CRITICALARC SAFEZONE END USER LICENCE AGREEMENT

CRITICALARC SAFEZONE END USER LICENCE AGREEMENT
(23 April 2022)

YOU MUST READ THE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT (“the Agreement”) BEFORE INSTALLING THIS APPLICATION.

IMPORTANT: BY PRESSING THE “ACCEPT” BUTTON, INDICATING YOUR AGREEMENT ELECTRONICALLY, OR OTHERWISE INSTALLING THE SAFEZONE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT, DO NOT CONTINUE TO REGISTER AS A USER, QUIT THE APPLICATION AND UNINSTALL THE SAFEZONE APPLICATION.

BY PRESSING THE “ACCEPT” BUTTON YOU ARE CREATING A BINDING LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”) AND CRITICALARC LTD (“CRITICALARC”) AND THE ORGANISATION WHO IS UTILISING SAFEZONE (“YOUR ORGANISATION”). YOU CANNOT ENFORCE THIS LICENCE AGREEMENT WITH APPLE, GOOGLE OR MICROSOFT. HOWEVER, APPLE, GOOGLE OR MICROSOFT AND THEIR SUBSIDIARIES AND BENEFICIARIES WILL HAVE THE RIGHT TO ENFORCE THE TERMS AGAINST YOU.

YOU WARRANT AND REPRESENT THAT YOU HAVE FULL POWER, CAPACITY AND AUTHORITY TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT.

DEFINITIONS

Alert	means the security alert which is transmitted from the Application to the SSS.
Application	means the SafeZone and/or OmniGuard application downloaded by You to send an Alert.
Approved Purpose	means the purpose stated in Clause 4.
Area	means the SafeZone areas defined by Your Organisation for coverage of the SSS.
Your Organisation’s Response Team	means users designated by Your Organisation to be registered users of the SafeZone OmniGuard application.
Your Organisation	means the entity to whom CriticalArc has granted a licence to use the SafeZone Security System.
CriticalArc	means CRITICALARC Pty Ltd ACN 154 820 603 of Suite 2, Level 1, 33-35 Belmont Street, Sutherland NSW 2232.
Device	means any compatible device using authorised systems upon which You download and install the Application.
Intellectual Property	means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade marks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in confidential information, know how or other proprietary rights (whether or not any of these are registered and including any application for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world now or at any time in the future.
Intellectual Property Rights	has a corresponding meaning.
Licence	has the meaning given in clause 1.
SafeZone OmniGuard Application	means the application installed on a Device and used by Your Organisation’s Response Team to respond to an Alert from You.
SafeZone Security System (“SSS”)	means the CriticalArc SafeZone Security System which includes the Application and SafeZone OmniGuard Application and includes any update, new version or modification.

TERMS AND CONDITIONS

1.Licence
- 1.1 In consideration of You agreeing to abide by the terms and conditions of this Agreement and the payment by Your Organisation of the applicable fee, CriticalArc grants You a non-exclusive, non-transferable right to install and use the Application for the Approved Purpose and in accordance with the terms and conditions of this Agreement (“Licence”).
2.Term
- 2.1 This Agreement will commence upon You agreeing to be bound by the terms and conditions of this Agreement and shall continue until Your Organisation ceases to offer the SSS or until You or CriticalArc terminate this Agreement in accordance with clause 14.
- 2.2 You will be notified by CriticalArc and Your Organisation if Your Organisation decides to cease offering the SSS.
- 2.3It is Your responsibility to:
- - (a) ensure the Device is compatible with the Application and is in good working order;
  - (b) configure the Device to work with the Application including without limitation, having location services turned on to enable all networks to locate Your position in the event that You send an Alert;
  - (c) organise necessary related services from Your telecommunications carrier including without limitation paying for any charges related to the use of the Device even if those charges arise as a result of using the Application; and
  - (d) install all updates of the Application to ensure You have the current version.
- 2.4 By downloading the Application, You will connect to the SSS. When You use the Application on the Device to send an Alert, it will be processed by the SSS, which will send a notification to Your Organisation’s Response Team who, when received, will respond to the Alert in accordance with Your Organisation’s security practices.
- 2.5 You understand and agree that the receipt of the Alert by the SSS and Your Organisation’s Response Team and the subsequent response time by Your Organisation’s Response Team may be impacted by network coverage, software issues, hardware issues, communication and any number of other technical issues. CriticalArc and Your Organisation cannot guarantee that the Alert will be received by the SSS and and/or Your Organisation’s Security Team. CriticalArc and Your Organisation will not be responsible for any failure of the Application howsoever caused to send an Alert to Your Organisation’s Response Team and will not be liable for any loss suffered by You as a result.
- 2.6 You agree that the Application is only operational for the Approved Purpose within the Area and You cannot rely on the Application for a security response outside the Area or for any scope beyond the Approved Purpose.
- 2.7You understand and agree that:
- - (a) the SSS is provided to You as a service “as is” and “as available” and Your use of the Application is solely at Your own risk;
  - (b) the Application is intended to provide an Alert to Your Organisation’s Response Team for a response to Your personal safety or the personal safety of another. It is expected that You will use the Application when Your safety is threatened, or You require first aid or security assistance, or You are seeking assistance for another person. You cannot rely on the Application and SSS to provide a lifesaving emergency response. In the event of an emergency event, You should call the local emergency services number immediately;
  - (c) misuse of the Application would undermine the operation of the Application. If You misuse the Application in any way, Your Organisation will provide You with a formal warning. If You repeat the misuse of the Application, Your Organisation may terminate Your access to the Application. Your Organisation and CriticalArc will not accept any responsibility or liability if Your access is terminated in accordance with this clause;
  - (d) the Application will only be operative in the Area;
  - (e) the maintenance and support for the Application is provided by CriticalArc only. Your Organisation, Apple, Google or Microsoft are not responsible for the Application itself and it is not the responsibility of Your Organisation, Apple, Google or Microsoft to provide any maintenance or support services to You. For any support issues, please send an email to support@criticalarc.com; and
  - (f) You represent and warrant that You are not located in any country that is subject to a U.S, UK and/or Australian Government embargo, or that has been designated by the US, UK and/or Australian Government as a “terrorist supporting” country; and You are not listed on any U.S., UK or Australian Government list of prohibited or restricted parties.
3.Restrictions
- 3.1 Except as expressly set out in this Agreement or as permitted by any applicable law, You undertake:
- - (a) not to allow any other party to use the Application;
  - (b) not to and not to permit any third party to copy the Application;
  - (c) not to and not to permit any third party to distribute, sell, rent, lease, sub-license, loan, translate, transfer, merge, adapt, vary or modify the whole or any part of the Application;
  - (d) not to and not to permit any third party to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Application nor attempt to do any such things; or
  - (e) not, whether in whole or part do anything to enable the Application installed on one Device to be accessed by or via another Device in respect of which You have not been granted a Licence to use the Application.
    This clause 3.1 shall survive the termination of this Agreement.
4.Approved Purposes
- 4.1 In using the Application, You agree to the following:
- - (a) Your personal information may be used to identify, locate and aid communication with Your Organisation should they raise an Alert whilst within the Area.
  - (b) Your Organisation may use Your personal information to verify Your identity or to verify disclosed specific requirements in order to deploy the appropriate responder to any activated Alert.
  - (c) Your Organisation may use location information of specialist staff such as security, first aiders and fire marshalls in order to identify the closest, appropriate resource available to respond to an Alert.
  - (d) Your Organisation may provide information to the emergency services to assist in dealing with incidents.
  - (e) Your Organisation may use Your personal information to send important messages through push notifications to Your smart phone. These communications will be authorised Organisation messages about incidents directed at individuals or user groups such as staff, students, first aiders or fire marshals affected by the incident based on their location or specific user group.
  - (f) Your Organisation may use personal information, recorded incident log data and security heat maps in order to develop, operate, deliver and improve health, safety, security and welfare services to users.
- 4.2You must:
- - (a) not use the Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Application or any operating system;
  - (b) not infringe CriticalArc’s Intellectual Property Rights or those of any third party in relation to Your use of the Application;
  - (c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to Your use of the Application;
  - (d) not use the Application in a way that could damage, disable, overburden, impair or compromise CriticalArc’s or Your Organisation’s systems or security or interfere with other users; and
  - (e) not collect or harvest any information or data from any service or CriticalArc’s or Your Organisation’s systems or attempt to decipher any transmissions to or from the servers running the Application.
5. Access
- 5.1 You may choose or be provided with, a user identification code, password or any other piece of information as part of CriticalArc’s security procedures. You must treat such information as confidential and must not disclose it to any third party.
- 5.2 CriticalArc or Your Organisation has the right to disable any user identification code or password, whether chosen by You, Your Organisation or allocated by CriticalArc, at any time, if in our reasonable opinion You have failed to comply with any of the provisions of this Agreement.
- 5.3 If You know or suspect that anyone knows Your user identification code or password, please promptly notify us at support@criticalarc.com.
- 5.4 You are solely responsible for all activity occurring under Your user identification code.
6.Application
- 6.1CriticalArc shall have the right, in its sole discretion, to make any changes to the Application and its functionality which is necessary to comply with any applicable law or safety requirement, or which does not materially affect the nature or quality of the Application.
- 6.2CriticalArc:
- - (a) does not warrant that Your use of the Application and/or associated services will be uninterrupted or error-free; or that the Application and/or associated services and/or the information obtained by Your Organisation through the Application and/or associated services will meet its or Your requirements;
  - (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Application and/or associated services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
  - (c) is not responsible for the legality, reliability, integrity, accuracy and/or quality of any data (including, but not limited to, any reports) generated in connection with the Application and/or associated services. For the avoidance of doubt, CriticalArc shall have no liability to You in the event that You suffer loss as a result of Your Organisation’s or Your reliance on such data.
7.Content
- 7.1CriticalArc may audit Your use of the Application for the purpose of evaluating and improving the Application.
- 7.2 By transmitting any message, communication, information (including personal information) or data including location information, security alerts and responses (“Content”), You grant CriticalArc an irrevocable licence to collect, use, store, handle, reproduce, display, perform and transmit such Content for the Approved Purpose. To the extent that Content belongs to a third party, You warrant that You have the consent of the third party to transmit the Content on the terms of this Agreement.
- 7.3 Use of Location Information: CriticalArc uses, but is not limited to using, Apple, Google, Microsoft and their trusted location partners also receive information that is used to improve positioning services, such as nearby Wi-Fi access points and cell towers, when the location features of this Application are used.
- 7.4 CriticalArc may use indoor positioning technologies such as, but not limited to, Polestar, Juniper, Gozio and Aruba, as part of their Services to You.
8.Ideas and suggestions
- 8.1 CriticalArc wishes to continually expand its services and welcomes any ideas, suggestions or feedback related to the Application (“Ideas”). You grant CriticalArc an irrevocable, non-exclusive, world-wide, royalty free licence to use, develop, modify, or adapt any Ideas You provide for any purpose, including the right to sub-licence on the same terms.
- 8.2 You must not knowingly provide CriticalArc with any Ideas that are subject to third party Intellectual Property Rights or that include the confidential information of any person.
9.Data Protection and your Organisation
- 9.1 Your organization has agreed to use the Criticalarc Safezone Application for the Approved Purposes, set out at clause 4 above, and in doing so agrees to the following:
- - (a) To ensure users maintain system security and do not share passwords;
  - (b) To oversee the collection and processing of data to ensure only the data necessary is collected and processed;
  - (c) To act as the data controller and appoint Criticalarc as a data processor;
  - (d) To seek advice prior to making any disclosures of other than in the course of the use of the Application, for the purpose(s) for which it is intended;
  - (e) To adapt a balanced and reasonable policy for managing Subject Access Request and third party disclosures which safeguards the rights of all data subjects (individuals) and respects the original purpose for which the data was collected; and
  - (f) To manage and permission the scope of inter-organisation data sharing. This means that administrative consent will be required prior to engaging third party providers and inter-community groups.
10.Privacy & Security
- 10.1 CriticalArc will abide by all applicable Privacy Laws including without limitation the Privacy Act 1988 (Cth), rules and regulations relating to the privacy of your personal information (“the data protection laws”). CriticalArc will also adhere to the CriticalArc Privacy Policy (“Privacy Policy”) which can be found at https://criticalarc.com/privacy-policy/.
- 10.2 You agree that CriticalArc may use Your personal information for the Approved Purpose in accordance with the data protection laws and the Privacy Policy.
- 10.3 The terms “data subject”, “data controller”, “data processor”, “processing” and “personal data” bear the respective meanings given them in the applicable data protection laws.
- 10.4 You acknowledge that CriticalArc may transfer Your personal information to such third parties as are necessary in order for You to use the Application and/or provide the associated services in accordance with this Agreement and the contract between CriticalArc and Your Organisation. CriticalArc shall use its reasonable endeavours to ensure that such third parties have an adequate level of protection for Your rights and the security of Your personal data. You acknowledge and accept that in respect of any part of the Area extending beyond Australia or any country listed from time to time by the Australian Government as not having an adequate level of protection for personal data, the privacy and security of Your personal data cannot be assured.
- 10.5 If CriticalArc processes any personal data on Your behalf when performing its obligations under this Agreement, the parties record their intention that Your Organisation is the data controller and CriticalArc shall be a data processor and in any such case:
- - (a) You consent to the processing, transferring and storage of Your personal data as is necessary to enable You to use the Application and/or to enable CriticalArc to provide the associated services;
  - (b) CriticalArc shall ensure that access to Your personal information is limited to those employees or authorised subcontractors who need access to the personal information to meet CriticalArc's obligations under this Agreement and that all employees and authorised subcontractors are informed of the confidential nature of the personal information;
  - (c) CriticalArc shall process the personal data only in accordance with this Agreement and any lawful instructions reasonably given by Your Organisation or You from time to time;
  - (d) CriticalArc shall implement appropriate technical and organisational measures to ensure a level of security of personal data in accordance with the applicable data protection legislation;
  - (e) CriticalArc shall comply with its obligations under any applicable data protection legislation;
  - (f) CriticalArc shall retain Your personal information only for as long as is necessary to comply with its obligations under this Agreement; and
  - (g) CriticalArc shall promptly and fully notify You in writing if any Your personal information has been disclosed in breach of this clause 10.
- 10.6 CriticalArc will not be liable for any claim brought by You arising from any action or omission of CriticalArc, to the extent that such action or omission resulted directly from Your or Your Organisation’s instructions to CriticalArc concerning the processing.
11.Indemnity
- 11.1 You agree to indemnify CriticalArc and Your Organisation (“the Indemnified Parties”) and You agree to keep the Indemnified Parties indemnified against any and all claims, demands, losses, damages and costs (including legal costs and investigation costs) that the Indemnified Parties incur or may incur as a result of or arising out of:
- - (a) the authorisation by You of any action or activity which infringes any Intellectual Property Rights of either CriticalArc or Your Organisation; or
  - (b) any knowing and willful use by You of the Application for any purpose other than the Approved Purpose; or
  - (c) any knowing and willful use by You of the Application in breach of the terms and conditions of this Agreement.
12.Exclusions and limitations
- 12.1 Nothing in this Agreement shall limit or exclude the liability of:
- - (a) any party for death or personal injury caused by the negligence of that party or its personnel, agents or subcontractors;
  - (b) any party for fraud or fraudulent misrepresentation; or
  - (c) any other liability which cannot be limited or excluded by law.
- 12.2 Subject to clause 12.1, all representations, conditions, warranties and terms implied by law are expressly excluded.
- 12.3 Subject to clause 12.1 and to the extent permitted by law, in no event will CriticalArc or Your Organisation be liable for any damages (including without limitation direct, indirect, punitive, special, incidental or consequential damages, cost of procuring substitute services, lost profits, losses or other expenses) arising in connection with the provision of the Application howsoever caused, suffered by You in connection with the Application or the supply, delay in supplying or failure to supply the Application and the associated services, the Agreement, or termination of Agreement, including any negligence, misrepresentation, or other default by CriticalArc or Your Organisation or their officers, employees, contractors or agents. In the event that any part of this clause is deemed invalid or unenforceable, it shall be severable from the remainder of this clause and this Agreement so as not to affect the validity or enforceability of the remainder of this clause and this Agreement.
- 12.4 Without limiting the foregoing, this limitation of liability includes but is not limited to the failure of the Alert to be received by Your Organisation Security Team for any reason, the unavailability of the Application and the SSS due to unavailability of wireless telecommunications services, unauthorised access to the Application or SSS or Your personal information, any failure of performance, error, omission, interruption, defect, delay in operation, transmission or security notification, virus affecting Your computer or Device or system failure.
- 12.5 You acknowledge that Your Organisation, Apple, Google or Microsoft provide no warranty whatsoever and are not responsible for processing any claims including without limitation claims in relation to infringement of third party Intellectual Property, product liability claims, any claims that the Application fails to conform to any applicable legal requirement and any claims arising under consumer protection or similar legislation with respect to the Application.
13.Intellectual Property Rights
- 13.1 You acknowledge that other than the limited licences granted in this Agreement, You obtain no Intellectual Property Rights whatsoever in the Application or any documentation associated with the Application.
- 13.2 You must not use CriticalArc’s or Your Organisation’s registered or unregistered trademarks without written authority from CriticalArc or Your Organisation respectively.
14.Changes
- 14.1 CriticalArc may need to change this Agreement to reflect changes in law or best practice or to deal with additional features which CriticalArc introduces.
- 14.2 From time to time, CriticalArc may automatically update the Application and/or associated services, change the Application and/or associated services to improve performance, enhance functionality, reflect changes to the operating system or address security issues or make maintenance releases available to You. Alternatively, we may ask You to update the Application for these reasons.
15.Termination
- 15.1 CriticalArc may terminate this Agreement if You commit a breach of this Agreement which cannot be remedied within fourteen (14) days.
- 15.2 Upon the expiration or termination of this Agreement for any reason:
- - (a)You must cease using the Application; and
  - (b) You must promptly destroy or erase (as applicable), all materials containing the Application in Your possession, custody or power, and provide CriticalArc with evidence of compliance with this clause if requested; and
  - (c) Your End User access will be blocked by CriticalArc and You will not be able to access the Application.
- 15.3 Clauses 1, 3, 4, 6, 7, 8, 11 and 12 of this Agreement survive termination of this Agreement.
- 15.4 Termination of this Agreement by CriticalArc is without prejudice to its other rights in respect of this Agreement.
16.General
- 16.1 This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all other prior communications and agreements between the parties as to its subject matter. Each party agrees that unless expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of this Agreement.
- 16.2 A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Agreement.
- 16.3 A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement. A waiver of a breach does not operate as a waiver of any other breach.
- 16.4 Any provision of this Agreement or part of a provision or clause which is unenforceable or invalid in any jurisdiction must:
- - (a) be read down to the minimum extent necessary to achieve its validity, if applicable; and
  - (b) be severed from the remainder of the provision or clause and this Agreement in any other case, without invalidating or affecting the remainder of the clause or provision or remaining provisions of this Agreement or the validity of that clause or provision in any other jurisdiction.
- 16.5 You must not assign, lease, charge, sub-license, or otherwise transfer the Licence or this Agreement.
- 16.6 A term or condition of, or act done in connection with, this Agreement does not operate as a merger of any of the rights or remedies of the parties under this Agreement and those rights and remedies continue unchanged.
- 16.7 Unless this Agreement expressly provides otherwise, each indemnity in this Agreement survives the expiry or termination of this Agreement.
- 16.8This Agreement is governed by and must be construed in accordance with the law of New South Wales and the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia in respect of all matters arising out of or relating to this Agreement, its performance or subject matter. CriticalArc reserves the right to enforce its Intellectual Property Rights before the competent courts of any jurisdiction where an act of infringement occurs.