TERMINATION

Upon termination of this agreement:

1. you will have 30 days to access and export personal data, including Customer Data and Third Party Data. After this period, Sorone will securely delete all personal data, except where retention is required by applicable law or expressly instructed by the Customer. Sorone shall not be liable for any loss of personal data, including Customer Data and Third Party Data, resulting from the Customer’s failure to export or request return of such data within the agreed timeframe following termination, provided that Sorone has made such options reasonably available. Sorone will have no responsibility to store or otherwise retain any data (and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point);

2. you will otherwise no longer have access to the Application or your Account;

3. unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and

4. each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

1. DISPUTE RESERVICES

   1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

   2. A party that requires reServices of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its reServices under this clause.

   3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

2. FORCE MAJEURE

   1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event. 

   2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

      1. reasonable details of the Force Majeure Event; and

      2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

   3. Subject to compliance with clause 19(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

   4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:

      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

      2. strikes or other industrial action outside of the control of us;

      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

      4. any decision of a government authority beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

3. NOTICES

   1. A notice or other communication to a party under these Terms must be:

      1. in writing and in English; and

      2. delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement ( Email Address). The parties may update their Email Address by notice to the other party.

   2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

      1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

      2. when replied to by the other party,

whichever is earlier.

1. GENERAL

   1. GOVERNING LAW AND JURISDICTION

      1. This agreement is governed by the law applying in New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

   2. WAIVER

      1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

   3. SEVERANCE

      1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

   4. JOINT AND SEVERAL LIABILITY

      1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

   5. ASSIGNMENT

      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

   6. ENTIRE AGREEMENT

      1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

   7. INTERPRETATION

      1. ( singular and plural) words in the singular includes the plural (and vice versa);

      2. ( currency) a reference to $; or “dollar” is to US currency;

      3. ( defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

      4. ( person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

      5. ( party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

      6. ( this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

      7. ( document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

      8. ( includes) the word “includes” and similar words in any form is not a word of limitation; and

      9. ( adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

Schedule 1 Service Level Agreement

1. SUPPORT SERVICES

   1. Support Services will be provided through the email address located at help@sorone.app.

   2. Fees will not be charged for answering Active Users’ support questions regarding performance or use of the Services.

   3. These Service Rectification Target Times apply to general service/ Application availability issues. In the event of a personal data breach or other security incident affecting personal data, Sorone will escalate and remediate the issue in accordance with GDPR timelines.

   4. The Support Services rectification times are dependent on the Customer making all best and reasonable efforts to assist Sorone in resolving the issue(s). This may include but is not limited to the following:

• Providing a full and descriptive brief on the issue, with steps for reproduction; and

• Providing technical and subject matter expert resources to assist in debugging root cause.

  1. Sorone will use its best endeavours to provide the Support in accordance with the Service Levels in Table 1 ( Service Levels) during business hours ( Service Hours).

Table 1: Service Levels

The Service Rectification Target Time is an estimate and Supplier will use reasonable endeavours to achieve such times, however will not be liable for any failure to achieve them.

1. 
   Customer acknowledgments

1. The Customer acknowledges and agrees that:

   1. Service Levels do not apply to any performance or availability issues arising from:

      1. factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);

      2. any information technology systems, hardware or software not provided by the Provider;

      3. the Customer failing to implement and maintain the Dependencies;

      4. the Customer utilising the Services contrary to the Provider’s advice on utilisation of the Services (including any policies or guidelines provided to the Customer by the Provider or a Third Party Service);

      5. during or with respect to a preview, pre-release, beta test or trial versions of the Services (including any particular feature);

      6. the Customer or a User’s action or inaction to a reasonable request from the Provider in relation to an issue; or

      7. the Customer or a User’s failure to maintain and following appropriate security practices,

   2. Sorone cannot guarantee that all issues, problems or security threats will be identified;

   3. final Services may differ from initial diagnosis;

   4. priority levels are determined at the Provider’s sole discretion;

1. DOWNTIME

   1. Service Levels are indicative and if the Sorone is not able to meet a Service Level set out in this clause, for any reason, the Customer will not have any claim for delay and Sorone will use its best endeavours to respond to or resolve the relevant issue as soon as possible; and

   1. Sorone will use its best endeavours to provide the Customer with 8 hours prior notice of any downtime. Where downtime occurs without prior notice to the Customer ( Unscheduled Downtime), the Customer will be credited with the lost service time by reducing the fees in accordance with Table 2.

Table 2: Unscheduled Downtime Credits

1. SUPPORT SERVICE HOURS AND CONTACT METHODS

   1. Unless otherwise set out in this clause, the Support Services will be available from 8am – 8pm on Business Days ( Business Hours).

   2. All Response Times and Response Targets do not include any time that falls outside a Business Hours.

   3. Support Services can be accessed via the following methods: