Legal Documents
Family Zone Cyber Safety Limited Privacy Policy
Introduction
Our agreement
Our business involves advertising, marketing and the provision of online safety technology, content and advice (our “products”) to you (the” account holder”) and the persons associated with your account (the “end-users”). We provide products under an agreement with you (the “Customer Terms” which is accessible on our website) and our Customer Policies, which include this Privacy Policy.
Our Privacy Policy is an agreement between you, the account holder and the owner of your information and us. If your account was created and/or paid for by another party (such as a school) then you are still the account holder and these arrangements are between you and us.
Our Privacy Policy applies whether you have purchased products from us directly or through resellers and if you download and use our products.
In addition to this Privacy Policy we comply with relevant privacy and data protection regulations across the world and we voluntarily sign-up to various pledges, data protection agreements and the like. These are outlined below.
If you do not accept our privacy policy then you should not use our products.
Information and ownership
In the course of our business we may collect information from and about you, your end-users and the use of our products.
This Privacy Policy describes how we collect, store, use and distribute this information. It also sets out your options which include how you can avoid capture of certain information and how you can access and update certain information.
Your privacy is of critical importance to us. We collect and use data strictly in accordance with best practices and relevant laws. We collect the minimum information necessary and retain your data only for as long as is necessary to provide our products, or until you tell us to delete it. Your data is never sold to third parties.
With respect the information we collect, generally speaking:
- Data that relates to or identifies you or your end-users is owned by you;
- User content such as content submitted by you into forms or surveys is owned by you;
- Data associated with your use of our products is owned by us; and
- Data which cannot reasonably be attributed to you or an end-user (through de-identification) is owned by us.
You have the right to know what we collect and have collected about you. You have the right to opt-out of providing us information and you have the right to request its removal. We may however not be able to provide you with our products in these circumstances.
End Users and consent
Our products may be used by you to monitor and filter the activity of End Users such as students (at a school), your children, guests on your network, your staff or you.
We provide our products to you under our agreement with you. You are responsible for informing your End Users and obtaining necessary consents from them or their parents/guardians with respect to the application of our products and with respect to our collection, use and disclosure of information associated with them in accordance with this Privacy Policy.
Privacy & Schools
In providing our products to school clients we will collect personally identifiable information with respect to students, their parents and guardians and school staff (“School Data”).
We appreciate that schools have unique circumstances and specific obligations with respect to privacy and in particular in relation to information associated with students.
If you are a school account holder, this section applies to you.
For schools in the United States
Our role in USA schools
As a provider of cyber safety products to schools in the United States we act as a school official, operating under your direction and control. In this capacity, we have a legitimate educational interest in the collection, use, disclosure, and retention of information with respect to your students and staff.
Regulations & Pledges
We are committed to complying with the Family Education Rights and Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”) and the UK/EU General Data Protection Regulations (“GDPR”) in all applicable respects with regards to the collection, use, disclosure, and retention of School PII.
We have also taken the Student Privacy Pledge introduced by the Future of Privacy Forum (FPF) and The Software & Information Industry Association (SIIA).
For Schools in New York
We confirm that we comply with the applicable state law and regulations, including Education Law section 2-d and its implementing regulations at Part 121, and the “bill of rights” required therein. We will train all employees with access to your data on the requirements of state and federal law governing the confidentiality of such data. We will require all subcontractors to comply with the terms of this Privacy Policy, including its terms on data breach.
For Schools in California
Our Agreement and this Privacy Policy meet the requirements under California Education Code § 49073.1 and all other applicable state privacy laws.
For schools in the United Kingdom and European Union
Our role in UK and EU schools
For customers within the United Kingdom and the European Union, with respect to the GDPR, we act in the capacity of a data processor and you are the data controller with respect to any data captured, used and disclosed by us. These terms are defined in GDPR.
Other specific terms for schools
Consents from parents, students and staff
On your behalf we monitor, filter activity and capture, use and disclose School Data with respect to your End Users. We require you to obtain and maintain all necessary consents from these parties, in accordance with your local regulations (e.g. as required by COPPA in the US).
Extended data storage
By default, we store school Cyber Safety Data for 12 months however you may request us to extend that period. Where you do so, and where we can do so, then you acknowledge that you are responsible and agree to indemnify us and hold us harmless whatsoever, for any implications under relevant privacy laws in relation to the duration of storage of personally identifiable information; and you undertake to reflect your policy with respect to the duration of storage of personally identifiable information in your privacy policy and to communicate this to your End Users and their parents.
Safety & security incidents
You may subscribe to advanced cyber safety and security technology from us which monitors end-user activity for the purpose of identifying or recording concerning activity. You are responsible for the efficacy and disclosure of your use of such services to affected parties. Information collected by us using these advanced services is treated as Cyber Safety Data in accordance with this privacy policy. Where disclosures of harm are identified our End User Policy applies.
Marketing to Parents and Children
We will not directly market our products or offers to parents/guardians associated with your end-users without your permission unless we have permission from them or another legitimate source. We will not knowingly market to students or engage in targeted advertising. We will also not engage in targeted advertising on any site based on information we receive through our agreement. We will not use information gathered through our agreement to amass a profile about a student except in furtherance of the purposes of our agreement with you.
Review, Correction or Removal of Data
We only accept requests to review, change or remove School Data from our main contacts with you and your identified administrators. Parents or legal guardians who request changes to or removal of School Data should go through you.
School Community Products
Our products permit you to refer parents / guardians to us to create personal accounts with us. When doing so, you are obliged to have or obtain consent from them before taking this action.
Our products provide you and the parents/guardians of your students to share information on school calendars and student use of and access to the internet and devices. We call this the School Community feature. Such data is considered by us Cyber Safety Data and is subject to our privacy policy.
For the purpose of clarity, Cyber Safety Data collected during the application of school policies is owned by the school (not the associated parent) and is subject to our agreement with you.
Sharing of safety data is subject to an opt-in by each party, which can be revoked at any time.
Messaging Services for Schools
Our products permit the exchange of messages between End Users eg between teachers and students. Messaging services are provided under our arrangement with you (the “account holder”). You are required to obtain and maintain required parental/guardian consent.
Unless agreed with you otherwise:
- Users cannot delete messaging content. We will retain messaging content under the same arrangements agreed with you for Cyber Safety Data or otherwise as agreed with you or until you ask us to delete it.
- Messaging content exchanged between students and teachers is private to the student and you. We will not share it with other End Users or other parties (eg parents) unless permitted by you.
Privacy & Personal Accounts
In providing our products to parents & guardians (personal accounts) we will collect personally identifiable information with respect to account holders and End Users being users of devices or home networks where our products are installed.
If you are a personal account holder, this section applies to you.
End User Consent
We provide our products under our agreements with you, the account holder. You are responsible for obtaining consent for relevant End Users for our products to operate and their Cyber Safety Data to be captured, used and shared in accordance with this Privacy Policy.
Our role under GDPR
For the purpose of clarity, under GDPR we act as a “data controller” with respect to delivery of products to parents. In this capacity, we have a legitimate interest in the collection, use, disclosure, and retention of information with respect to your family.
Data requests
We only accept requests to review, change or remove data from authorised account holders. This includes any user on your account with a “Parent” role. You should be careful when assigning parent roles.
School community
Our products permit parents and schools to collaborate and share information with respect to student activity. We call this the School Community feature. Such data is considered by us Cyber Safety Data and is subject to our privacy policy.
For the purpose of clarity, Cyber Safety Data collected during the application of parent policies is owned by the parent (not the school) and is subject to our agreement with you.
Sharing of safety data is subject to an opt-in by each party, which can be revoked at any time.
Disclosures of harm
Our products may from time to time identify concerning activity. Where disclosures of harm are identified our End User Policy applies.
The Information We Collect
Account and user related information
Contacts: When you sign-up we will ask for information to establish an account including your name and contact details. If you are a company or business, we will ask you for your business and tax registration details.
Addresses: We do not typically seek your address however we may if you order a physical product; if you request on-site support; if we need to communicate to you in writing or if our payment provider requires your address, post code or zip for verification purposes.
Payment Method: If you are paying us via electronic funds transfer, we will require a payment method (such as a credit card). We do not store this information. We will pass you to a compliant payment gateway.
Timezone: When you sign up we will capture your time zone. If we can, we will estimate this through geo-IP (through your internet session). We need a timezone to enable us to pre-configure our Products for you and for your account to function.
Support: When you use our support channels we will capture the information you share with us through emails, support tickets, over the telephone or in online chat services.
Admin users: When you sign up we will create an administrative user for your account. You may create additional administrative users. We will require their name and security information such as a password and PIN.
End Users: End Users are those persons that are affected by our products (e.g. authentication, filtering, device management). End Users may be students (at a school), your children, guests on your network, your staff or you.
- Consumer accounts: When parents or guardians register End Users we will ask you for their name and date of birth. Date of birth helps us pre-configure settings for them. We ask for additional optional information so you can access optional features such as a security PIN (for device borrowing) and the name of the school they attend (for school community collaboration). When devices such as tablets and personal computers connect to our products we will ask for them to be registered along with device name, type and End User. In some of our products you may be permitted to add pictures for your End Users. This is optional and you may remove them.
- School accounts: Where school institutions register End Users we will also ask for information about their role in the school, groups they are part of (e.g. class), classroom schedules and for identifiers such as student IDs or email address. If the school uses third party authentication services such as Google for Education then we will also capture identifiers to permit us to interact with those services but strictly only for the purposes of supporting your requirements.
Credit Information: If you are a company or an unincorporated organisation we may complete a credit review on you and source information available publicly or properly available for such purposes from credit reporting, law enforcement or government agencies.
Resellers: We provide our products through resellers such as telecommunications companies and technology vendors. If you have purchased our products through a reseller then they may pass to us your account set up information and in some circumstances End User and device registration information. We require our resellers to have authorisation from you before doing so.
School communities: We work with schools and businesses to provide cyber safety products to them and their communities. These organisations may refer us to parents/guardians or refer parents/guardians to us by providing us with relevant contact & student details. We require these parties to confirm to us that they have permission or a right under law to do this.
Submissions: We may provide opportunities for you or your end-users to post submissions in a forum, comments in a blog, or to complete surveys and forms. These services are inherently public, and we are not responsible for what is submitted or any third-party use of what has been submitted.
Sensitive Information: Unless permitted by law and requested by you or required by law, we will not deliberately record or use sensitive information. For the purpose of this policy sensitive information means information or an opinion about an individual’s racial or ethnic origin; political opinion; membership of a political association; religious beliefs or affiliations; philosophical beliefs; membership of a professional or trade association; membership of a trade union; sexual preferences or practices; or criminal record.
Cyber Safety Data
Our products enable you to monitor and control the use of the internet and devices by End Users. This includes use of networks and devices not owned by you. Our products necessarily capture usage and device information. We call this Cyber Safety Data and it may include:
- Internet Usage: Use of the internet including online search terms, sites visited and blocked and related meta-data such as device, protocol, website, location, time and date.
- Mobile Apps: Use of applications, including what applications are installed or attempted to be installed, are used and for how long, are blocked or permitted to be used and related information such as device details, time and date.
- Device Location: Geo-location information derived from GPS services available on smart devices.
- Events: Actions taken or patterns of actions which are indicative of behaviour. For example, if an End User installs or deletes an App. Such actions can be logged by us and made available to you.
- Incidents: Records of identified incidents detected by our products or recorded by you or your end-users.
- Calendars: Records of school and student schedules collected to support teachers to manage classroom activity.
System related information and analytics
Diagnostic Information: Our products log system level activities. We capture this information for quality assurance purposes only. It is stored for a short period of time.
Transactional records: Our products log certain transactions for the purpose of notifying and reporting system events. For example, where a device connects to your network or an End User seeks to borrow a device. Transactional data is required for the function of our products.
Web Analytics: Like most organisations, we use automatic data collection technology (such as Google Analytics) when you visit our websites. We may collect information such as your IP address, Internet service provider, browser type, operating system and language, referring and exit pages and URLs, date and time, amount of time spent on particular pages, what sections of the website you visit, number of links you click while on the website, search terms, and other data. This information is collected automatically and pseudonymised. By accessing and using our website, you consent to the processing of this data by our analytics partners in the manner and for the purposes set out in this policy. Analytics are collected through services we obtain from third party providers, such as Google. Where possible we will provide at familyzone.com/tracking details of our providers and guidance on how to opt-out from data collection.
Cookies and other Tracking Technologies: We and our advertising and analytics partners, use cookies and other tracking technologies (e.g., web beacons, device identifiers and pixels) to provide functionality and to recognise you across different services and devices. We will not use them to market third party products or to gather information on you or your End Users to sell to others. For more information, please see our Cookies and Tracking Notice below or visit familyzone.com/tracking.
Third party authentication services: For your convenience we may offer you the ability to sign-in to our products using third party authentication services provided by organisations such as Google and Facebook. Where you choose such services, we will exchange authentication information with them such as your email address. You will be required to accept their terms of use and policies with respect to the exchange of information. We only use these services for the purpose of authentication. You may disable authentication services at any time through your account.
Messaging Data
We may make available to you services which permit the exchange of messages between End Users. Such messaging services are provided to and under our arrangements with you (the account holder). These arrangements include terms for whom can interact and the monitoring and retaining of message content. We are not responsible for the content submitted.
If an End User on your account is enrolled in a school institution that is a client of ours then their messaging services will be managed under our agreement with that school institution.
Wellbeing Data
Our Pulse product collects information about a student's wellbeing. For example, we ask you “How are you feeling today?” and questions about experiences at school. We use this data to help the school provide students with the support that they need.
For educators we obtain personal and demographic information (e.g. first name, last name, email address and the year-groups taught) this data is used for the purpose of providing personalised 360-degree feedback, professional development resources, and professional development plans.
We also collect and store students’ and other teachers’ observations about participants’ teaching practice, and calculate aggregate statistics to ensure that the feedback provided to participants is based on sound data.
Privacy & Mobile Device Management
We use Mobile Device Management (‘MDM’) in some of our products. MDM is a powerful tool which allows remote access to devices to monitor and control the functions available on them.
We use MDM for specific and limited purposes in the delivery of products to parents and schools (collectively ‘you’, ‘your’). We only ever use MDM for the purposes of providing the products requested by you which may be:
- Scanning devices for new Apps so we can notify you;
- Enabling or disabling access to device features such as the camera; screenshots; access to adult content and so on; and
- Delivering a VPN profile to enable our web filtering services.
Account holders may disable any or all of these functions individually within their account or on the relevant device.
Unless required by law or with your express consent, we will never sell or disclose any data collected by MDM to any third party.
Purposes for processing your data
The table set out below identifies the data we collect, the purpose for which it is collected and our basis for doing so.
|
Purpose |
Data Collected |
Legitimate interest or basis for doing so |
|---|---|---|
|
To register you as a new customer, bill you and support your use of our services |
Contacts, Addresses, Timezone, Payment Method |
So we can perform in our agreement with you. |
|
To communicate with or seek feedback from you with respect to our services and policies |
Contacts, Addresses, Submissions, Support |
So we can perform in our agreement with you. So we can comply with relevant legal obligations (eg notifications). So we can keep our records updated and to monitor and improve our services. |
|
To deliver, support, secure and administer our services |
Contacts, Addresses, Timezone, Support, Admin user, End user, Cyber safety data, Messaging Data, Wellbeing Data, Diagnostic information, Web Analytics, Cookies and other Tracking Technologies, Third party authentication services. |
So we can deliver services in accordance with our agreement with you. So we can comply with relevant legal obligations (eg data and security). |
|
To provide a website which provides information on our services |
Web Analytics, Cookies and other Tracking Technologies |
So we can analyse our website activity to tailor it to what is of more interest to users. Because you consent to us capturing this. |
|
To notify you of changes to and new services that may be of interest to you |
Contacts, Cyber safety data Web Analytics, Cookies and other Tracking Technologies |
So we can deliver services in accordance with our agreement with you, improve our services, offerings and relationship with you. Because you consent to us doing this. |
|
To assess your creditworthiness |
Credit Information |
So we can assess whether we may offer you commercial credit. |
How We Share Your Information
How we share your information
In order to deliver to you the services requested and for us to meet our obligations we may from time to time share your information with others as described below.
Related companies: As a global company we have a number of corporate entities. We may need to share your information among these related companies. We will do so only to support your use of our products. All of our corporate entities and staff operate under our internal policies, procedures and standards which enforce the level of protection for your data reflected in this policy.
Service partners: You may request products that require us to direct you to third party providers such as cyber safety experts and providers of technology and equipment. If so, we will need to share relevant information with them. We only work with reputable organisations and when we partner with them, we subject them to checks which require them to have appropriate standards in place to manage your data. We encourage you to read their privacy policies and ensure you are fully informed.
Operational service providers: We work with third-party service providers to provide website and application development, hosting, maintenance, backup, storage, virtual infrastructure, payment processing, analysis, customer, technical and sales support services. If a service provider needs to access information about you to perform services on our behalf, they do so under instruction from us, including abiding by policies and procedures designed to protect your information. A list of our sub-processors can be provided on request.
Resellers: We provide our products through third party resellers such as telecommunications companies and technology vendors. If you have purchased our products through a reseller then we will exchange information with them for the purpose of setting up your account, billing you and other operational purposes.
App stores: Where you acquire or download our products from app stores (e.g. Google Play, Google Web Store or Apple App Store) we will exchange limited information with them to support the app, extension or application’s installation, update, support and operation. You will be required to agree terms including privacy terms with the relevant store or marketplace owner. The information you share with them is governed by their privacy policies, not ours.
Authentication providers: If you have enabled a “sign in with” service (e.g. through Google or Facebook) then we will exchange authentication information with them such as end-user name and email address. You and your end-users will be required to accept their terms of use and policies with respect to the exchange of information.
Learning system providers: If you have subscribed to learning services provided by us then we will exchange limited information with our chosen learning management system such as end-user name, email address and group (eg class).
Third party widgets: We may present you with social media widgets such as Facebook “like” or Twitter "tweet" buttons. We will not knowingly present these to minors. These widgets capture your IP address, the page you are visiting, and may set a cookie to enable the feature to function properly. Your interactions with these widgets is governed by the privacy policy of the company providing it.
Third party sites: Our products may contain links to websites owned or operated by third parties. Your use of sites and services and any information you submit to them is governed by their privacy policies, not ours.
Schools & parents: Where both a parent/guardian (account holder) and a school (account holder) opt-in then we will share chosen sets of Cyber Safety Data between them with respect to relevant students.
Hot-spots: When End Users connect to our networking products (e.g., access points, network gateways) an authentication process will be triggered. Device and/or authorisation tokens/certificates or a sign-in will allow our products to identify an End User (where possible). This is fundamental for the operation of our products. Once registered, devices can be recognised by participating network gateways. We may share your End Users masked names (first name and first initial of last name) and device identification information where they connect to participating networks.
Shared End Users: Should you request to share Cyber Safety Data associated with or control of an End User with another account holder then we will disclose your name to that other party. This is required to assist them to determine whether your request should be granted.
Legal reasons: We may disclose your information without your consent if we reasonably believe that doing so is necessary to:
- satisfy any applicable law, regulation, legal process, or governmental request;
- enforce applicable Customer Terms, including investigation of potential violations or breaches;
- detect, prevent, or otherwise address illegal or suspected illegal activities, security or technical issues; or
- protect against harm to the rights, property or safety of us, our users or the public as required or permitted by law.
If we share School Data pursuant to a court order or legal process, we will provide you with notice unless notice is expressly prohibited by law or court order.
Business transfer: We may share or transfer information we collect under this policy in connection with any merger, sale of company assets, financing, or acquisition of all or a portion of our businesses to another company. You will be notified via email and/or a prominent notice if such an event takes place, as well as any choices you may have regarding your information.
International Privacy
We are a global provider. We seek to store data in the country associated with the account holder however this is not always practicable. Accordingly, we may transfer, process and store some of your information outside of your country. We will only do so for the purpose of providing you products. Whenever we transfer your information, we will take steps to protect it and we will capture, store and deal with it in accordance with this policy.
To ensure that your data is protected and transferred in a manner consistent with legal requirements:
- We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data; and
- Where applicable, we may use specific contracts which give personal data an appropriate level of protection;
Please contact us if you want further information on the specific mechanism used by us when transferring your personal data.
How We Secure Your Information
Information Storage
We use reputable data hosting service providers (such as Google, Microsoft and Amazon Web Services) to host the information we collect, and we use technical measures to secure your data.
While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that data, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others. We will respond to requests about this within a reasonable timeframe.
Our Security Procedures
We take information security seriously and have a security program which includes administrative, technical, physical and managerial measures that is reasonably designed to protect the information we collect from loss, misuse and unauthorised access or disclosure. For example we:
- Choose to exclusively use Tier 1 data centers provided by Microsoft, Amazon and Google. These data centers facilitate us deploying security and resilience of the highest order.
- Encrypt your data in transit and at rest when stored in the data center using industry standard secure encryption technologies.
- Do not store your payment information. Instead we use a third PCI-DSS compliant party payment provider.
- Require you to provide a unique username and set a password and other security measures from time to time such as PINs.
- Hold passwords encrypted and do not re-issue them (instead you must enter a new one).
- De-identify your information where possible, and in particular End User records.
Your Security Procedures
We urge you to be diligent in securing your computing networks, devices, usernames and passwords. Should other parties obtain access to these or guess them (because they are too simple) then your information may be compromised.
For convenience we make certain technologies available to you to make it easier to log in to your account or be authenticated to access the network or internet. For example, cookies, remember-me and single-sign-on type technologies. If you use these technologies, then we urge you to use device PINs and to log off your device when you’re not using it.
If you intend to sell or return a device which you have used with us you should remove our application/s, log-out and clear the cache, all browsing information and cookies before doing so.
You are responsible for maintaining the confidentiality of your account access information and for restricting access to your computer or device through which an account is accessed.
How Long We Keep Information
We retain information to provide you with the services and features you have requested and to support the ongoing improvement of our products. We take steps to secure and obfuscate your identity and once it is no longer needed, to de-identify your information or delete it.
How long we keep information depends on the type of information collected.
- We will keep information relating to you and your End Users for as long as it remains necessary for its identified purpose or as required by law, which may extend beyond the termination of our relationship with you. We retain de-identified information for as long as we consider necessary for our business purposes.
- On cancellation of your account we will not automatically delete or de-identify the information we hold relating to you or your End Users. We need to retain some of your account information to comply with our legal obligations such as ensuring we’re capable of resolving disputes, enforcing our agreements and collecting outstanding payments.
- There is some information we hold on you which for legal and legitimate business reasons, we will not be able to delete, even if you request us to do so. For example, under taxation laws we need to maintain a record of your account and the financial transactions we’ve completed. We have obligations to retain information to ensure we’re capable of resolving disputes, enforcing our agreements and collecting outstanding payments.
- When we delete information, it may continue to be stored in backup archives. We will securely store such information and isolate it from any further use until deletion or de-identification is possible.
- If an End User associated with your account is also an End User in another account (e.g. a shared parenting arrangement or school student account) then deletion in your account will not automatically delete them in the other account.
- Our standard policy is to store Cyber Safety Data for 30 days on personal accounts and 12 months for school & business accounts. After that time related records are aggregated and de-identified. We may offer you the option to extend this storage period.
- Unless otherwise agreed with you Messaging Data is stored for 12 months and will be deleted earlier if our contract with you ends.
- For the purpose of quality assurance, or due to technical limitations we may capture temporal Cyber Safety Data even when End Users have been set by you to be “not tracked”. We will however purge such data as soon as practical.
- If you acquired our services through a reseller, cancellation of your account with us and requests for us to remove records of you will not automatically remove records of you in the reseller’s platforms. This is because you were a customer of theirs.
- If you have elected to receive marketing emails from us, we retain information about your marketing preferences unless you specifically ask us to delete such information. We retain information derived from cookies and other tracking technologies for a reasonable period of time, from the date such information was created.
- Notwithstanding the foregoing, Personally Identifiable Information stored by us, relating to End Users under the age of 18 will be deleted in all cases (to the extent that it is reasonably and commercially possible to do so) when it is no longer needed for the purpose for which it was collected.
Your Rights
You have a range of options available to you when it comes to your information. Below is a summary of those choices. Where you request action from us, we will respond within a reasonable timeframe.
Access
You can access and modify the information in your account at any time, this includes all data that is required to provide the services.
Rectification
You can access and modify the information in your account at any time.
Relevant browser-based cookie controls are described in our Cookies & Tracking Notice.
Some browsers have incorporated "Do Not Track" (DNT) features that can send a signal to the websites you visit indicating you do not wish to be tracked. Because there is not yet a common understanding of how to interpret the DNT signal, our Services do not currently respond to browser DNT signals. You can use the range of other tools we provide to control data collection and use, including the ability to opt out of receiving marketing from us as described above.
We offer you the ability to disable tracking of some Cyber Safety Data in your account.
Erasure
You can delete End Users from your account. Please note if the End User is also in another account (e.g. a shared parenting arrangement or school student account) then deletion in your account will not automatically delete them in the other account.
You can delete End User avatars from the product you loaded it into.
In some cases, you may ask us to stop accessing, storing, using and otherwise processing your information where you believe we don't have the appropriate rights to do so. For example, if you believe an account was created for you without your permission or you are no longer an active user, you can request that we delete your account as provided in this policy.
You may request a deletion of information we hold on you. We will delete information where it is proper and practical to do so.
Restriction
Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. When you make such requests, we may need time to investigate and facilitate your request. If there is a delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved.
Portability
Data portability is the ability to obtain your information in a format you can move from one service provider to another (for instance, when you transfer your mobile phone number to another carrier). Should you request it, we will provide you with an electronic file of your account and End User information.
We will provide you with basic account level information without charge, Additional information may incur a reasonable charge. It may not be practical or proper to provide you some information (for example if fulfilling a request would reveal information about or owned by another party).
Objection
If there is a concern with regard to how we are storing, using, transferring, processing or treating your data you can contact us to raise that concern, but this will not affect any processing that has already taken place at the time. When you make such requests, we may need time to investigate and facilitate your request. If there is a delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved.
However, we may be entitled to continue processing your information based on our legitimate interests or where this is relevant to legal claims.
Withdrawal of consent
Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. When you make such requests, we may need time to investigate and facilitate your request. If there is a delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved.
You may opt out of receiving third party promotional communications from us in your account. You may opt out of our promotions by using the unsubscribe link within each email. Even after you opt out from receiving promotional messages from us, you will continue to receive transactional messages from us. You can opt out of some notification messages in your account.
Complaints to the regulator
You also have a right to lodge a complaint with a supervisory authority, where you are located, where we are based or where an alleged infringement of Data Protection law has taken place.
Your contact options are set out below.
United Kingdom
Office of the Information Commissioner
https://ico.org.uk/make-a-complaint/
Australia
Office of the Australian Information Commissioner
https://www.oaic.gov.au/privacy/privacy-complaints
New Zealand
Office of the Privacy Commissioner
(https://www.privacy.org.nz/your-rights/making-a-complaint/
United States
Each state has its own relevant body.
http://www.ncsl.org/research/telecommunications-and-information-technology/state-laws-related-to-internet-privacy.aspx
Data Breaches
We are committed to transparency with respect to serious data breaches.
When a data breach occurs which is likely to result in serious harm to any individuals whose personal information has been breached, then we will notify the relevant affected individuals (and other parties as required by law) and advise:
- Our identity and contact details;
- A description of the data breach;
- The kinds of information concerned; and
- Recommendations about the steps the individual should take in response to the data breach.
Abridged Privacy Policy for Personal Accounts
Our Privacy Policy describes how we collect, store, use and distribute information. We also set out your options which include how you can avoid capture of certain information and how you can access and update certain information.
Your privacy is of critical importance to us. We collect and use data strictly in accordance with best practices and relevant laws. We collect the minimum information necessary and retain your data only for as long as is necessary to provide our services, or until you tell us to delete it. Your data is never sold or given to Third Parties.
If you do not agree with our policy, please do not access, or use our products.
We collect data from account holders
So we can verify you and set up your account, we need some information about you and your family.
- Your name, email address or mobile telephone number: Used to verify you and send account communications
- Your child’s name (optional), date of birth, avatar (optional) and time zone: Used to personalise settings for your children
- Delivery details and payment method: Used where we are required to deliver you a physical item or take a payment from you. We do not store these details against your account.
We collect data associated with the use of children’s devices
So we can provide the services you request, our products capture information relating to device activity. You can opt-out at any time.
- Location: If you have enabled location, we collect location data using APIs provided by Google and Apple.
- Locale: Allows us to send any necessary service messages in the correct language.
- Requests: These are logs of requests from your user’s for changes in service settings.
- Internet Usage: Used to provide Parents with the ability to monitor and control internet access.
We collect data using MDM
Some of our products use Mobile Device Management (MDM) functions. These are tools provided by operating system providers (such as Apple) which allow remote access to devices to monitor and control the functions available on them. You can opt-out of the use of MDM however our services will be affected.
- Device Identifier (UDID): Used so we can ensure a parent's chosen settings apply to a specific device.
- Device details: Such as OS Version, Build Version, Supervision Status, Device Name, Device Make, Model Code & Product Name: Used to assist parents identify devices paired to their account and for our support actions.
- Installed Apps: Used to provide parents the ability to see what Apps are installed on their child’s devices.
Our Privacy and Data Protection Officer can be contacted at privacy@familyzone.com.
Our full Privacy Policy is available at www.familyzone.com/privacy.
Privacy Policy for Children
Privacy Policy For Children
You may be reading this document because our apps have been installed on your computer, tablet or phone. You may also have heard of us at your school.
In this document we will explain what we do and how it may impact the devices you use. We will also explain how we capture, use and share your information.
Who are we?
We are a Cyber Safety technology provider. We have apps that can be downloaded onto computing devices, smart phones and installed in home and school WiFi networks. These apps allow parents and schools to monitor and manage some of your online and device activities and allow you to provide feedback and get support. Our apps have been developed so your parents and schools can look after you, support your use of technology and keep you safe online.
What do we do?
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Function |
What we do |
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Content filtering |
Our apps can be installed on computers, tablets, phones and in networks. These apps monitor and manage your internet activity based on the choices of your parents/school. We will log the websites and Apps you access. This data is visible to your school and parents for a limited time. |
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Location tracking |
When installed on tablets and phones our apps can log your device location. This data is visible to the owner of your device, which is usually your parents for a limited time. |
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Messaging |
If enabled by your school, our apps allow you to communicate with your parents and teachers and other students. We log messages sent and received. We store this data for a limited time and make it available to your school. |
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Device management |
When installed on tablets and phones our apps can log the apps installed and removed from your device. We also capture basic device information unrelated to you. This data is visible to your school and parents for a limited time. |
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Classrooms |
When installed on your classroom computer or tablet our apps can capture and show your teachers screenshots and live views of your screens. We store this data for a limited time and make it available to your school. |
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Safeguarding |
When installed on your classroom computer or tablet our apps can log your keystrokes and capture screenshots. If our apps identify high risk activity we will escalate this to your school or parents. Otherwise this data is deleted quickly. |
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Wellbeing |
If enabled by your school our apps can let you provide feedback on your wellbeing and your experiences at school. Your school uses your feedback to develop wellbeing programs and support you. |
Online safety incidents
If our apps identify indicators or serious risk to any individual’s safety and wellbeing then we reserve the right to escalate or intervene. What we will do is detailed in our Disclosures Of Harm policy.
Consent
Consent is needed for us to perform our services. We obtain consent for our products to be installed and used on devices and networks from the device or network owner, if you are using their device or network and do not wish to be impacted by our services then you need to talk to them to have our services removed.
Our commitment to data protection
- We will not market services to you.
- We will not share information associated with you with other companies.
- We only ever ask for information that we really need to know.
- We may share information associated with you if required by law or under an agreement with your parents or school.
- We only keep information associated with you for as long as we need it and in accordance with laws.
- We use good practices to keep information safe and secure.
Your rights
We provide our services to your parents or guardian or school and so we do as requested by them and as required by law. You do have rights and we are committed to you understanding them. These include:
- You have a right to know and ask for copies of what information we collect relating to you.
- You have a right to ask us to stop collecting or storing information relating to you unless we have a legal obligation or legitimate interest in doing so.
- You have a right to tell us if your information is wrong or incomplete and then we must correct it.
- You can complain to us or government agencies about us.
Where you exercise your rights we will let your parents/school know.
Contacts
For customers within the Australia and New Zealand
e: privacy@familyzone.com
m: Family Zone Cyber Safety Limited, Level 3, 45 St Georges Terrace, Perth WA 6000, AUSTRALIA.
p: +61 1300 398 326
For customers within the United Kingdom:
e: privacy@familyzone.com
m: Avalon House, 1 Savannah Way, Leeds Valley Park, LS10 1AB, Leeds, United Kingdom
p: +44(0)113 539 7506
For customers within the United States
e: privacy@familyzone.com
m: 11545 West Bernardo Court, Suite 204 San Diego, CA, 92127
p: +844 SAFEWEB (844-723-3932)
Changes To Our Customer Policies
We may, from time to time and in our sole discretion, make changes to this policy. We will provide notice to you by email (if you have provided us with one) or when you sign in to your account for the first time after the change.
We will ask you to review and agree to the changes. If you agree to the changes, simply continue using the Products (which will be deemed acceptance of the updated policy). If you object to any of the changes, immediately notify us at the contact information below.
How To Contact Us
If you have any questions about this Privacy Statement, the information that we collect from you or your End Users, or the Products, please contact our Privacy & Data Protection Officer as follows:
For customers within the Australia and New Zealand
e: privacy@familyzone.com
m: Family Zone Cyber Safety Limited, Level 3, 45 St Georges Terrace, Perth WA 6000, AUSTRALIA.
p: +61 1300 398 326
For customers within the United Kingdom:
e: privacy@familyzone.com
m: Avalon House, 1 Savannah Way, Leeds Valley Park, LS10 1AB, Leeds, United Kingdom
p: +44(0)113 539 7506
For customers within the United States
e: privacy@familyzone.com
m: 11545 West Bernardo Court, Suite 204 San Diego, CA, 92127
p: +844 SAFEWEB (844-723-3932)
Supplementary Privacy Documents
End User Policy
Law Enforcement Requests
The following information is provided for law enforcement entities seeking information about our account holders and End Users.
All law enforcement requests for information should:
- Be directed to us at legal@family zone.com;
- Be written in English;
- Include all relevant identifiers to permit us to search our records;
- State specifically what information is being requested, why it’s being requested and how it pertains to the investigation; and
- State the applicable act, law or ruling under which the law enforcement agency is requesting the data.
In the event of an emergency involving the danger of death or serious physical injury to a person please ensure the subject is: Emergency Disclosure Request.
We will respond to valid, properly served legal processes to the extent required by law.
It is our policy to use commercially reasonable efforts to notify affected account holders when we receive legal process requests for user data. Generally, except where a court order (and not just the request for information itself) requires delayed notification or no notification, or except where notification is otherwise prohibited by law or where we, in our sole discretion, believe that providing notice would be futile, ineffective or would create a risk of injury or bodily harm to an individual or group, or to our property, we will endeavour to provide reasonable prior notice to the relevant user of the request for user data in the event the user wishes to seek appropriate protective relief.
Disclosures Of Harm
Submissions via an End User
The following relates to situations where an End User discloses to us information through a contact or feedback form and which indicates an incident or an intention to cause harm to themselves or others (a “Disclosure of Harm”).
For the purpose of clarity:
- We do not provide mental health, crisis, counselling, or support services. Where we receive a Disclosure of Harm, we will take reasonable steps as lay persons only; and
- Where a Disclosure of Harm is indicative of serious threat to life, health or safety of an individual then we reserve our rights to disclose such information to relevant authorities, schools and parents/guardians, subject to our obligations under relevant privacy legislation.
Disclosures of imminent and serious threat to life, health or safety
Where an End User discloses to us an Imminent and serious threat to life, health or safety then we will:
- Seek to provide the End User with details of relevant support services;
- Make reasonable steps to identify the End User, their School and their Parents (or guardians);
- Make reasonable steps to contact the End User’s School and Parents (or guardians); and
- Contact the local police and request a welfare check.
In this context Imminent means a Disclosure of Harm indicative of a Foreseeable risk which requires immediate action, as inaction is likely to result in harmful activities and Foreseeable means a future risk which can be reasonably predicted based upon a result of inferred actions, occurring as a result from a disclosure which indicates a method of harm, or a specified time, date, time-frame or location of harmful act.
Other disclosures of threats to life, health or safety
Where an End User otherwise discloses to us a serious threat to life, health or safety then we will:
Seek to provide the End User with details of relevant support services;
Make reasonable steps to identify the End User, their School and their Parents (or guardians); and
Make reasonable steps to contact the End User’s School and Parents (or guardians).
Indications based on End User activity
We may offer you features of our products which monitor End User activity for the purpose of identifying risky behaviour (“Behavioural Insights”). Such features may identify behaviour indicative of self-harm.
We do not promise that these Behavioural Insights are complete or accurate. We do not promise to monitor them or escalate issues to you or relevant authorities.
Notice To End Users
This notice is directed at End Users of our Products.
End Users are registered to account holders. You may have a primary account holder e.g. your parent or employer. You may also be associated with other accounts such as where you are a party to a shared parenting arrangement or you’re a student at a school using our Services or you’re a guest on a network using our Services.
Account holders have access to the information we hold on you and in particular the Cyber Safety Data related to you. This access is limited by and provided in accordance with this policy.
If you have queries with respect to the Products or your information, please direct your questions to the account holder/s administering you.
Partner Contract
Welcome to our Partner Program.
We have strived to develop a world class suite of online safety Products and Services and our valued channel Partners help us bring these to market most effectively. We understand that reputation and relationships are fundamental to you and so we have worked tirelessly to enhance our program and products with the aim of adding value to you and your Customers.
Partner Details
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Partner Name |
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Trading as |
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Registration details |
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Sale contact |
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Billing contacts |
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Location |
<> (for business days definition) |
Contract Details
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Effective Date |
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Contracted Term |
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Restrictions and Targets
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Region |
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Segment |
K-12 |
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KPIs |
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Forecasts |
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Commercials
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Partner Tier |
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New Business |
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Renewals |
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Cross sells |
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Important Terms
Your agreement with us (Partner Agreement) consists of:
Partner Contract (this document) which sets out specific terms agreed with you such as commission rates. This document will be updated from time to time with you when things change.
Partner Terms which is the standard legal agreement for our partner program. This is available on our website.
Partner Program which sets out the procedures of our partner program. These procedures are available on our website and may be updated from time to time.
Signed by an authorised representative of Partner
By:
Name:
Title:
Date:
Partner Program
|
Welcome to our Partner Program. We have strived to develop a world class suite on online safety Products and Services and our valued channel Partners help us bring these to market most effectively. We understand that reputation and relationships are fundamental to you and so we have worked tirelessly to enhance our program and products with the aim of adding value to you and your Customers. This Partner Program sets out how our program runs, which seeks to achieve streamlined and transparent sales, support and general administration. |
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We are extremely grateful for your commitment to join us on our journey to protect and support every child's digital journey. The goal of our partner program is to work with talented and passionate people, to harness our collective strengths and deliver unparalleled experiences. Crispin Swan, COO |
Program Structure
Our reseller or Partner arrangements operate through a Partner Agreement which consists of the:
- Partner Contract detailing specific commercial terms for you;
- Partner Terms which is available on our website and details the legal terms governing our relationship; and
- Partner Program guide, which is this document and which sets our policies and procedures.
You may be assigned a Partnership Tier, offering you access to certain levels of support and benefits. You will also be allocated a Partner Manager who is there to support you to be successful.
Program Benefits
Partner Benefits means access to our support and training capability and our team of online safety experts.
Commercial arrangements are set out in the Partner Contract.
We run periodic reward and recognition programs and your Partner Manager will let you know about these when appropriate.
Sales Procedures
Key terms
Any terms used in this Partner Program document which are not defined have the same meaning as found in any of the Partner Terms and Partner Contract.
Application Form means the application form that you must complete and submit to us in order to become appointed as a Partner.
Customer Order means an order by or for a Customer which sets out the customer’s requirements for Products, Services.
Opportunity means a potential deal. It could be a new account, a renewal or sale of additional Products to an existing account,
Partner Order means an order produced by you or us setting out relevant details relating to a particular Customer Order.
Qualified Opportunity means a potential deal that has been properly qualified by you or introduced to you by us.
Open Deal means a qualified opportunity that is open to any Partner or is yet to be assigned an exclusive Partner.
Registered Deal means a qualified opportunity that has been exclusively assigned to a Partner.
Spiff is a time-sensitive Sales Performance Incentive Fund geared towards our Partners to boost sales activities and simultaneously strengthen relationships.
The following provides an overview of our deal registration procedures. Full details are set out in the Partner Program which is available on our website.
Deal flow
You qualify opportunities: It is important that deals are properly qualified for efficient processing. We recommend only qualifying opportunities where:
- The Customer Order expires with their existing solution within a 12 month period;
- You have had an in-person or virtual meeting on the opportunity;
- The Customer has an identified need for one of our products they do not already have or wish to switch out their incumbent; or
- The Customer has requested a review of our products.
We assign Opportunities as Open: We will assign opportunities in our CRM sourced internally or introduced by you. These will initially be assigned as Open Deals.
We may assign Partners to Open Deals: Our sales directors will assign Open Deals exclusively to Partners. We call these Registered Deals.
We automatically expire deals at 6 months: Registered or Open deals will expire in 6 months of creation. We may extend this on a case by case basis.
Customer Orders: You agree to ensure that your Customers Orders must be presented with and must acknowledge that our Products are provided by you under the terms of our Customer Agreement.
Partner Orders: For a Partner Order to be accepted by us the specific details of Products, Services, quantities and prices must be provided.
We flag an Opportunity as lost: Following expiry of an Opportunity or otherwise identification of it as lost we will close it. If you wish to pursue that Opportunity again in the future you must re-qualify the opportunity as usual.
Channel conflict
The following provides a guide for how we manage conflict between channel partners.
Exclusivity: If an opportunity was referred to you by us then we require you to be exclusive to us. If an opportunity was referred to us by you then we request you to be exclusive to us.
No action: If a Registered Deal (i.e. assigned exclusively to a Partner) is not acted on (ie meeting booked) within 30 days then the Registered Deal becomes an Open Deal. We will use our best endeavours to notify you and you may challenge it by demonstrating communication with the Customer. We may at our discretion grant an extension for up to 90 days.
Pricing: If two Partners pursue the same Opportunity we will, at our discretion offer equivalent pricing to both Partners.
Price protection: Registered Deals are price protected for the assigned Partner. We discourage competitive Partners from quoting against registered Deals however this may occur where a Customer seeks their participation. If so, we will notify both parties and provide a lower margin to the non-registered Partner.
Customer Success
We have designed a customer success program inclusive of training, support, communications and periodic check-ups. We typically do not include our Partners in these activities however we may request your reasonable support from time to time.
We expect our Partners to contribute to Customer success through maintaining contact with the Customer and providing feedback or escalations to us immediately should concerns be identified.
Invoicing & Payment
Invoicing: Margins on Products will be shown in Partner Orders sent to you. Discounting will be handled on a case by case basis at our discretion. Invoices are raised on approved Partner Orders (typically within 24 hours).
Incentives: We may offer incentives from time to time on specific Products or types of sales (e.g. early renewals). These will be communicated to you in specific notices which include terms such as timing and commission triggers.
Payment Terms: Our standard payment terms are 30 days from invoice date. Variations are available if approved in writing between us. Payment shall be inclusive of applicable withholding taxes. We prefer wire payment however we accept cheques.
Cancellations: Customers may cancel in accordance with our Customer Terms. Typically full contract payments are due, however variations will be handled on a case by case basis with you.
Pricing: Our Pricing is set and adjusted from time to time based on market conditions. We will provide you 30-Days notice of changes. Renewals will be subject to increases of 3-10%. Exceptions will be on a case by case basis at our discretion.
Marketing & promotion
Collateral: To access our marketing collateral material go to your regional site below:
Marketing support: Marketing support is available to select Partners in the form of consultative services and bespoke materials. Contact your Account Manager for details.
Sales forecasts: Where set out in the Partner Contract asks that you provide reasonable efforts to forecast expected hardware requirements, such forecasts are not commitments.
Spiffs: At Company’s discretion we may implement, with prior approval required from You, a sales incentive program to drive collaboration and reward exceptional performance.
Restrictions
The Partner Contract sets out any regional, segment or product restriction and any applicable to you. This is a fundamental term of your Partner Agreement.
Getting Started
Applications: To become a Partner please contact:
Applications may be accepted or rejected at our absolute discretion. We will not provide you with reasons for any rejection.
Partner Tiers: We maintain tiers of partner status. Your tier and the applicable terms are set out in your Partner Contract and we may update these from time to time.
Partner Support
Partner Portal: Our Partner Portal provides Partners with convenient access to information about the Program and the ability to register Deals. To log-in or request access go to:
Partner Manager: You will be assigned a dedicated Partner Manager. Your manager is your main point of contact and is focused on growing your business.
Account planning: Your Partner Manager is available for collaborative individual account and sales planning. Quarterly results and progress check-in meetings recommended.
Training: Content to support your sales teams can be found at the links below. We can provide bespoke sales, technical positioning training sessions upon request. Please contact your partner manager.
News & Communications: The monthly Partner Newsletter delivers the latest news on our Products, solutions, programs and resources.
Disputes: You must raise any issues or submit any dispute associated with a deal via:
Partner Terms
Set out below is the Partner Terms agreement. These terms may be updated from time to time, with notice as described herein.
Background
Arrangement with customers and End Users
We are a provider of online safety & security Products and related Services. Our Products & Services are provided to Customers under a Customer Agreement which consists of all of the following documents:
- Customer Order which sets out the key commercial arrangements and selections of a particular Customer;
- Customer Terms which set out the legal terms and conditions that apply to all Customers; and
- Terms of Service which set out the specific conditions within which we supply specific Product or Services;
- Customer Policies which set out how we work with Customers, End Users and protect Data.
Additionally, End Users of our Products are subject to the End User Licence Agreement which sets out the terms applicable when individuals download, install or use our software.
Arrangement with partners
We appoint Partners to Re-sell our Products and Services under a Partner Agreement which consists of all of the following documents being the:
- Partner Contract which sets out key commercial arrangements specific to a particular Partner;
- Partner Terms which set out the legal terms and conditions that apply to all Partners; and
- Partner Program which sets out our policies and procedures for how we work with Partners.
Partners agree to Re-sell our Products and Services in accordance with the requirements of the Partner Agreement. This includes a requirement to ensure Partners' Customers' acknowledge and accept our Customer Agreement when purchasing and using our Products and Services. Acceptance and acknowledgement of the Customer Agreement by the Customer occurs when a Customer signs the Customer Order which both incorporates the Customer Agreement and states that the Customer is bound by the Customer Agreement.
Within the Partner Agreement documents You or you refers to the party set out in the Partner Contract. You accept the Partner Agreement by signing the Partner Contract. Until you do so and on termination of your Partner Agreement you may not Re-sell our Products and Services.
Interpretation
Meaning of words
Words used in this document have the following meanings. Any terms used in this Partner Terms document which are not defined have the same meaning as found in any of the Partner Program and Partner Contract.
Action means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any governmental authority, or any other arbitration, mediation or similar proceeding, including claims or allegations of infringement, inducement to infringe, contributory infringement, and misappropriation.
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.
Appointment Period means the period from the date of your Partner Agreement and the expiry date set out in your Partner Agreement or other dates as set out in your Partner Agreement.
Associated Parties means in relation to a Party to this Agreement, third parties that service, supply, for the purposes of the relevant party completing its obligations under this Agreement, are delegated, organisations, sales agents, suppliers and customers, Partners, employees and/or device manufacturers or software vendors.
Business Day means days other than Saturday, Sunday and declared public holidays in the jurisdiction in which the Partner operates.
Claim means any claim, demand, action, proceeding, judgment, settlement or award, whether at law, under statute, in equity or otherwise, for losses, damages, liabilities, deficiencies, penalties, fines, injunctions, debt, restitution or any other remedy and any costs, charges, expenses or payment.
Change of Control means the sale of all, or substantially all, the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.
Code of Conduct means our governance expectations of you set out in these Partner Terms under the heading Code of Conduct.
Compensation means financial compensation due to you from us in consideration for your services to us in accordance with the Partner Agreement.
Consumer means a Customer that is an individual person that is not using or intending to use the Products as part of a commercial business, enterprise or in education and is capable, at law, of entering into a contract.
Contracted Term means an agreed minimum contractual time period for the Partner Agreement. This is set out in the Partner Contract if applicable.
Customer means the person(s) or legal entity named on a Customer Order raised against you acting as the Partner and Re-selling our Products and or Services.
Customer Agreement means an agreement between a Customer and, in the context of the Partner Agreement, you and consists of all of a Customer Order which has been approved by us, Customer Terms, Terms of Service and Customer Policies;
Customer Order means an invitation provided to a Customer to purchase or subscribe to our Products and/or Services. The Customer Order will only be binding on us if it includes acknowledgement that our Products and Services are provided under the Customer Agreement. You may provide Customers with a quote for our Products and/or Services. A quote is not a Customer Order until submitted to us as a Partner Order and accepted by us at our absolute discretion.
Customer Data means any data captured by us from the Customer or your End Users in the operation of an account held by the Customer and Products and includes, without limitation, registration information, usage information, information about computing devices and networks and software running on them, geo-location information, system logs, diagnostic data, messages and submitted comments, information, ideas, concepts, reviews, documents and materials.
Confidential Information means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know‐how, personnel and suppliers of the disclosing party, including personal data, and any information recorded in writing and electronically relating to and forming part of the Products, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
End Users means the ultimate users of our Products.
End User Licence Agreement means the software license applicable to End Users of our Software Products.
Hardware means computing equipment and associated software and accessories and includes any substituted equipment, components and accessories.
Insolvency Event means, in relation to a Party, where that Party is: unable to pay its debts as and when they fall due; or states that it is, insolvent within the meaning of relevant insolvency legislation; subject to any arrangement, assignment, moratorium or composition, protected from creditors under any applicable law or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other party); the subject of an application (not contested in good faith and that is not stayed, withdrawn or dismissed within 30 days of its commencement) made to a court for an order or an order is made, that it be wound up or that a liquidator be appointed to it; has appointed over any or all of its assets, a receiver, receiver and manager, trustee, administrator or similar official; or suffers or incurs anything analogous, or having substantial similar effect to, any of the events described in this definition under the law of any applicable jurisdiction.
Intellectual Property means all intellectual property rights arising from or associated with the following, whether protected, created or arising under the laws of the any jurisdiction: trade names, trademarks and service marks (registered and unregistered), domain names and other Internet addresses or identifiers, trade dress and similar rights, and applications (including intent to use applications and similar reservations of marks and all goodwill associated therewith) to register any of the foregoing (collectively, “Marks”); patents and patent applications (collectively, “Patents”); copyrights (registered and unregistered) and applications for registration (collectively, “Copyrights”); trade secrets, know-how, non-public parts of the source code of software, inventions, methods, processes and processing instructions, technical data, specifications, research and development information, technology, product roadmaps, customer lists and any other information, in each case to the extent any of the foregoing derives economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use, excluding any Copyrights or Patents that may cover or protect any of the foregoing (collectively, “Trade Secrets”); and moral rights, publicity rights, database rights and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights or Trade Secrets.
Law(s) means any law, regulation, statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
Legislative Obligations means provisions of consumer trade practices statutes, rules and regulations which may be applicable to our supply of Products to you and which may imply certain non-excludable warranties or conditions or mandate certain statutory guarantees.
NFR Products means products we provide you for demonstrations and evaluations purposes; being products that are ‘not for resale’.
Our Bank means our commercial or transactional banking provider in your jurisdiction. If we do not have a banker in your jurisdiction then Our Bank is Australian bank, Westpac Banking Limited.
Our Intellectual Property means any Intellectual Property owned by us or any Intellectual Property that is licensed to us including Our Marks.
Our Marks means any Marks owned by us or any Marks that are licensed to us.
Product Damage means any damage to the working order or packaging or a Product that is not caused by fair wear and tear and includes, but not limited to, damage caused by liquid, electricity, impact or use outside normal operating conditions.
Partner Agreement comprises the entirety of an agreement between us and a Partner and consists of the following documents. These have been listed in order of precedence should any terms within these documents conflict with one another: 1) a signed Partner Contract; 2) These Partner Terms; and 3) our Partner Program. Unless the context suggests otherwise, a Partner Agreement refers to your Partner Agreement.
Partner, you and your means the person(s) or legal entity named on the Partner Contract. If there is more than one, and/or it means each of you separately and all of you jointly and severally.
Partner Application comprises all of the information provided by you to us prior to signing the Partner Contract including in the Application Form.
Partner Order means an order produced by you or us setting out relevant details relating to a particular Customer Order. For a Partner Order to be accepted by us, the specific details of the quantity and the price of the Products and/or Services to be purchased or subscribed for must be provided.
Partner Program means the policies and procedures of our partner program as set out on our website and updated from time to time.
Partner Program Change means any update of our Schedules, Standard Terms, Terms of Service, Product Descriptions or any other documentation, business processes and marketing materials.
Partner Tools means technology we make available for operation of our Partner Agreements. These may include applications for processing and tracking orders.
Party means a party to your Partner Agreement, being you or us.
Product(s) means hardware and software products provided by us under the Customer Agreement, including products under our brands and may include third party software, open source software and services including information and communication technology, network components and other computing devices.
Regulatory Impediment means where a government, regulatory authority or controlling body of any country or territory in which our Products and/or Services are distributed or made available, imposes any law, restriction or regulation that makes it illegal to distribute or make available them available, or any portion of them, or places a substantial burden on our doing so.
Re-sell means to market, promote and/or sell Products and/or Services to Customers.
Service Location means the location where the Services are provided.
Service Levels means our commitments to levels of service as set out in our Terms of Service.
Services means such services including consultancy, delivery, installation, training, managed services, cloud/hosted services or Support Services as are provided by us and/or you to Customers and/or End Users in accordance with our Customer Agreement.
Software means an executable program and/or application associated with the Products.
Support Services means the maintenance and technical support services as set out in theTerms of Service and generally consisting of:
- Customer Support being services to deploy, configure, troubleshoot and provide general advice with respect to the Products.
- Managed Services being outsourced management, monitoring and configuration of the Products.
- Product Support being the Product maintenance and escalated customer support.
Re-sell means to sell Products and/or Services to Customers.
Third Party means a party other than a Party to your Partner Agreement.
Third Party Products means Products offered by us to you for Re-sell which have been provided to us by a Third Party.
Territory means the territory in respect of which you have been appointed as set out in your Partner Contract.
Force Majeure means any circumstances beyond the reasonable control of the affected party, including fire, flood or other extraordinarily severe weather conditions, acts of God, war, riot or armed conflict, epidemic or pandemic, acts of terrorism, raw materials or labour shortages, failure of suppliers, industrial relations difficulties, strikes, lock‐outs, failure in plant or equipment or similar matters.
We, us, our, Family Zone and Family Zone Group refers to Family Zone Cyber Safety Limited (Australia) and it’s subsidiary companies including inter alia Family Zone Inc (USA), DerbyTech Inc (USA), Smoothwall Inc( USA), Smoothwall Limited (UK), Linewize Limited (NZ) or EI Pty Ltd.
Interpretation
In our agreements, unless the context otherwise requires:
- headings and emphasis are for convenience only and do not affect the interpretation of the agreement;
- words importing the singular include the plural and vice versa;
- words importing gender include every gender;
- a reference to a thing includes part of that thing;
- other parts of speech and grammatical forms of a word or phrase defined in the agreement have a corresponding meaning;
- terms of inclusion are to be interpreted without limitation;
- a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally;
- a reference to a law or regulation shall include any applicable amendments
- a reference to a document includes every permitted amendment, modification or supplement to, or replacement or novation of, that document;
- a reference to a party includes that party’s successors and permitted assigns;
- an expression importing a natural person includes any company, partnership, joint venture, association, corporation, or other corporate entity and any government agency;
- a reference to a clause, party, annex, exhibit or schedule is a reference to a clause of, a party, annex, exhibit or schedule to the relevant document agreement and a reference to an agreement includes any annex, exhibit or schedule thereto;
- where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the preceding Business Day; and
- no principle of construction or rule of law that provides that an inconsistency or ambiguity in the agreement will be construed against the drafter of the agreement will have any application.
Appointment & Obligations
Appointment: Subject to your Partner Agreement we grant you and you accept from us a non-exclusive, non-transferable and non-sublicense-able right to Re-sell our Products and Services and provide you Compensation for doing so.
Capacity: You represent and warrant that you have necessary ability, experience, rights and licenses to carry out the obligations under the Partner Agreement, and by virtue of entering into the Partner Agreement you will not be in breach of any express or implied obligation to any third party.
Application: You represent, warrant and covenant that the information provided to us in your Partner Application was accurate and complete in all material respects and you undertake to inform us immediately if any matters change.
Promises: You acknowledge that no representation, claim or warranty has been made by us, our employees, agents or representatives relating directly or indirectly to the level of income or business which you are likely to earn as a result of your appointment as a Partner.
Restrictions: You undertake to comply with any restrictions with respect to competition, Territory or access to Products and Services as (may be) set out in the Partner Contract.
Partner Program: You must comply with the Partner Program. You acknowledge that we may change the Partner Program at our sole discretion, at any time. Where we make a Partner Program Change we will provide you with a minimum of thirty (30) days’ notice unless in our reasonable opinion:
- it will benefit or have no effect on you;
- it is required to comply with any law or requirement of any regulatory body; and
- it is required to preserve or safeguard the security or integrity of our Products, Services, Customer Data or our business generally.
Promotion: You undertake to use reasonable efforts to promote us and our Products and Services and to do so at all times in accordance with our reasonable instructions, applicable local regulations and standards (eg consumer protection, trade practices, SPAM, data protection). Where you produce customer facing materials which references our Products and Services you undertake to submit these to us for approval prior to their use unless we have provided these materials to you. You undertake to maintain suitably trained employees for selling and supporting our Products and Services.
Instructions: You undertake to promptly comply with such reasonable directions and/or requirements we may give to you from time to time in relation to the Partner Agreement.
Customer Terms: You undertake to contract with Customers in accordance with the Customer Agreement and to procure that Customers are aware of and accept our Customer Agreement (or terms in all material respect the same as the Customer Agreement). By convention we expect you to make Customers aware of having them accept the Customer Agreement through signing the Customer Order.
Software Licensing: To the extent that our Products consist of or include software, you undertake to procure that End Users enter into the End User License Agreement by, where it is reasonably possible to do so, making End Users aware of and requiring acceptance of the End User License Agreement.
Contractors: You may appoint agents or subcontractors (collectively “Contractors”) to fulfil obligations under the Partner Agreement however where you do so you acknowledge responsibility and full liability for their actions or inactions and undertake to ensure a legally binding agreement is in place between you and them which acknowledges and reflects your obligations under your Partner Agreement. You agree to inform us of and cease working with particular Contractors if we ask. We agree to act reasonably when exercising these rights.
Support: Depending on our arrangements with you (under a Partner Contract) you may also provide Customer Support or Managed Services with respect to our Products. If you do so, you agree to maintain a properly trained staff and at your expense use your best efforts to meet the service levels set out in our Terms of Service. Where you provide support we agree to use best efforts, at our expense to provide timely and responsive Product Support in accordance with the service levels set out in our Terms of Service.
Hardware: Where you supply Hardware to Customers acquired from the Terms of Service for Hardware apply. Where you supply Third Party Hardware to run our Software then you undertake to only supply Hardware which meets the minimum technical specifications set by us from time to time and comply with procedures, instructions, guides and tools reasonably required by us from time to time.
Partner Tools: You undertake to use Partner Tools in accordance with our Terms of Service.
Insurance: You undertake to obtain and maintain in force for the term of the Partner Agreement adequate and suitable insurance with a reputable insurance company to cover its potential liabilities (including without limitation product liability, professional indemnity, public liability and employer’s liability insurance cover) and shall supply to us on reasonable request, certificates to prove that it has appropriate and valid insurance.
Code of Conduct: In connection with your Partner Agreement you agree and undertake to comply with our Code of Conduct and take reasonable steps to ensure your Associated Parties do so to.
Changes: We may, from time to time, change the Partner Program and Partner Terms. Unless agreed with you otherwise such revisions shall be effective in 30 days or immediately if we consider it reasonable to do so at our discretion. We will endeavour to make available prior versions of our terms on our website. If we revise the Partner Agreement and such revision is in our opinion materially detrimental to you then we will permit you to terminate the Partner Agreement immediately.
Commercial Terms
Partner Contract: The Partner Contract will set out commercial terms specific to you. Unless alternative arrangements are set out in the Partner Contract then the terms set out in this section apply.
Price List: We will provide you and will update from time to time our list of Product and Services and the prices made available through or to you as the case may be.
Invoicing: Where according to the terms of your Partner Agreement, we invoice you for any reason then:
- We will invoice you for Services or bundles of Hardware and Services on the date we approve the Order;
- We will invoices you for Hardware only Orders on the date of delivery of the items to you;
- Our invoices are payable even if the relevant Service is not fully functional or deployed;
- Invoices will be issued in the currency set out on the Customer Order;
- Invoices are due 30 days from invoice date;
- You have no right of offset against any invoices issued by us;
- Failure by you to pay invoices when due shall constitute sufficient cause for us to immediately suspend future credit and suspend performance under your Partner Agreement;
- Failure by you to pay invoices 30 days after their due shall constitute sufficient cause for us to terminate your Partner Agreement;
- Invoices not paid by you by the due date will bear interest at the rate of 1% per annum above the base-rate of Our Bank;
- You will make all payments to us in the currency set out our Invoice;
- Your payments to us must include a gross up for any applicable taxes and levies (eg VAT, GST or sales tax);
- Payment to us is not deemed to have been made until it has been cleared by our bank; and
- We are entitled to recover from you on a full indemnity basis all costs and expenses (including attorneys’ fees and expenses) associated with collection of any amounts due or otherwise payable by you to us.
Third party products: If you have sold Third Party Products provided to you by us then unless otherwise agreed between us then we reserve the right to charge you for any price increases imposed by an applicable third party. We will use commercially reasonable efforts to provide you with prior notice or to minimise such costs.
Compensation: The Partner Contract will set out your specific Compensation arrangements. In addition and unless otherwise stated in the Partner Contract:
- If applicable, we will gross up your Compensation for applicable taxes and levies, provided you are compliant with applicable laws and regulations;
- Your Compensation will be calculated by us on a calendar month basis, invoiced in the first 14 days of the month of service with payments to be made to you within an additional 21 days;
- Invoices and statements provided by us are presumed accurate and conclusive evidence of the amount payable by us in the absence of manifest error;
- We will include in our invoices all applicable taxes and levies based upon the provision of our Products and Services;
- You acknowledge that we may clawback Compensation from you where sales are ineligible; and
- We may at our sole discretion setoff amounts due from you against amounts due to you irrespective of due date timings.
NFR Products: Where we provide you with NFR Products you agree: that any risk of loss or Product Damage to such items passes to you upon delivery.
Cancelled Orders: Where you placed a Customer Order on us and we have accepted it, then if the Customer cancels the Customer Order will reserve the right to pass on to you any third party costs incurred by us up until receipt of notification of the cancellation. If such an order includes Hardware then we will make reasonable effort to re-purpose or return it. If we are unable to do so then we reserve the right to deliver this to you and require payment.
Expenses: Any and all expenses, costs and charges incurred by you in the performance of your obligations shall be paid by you, unless we expressly agree otherwise in advance and in writing.
Term and Termination
Term: The Partner Agreement commences on the date you first sign a Partner Contract with us. The Partner Agreement may have a specified end date in the Partner Contract. If so, your contract has a Contracted Term. If not, your Partner Agreement operates on a month to month basis. At the end of a Contracted Term, your Partner Agreement will operate on a month to month basis unless terminated by either party in writing.
Termination without cause: During the Contracted Term your Partner Agreement can be terminated by agreement between you and us. If the Partner Agreement operates on a month to month basis either party may terminate it on 30 days’ written notice without cause.
Termination with cause: This Agreement may be terminated with notice and immediate effect:
- by a Party where the other Party suffers an Insolvency Event;
- by a Party which suffers a Force Majeure event;
- by a Party which has notified the other party (the “defaulting party”) of a failure to comply with a material obligation under the Partner Agreement and the defaulting party fails to remedy this breach within 14 Days; and
- by a Party which has notified the other party (the “defaulting party”) of a failure to comply with a material obligation under the Partner Agreement which cannot be or has not been remedied within 14 Days; and
- By a Party where the other Party undergoes a Change of Control (and for these purposes “control” means the ability of a person to direct the affairs of another whether by virtue of the ownership of shares, contract or otherwise, so Change of Control should be construed accordingly).
Effects of Termination: On termination of your Partner Agreement for any reason:
- You must cease promoting, marketing or advertising our Products and Services;
- You must cease entering into (or continue any further) negotiations or commitments for the sale or other disposition of our Products or Services;
- Your licence to use our trademarks immediately ceases;
- You must cease to hold yourself out as being an authorised Partner of ours in respect of our Products and Services, except for the purpose of supporting Customers and fulfilling Customer Orders accepted by us prior to the date of termination;
- You must pass on to us any existing sales opportunities for the provision of our Products and/or Services;
- You must return to us within 7 days at your cost any NFR products;
- Where you have Customers using our Products and/or Services under a Customer Agreement with you then your obligations to support these Customers under the relevant Customer Agreement and your Partner Agreement continue in full force until the end of the relevant Customer Agreement (or transfer of same from you to a Third Party approved by us);
- You agree to use reasonable efforts to and at your costs assist Customers to transfer Products and Services to an alternative (Third Party) Partner or us at the end of their Customer Contract (provided they wish to continue using our Products);
- Both parties agree to reconcile relevant accounts within 45 days and settle any outstanding Compensation or other fees and charges; and
- Both parties shall either return or securely destroy (at the sole option of the owner of such Confidential Information) any Confidential Information of the other.
Survival: Termination of this Partner Agreement is without prejudice to any provisions of this Partner Agreement which are expressly or impliedly intended to survive termination, and termination shall not affect rights and remedies of the parties accrued prior to the date of termination. Termination of this Partner Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination. In particular mutual obligations with respect to clauses Data Protection, Intellectual Property and clause Confidentiality continue.
Suspension
Suspension: If we reasonably believe you that you are in breach of any term of the Partner Agreement, or a law or regulation or that our systems may be exposed to potential damage or misuse by you or parties associated with you we may suspend your Partner Agreement and access to our systems. This right does not affect or limit any other rights we have under your Partner Agreement.
Regulatory Impediments: Notwithstanding anything to the contrary in this Agreement, in the event of a Regulatory Impediment either party shall have the right to suspend performance under this Agreement, to the extent reasonably necessary.
Confidentiality
Confidentiality: Each Party undertakes in relation to the other party’s Confidential Information to maintain the same in confidence and not to make any commercial use thereof or use the same for the benefit of any third party other than pursuant to the Partner Agreement. Obligations with respect to Confidentiality under this clause shall not apply to any information or material which the recipient party can prove:
- was already known to it prior to its receipt thereof from the disclosing party;
- was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the disclosing party; or
- was in the public domain at the time of receipt by the recipient party or has subsequently entered into the public domain other than by reason of the breach of the provisions of this clause 9 or any obligation of confidence owed by the recipient party.
Disclosures: Each Party shall notify the other Party if any of its staff connected with the provision or receipt of the Products or Services becomes aware of any unauthorized disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
Agreement: The terms of the Partner Agreement may not be disclosed by you (other than to its legal advisors) without our prior written consent.
Publicity: Each Party may refer to the other as a Partner and the existence of the Partner Agreement. Other than where required to disclose information under operation of law, by a court order, or by a governmental agency with jurisdiction, neither party will publish or release any public relations materials or make any public announcement relating to the Partner Agreement or the other party without the other party’s prior written consent. Each party agrees to exercise good faith dealing in respect of any such requests.
Your Information: For the purposes set out below; you authorise us, and you undertake to procure if requested by us authorisation from your directors (if you are a company) and trustee/s (if you are a trust) for us to collect, retain and use personal Information (the "Information") about you, your directors and trustee/s (as the case maybe). The purposes for which we may request the Information are:
- Checking your credit worthiness;
- Seeking to enforce our (or any financier's) rights (as applicable) under your Partner Agreement or at law;
- Providing information to or requesting Information from, credit agencies;
- Assignment (or potential assignment) of thePartner Agreement to a Third Party; and
- Any other purpose reasonably contemplated by the Partner Agreement.
You acknowledge that the Information shall be deemed to be held by us for the purposes described above; and where the Information can be readily retrieved, you shall have access to it, the right to request correction and the right to be notified of action taken in response to any such request, subject to payment of any reasonable charge. We undertake to capture and manage your Information in accordance with Our Privacy Policy as if you are an Account Holder as defined in that policy..
Communications: You consent to receive communications from us for purposes reasonably related to the Partner Agreement. If you subscribe to news services from us, you will receive regular emails from us. We will continue to communicate with you by posting news and notices on our website and by sending you emails. You also agree that all notices, disclosures, agreements and other communications we provide to you electronically meet the legal requirements that such communications be in writing.
Customer Communications: We reserve the right to send electronic communications to Customers associated with you covering topics such as technical announcements, Product and Service developments as well as general company news.
Data Protection
Privacy Policy:
Our Privacy Policy sets out our commitment and undertaking with respect to privacy and data protection as it relates to our Customers and End Users. As our Partner you are expected to comply with our Privacy Policy as if you were us with respect to the provision of our Products and Services to Customers.
Specific Undertakings: Specifically you agree to:
- Comply with relevant local laws and regulations with respect to data protection and privacy;
- Act only on instructions from us when processing personal data provided to you under your Partner Agreement, and keep records of all such processing;
- Comply with our instructions in relation to the processing of personal data as such instructions are given and varied from time to time by us;
- At all times take all appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
- Not, without our prior written consent, transfer any personal data captured in relation to your Partner Agreement outside of: the European Economic Area, if you are based in European Economic Area; the United States of America, if you are based in the United States of America; or otherwise outside of your country of operation; and
- Immediately notify us if you receive any complaint, notice or communication which relates directly or indirectly to the processing of personal data under this agreement and provide full co‐operation and assistance in relation to any such complaint, notice or communication.
Intellectual Property
Sublicense: Subject to your covenants and undertakings within the Partner Agreement, we hereby grant you (to the extent we are able) a non‐exclusive, royalty free, revocable license to use Our Marks and Our Intellectual Property relating to the Products and Services in promotional and marketing materials in the Territory. You agree that nothing in the Partner Agreement transfers ownership of any Intellectual Property to you.
Use: You agree to use our Intellectual Property solely for the purpose of performing your obligations under the Partner Agreement and only in accordance with the Partner Agreement and our instructions.
Protection: You agree to not to, and to use your reasonable efforts to ensure no other party 1) make any alteration or addition to the design, construction or specification of our Products without our prior written consent; 2) copy our Product’s ‘look and feel’, design or source code or any part of any of them except to the extent and for the purposes expressly permitted under your Partner Agreement; and 3) modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property in our Products or Services, except and only to the extent that it is expressly permitted by applicable law.
Our Marks: You agree to only use Our Marks in the format provided by us without alteration or adjustment (unless consented to in writing by us). You agree to not use our Marks other than as permitted under your Partner Agreement and to not infringe on, purport to own or otherwise attempt to mislead others into an understanding that you own any of our Intellectual Property. You agree to not register any internet domain names or trademarks relating to or similar to our brand names or the names of our Products or Services, without obtaining our express prior written consent.
Your Marks: To enable us to provide the Products & Services, we may need to utilize Your Marks meaning your name, trademarks, logos, copyright, software, documentation, emails, messages, comments & postings and other materials made available by you to us for agreed purposes. During the term of the Partner Agreement, and in connection only with it, you grant to us a non-exclusive, non-transferable, royalty-free right to use and reproduce your Marks.
Termination: Upon termination of your Partner Agreement, the licence provided herein to our Marks will automatically terminate and you must immediately cease use of our Marks and return (to us) or destroy any items containing them.
Third Party Actions: In the event of Action being taken against us with respect to Third Party Intellectual Property (“Infringing Items”) you agree that we may, at our sole election and expense to 1) procure a license to any Infringing Items; or 2) implement or require you or Customers to implement a work around such that any Infringing Items are no longer used.
Warranties and indemnities
No Product Warranty
Except as expressly provided otherwise in the Partner Terms, and to the maximum extent permitted by law, we exclude all (including all statutory) express or implied warranties or representations in relation to our Products and Services.
You acknowledge that we have made no representation or statement and give no condition, warranty or guarantee with respect to the condition, quality, fitness, suitability or safety of our Products or Services; or dates for delivery or release of the Products or Product updates, fixes or workarounds.
You acknowledge and covenant not to provide any warranty or make any representation to any person concerning the quality, performance or other characteristic of any of our Products and Services or the basis of their supply, unless such warranty or representation is provided in promotional material supplied by us to you or has otherwise been expressly authorized by us in writing to do so.
You acknowledge and agree that Products and Services sold by you under your Partner Agreement may contain, be contained in, incorporated into, attached to or packaged together with the products manufactured by a third party, for which we make no representations or warranties.
Partner Warranty & Indemnity
Your represent and warrant that you have the necessary ability and experience to carry out your obligations under the Partner Agreement, and that by virtue of entering into the Partner Agreement you are not, and will not be, in breach of any express or implied obligation to any third party binding upon it.
You indemnify, hold harmless, and, at our election, agree to defend us and our affiliates from and against all Actions that arise from 1) a false or unauthorized representation by you related to us or our Products and/or Services, or the Partner Agreement, or 2) an action or omission by you in connection with the your sales, promotion, support or other dealings with our Products and/or Services and 3) any failure by the you to comply with the provisions of any applicable law or regulation.
We undertake to give you prompt written notice of any Action. We may in such an event, at our sole option, permit you to conduct the defense of such Action. If we confirm in writing that an Action is within your indemnification obligation under this clause then we will in such a case provide, at your expense, reasonable cooperation.
Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable to the other by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of the Partner Agreement, whether direct or indirect for any loss of profit; anticipated savings; anticipated contracts; business or opportunity; goodwill or reputation; loss of data; or any, special, indirect or consequential loss or damage arising out of or in connection with any act or omission of ours relating to the manufacture or supply of the Products or Services, their resale by you or use by any person.
Certain provisions of the consumer trade practices statutes, rules and regulations applicable within the market you operate may imply certain non-excludable warranties or conditions or mandate certain statutory guarantees (“Legislative Obligations”). To the extent that Legislative Obligations may not be excluded, our liability for breach of such Legislative Obligations and your sole and exclusive remedy in relation to such breaches shall be limited to replacing or repairing the applicable Product or Service.
Nothing in this Partner Agreement is intended to and/or shall restrict or exclude either parties’ liability for: (i) death or personal injury resulting from its negligence; (ii) any liability for fraud, fraudulent misrepresentation; or (iii) any other liability that cannot be restricted by law.
Third Party Indemnity
You agree, at your own expense, to indemnify, defend and hold us harmless from and against any and all Actions brought against us, our affiliates, directors, officers, agents and employees by a Third Party:
- arising in connection with your Partner Agreement (except to the extent such a Third Party claim arises as a direct result of our breach of your Partner Agreement); or
- arising in connection with your unlawful conduct.
We agree to indemnify, defend and hold you harmless from any and all Actions brought against you, your affiliates, directors, officers, agents and employees by a Third Party arising from a claim of infringement of copyright or other intellectual property right arising from the use of a Product or Services. This indemnification will not apply in the event that the infringement is caused by your use of the Products or Services in combination with other software, hardware or materials not developed by us, your modification of our Products or Services, your general use of the internet, and/or an allegation made against you or based on actions you took prior to commencement of the Partner Agreement.
Each party’s obligation under this section shall arise only if the party seeking to be indemnified promptly notifies the other party within 30 days of learning of an action for which indemnification is sought. If we provide indemnification to you, we retain sole right to direct the defence of and settle any such action and you agree to fully cooperate with any such action.
Code of Conduct
Our values require that we and our Partners act honestly, ethically, fairly and legally in all dealings. This section outlines the standards and practices that we expect of ourselves and you. Failure to adhere to this code may result in termination of the Partner Agreement.
Anti-Corruption and Gifts/Courtesies
Improper inducements involving customers, suppliers, partners, government officials and any other parties are strictly prohibited. We expect you to act with the utmost honesty, integrity and transparency in all dealings with customers, suppliers, partners and government officials. Our Partners shall not give, attempt to give, offer, promise or authorize any payment, thing of value, favor, fee, entertainment, bribe, gift, loan, rebate, reward, payoff, influence payment, kickback or other similar payment or advantage to a foreign or domestic government official or employee, or to any non-government partner, customer, or potential customer, for the purpose of improperly influencing an act or decision (including a decision not to act) or to induce such a person to use his or her influence to improperly affect any such act or decision in order to obtain, retain or direct any business. Any discounts, rebates or other financial benefits provided by us shall not be used to disguise or facilitate any improper payment or gift.
Our partners must comply with all applicable anti-corruption laws and regulations everywhere you do business with us and/or on our behalf, including but not limited to, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and all local country-specific anti-bribery and/or related laws.
You shall use good judgment, discretion and moderation when giving or accepting gifts, hospitality or entertainment involving any Customer, employee or family member of one of our Customers or Employees. When extending or receiving common business courtesies, you should not request, accept, offer to give or give anything of significant value that would give the appearance of impropriety or create the impression that the gift or entertainment was intended in any way to improperly influence a business relationship. A general guideline for evaluating whether a gift or other business courtesy is inappropriate is whether public disclosure would be embarrassing to you, to us or to the recipient. Also keep in mind that local gift giving customs, practices and laws may vary in different countries.
Antitrust and Fair Competition
You partners must comply with applicable U.S., local and any other country-specific antitrust and competition related laws and regulations. Although specific laws vary from country to country, certain general guidelines are applicable around the world. You shall not propose or enter into any agreement or otherwise conspire, collude or coordinate business conduct in a manner that harms or reduces competition, including but not limited to attempting to fix, adjust or control prices for our Products or Services; boycotting suppliers or Customers; dividing or allocating Customers or markets; limiting the sale of Services, Products or product lines; or coordinating with competitors on the bidding process. You must not engage in discussions of such matters with our employees, other partners or representatives of other companies. You shall not share information or discuss or enter into formal or informal agreements with any competitor relating to competitively sensitive information such as price, profit or profit margin, costs, production levels or quotes for a specific Customer’s business.
You must not partake in unfair methods of competition and deceptive practices, including misrepresenting Products, Services or prices, or making unfair, misleading, inaccurate, exaggerated or false claims about, or comparisons with, competitor offerings.
Financial Integrity and Accounting
You must maintain accurate and complete books, statements and records related to your Partner Agreements and all associated transactions including Customer Orders, invoices and Compensation. You must not engage in the creation or preparation of any misleading or inaccurate transactional document or statement or the falsification of any type of transaction documentation or statement. All requests for non-standard discounts must be for legitimate business purposes. Business records must be maintained in accordance with record retention policies and all applicable laws and regulations, including the Sarbanes-Oxley Act of 2002 and applicable Internal Revenue Service requirements, and are subject to audit as defined in the Partner Agreement.
Export Controls
You must comply with all applicable government economic sanctions, trade embargoes and export and re-export restrictions applicable to Splunk-provided software and services, including the restrictions reflected in relevant licenses and agreements. You must not engage in sales or marketing, or other activities, or directly or indirectly, export, re-export or transfer Products to restricted countries, including any destinations subject to U.S. embargoes or trade sanctions; to restricted or denied End Users, including any entity or individual specified on U.S. government-maintained exclusion lists; or for restricted end uses. In addition, you must not provide or facilitate the submission of misleading or inaccurate information concerning end destinations, End Users and potential end uses of our Products, and must promptly notify us if you learn a Product or Service has been provided to a party who is ineligible to receive it under applicable law. You are responsible for understanding how the export control laws apply and for monitoring changes to them.
Data Protection
You must comply with all applicable agreements, all local and other applicable laws and best practices with respect to privacy and data protection. You must only collect and use information associated with your Partner Agreement for the specifically permitted purpose of providing our Products and/or Services to Customers under a Customer Agreement. If you are unsure about a data or privacy practice you must ask us.
Confidentiality
You must comply with all applicable agreements and best practices with respect to confidentiality. The terms of the Partner Agreement, our Software and Marks are proprietary and confidential. These must not be shared or reproduced without our express written consent.
Intellectual Property
You must comply with all applicable agreements and all local and other applicable laws relating to our Intellectual Property. You are prohibited from infringing on the Intellectual Property of Third Parties in any manner related to your Partner Agreement. You must not use our Intellectual Property other than as permitted under the Partner Agreement or by us in writing. You must notify us of any unauthorized use of our Intellectual Property by you or a third party.
Government Customers
Certain activities that may be customary and appropriate when dealing with commercial or non-government customers may be considered improper or even illegal when dealing with government or government-owned or government-controlled Customers at all levels, federal, state and local. You are responsible for understanding and complying with all rules and regulations that apply to government contracting and interactions with government officials and employees. You must not directly or indirectly lobby on behalf of us. This prohibition includes efforts to influence the formation, adoption or modification of legislation, regulations, rulemaking, executive orders, ratemaking or other government policies or programs.
Securities and Insider Trading
We are a public company listed on the Australian Stock Exchange. You may sometimes receive material, non-public information about us and when in possession of such information you must not trade in our securities. You are required to inform yourself of regulatory requirements of trading in our securities.
Human Rights, Labor Standards and Fair Labor Practices
You must comply with all health and safety regulations, laws upholding the rights of persons with disabilities, domestic and international labor laws and fair labor practices. You must also observe and comply with international principles relating to human rights. These rights include freely chosen employment, avoidance of child labor, implementation of fair working hours, wages and benefits, anti-human trafficking efforts, guarantee of humane treatment and freedom of association. Splunk partners must never discriminate based on race, color, age, gender, sexual orientation, ethnicity, religion, disability, union membership, marital status or political affiliation.
Environmental Laws
You must conduct your operations in an environmentally responsible manner promoting the sustainable use of resources and in compliance with all applicable laws, standards and regulations protecting the environment where you do business on behalf of us.
Reporting
If you become aware of any potentially improper conduct by any of our officers, employees, agents, consultants or partners, you should report this activity to us via corporate@familyzone.com.
General
Assignment and Sub-Contracting: You shall not assign, novate, dispose of, sub‐licence, sub‐ contract or otherwise transfer your Partner Agreement nor any or all of their rights and obligations hereunder to any third party without our prior written consent (such consent not to be unreasonably withheld or delayed). We may assign or transfer the Partner Agreement or any or all of its rights and/or obligations under it to any of its associated companies and/or pursuant to a disposal by us of any of our business, without your consent.
Counterparts: The Partner Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of your Partner Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
Entire Agreement: The Partner Agreement sets out the entire agreement between the parties in relation to the subject matter hereof and supersedes any previous agreement relating to the subject matter of the Partner Agreement, whether written or oral. Each party acknowledges and agrees that in entering into the Partner Agreement it places no reliance on any representation or warranty in relation to the subject matter of the Partner Agreement other than as expressly set out therein, nor shall have any remedy in relation to the subject matter of the same save as expressly set out in the Partner Agreement, provided always that nothing in this clause or in the Partner Agreement shall operate to exclude or restrict any remedy or liability for fraud or fraudulent misrepresentation.
Enurement: The provisions of the Partner Agreement will enure for the benefit of and be binding on the Parties and their respective successors and permitted substitutes and assigns and (where applicable) legal personal representatives.
Further acts: Each Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required by law or reasonably requested by the other Party to give effect to this Agreement.
Force Majeure: Neither party shall not be in breach of your Partner Agreement, nor liable for any failure or delay in performance of its obligations under this Agreement, where the failure or delay was caused by an event of Force Majeure. If the event of Force Majeure continues for a period in excess of three months after the date on which it began, either party may give one month’s written notice to the other Party terminating your Partner Agreement. Neither party shall have any liability to the other in respect of termination of your Partner Agreement due to circumstances of Force Majeure, but rights and liabilities which have accrued prior to termination shall subsist.
Governing Law: This Partner Agreement shall be construed in accordance with the following table:
|
If you operate out of this region |
This governing law applies |
Jurisdiction |
|
United Kingdom |
The laws England |
The courts of England |
|
European Union |
The laws of the European Union and the country in which you operate. |
The courts of the European Union and the country in which you operate. |
|
United States of America |
The laws of the Commonwealth of Virginia |
The courts of Virginia |
|
Australia |
The laws of Western Australia, Australia |
The courts of Western Australia |
|
New Zealand |
The laws of New Zealand |
The courts of New Zealand |
|
Other region |
The laws of Western Australia, Australia. |
The courts of Western Australia |
Non-Solicitation: Neither party shall during the term of the Partner Agreement and for a period of 6 months after its termination solicit or endeavour to entice away whether or not on behalf of itself any of the employees of the other party without the prior written consent of the other party.
Notices: Any notice, approval consent or other communication under your Partner Agreement must be in writing, and delivered personally or sent by prepaid registered post or email to a Party at the address set out in the Schedule or updated from time to time, or to such other address as that Party may from time to time notify to the other for the purposes of this clause. Proof of posting by prepaid registered post or of dispatch of email will be proof of receipt, in the case of a letter, on the third Business Day after posting and, in the case of email, if the sender does not receive an automated email notifying the sender of non-delivery or delivery error in relation to the sender’s email.
Power of Attorney: You irrevocably appoint us and any authorising officer of ours severally to be your attorney to execute all such documents and to do such things as may be required on your part to give effect to the provisions of your Partner Agreement.
Relationship: Nothing in your Partner Agreement establishes a partnership, employment, franchise of joint venture relationship between you and us. You are an independent contractor and you represent and warrant that compensation received from us is not your only source of income. You are not required by us to incur any costs or expenses pursuant to this Agreement. If you do incur costs and expenses, you agree to pay them and not seek reimbursement from us. No payment or withholding of any taxes related to income received by you from us will be made by us. You are solely responsible for withholding and payment of all applicable taxes. Neither party will have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent.
Remedies: The rights and remedies provided in the Partner Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
Severability: In the event that any provision of your Partner Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from your Customer Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
Third Party Rights: An entity which is not expressly a party to the Partner Agreement shall have no right to enforce any term of your Partner Agreement.
Waiver: No delay or failure by either party to exercise any of its powers, rights or remedies under the Partner Agreement will operate as a waiver of them, nor any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.
Contacts
For customers within the Australia and New Zealand
e: corporate@familyzone.com
m: Family Zone Cyber Safety Limited, Level 3, 45 St Georges Terrace, Perth WA 6000, AUSTRALIA.
p: +61 1300 398 326
For customers within the United Kingdom:
e: corporate@familyzone.com
m: Avalon House, 1 Savannah Way, Leeds Valley Park, LS10 1AB, Leeds, United Kingdom
p: +44(0)113 539 7506
For customers within the United States
e: corporate@familyzone.com
m: 10803 Thornmint Rd. San Diego, CA 92127 USA
p: +844 SAFEWEB (844-723-3932)
Customer Terms, Enterprise Customers
Set out below is the Customer Terms. These terms may be updated from time to time, with notice as described herein. In this document Agreement refers to the Customer Agreement between you and us and terms have the meanings set out in our Customer Terms unless otherwise defined in this document or unless the context suggests otherwise.
Background
We are a provider of online safety & security Products and related Services. Our Products & Services are provided to Customers under a Customer Agreement which consists of all of the following:
- A Customer Order which sets out the key commercial arrangements and selections of a particular Customer;
- Our Customer Terms which set out the legal terms and conditions that apply to all Customers; and
- Our Terms of Service which set out the specific conditions within which we supply specific Product or Services; and
- Our Customer Policies which set out how we work with Customers, End Users and protect Data.
Additionally, End Users of our Products are subject to the End User Licence Agreement which sets out the terms applicable when individuals download, install or use our software.
We appoint Partners to Re-sell our Products and Services. You may have acquired Products and/or Services from a Partner of ours. Partners are required to Re-sell our Products and Services in accordance with the requirements of the Customer Agreement.
You may, at your absolute discretion, refer other Third Parties to us. This may include for example referring a parent or a guardian to procure Consumer Product. Should a referral result in a Consumer account being then such accounts are separate and independent from your account and the Customer Agreement.
Within the Customer Agreement documents You or "your" refers to the party which has entered into the Customer Agreement contract with us or a Partner. This will be set out in the Customer Order. You accept the Customer Agreement by accepting and signing a Customer Order. Until you do so and on termination of your Customer Agreement you may not use our Products and Services.
We, us, our, Family Zone and Family Zone Group refers to Family Zone Cyber Safety Limited (Australia) and it’s subsidiary companies including inter alia Family Zone Inc (USA), DerbyTech Inc (USA), Smoothwall Inc( USA), Smoothwall Limited (UK), Linewize Limited (NZ), Cyber Education Pty Ltd, EI Pty Ltd or a Partner.
Interpretation
Meaning of words
Words used in this document have the following meanings.
Action means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any governmental authority, or any other arbitration, mediation or similar proceeding, including claims or allegations of infringement, inducement to infringe, contributory infringement, and misappropriation.
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, such first Person.
Associated Parties means in relation to a Party to this Agreement, third parties that service, supply, for the purposes of the relevant party completing its obligations under this Agreement, are delegated, organisations, sales agents, suppliers and customers, Partners, employees and/or device manufacturers or software vendors.
Bundled Hardware refers to arrangements where we sell Hardware in conjunction with our Software Products as a subscription contract.
Business Hours means 8:30 a.m. to 5:00 p.m. Monday to Friday (excluding weekends and any applicable public or federal holidays in your Location unless otherwise specified on the Customer Order.
Business Day means days other than declared public holidays in your Service Location.
Claim means any claim, demand, action, proceeding, judgment, settlement or award, whether at law, under statute, in equity or otherwise, for losses, damages, liabilities, deficiencies, penalties, fines, injunctions, debt, restitution or any other remedy and any costs, charges, expenses or payment.
Code of Conduct means our governance expectations of you set out in these Customer Terms under the heading Code of Conduct.
Consulting means cyber safety, security and technology consulting services provided by us.
Consumer means a Customer that is an individual person that is not using or intending to use the Products as part of a commercial business, enterprise or in education and is capable, at law, of entering into a contract.
Contracted Term means an agreed minimum contractual time period for your Customer Agreement. This is set out in your Customer Order.
Customer, you and your means the person(s) or legal entity named on the Customer Order. If there is more than one, and/or it means each of you separately and all of you jointly and severally.
Customer Agreement means a contractual agreement between you and the provider of our Products and/or Services, which may be us or a Partner and which consists of the following documents. These have been listed in order of precedence should any terms within these documents conflict with one another: 1) The Customer Order which sets out the key commercial arrangements with you and which has been signed by you and approved by us; 2) The Customer Terms which set out the legal terms and conditions that apply to all Customers; 3) The Terms of Service which set out the specific conditions within which we supply specific Product or Services; 4) The Customer Policies which set out how we work with Customers, End Users and protect Data; and 5) our End User License Agreement which when individuals download, install or use our software.
Customer Order means an invitation provided to a Customer to purchase or subscribe to our Products and/or Services. The Customer Order will only be binding on us if it includes an acknowledgment that our Products and Services are provided under the Customer Agreement. We may quote you for Products and/or Services. A quote is not a Customer Order until signed (wet, electronically or otherwise) by you and then accepted by us.
Customer Data means any data captured by us from you or your End Users in the operation of your account and Products and includes, without limitation, registration information, usage information, information about computing devices and networks and software running on them, geo-location information, system logs, diagnostic data, messages and submitted comments, information, ideas, concepts, reviews, documents and materials.
Confidential Information means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know‐how, personnel and suppliers of the disclosing party, including personal data, and any information recorded in writing and electronically relating to and forming part of the Products, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
End Users means the ultimate users of the Products or is deemed to be an End-User of the Products..
End User Licence Agreement means the software license agreement made between us and End Users relating to the use of our Software Products.
Fees means any fees and charges charged or chargeable by us by you under the Customer Agreement.
GSA Customer means a Customer procuring our Products and/or Services through the U.S. General Services Administration.
Hardware means computing equipment and associated software and accessories and includes any substituted equipment, components and accessories.
Insolvency Event means, in relation to a Party, where that Party is: unable to pay its debts as and when they fall due; or states that it is, insolvent within the meaning of relevant insolvency legislation; subject to any arrangement, assignment, moratorium or composition, protected from creditors under any applicable law or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other party); the subject of an application (not contested in good faith and that is not stayed, withdrawn or dismissed within 30 days of its commencement) made to a court for an order or an order is made, that it be wound up or that a liquidator be appointed to it; has appointed over any or all of its assets, a receiver, receiver and manager, trustee, administrator or similar official; or suffers or incurs anything analogous, or having substantial similar effect to, any of the events described in this definition under the law of any applicable jurisdiction.
Intellectual Property means all intellectual property rights arising from or associated with the following, whether protected, created or arising under the laws of any jurisdiction: trade names, trademarks and service marks (registered and unregistered), domain names and other Internet addresses or identifiers, trade dress and similar rights, and applications (including intent to use applications and similar reservations of marks and all goodwill associated therewith) to register any of the foregoing (collectively, “Marks”); patents and patent applications (collectively, “Patents”); copyrights (registered and unregistered) and applications for registration (collectively, “Copyrights”); trade secrets, know-how, non-public parts of the source code of software, inventions, methods, processes and processing instructions, technical data, specifications, research and development information, technology, product roadmaps, customer lists and any other information, in each case to the extent any of the foregoing derives economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use, excluding any Copyrights or Patents that may cover or protect any of the foregoing (collectively, “Trade Secrets”); and moral rights, publicity rights, database rights and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights or Trade Secrets.
Law(s) means any law, regulation, statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
Legislative Obligations means provisions of consumer trade practices statutes, rules and regulations which may be applicable to our supply of Products to you and which may imply certain non-excludable warranties or conditions or mandate certain statutory guarantees.
Location means the place our Products have been located or installed.
Our Bank means our commercial or transactional banking provider in your jurisdiction. If we do not have a banker in your jurisdiction then Our Bank is Australian bank, Westpac Banking Limited.
Our Intellectual Property means any Intellectual Property owned by us or any Intellectual Property that are licensed to us including Our Marks.
Our Marks means any Marks owned by us or any Marks that are licensed to us.
Partner means a Party that is a party to the Partner Agreement with us to Re-sell our Product and/or services.
Party means a party to your Customer Agreement, being you and us.
Product(s) means hardware and software products provided by us under the Customer Agreement, including products under our brands and may include third party software, open source software and services including information and communication technology, network components and other computing devices.
Regulatory Impediment means where a government, regulatory authority or controlling body of any country or territory in which our Products and/or Services are distributed or made available, imposes any law, restriction or regulation that makes it illegal to distribute or make available them available, or any portion of them, or places a substantial burden on our doing so.
Re-sell means to market, promote and/or sell Products and/or Services to Customers.
Service Levels means our commitments to levels of service as set out in our Terms of Service.
Services means such services including consultancy, delivery, installation, training, managed services, cloud/hosted services or Support Services as are provided by us and/or a Partner to Customers and/or End Users in accordance with the Customer Agreement.
Service Change means changes to our Terms of Service.
Software means an executable program and/or application associated with the Products.
Support Services means the maintenance and technical support services as set out in our Terms of Service and generally consisting of:
- Customer Support being services to deploy, configure, troubleshoot and provide general advice with respect to the Products.
- Managed Services being outsourced management, monitoring and configuration of the Products.
- Product Support being the Product maintenance and escalated customer support.
Terms of Service means terms applicable to specific Products and Service as set out on our website and subject to change from time to time.
Third Party means a party other than a Party to a Partner Agreement.
Third Party Products means Products offered by us to a Partner for Re-sell which have been provided to us by a Third Party.
Unbundled Hardware refers to arrangements where we sell Hardware in conjunction without an associated subscription contract for Software.
Force Majeure means any circumstances beyond the reasonable control of the affected party, including fire, flood or other extraordinarily severe weather conditions, acts of God, war, riot or armed conflict, epidemic or pandemic, acts of terrorism, raw materials or labour shortages, failure of suppliers, industrial relations difficulties, strikes, lock‐outs, failure in plant or equipment or similar matters. If you are a GSA Customer the terms of FAR 552.212-4(f) apply.
We, us, our, Family Zone and Family Zone Group refers to Family Zone Cyber Safety Limited (Australia) and it’s subsidiary companies including inter alia Family Zone Inc (USA), DerbyTech Inc (USA), Smoothwall Inc( USA), Smoothwall Limited (UK), Linewize Limited (NZ), Cyber Education Pty Ltd, EI Pty Ltd or Partner.
Interpretation
In our agreements, unless the context otherwise requires:
- headings and emphasis are for convenience only and do not affect the interpretation of the agreement;
- words importing the singular include the plural and vice versa;
- words importing gender include every gender;
- a reference to a thing includes part of that thing;
- other parts of speech and grammatical forms of a word or phrase defined in the agreement have a corresponding meaning;
- terms of inclusion are to be interpreted without limitation;
- a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally;
- a reference to a law or regulation shall include any applicable amendments
- a reference to a document includes every permitted amendment, modification or supplement to, or replacement or novation of, that document;
- a reference to a party includes that party’s successors and permitted assigns;
- an expression importing a natural person includes any company, partnership, joint venture, association, corporation, or other corporate entity and any government agency;
- a reference to a clause, party, annex, exhibit or schedule is a reference to a clause of, a party, annex, exhibit or schedule to the relevant document agreement and a reference to an agreement includes any annex, exhibit or schedule thereto;
- where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the preceding Business Day; and
- no principle of construction or rule of law that provides that an inconsistency or ambiguity in the agreement will be construed against the drafter of the agreement will have any application.
Provision of Products & Services
Terms of Service: Subject to the Customer Order and acceptance of the Customer Terms, we will supply you with our Products and/or Services. Unless otherwise agreed in writing, you acknowledge and agree that the Products and Services are provided in accordance with the Terms of Service, as may be modified from time to time. You acknowledge and agree that the Terms of Service:
- include important obligations on us and you;
- have been made available to you and you have read, understood and agreed to them; and
- may be subject to Service Changes from time to time at our sole discretion.
Service Change: You agree that we may make a Service Change from time to time. Where we do so we agree to:
- Make such Service Changes effective 30 days after posting notice of the change; and
- Where a Service Change is in our sole opinion materially detrimental to you then (a) we will provide you with 30 days’ notice of the Service Changes; (b) we will offer you a right to terminate this Agreement without penalty; and penalty and You shall be entitled to a pro rata refund for any fees paid not used; and (c) to do so you must provide us within written notice of termination within 30 days of receipt of notification of the Service Changes; and
- Whilst we will endeavour to, we make no promise to make available prior versions of the Terms of Service on our website.
Hardware: We may sell you Bundled Hardware or Unbundled Hardware. We may also provide you Hardware for trial. We retain ownership of Bundled Hardware and Hardware provided for trial. We retain ownership of Unbundled Hardware until it is fully paid for. We sell and supply Hardware in accordance with the Terms of Service.
Subcontractors: You acknowledge that subject to this Agreement we may use Subcontractors to fulfil certain of our obligations under this Agreement and We will remain liable for the actions of Subcontractors at all times.
Primary Responsibility: You acknowledge that you are the registered user of the Products and you are responsible for any use or misuse of them, even if the misuse was committed by an unrelated or related third party.
Compliance: In connection with the Customer Agreement, you agree that you will:
- not use the Products for any unlawful purpose;
- not take any action that may be construed as being an infringement of any of our Intellectual Property Rights or Third Party Intellectual Property Rights;
- not take any action that impacts on another person’s lawful activities; and
- comply with all applicable federal, state and local laws and regulations, including but not limited to consumer and privacy laws.
Term and Termination
Term: The Customer Agreement commences on the date of the Customer Order and continues until terminated in accordance with the Customer Agreement. Your Customer Order may specify a Contract Term (e.g. annual contract) or a month to month basis. If no end date and/or a term is specified then we will assume a month to month basis. You may cancel use of your Products 30 days prior to the end of Contract Term. If not cancelled your Contract Term will be automatically extended by 12 months (an ‘Auto-renewal’). We may adjust Fees to our current price book for auto-renewals or month to month arrangements and you may cancel your subscription in these circumstances.
Termination: We may terminate the Customer Agreement in the event of a Force Majeure event or if you suffer an Insolvency Event. If a Party fails to comply with, or breaches, any material obligation under the Customer Agreement and such Party fails to remedy such breach (if the breach is capable of remedy) or comply with its obligations within 14 Days of the non-defaulting party’s notice to the defaulting party detailing the defaulting Party’s breach or default, then your Customer Agreement automatically terminates on the date which is the earlier of:
- the date the non-defaulting party gives the notice if the breach or default is not capable of being remedied;
- the expiration of the 14 day notice period if the breach or default is not adequately remedied.
US Disputes Act: Notwithstanding any other provision of the Customer Agreement for GSA Customers we agree that any recourse against the United States for any alleged breach of the Customer Agreement will be taken in accordance with the Contract Disputes Act. We agree that should a dispute be brought, we shall proceed diligently with performance under the Customer Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Customer Agreement. We further agree to comply with any decision of the appointed contracting officer.
Obligations Continue: Notwithstanding termination or expiration of the Customer Agreement, your obligations under the Customer Agreement will continue in full force and effect until:
- You have fully paid for or returned in good working order any Bundled Hardware or trial Hardware supplied to you (as determined solely by us acting reasonably); and
- All amounts due to us for the period up to and including the termination date under the Customer Agreement have been paid in full.
Service Suspension: If we reasonably believe that our systems may be exposed to potential damage or misuse, or in the event of a Force Majeure, we may reasonably and temporarily suspend your access to our Products and/or Services. This right does not affect or limit any other rights we have under the Customer Agreement. Notwithstanding anything to the contrary in the Customer Agreement, in the event of a Regulatory Impediment either party shall have the right to suspend performance to the extent reasonably necessary.
Effects of Termination: On termination of the Customer Agreement:
- Any Fees owing at the date of termination shall be due immediately and any subsequent charges from us will be due immediately upon receipt of an invoice;
- Any Fees that have been paid to us at the date of termination shall be deemed to have been fully utilized and no refunds will be available; and
- You must immediately return to us at your expense any Bundled Hardware or any other items that we own such as trial hardware and you acknowledge and agree that we will charge you reasonable Fees if you do not do so within 30 Days or where we reasonably asses Product Damage for any returned items;
- Any licences or rights granted to you by us will automatically terminate and we shall cease providing you with our Products and/or Services; and
- You must immediately cease using our Products and Our Marks.
Commercial Terms
Fees: Applicable Fees for your ordered Products are set out on your Customer Order or in the case of Auto-renewals, on the associated renewal invoice. You agree to pay us applicable Fees for the Products and/or Services we (or a Partner) supply to you in accordance with your Customer Order or as modified by us from time to time in accordance with the Customer Agreement.
User Licenses: Fees for the Products and/or Services specified on your Customer Order may be priced based on a number or band of applicable students or End Users. We call this User Licenses or similar. Your Customer Order may specify that arrangements that change the number of User Licenses during the Term. If set out specifically in your Customer Order, you may be able to increase or decrease User Licenses at will. If set out specifically in your Customer Order we may automatically adjust User Licenses based on actual usage or school directories or rolls. Your Customer Order may specify a minimum commitment of User Licenses for a particular Product and/or Services and if so, you must pay Fees for these irrespective or actual usage or other matters. Subject to any minimum commitment of User Licenses (specified on your Customer Order) Fee adjustments relating to changes in User Licenses are calculated on a pro-rata basis from the end of the calendar month 15 days after notice of the change.
Discounts: Fees for the Products specified on your Customer Order may be subject to discount. Discounts may be subject to a condition such as early payment or maintaining the Product or a Customer Contract with us for multiple years. Should the relevant condition associated with a discount not be met, we reserve the right to rescind the discount effective from the date of the relevant Customer Order and invoice you for the difference.
Fees for GSA Customers: Notwithstanding any other provision of the Customer Agreement if you are procuring our Products and/or Services through the U.S. General Services Administration (GSA) you agree to pay us applicable Fees for the Products or Services we supply to you under your Customer Order in accordance with the relevant GSA schedule price list. We (or our relevant Partner) shall state separately on invoices taxes excluded from the Fees. You shall either pay us the taxes or provide evidence necessary to sustain an exemption in accordance.
Price Changes: Fees for our Products will not be subject to change during a Contracted Term.
Third Party Products: If you have ordered Third Party Products through us then unless otherwise specified in the Customer Order, you will be responsible for paying the cost of any price increases which we pass on to you. We will use our best efforts to mitigate these changes and provide you with prior notice.
Tax: All Fees are set out exclusive of taxes. We will levy taxes where required under local regulations unless you provide evidence of a relevant tax exemption.
Invoicing and payment: Unless otherwise specified in the Customer Order:
- Invoices are raised by us on signing of the Customer Order;
- Period-related Fees are due from the date the relevant Product is made available to you;
- Hardware-related Fees are due from the date of delivery of the items to you;
- Invoices will be issued in your local currency;
- Invoices are due 30 days from the invoice date;
- You have no right of offset against any of our invoices;
- Invoices not paid by the due date will bear interest at the interest rate established by the U.S. Secretary of the Treasury as provided in Title 41 U.S.C. 7109;
- You must make payments to us free of any withholding tax, and of any currency control or other restrictions; and
- Payment is not deemed to have been made until it has been cleared by our bank.
Data Protection
Privacy Policy
Our Privacy Policy is set out in our Customer Policies. It is available on our website and sets out our commitment and undertakings with respect to privacy and data protection as it relates to you and your End Users' information. You acknowledge that our Privacy Policy forms part of your Customer Agreement.
Data Processing & Transfers
Certain jurisdictions impose specific limitations and rules with respect to the processing of data and transfer of data outside of that jurisdiction. You are responsible for understanding and compliance with local regulatory requirements. Our Data Processing Addendum (“DPA”) may apply to you in these circumstances and if so, you hereby agree that our DPA is incorporated into your Customer Agreement.
We will make available on our website details of our sub processors and data hosting jurisdictions. Should you object to these you must do so in writing and we agree to work with you in good faith on a resolution.
Should the DPA or our Privacy Policy not be compatible with data protection laws in your jurisdiction then you must not purchase our Products or Services.
Acknowledgements
You agree to:
- Comply with relevant local laws and regulations with respect to data protection and privacy;
- Respond promptly to our reasonable requests with respect to matters of data protection;
- At all times take all appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
- Immediately notify us if you receive any complaint, notice or communication which relates directly or indirectly to the processing of personal data under this agreement and provide full co‐operation and assistance in relation to any such complaint, notice or communication.
Legal Restrictions and Obligations
Legal restrictions on using online safety technology: In the legal jurisdiction within which we provide you with our Product and Services there may be legal limitations (‘Legal Restrictions’) with respect to when and how features such as the following may be used by you:
- Filtering technology (permitting the inspection, blocking and reporting of internet activity);
- Location tracking technology;
- Recording technology (permitting the capture or recording of of audio or visual material);
- Safeguarding technology (such as key-logging or the scanning of cloud accounts); and
- Data capture with respect to the above.
Where such Legal Restrictions are applicable to you, then we will use reasonable efforts to ensure our Products and Services support such Legal Restrictions. Configuration of our Products & Services to meet applicable Legal Restrictions is your sole responsibility. If compliance with applicable Legal Restrictions is not possible within our Product and Services then it is your sole responsibility to not use them and we disclaim all liability.
Legal obligations for notification, consent and reporting: In the legal jurisdiction within which we provide you with our Product and Services there may be legal obligations imposed on you and us (‘Legal Obligations’) with respect to matters such as:
- Notification: The notification of End Users, staff, students or their parents or guardians about the use of our Services;
- Consent Obtaining consent from End Users, staff, students or their parents or guardians for the use of our Services;
- Reporting: Sharing of information captured by our Services in certain circumstances to relevant government bodies, End Users, staff, students or their parents or guardians.
Where such Legal Obligations are applicable, then:
- we require you to, and you agree to, perform any and all required actions;
- we disclaim all liability; and
- unless you are a GSA Customer, you agree at your own expense, to indemnify, defend and hold us harmless from and against any and all Actions brought against us, our affiliates, directors, officers, agents and employees arising in connection with a failure to comply with such Legal Obligations.
Warranties and indemnities
Limited Warranty
We warrant that the products will perform substantially in accordance with products written materials accompanying it.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT THE PRODUCTS ARE PROVIDED "AS IS." WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE PRODUCTS, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET YOUR OR OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES,INFORMATION, OR MATERIALS EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS. FURTHER, WE HAVE MADE NO REPRESENTATION OR STATEMENT AND GIVE NO CONDITION, WARRANTY OR GUARANTEE ABOUT THE DATES FOR DELIVERY OR RELEASE OF ANY PRODUCTS.
Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING STUDENT OR PARENT OR OTHER CUSTODIAN) UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING TORT, STRICT LIABILITY, AND OTHERWISE, FOR ANY LOSS OF USE, PROFITS, DATA, BUSINESS, REVENUE, GOODWILL OR REPUTATION OR FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, ENHANCED, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (IN EACH CASE EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY THEREOF), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PRODUCTS, (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER DATA, OR (c) ANY OTHER MATTER RELATING TO THIS AGREEMENT. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY (INCLUDING STUDENT OR PARENT OR OTHER CUSTODIAN) UNDER THIS AGREEMENT FROM ANY OR ALL CLAIMS OR CAUSES EXCEED THE AMOUNT OF THE AGGREGATE FEES RECEIVED BY US. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY IN THE AGGREGATE AND WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IN ADDITION, WE TAKE NO RESPONSIBILITY NOR ACCEPT ANY LIABILITY FOR THE PERFORMANCE OF THIRD PARTIES IN RELATION TO THE PRODUCTS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATH RESULTING FROM LICENSOR’S NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.
Indemnity
We agree to indemnify, have the right to intervene to defend, and hold you harmless from any and all Claims brought against you, your affiliates, directors, officers, agents and employees by a Third Party arising from a claim of infringement of copyright or other intellectual property right arising from the use of a Product or Services. This indemnification will not apply in the event that the infringement is caused by your use of the Products or Services in combination with other software, hardware or materials not developed by us, your modification of our Products or Services, your general use of the internet, and/or an allegation made against You or based on actions you took prior to the execution of the Customer Agreement.
Except if you are a GSA Customer, you agree, at your own expense, to indemnify, defend and hold us harmless from and against any and all Actions brought against us, our affiliates, directors, officers, agents and employees by a Third Party:
- arising in connection with your breach of the Customer Agreement; or
- arising in connection with your unlawful conduct.
Under this Agreement any party’s obligation to indemnify the other arises only if the party seeking to be indemnified promptly notifies the other party within 30 days of learning of an action for which indemnification is sought. If we provide indemnification to you, we retain sole right to direct the defence of and settle any such action and you agree to fully cooperate with any such action.
Third Party Supplier Indemnity
If you have been supplied Products of a Third Party (through us or directly from that Third Party) You acknowledge that there are different Third Party’s terms and conditions relating to supply, service or product.
Intellectual Property
You agree that you do not own Our Intellectual Property or Our Marks and that you will not make any claim of ownership to or concerning Our Intellectual Property or Our Marks during the course of the Customer Agreement.
You agree to use your reasonable endeavours to ensure no party can access the Products in any way which may facilitate the analysis, copying, reverse engineering of the Products, including but not limited to the operating system or copying of any music, video or message files. We reserve the right to claim compensatory or other relief for breach of this term.
You agree that other than as provided in the Customer Agreement or as otherwise agreed in writing by us, you will not use, change, add to or modify any Products, related software or configuration.
Confidentiality
Confidentiality: Each Party undertakes in relation to the other party’s Confidential Information to maintain the same in confidence and not to make any commercial use thereof or use the same for the benefit of any third party other than pursuant to the Partner Agreement. Obligations with respect to Confidentiality under this clause shall not apply to any information or material which the recipient party can prove:
- was already known to it prior to its receipt thereof from the disclosing party;
- was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the disclosing party; or
- was in the public domain at the time of receipt by the recipient party or has subsequently entered into the public domain other than by reason of the breach of the provisions of this clause 9 or any obligation of confidence owed by the recipient party.
Disclosures: Each Party shall notify the other Party if any of its staff connected with the provision or receipt of the Products or Services becomes aware of any unauthorized disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
Agreement: Unless required by law, the terms of the Customer Agreement may not be disclosed by you (other than to its legal advisors) without our prior written consent.
Publicity: Each Party may make public the existence of the Customer Agreement. Other than where required to disclose information under operation of law, by a court order, or by a governmental agency with jurisdiction, neither party will publish or release any public relations materials or make any public announcement relating to the Customer Agreement or the other party without the other party’s prior written consent. Each party agrees to exercise good faith dealing in respect of any such requests.
Your Information: For the purposes set out below; you authorise us, and you undertake to procure if requested by us authorisation from your directors (if you are a company) and trustee/s (if you are a trust) for us to collect, retain and use personal Information (the "Information") about you, your directors and trustee/s (as the case maybe). The purposes for which we may request the Information are:
- Checking your credit worthiness;
- Seeking to enforce our (or any financier's) rights (as applicable) under your Customer Agreement or at law;
- Providing information to or requesting Information from, credit agencies;
- Assignment (or potential assignment) of your Customer Agreement to a Third Party; and
- Any other purpose reasonably contemplated by your Customer Agreement.
You irrevocably acknowledge that the Information shall be deemed to be held by us for the purposes described above; and where the Information can be readily retrieved, you shall have access to it, the right to request correction and the right to be notified of action taken in response to any such request, subject to payment of any reasonable charge.
Communications: You consent to receive communications from us for purposes reasonably related to your Customer Agreement. If you subscribe to news services from us, you will receive regular emails from us. We will continue to communicate with you by posting news and notices on our website and by sending you emails. You also agree that all notices, disclosures, agreements and other communications we provide to you electronically meet the legal requirements that such communications be in writing.
Customer Communications: We reserve the right to send electronic communications to Customers associated with you covering topics such as technical announcements, Product and Service developments as well as general company news.
Regulator disclosures: We recognize that you may be subject to regulations, such as the (U.S. Freedom of Information Act, 5 U.S.C. 552) which may require the disclosure of otherwise confidential information.
General
Assignment: You may not assign or transfer all or any of your rights, benefits or obligations under the Customer Agreement without our prior written consent, the granting of which shall be at our sole discretion. Unless the Anti-Assignment Act, 41 USC 6305 applies (in which case we acknowledge the requirement to seek approval for assignment) we may at any time assign or otherwise transfer to any party all or any part of our rights, benefits or obligations under this Agreement and in that event the assignee or transferee will have the same rights against you as it would have had if it had been an original party to the Customer Agreement. You acknowledge that we may disclose Confidential Information to (subject to us entering into a confidentiality agreement with) a potential assignee or to any person who may otherwise enter into a contractual relationship with us related to the Customer Agreement. The Customer Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns.
Assignment and Sub‐Contracting: You shall not assign, novate, dispose of, sub‐licence, sub‐ contract or otherwise transfer your Customer Agreement nor any or all of their rights and obligations hereunder to any third party without our prior written consent (such consent not to be unreasonably withheld or delayed).
Counterparts: The Customer Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of your Customer Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
Entire Agreement: The Customer Agreement sets out the entire agreement between the parties in relation to the subject matter hereof and supersedes any previous agreement relating to the subject matter of the Customer Agreement, whether written or oral. Each party acknowledges and agrees that in entering into the Customer Agreement it places no reliance on any representation or warranty in relation to the subject matter of your Customer Agreement other than as expressly set out therein, nor shall have any remedy in relation to the subject matter of the same save as expressly set out in the Customer Agreement, provided always that nothing in this clause or in the Customer Agreement shall operate to exclude or restrict any remedy or liability for fraud or fraudulent misrepresentation.
Enurement: The provisions of the Customer Agreement will enure for the benefit of and be binding on the Parties and their respective successors and permitted substitutes and assigns and (where applicable) legal personal representatives.
Further acts: Each Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required by law or reasonably requested by the other Party to give effect to this Agreement.
Force Majeure: Neither party shall not be in breach of the Customer Agreement, nor liable for any failure or delay in performance of its obligations under this Agreement, where the failure or delay was caused by an event of Force Majeure. If the event of Force Majeure continues for a period in excess of three months after the date on which it began, either party may give one month’s written notice to the other Party terminating the Customer Agreement. Neither party shall have any liability to the other in respect of termination of the Customer Agreement due to circumstances of Force Majeure, but rights and liabilities which have accrued prior to termination shall subsist. For GSA Customers excusable delays shall be governed by FAR 552.212-4(f).
Governing Law: This Customer Agreement shall be construed in accordance with the following table:
|
If you operate out of this region |
This governing law applies |
Jurisdiction |
|---|---|---|
|
United Kingdom |
The laws of England |
The courts of the England |
|
European Union |
The laws of the European Union and the country in which the Partner operates |
The courts of the European Union and the country in which the Partner operates |
|
United States of America |
If you are a GSA Customer then the Federal laws of the United States otherwise the laws of the Commonwealth of Virginia |
The courts of Virginia |
|
Australia |
The laws of Western Australia, Australia. |
The courts of Western Australia |
|
New Zealand |
The laws of New Zealand |
The courts of New Zealand |
|
Other region |
The laws of Western Australia, Australia. |
The courts of Western Australia |
Non-Solicitation: Neither party shall during the term of the Customer Agreement and for a period of 6 months after its termination solicit or endeavour to entice away whether or not on behalf of itself any of the employees of the other party without the prior written consent of the other party.
Notices: Any notice, approval consent or other communication under the Customer Agreement must be in writing, and delivered personally or sent by prepaid registered post or email to a Party at the address set out in the Schedule or updated from time to time, or to such other address as that Party may from time to time notify to the other for the purposes of this clause. Proof of posting by prepaid registered post or of dispatch of email will be proof of receipt, in the case of a letter, on the third Business Day after posting and, in the case of email, if the sender does not receive an automated email notifying the sender of non-delivery or delivery error in relation to the sender’s email.
Power of Attorney: You irrevocably appoint us and any authorising officer of ours severally to be your attorney to execute all such documents and to do such things as may be required on your part to give effect to the provisions of the Customer Agreement.
Relationship: Nothing in your Customer Agreement establishes a partnership, employment, franchise of joint venture relationship between you and us. You are an independent contractor and you represent and warrant that compensation received from us is not your only source of income. You are not required by us to incur any costs or expenses pursuant to this Agreement. If you do incur costs and expenses, you agree to pay them and not seek reimbursement from us. No payment or withholding of any taxes related to income received by you from us will be made by us. You are solely responsible for withholding and payment of all applicable taxes. Neither party will have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent.
Remedies: The rights and remedies provided in the Customer Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
Severability: In the event that any provision of the Partner Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Customer Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
Third Party Rights: An entity which is not expressly a party to your Customer Agreement shall have no right to enforce any term of the Customer Agreement.
Waiver: No delay or failure by either party to exercise any of its powers, rights or remedies under your Customer Agreement will operate as a waiver of them, nor any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.
Contacts
For customers within the Australia and New Zealand
e: corporate@familyzone.com
m: Family Zone Cyber Safety Limited, Level 3, 45 St Georges Terrace, Perth WA 6000, AUSTRALIA.
p: +61 1300 398 326
For customers within the United Kingdom:
e: corporate@familyzone.com
m: Avalon House, 1 Savannah Way, Leeds Valley Park, LS10 1AB, Leeds, United Kingdom
p: +44(0)113 539 7506
For customers within the United States
e: corporate@familyzone.com
m: 11545 West Bernardo Court, Suite 204 San Diego, CA, 92127
p: +844 SAFEWEB (844-723-3932)
Data Processing Addendum
Introduction
This DPA forms part of your Customer Agreement. This DPA shall be read in conjunction with (and takes priority over) our Privacy Policy which forms part of your Customer Agreement.
Applicability and Scope
This DPA applies only to the extent that we process, on your behalf Customer Data to which Applicable Data Protection Legislation applies. Applicable Data Protection Legislation is:
- Data Protection Legislation being GDPR: The General Data Protection Regulation, a European Union (EU) legal framework that sets guidelines for the collection and processing of personal information; UK GDPR: In respect of the UK, the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2019 ("UK GDPR") and the Data Protection Act 2018 (together, "UK Data Protection Laws"); and Swiss DPA: the Swiss Federal Data Protection Act and its implementing regulations; and
- Comparable Regulations being laws in other jurisdictions which govern controllership and processing of data and limit transborder flows of data.
We undertake to comply with Data Protection Legislation in our provision of Products and Services to you.
You undertake to ensure that your instructions comply with Applicable Data Protection Legislation. You acknowledge that we are neither responsible for determining which laws are applicable to you nor whether our Products and Services meet or will meet the requirements of such laws. You undertake to ensure that our processing of Customer Data, when done in accordance with your instructions, will not cause us to violate any applicable law, including Applicable Data Protection Legislation. We undertake to inform you if we become aware, or reasonably believe, that your instructions violate applicable law, including Applicable Data Protection Legislation.
Processing Customer Data
You appoint us as a processor to process Customer Data on your behalf, and in accordance with your instructions (a) as set forth in your Customer Agreement, this DPA, and as otherwise necessary to provide the Services to Customer (which may include investigating security incidents, and detecting and preventing exploits or abuse); (b) as necessary to comply with applicable law, including Applicable Data Protection Legislation; and (c) as otherwise agreed in writing between the parties (“Permitted Purposes”).
You undertake to ensure that: a) all notices have been given, and all such authorizations have been obtained, as required under Applicable Data Protection Legislation, for us (and any sub-processors) to process Customer Data as contemplated by our Customer Agreement and this DPA; b) you have complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including Applicable Data Protection Legislation; and c) you have, and will continue to have, the right to transfer, or provide access to, Customer Data to us for processing in accordance with the terms of your Customer Agreement and this DPA.
Sub-processors
A “sub-processor" means (a) any third-party data processor engaged by us to assist us to fulfill our obligations under your Customer Agreement and which processes Customer Data. Sub-processors may include third parties or our affiliates.
You agree that (a) we may engage sub-processors (as listed on our website) which may change from time to time; and (b) such sub-processors respectively may engage third party processors to process Customer Data on our behalf.
You provide a general authorization for us to engage onward sub-processors subject to these conditions: a) we will restrict the onward sub-processor’s access to Customer Data only to what is strictly necessary to provide the Services, and we will prohibit the sub-processor from processing the Customer Data for any other purpose; b) we agree to impose contractual data protection obligations, including appropriate technical and organizational measures to protect Customer Data, on any sub-processor we appoint that require such sub-processor to protect Customer Data to the standard required by Applicable Data Protection Legislation; and c) we will remain liable and accountable for any breach of this DPA that is caused by an act or omission of its sub-processors.
We may, by giving reasonable notice to you, add or remove Sub-processors. Where we do so we undertake to update the schedule of processors (as listed on our website) at least 10 days prior to any change. If you object on reasonable grounds (in our opinion) to such a change then we agree to work with you on a good faith basis to find an alternative solution. In the event that the parties are unable to find such a solution, you may terminate the Agreement at no additional cost.
Audits and assistance
We shall, to the extent required by Applicable Data Protection Legislation, provide you with reasonable assistance (at your cost) with data protection impact assessments or prior consultations with data protection authorities that you are required to carry out under such legislation.
We acknowledge that as a data processor on your behalf, you must be able to assess our compliance with our obligations under Applicable Data Protection Legislation and this DPA. We agree to make available to you all information reasonably necessary to demonstrate compliance with this DPA required by Applicable Data Protection Legislation.
We agree to permit you (or your appointed third party auditors) to carry out an audit at your cost (including without limitation our costs) following a security breach suffered by us, or upon the instruction of a data protection authority acting pursuant to Applicable Data Protection Legislation. You agree to provide us with reasonable prior notice of such a requirement, conduct an audit during normal business hours, and take all reasonable measures to prevent unnecessary disruption to our operations. Any such audit shall be subject to our security and confidentiality terms and guidelines and may only be performed a maximum of once annually. If we decline to follow any reasonable instruction from you regarding such an audit, then you are entitled to terminate your Customer Agreement.
In the event that either party receives (a) any request from a data subject to exercise any of its rights under Applicable Data Protection Legislation or (b) any Third Party Request relating to the processing of Account Data or Customer Data conducted by the other party, such party will promptly inform the other party in writing. The parties agree to cooperate, in good faith, as necessary to respond to any Third Party Request and fulfill their respective obligations under Applicable Data Protection Legislation.
Data Transfers
You acknowledge that we and our sub-processors may transfer and process your Customer Data outside of your jurisdiction, including in the United States of America. We undertake to ensure that such transfers are made in compliance with Applicable Data Protection Legislation and this DPA.
Applicable Data Protection Legislation may impose restrictions on or require Standard Contractual Clauses (“SCCs”) with respect to transborder data transfers. Where SCCs apply (as amended or superseded) these are incorporated into this DPA and your Customer Agreement. The parties acknowledge that to the extent the SCC’s conflict with any provision of your Customer Agreement (including this DPA) then the SCCs prevail to the extent of the conflict.
Security
We have in place and maintain appropriate measures designed to protect your Customer Data. We undertake to ensure these measures comply with applicable law. We undertake to ensure our employees and contractors are appropriately trained in security and privacy and are subject to duty of confidentiality.
Should we become aware of a security breach we undertake to comply with local laws and notify you without undue delay and provide you such information as you may reasonably require, including to enable you to fulfil your reporting obligations under Applicable Data Protection Legislation. You acknowledge that notification of or response to a security breach is not an acknowledgement by us of any fault or liability.
You are solely responsible for use of our Products and Services, including (a) ensuring your End-Users are properly trained in security and data protection.
End of contract
Upon termination or expiry of your Customer Agreement, we will delete and/or deliver to you your Customer Data in accordance with our Privacy Policy and Terms of Service.
Terms of Service
Set out below is the Terms of Service which forms part of the Customer Agreement with us. These terms may be updated from time to time, with notice as described herein.
In this document Agreement refers to the Customer Agreement between you and us and terms have the meanings set out in our Customer Terms unless otherwise defined in this document or unless the context suggests otherwise.
End User License Agreement
Advertising and Marketing Policy
Advertising To Minors
We will not knowingly market to minors.
Communications
We will communicate with you through the contact details you provide to us. You agree that we can communicate with you electronically. Our standard communication mechanisms include email, smart device notifications, SMS, web chat and telephony.
If you are a personal account holder then you can change your contact settings in your account.
You may opt out of receiving third party promotional communications from us in your account.
You may opt out of our promotions by using the unsubscribe link within each email.
Even if you opt-out of marketing or promotional communications you will continue to receive transactional messages from us.
Third Party Advertising
We will not sell or provide your information to third parties so they can market their products or services to you.
We may from time to time use display advertising on the web and on platforms like Google and Facebook. Our advertising will only be aimed at supporting your engagement with cyber safety and education (such as topical information and insights) and maximising what you get out of our Products (such as promoting features and events).
You may have options in your browser or through the websites you access to limit or avoid advertising. You may also be able to opt out of personalised advertisements through the Network Advertising Initiative or Digital Advertising Alliance's Self-Regulatory Principles for Online Behavioral Advertising. For more information about this practice and to understand your options, please visit: http://www.aboutads.info, http://optout.networkadvertising.org/ and http://www.youronlinechoices.eu.
Spam
SPAM is a common term for unwanted commercial electronic messages including emails, short messages, etc. In various countries around the world there are laws designed to inhibit the use of SPAM by commercial organisations.
We do not engage in SPAM;
We will not use false, or misleading subjects or email addresses;
We will identify marketing messages as such in a reasonable way;
We will include our registered address;
We will monitor Partner Marketing for compliance;
We will honor opt-out/unsubscribe requests in reasonable timeframes; and
We will provide opt-out unsubscribe options in relation to Partner Marketing.
Cookies And Tracking Technologies
We and our third party partners, such as our advertising and analytics partners, use various technologies to collect information, such as cookies and web beacons. In this notice we collectively describe these technologies as cookies.
We use cookies to improve our products and your experience. Specifically, we use cookies:
- Where strictly necessary. These cookies are essential. They enable our Products to function, for example remembering you are signed in.
- For functionality. These cookies remember choices you make such as language or search parameters. We use these cookies to provide you with an experience more appropriate with your selections.
- For performance and analytics. These cookies collect information on how users interact with our Products and enable us to improve how they operate. For example, we use Google, Hubspot and PendoAnalytics cookies to help us understand how visitors arrive at and browse our products and website to identify areas for improvement such as navigation, user experience, and marketing campaigns.
- For promotion. These cookies permit us or a social media site to record that you have visited or used our products. We may use these to promote products we offer. We will not sell access to our cookies or use them for the purpose of promoting third party services to you.
To opt out of our use of cookies, you can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from websites you visit. If you do not accept cookies, however, you may not get the best experience out of our Products.
Many browsers include their own management tools for removing HTML5 local storage objects.
Please visit familyzone.com/tracking for more information.
Cyber Expert Terms
Customer Detail and Security
Changes to Our Customer Policies
We may, from time to time and in our sole discretion, make changes to this policy. We will provide notice to you by email (if you have provided us with one) or when you sign in to your account for the first time after the change.
We will ask you to review and agree to the changes. If you agree to the changes, simply continue using the Products (which will be deemed acceptance of the updated policy). If you object to any of the changes, immediately notify us at the contact information below.
How To Contact Us
If you have any questions about this Privacy Statement, the information that we collect from you or your End Users, or the Products, please contact our Privacy & Data Protection Officer as follows:
For customers within the Australia and New Zealand
e: privacy@familyzone.com
m: Family Zone Cyber Safety Limited, Level 3, 45 St Georges Terrace, Perth WA 6000, AUSTRALIA.
p: +61 1300 398 326
For customers within the United Kingdom:
e: privacy@familyzone.com
m: Avalon House, 1 Savannah Way, Leeds Valley Park, LS10 1AB, Leeds, United Kingdom
p: +44(0)113 539 7506
For customers within the United States
e: privacy@familyzone.com
m: 11545 West Bernardo Court, Suite 204 San Diego, CA, 92127
p: +844 SAFEWEB (844-723-3932)