Terms and Conditions of Use

Content

  1. Overview of Our Services
  2. Your Consent
  3. Your Verifiable Addresses
  4. User Generated Content; Rights and Responsibilities
  5. Pfortner Intellectual Property Rights
  6. Your Grant of Rights to Pfortner
  7. Code of Conduct
  8. Disputes
  9. Warranty Disclaimer
  10. Privacy and Your Disclosure of Information While Using Interactive PFORTNER Services
  11. Limitation Of Liability
  12. Indemnity
  13. Duration Of Rights; General Termination
  14. Governing Law and Venue
  15. Arbitration
  16. Survival

1. Overview of our Services

PFORTNER Pty Limited (“PFORTNER”) has developed a Secure Communications Platform and associated software applications for communications and information sharing, collectively the “PFORTNER Services” or “Services.”

We have created this Terms and Conditions of Use (the “Terms”) to clarify the conditions governing use of our PFORTNER Services by both individuals and organizations (“you”).

2. Your Consent

By accessing or using the PFORTNER Services, you acknowledge that you have read, understand and agree to be bound by these Terms, just as if you had signed these Terms. If you do not wish to be bound by these Terms, please do not use the PFORTNER Services.

3. Your Verifiable Addresses

In order to access and use PFORTNER, you acknowledge and agree that you will at all times provide PFORTNER with at least one, and optionally more, up-to-date and functional means by which to exclusively and privately contact you, such as a voice phone number, mobile SMS phone number or email address (your “Verifiable Addresses”). When providing these verifiable addresses, you must provide accurate and complete information. In order to provide the PFORTNER Services in a private, safe and secure manner, the PFORTNER personnel will need to periodically contact you at a verifiable address. You hereby give your express consent for PFORTNER to communicate with you through the PFORTNER services and by using any of your verifiable addresses. PFORTNER hereby agrees to hold your verifiable addresses in confidence, and to use them only on a business reasonable basis as it pertains to the PFORTNER services.

4. User Generated Content; Rights and Responsibilities

PFORTNER’s Secure Communication Platform is a general-purpose communications system that accepts content (“User Generated Content” or “Content”) from its users, subsequently communicating and distributing that User Generated Content to others. In designing the PFORTNER services, PFORTNER agrees to use reasonable efforts to clearly convey to you the scope within which such content will be distributed or made available by the PFORTNER services. When you submit User Generated Content to the PFORTNER services, you agree to take exclusive responsibility for understanding and consenting to such scope of distribution. Furthermore, you submit such content with the full knowledge and understanding that other users will then use their own independent judgment in further communicating and distributing that content – private or public, to the few or the many. You represent and warrant that, with good judgment and in good faith: (i) you are authorized with respect to such content to grant rights under the following section (Your Grant of Rights to PFORTNER); (ii) you have the required permissions or licenses associated to distribute the content as you elect to do in using the PFORTNER services, and (iii) you are using due care in how you communicate such content to others so that they themselves have the opportunity to assess and respect their own permission to use, forward, sublicense or redistribute such content.

5. Pfortner Intellectual Property Rights

Except for User Generated Content, all content and technology available through, or embodied within the PFORTNER Services and all associated intellectual property is the proprietary property of PFORTNER and its licensors (“PFORTNER Content”). PFORTNER Content includes artwork, text, graphics, video, audio, pictures, trademarks, trade dress, interactive features and other components of the PFORTNER Services. PFORTNER Content is protected by U.K. and international copyright and other intellectual property laws, and PFORTNER retains all rights with respect to PFORTNER Content and the PFORTNER Services, except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material within the PFORTNER Services unless specifically authorized in writing by PFORTNER. You also agree not to use PFORTNER Content (or information derived therefrom) for commercial purposes, without PFORTNER’s prior express permission. PFORTNER reserves all rights not expressly granted to you in these Terms.

6. Your Grant of Rights to Pfortner

Subject to PFORTNER’s ownership of PFORTNER Content set out in Section 5 (PFORTNER Intellectual Property Rights), PFORTNER does not claim ownership of any User Generated Content you submit to the PFORTNER Services.

By submitting User Generated Content to PFORTNER, you hereby grant PFORTNER a worldwide, non-exclusive, royalty-free, sublicense-able and transferable license, under your intellectual property rights to use, reproduce, distribute, prepare derivative works of, display, and perform the User Generated Content in direct connection with the operation of the PFORTNER Services. This license granted to us will continue as long as your User Generated Content remains available on our PFORTNER Services.

7. Code of Conduct

As a condition to your use of the PFORTNER Services, you agree to follow our Code of Conduct set out below.

Under this Code of Conduct, you will not:

  1. Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent;
  2. Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent;
  3. Submit material that is intentionally false, defamatory, unlawfully threatening, unlawfully harassing, hateful, racially or ethnically offensive, or otherwise inappropriate;
  4. Infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity, including any use, copying, or distribution of User Generated Content of third parties obtained through the Service for any commercial purposes;
  5. Resell or charge others for use of, or access to, the Service;
  6. Duplicate, transfer, give access to, copy or distribute any part of the Service in any medium without PFORTNER’s prior written authorization;
  7. Attempt to reverse engineer, alter or modify any part of the Service;
  8. Harvest any personally identifiable information, including phone number, from the Service, or use the communication systems provided by the Service for any commercial solicitation or spam purposes.
  9. Impersonate another person;
  10. Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; and
  11. Interfere with or disrupt the integrity or performance of the Service or the data contained therein.

We will enforce the above Code of Conduct wherever we deem necessary. That said, you herein understand and acknowledge that PFORTNER assumes no obligation to monitor User Generated Content for compliance to the Code of Conduct herein.

8. Disputes

If you have a dispute or complaint concerning User Generated Content, PFORTNER Services, a user’s compliance with these Terms, or the conduct of another User does not fall under Section 9 (Allegations of Copyright Infringement) (a “Dispute”), you agree to proceed as follows: (i) you will prepare a brief submission concerning the Dispute, consisting of (a) a brief written summary of your view of the Dispute, including the relief you seek, and (b) an appendix with materials you believe are relevant to the Dispute (the “Submission”); (ii) we will forward your Submission to the other Users involved in the Dispute exclusively by using their Verifiable Address, and request similar Submissions from them; (iii) you will then review the exchanged Submissions and, for a period of thirty (30) days (commencing on receipt of the last-circulated Submission), you will engage in good faith negotiations to seek to resolve the Dispute (collectively, the “Cooling Off and Discussion Period”).

If you are requested to respond to a Dispute, in the manner outlined above, you agree to complete in good faith the Cooling Off and Discussion Period, as described above.

1. Recourse If A Dispute Remains Unresolved

If a Dispute cannot be resolved to the parties’ reasonable satisfaction despite their good faith participation in these dispute resolution mechanisms then each party to the dispute remains free to pursue relief through the court system or other more formal system. PFORTNER, at its sole discretion, however, shall remain entitled to revoke use privileges from any and all parties in the Dispute for violating the Terms or our Code of Conduct.

2. Our Legal Role: A Facilitator but Not A Participant

You are solely responsible for your interaction with other users, both online or offline. We may monitor Disputes between you and other Users, but we have no obligation to become involved.

9. Warranty Disclaimer

PFORTNER does not promise that the PFORTNER Services will be error-free or uninterrupted. The PFORTNER Services and content within them are delivered by PFORTNER on an “AS IS” basis. PFORTNER does not warrant or represent that materials you download from the PFORTNER Services will be free of viruses or other harmful features.

Moreover, due to the nature of Internet communications and evolving technologies, we cannot provide, and therefore expressly disclaim, any assurances that the information you provide us will remain free from loss, misuse, or alteration by third parties who, despite our efforts, obtain unauthorized access.

PFORTNER DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE PFORTNER SERVICES, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PFORTNER SERVICES IS AT YOUR SOLE RISK WITH RESPECT TO PFORTNER.

10. Privacy and Your Disclosure of Information While Using Interactive Pfortner Services

These Terms must be read in conjunction with our Privacy Policy, and the Privacy Policy is incorporated herein. We value your privacy and the privacy of all our users. Please review our Privacy Policy for information on how we collect, use, and protect your personally identifiable information. These protections, however, do not apply to information you choose to disclose to other users of the PFORTNER Service while participating in any PFORTNER Services. To the extent these Terms conflict with the terms of the Privacy Policy, the terms of the Privacy Policy will control.

11. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL TALKO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS AND ATTORNEY’S FEES) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF PFORTNER SERVICES.

You understand that when using the PFORTNER Service you will be exposed to User Generated Content from a variety of sources and that you may be exposed to User Generated Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against PFORTNER with respect thereto.

12. Indemnity

You agree to defend, indemnify, and hold PFORTNER and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of these Terms.

13. Duration of Rights; General Termination

Without prejudice to any other rights, PFORTNER may terminate these Terms if you fail to comply with these Terms. In such event, you agree to remove all software associated with the PFORTNER Services from your device, and you agree to cease use of the PFORTNER Services.

14. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the domestic substantive laws of South Africa without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Any mediation, arbitration, or judicial action commenced under these Terms shall take place in South Africa.

15. Arbitration

All disputes under these Terms shall be referred to arbitration to be held in Gauteng, South Africa in accordance with the rules and procedures of the Arbitration Foundation of Southern Africa. The Parties hereby agree that the arbitration panel shall not award punitive damages. The arbitration panel shall have exclusive jurisdiction over the dispute and the decision of the arbitral panel shall be final and binding and may be enforced by recourse to any court of competent jurisdiction.

16. Survival

Sections 5 (PFORTNER Grant of Intellectual Property Rights), 11 (Warranty Disclaimer), 14 (Limitation of Liability), 15 (Indemnity), 19 (Arbitration), 20 (Survival), shall survive the termination of these Terms.