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Terms & Conditions

 

(For the use and of and access to CloseAssociate COVID-19 Forecast Tools and Modeller, Blog https://covid19-blog.closeassociate.com and/or Website https://covid19.closeassociate.com)

 

By using or accessing the CloseAssociate COVID-19 Forecast Tools, Modeller, Website and/or Blog, you agree to be bound by these Terms and Conditions. If access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms. 

 

If you do not agree to these Terms, you are not authorised to access or use the CloseAssociate COVID-19 Forecast Tools, Modeller, Website and/or Blog and you must immediately stop doing so.

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Application to access CloseAssociate COVID-19 Forecast Tools, Modeller, Website and/or Blog

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  1. Access to the CloseAssociate COVID-19 Forecast Tools, Modeller, (all hereinafter referred to hereafter as Tools), and Website and Blog site, is conditional on registration at either:
    - Website https://covid19.closeassociate.com; and/or 
    - Blog https://covid19-blog.closeassociate.com

  2. All information in your application for registration must be accurate, up-to-date, true, and not misleading in any way. We may immediately terminate your access if you breach this clause.

  3. You must keep any User ID secure and:

  • not permit any other person to use your User ID,(including any key or Login that may be provided), including not disclosing or providing it to any other person; and

  • immediately notify us if you become aware of any disclosure or unauthorised use of your User ID by sending an email to support@closeassociate.com 

 

Use of and access to the CloseAssociate COVID-19 Forecast Tools, Modeller, Website and/or Blog

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  1. Once we provide you with access to the Tools, Website and/or Blog you are granted a non-exclusive, non-transferable licence under our Intellectual Property Rights in only that Tool or site that you have been granted access to. 

  2. We will review the Tools, Website and/or Blog and we may modify, add, replace, or upgrade any of them at any time at our discretion. (Modification)

  3. You may discontinue use of Tools, Website and/or Blog following a Modification, provided that your continued use of any of them following a Modification will be deemed to be your acceptance of that Modification.

  4. You must:

  • not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Tools, Website or Blog, or any Underlying System, or otherwise attempt to damage or interfere with the Tools, Website or Blog or any Underlying System; and

  • unless with our agreement, access the Tools, Website and Blog, via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.

  • You must obtain our written permission to establish a link to our Tools, Website and/or Blog. If you wish to do so, email your request support@closeassociate.com
     

Data
 

  1. Any Data we supply or make available to you under these Terms is supplied on an “as is” and “as available” basis, without warranties of any kind, and your use of the Data is at your sole risk.

  2. We reserve the right to change the Data (including the file structure of the Data) at any time.

  3. Any Data that is the property of third parties may be subject to third party terms and conditions as well as the terms contained herein. (Data Terms).

  4. You agree to comply with the Data Terms notified by us in writing from time to time.

  5. If you breach any of the Data Terms, we may immediately terminate your access to all or any of the Tools, Website and Blog.

  6. We may track your use of the Tools, and the Data, Website and Blog in order to identify any use of them outside of the permitted uses set out in these Terms.
     

Additional Terms
 

  1. The CloseAssociate COVID-19 Forecast Tools, Modeller, Website and/or Blog may involve the use of our Data and Data belonging to third parties. You acknowledge and agree that we hold absolutely and exclusively certain material which has been licensed to us and incorporated into the Data, and we do not assign any copyright or other intellectual property rights in such material either to us or you.

  2. You further acknowledge and agree that we shall not, in any circumstances, be liable for any loss, injury or damage (even if we have been advised of the possibility of such loss, injury or damage, and including, without limitation, any injury, direct loss, indirect loss, consequential loss, loss of profits, business interruption loss or loss of data) suffered by you or any other person or parties in connection with these Terms, (other than warranties or conditions which may not lawfully be excluded).
     

Restrictions
 

  1. You must not, and you must ensure that any third parties do not:

    1. use or access the Tools, Data, Website or Blog, other than in accordance with these Terms;

    2. use or access the Tools, Data, Website or Blog, for the purpose of carrying out, or enabling a third party to carry out, batch cleansing of records;

    3. use the Tools, Data, Website or Blog, in a manner that breaches any laws or regulations, infringes third party rights or is contrary to any relevant standards or codes

    4. use or access the Tools, Data, Website or Blog, for any illegal, immoral, defamatory, injurious, or unethical purposes, or in any way that breaches the rights of any person;

    5. use or access any software, systems, Data or materials under or in connection with these Terms other than those you are expressly permitted to use and access under these Terms;

    6. copy, modify or reverse engineer any software used by us or our licensors;

    7. damage, disrupt or interfere with the Tools, Data, Website or Blog, or any other software or systems used by us or our licensors; or

    8. republish, repurpose, copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of any Tool, Data, Website or Blog, or relay or disseminate the same to any third party, other than as expressly permitted by these Terms.

  2. You must, and must ensure that any third party who use your services:

    1. comply with all reasonable security requirements that we notify to you from time to time; and

    2. limit use of, and access to the Tools, Data, Website or Blog to those persons authorised by you to use and access the Tools,  Data, Website or Blog .
       

Fees and payment
 

  1. Fees may be charged by us in relation to accessing and using these Tools, Website or Blog. By accepting these Terms, and accessing and using the Tools, Website or Blog you agree to pay these fees.

  2. If we change our fees for accessing and/or using the Tools, Website or Blog, we will notify you and give you at least 7 days to cease using or accessing the Tools, Website or to avoid paying any new fees, or amended fees (as the case may be).
     

Intellectual property and confidentiality
 

  1. We and our third-party licensors own all rights, titles and interests, including Intellectual Property Rights, in and to:

    1. The CloseAssociate COVID-19 Forecast Tools and/or Modeller and the Data, (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems;

    2. the Website and Blog

    3. all other software and systems used by us and our licensors in connection with the Tools, Website or Blog; and

    4. any other documents or materials you access through the use of the Tools, Website or Blog

  2. You must:

    1. not use any of our trademarks or logos without our express written approval;

    2. comply with all guidelines and requirements issued by us regarding use of any of our trademarks or logos; and

    3. not remove or tamper with any logos, business names or trademarks, or disclaimer or copyright notice attached to or used in relation to the Tools, Data, Website or Blog or our services.

  3. You must not promote or provide any goods, services, advice, calculations or estimates,  which are in any way misleading or deceptive or which suggests the goods, services, advice, calculations, or estimates are provided or endorsed by, or in any way affiliated with us..

  4. You agree to keep confidential all information obtained from us in any form, including all Data, (Confidential Information), and will not disclose that Confidential Information to any person, or use that Confidential Information other than for the Purpose, without our consent.

  5. You shall ensure that your employees, contractors, and agents abide by the obligations of confidentiality contained in these Terms.

  6. The obligations of confidentiality contained in these Terms do not apply to Confidential Information to the extent that it:

    1. is required to be disclosed by law.

    2. is generally known and available to the public without you having breached your confidentiality obligations under these terms.

    3. has been independently developed without the benefit or use of our Confidential Information.

    4. has been lawfully acquired from a third party who had the right to disclose it; or

    5. is already lawfully in your possession.
       

Termination
 

  1. Either you or we may terminate the agreement formed by these Terms and your access to the Tools, Website and/or Blog at any time.

  2. We may immediately terminate the agreement formed by these Terms and your access to the Tools, Website and/or Blog by giving written notice to you if:

    1. you breach these Terms and/or the Data Terms and that breach cannot be remedied within 7 days of you receiving notice specifying the nature of that breach and requiring it to be remedied.

    2. you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or becomes bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, have a liquidator, receiver or manager appointed in respect of any of your assets or take or suffer any similar or analogous action in consequence of debt;

    3. we are no longer permitted by our licensors to provide any component of the Tools or the Data;

    4. for any other reason at our own discretion

  3. On termination of the agreement formed by these Terms for any reason:

    1. you must cease, and you must ensure that any third parties cease, all use of, and access to the Tools, Data, Website and Blog and any of our other Intellectual Property Rights or Confidential Information;

    2. you must delete all Licence Keys, Log Ins, User ID’s and all Data in your possession or control; and

    3. those clauses of these Terms which by their nature are intended to survive termination will continue to apply.
       

Warranties and liability

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  1. We make no representation or warranty that the Tools, Data, Website or Blog are appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Tools is not illegal or prohibited, and for your own compliance with applicable local laws.

  2. Access to and use of the Tools, Data, Website and Blog are entirely at your own risk. To the maximum extent permitted by law, we exclude all warranties, representations, and conditions in relation to the Tools, Data, Website and Blog (whether express or implied), including any warranties of availability, merchantability, fitness for purpose or non-infringement.

  3. In particular, you acknowledge that we and our related companies do not warrant or represent that the Tools, Data,  Website and/or Blog will operate without interruption, will be error-free, be free of any virus or other harmful elements, or will meet your requirements or that all errors can or will be corrected.

  4. You acknowledge that the Consumer Guarantees Act 1993 does not apply to the Tools or the Data, Website or Blog.

  5. To the maximum extent permitted by law, we exclude all liability to you and any third party for any loss, injury, damage, cost or expense suffered or incurred by you or them arising directly or indirectly from your use of, or access to, the Tools, Data,Website or Blog or otherwise arising in connection with these Terms, and whether in contract, tort (including negligence), statute or otherwise, and even if we have been advised of the possibility of such loss, damage, cost or expense.

  6. You agree to indemnify us and our contractors, agents, officers, employees and other authorised representatives against all claims, suits, demands, damages, liabilities, costs or expenses arising in any way out of or in any way connected to your use of the Tools and the Data, Website and/or Blog.

 

General

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  1. You must and you must ensure that any third parties engaged by you, comply with the requirements of the Privacy Act 1993 and any other applicable law or regulations relevant to the possession or use of the Tools or the Data, Website or Blog;

  2. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.

  3. These Terms, and any dispute relating to these Terms are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms.

  4. Without limiting any other part of these Terms, we will not be responsible or liable for any failure or delay due to any cause, whether arising out of our negligence or beyond our reasonable control or any failure by you to comply with these Terms.

  5. No failure or delay by either of us to exercise any right or remedy under these Terms will be construed or operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. No waiver will be effective unless in writing and signed by the relevant party.

  6. If any provision of these Terms is held invalid, unenforceable, or illegal for any reason, our agreement with you will remain otherwise in full force apart from such provisions, which will be deemed deleted.
     

Definitions
 

  1. Tools means the CloseAssociate COVID-19 Forecast Tools and/or Modeller 

  2. Data means any data that we, at our discretion, provide or make available to you through the Tools, including any input files, predictions, estimates or conclusions of any kind.

  3. Intellectual Property Rights means any copyright, patent, trade mark; design right, trade secret, eligible layout, or other industrial or intellectual property right.

  4. User ID means the unique licence keys, Logins or User ID’s that we issue to you to enable you to access the Tools

  5. Terms means these terms and conditions of use, as amended from time to time by us.

  6. We means VC R & D Limited trading as CloseAssociate, its successors and assigns. “Our” and “us” have a corresponding meaning.

  7. You means the person accessing or using the Tools, or the company or legal entity that you represent, and “your” has a corresponding meaning

  8. Underlying System means any network, system, software, data or material that underlies or is connected to the Tools.

  9. Website means https://covid19.closeassociate.com, and Blog means https://covid19-blog.closeassociate.com

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