Keep U Safe - Terms & Conditions

1.This Agreement

1.1 Accepting this Agreement

(a) keep u safe (Service) is provided by Orwat Pty Ltd trading as keep u safe ABN 63 653 294 225 (We, us).

(b) By using the Service, you agree to comply with and be bound by the terms and conditions of this Agreement, together with any relevant policy applicable to your Account (including our Privacy Policy). These terms govern your access to and use of the Service.

(c) These terms are binding on any use of the Service by you and apply from the time you first access it.

(d) By using the Service, you acknowledge that you have read and understood this document and have the authority to act on behalf of any person that you are using the Service for. You are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Service.

(e) We reserve the right to change, modify, add or remove portions of these terms and conditions at any time and at our sole discretion. We will endeavour to highlight any significant or substantive changes to you through the Service and/or Website where possible. However, it is your responsibility to keep yourself informed of any changes to these terms and conditions.

(f) If you do not agree to these terms, you must not use the Service.

1.2 Contacting Us

Please email us at hello@keepusafe.io if you have any questions relating to these terms.

2. Terms of Use

The term of this Agreement will start on the date you first use the Service and will continue until terminated in accordance with the terms and conditions of this Agreement.

3. Accounts

3.1 Accessing the Service

To fully use and receive the benefit of the Service, you may be required to:

(a) provide us with Personal Information; and

(b) create an Account with us.

3.2 Accounts

If you require an Account, you acknowledge that we may offer various account types, and it is your responsibility to review and evaluate your individual situation to determine which account type is appropriate for you.

3.3 Provision of information

You agree to provide any information reasonably requested by us for the purpose of setting up your Account and operating the Service. You warrant that:

all of the information you provide to us is accurate and complete in all respects;
you will inform us by updating your Account details whenever any such information changes; and
you will not provide false or misleading information.

3.4 Declining your Account

We reserve the right to reject an Account at our absolute discretion, including but limited to you providing insufficient information to create your Account.

3.5 Right to Suspend

We reserve the right to:

(a) limit or suspend your Account; and/or

(b) alter the Account information entered by you via the Service,

if in our reasonable opinion:

(c) you are in breach of any of the obligations or undertakings in this Agreement;

(d) your Account is not used for a period of greater than one month; or

(e) we suspect a security breach associated with your Account.

3.6 Security Responsibilities

We will take reasonable steps to ensure the Service is secure from unauthorised access consistent with generally accepted industry standards.
You must take all reasonable steps to ensure usernames and passwords are not disclosed to third parties.
If you become aware the security of your Account may be compromised, you must immediately notify us

4. Your use of the Service

4.1 Permitted Use

You may only use the Service for personal use. You may not use the Service for any other purpose.

4.2 Lawful Use

You undertake not to upload, store, alter, configure or access any data on the Service if such access would result in a breach of any:

(a) Intellectual Property Right;

(b) Privacy Law;

(c) other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth of Australia, or a State or Territory); or

(d) other law or applicable code in the jurisdiction in which you are operating.

4.3 Prohibited Conduct

You must not:

(a) grant access to your Account to any other person;

(b) submit Prohibited Content;

(c) provide false or misleading information;

(d) in any way tamper with, hinder or modify the Service;

(e) knowingly transmit any viruses or other disabling features to the Service or via the Website;

(f) intentionally disable or circumvent any protection or disabling mechanism related to the Service;

(g) install or store any software applications, code or scripts on or through the Service;

(h) use the Service in any way which could be reasonably expected to interfere with or damage the Service or another user's use of the Service; or

(i) attempt any of the above acts or facilitate or assist another person (including your Representatives) to do any of the above acts.

5. Submitted Material

You must not submit or cause to be submitted to the Service, whether in text or graphic format, any content:

(a) which is any Confidential Information of any third party without the express consent of the third party;

(b )that is false or misleading;

(c) which is illegal, unlawful, improper, harmful, threatening, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise causes offence or is objectionable;

(d) that breaches the privacy rights of any person;

(e) that breaches any other clause of this Agreement;

(f) that infringes the Intellectual Property Rights of any party; or

(g) which is otherwise deemed inappropriate by us in our sole discretion.

6. Our Services

6.1 Licence to use the Service

Subject to your compliance with these terms including any applicable additional terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Service in accordance with this Agreement.

6.2 Services not locally available

You acknowledge and agree that the Service will only be accessible using the Internet (or other connection to our third-party servers) and will not be available "locally" from your own servers.

6.3 Parts of the services controlled by third parties

You acknowledge and agree that the Service is operated from servers owned and controlled by third parties. As such, you acknowledge that certain functions are out of our control, including cloud services for servers, data storage and backup.

6.4 We can change the service at our discretion

We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove items from, redesign, improve or otherwise alter the Service at our sole and absolute discretion.

6.5 Unintentional Inaccessibility

From time to time, without notice, access to all or part of the Service may be disrupted or limited. During such an interruption, we will use reasonable endeavours to restore access to the Service as soon as practicable. However, we are not liable for any harm or damage you may suffer during an interruption.

6.6 Intentional Inaccessibility

From time to time, we may make the Service inaccessible as is required for upgrades, maintenance and updates. We will use reasonable endeavours to provide you with advance notice of any inaccessible period, but you accept that this may not always be possible and we are not liable for any harm or damage you may suffer during an interruption.

6.7 Errors

(a) You acknowledge that there may be technical or administrative errors in the Service including but not limited to errors with respect to description or functionality. We reserve the right to at our absolute discretion, without notice correct any errors or update the Service.

(b) We accept no responsibility for errors in information provided by other users of the Service.

6.8 Security Responsibilities

We will take reasonable steps to ensure that the Service is secure from unauthorised access consistent with generally accepted industry standards in our industry.

6.9 Advertisements and Third-party Links

The Service may contain advertisements, hyperlinks and other links to websites operated by third parties. We do not control these third-party advertisements and websites and are therefore not responsible for the content of any third-party advertisement or website or any hyperlink contained in a third-party advertisement or website. The presence of advertisements and third-party links in our Service not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of a third-party website or the products or services offered at a third-party website. Your use of any third-party products or services, or visit to a third-party website, are at your own risk.

6.10 Delivery of Support and Maintenance

We will provide you with support and maintenance via email only, as determined at our sole and absolute discretion.

7. Paid Features & Fees

7.1 Paid Features

(a) The Service may include optional additional services (including but not limited to removal of advertisements, or a “Pro” version), which require you to pay us a Fee (Paid Features).

(b) Paid Features may be either a “one-off” purchase or require an ongoing subscription to use.

(c) Subscriptions are payable weekly, monthly or yearly in advance. If you cancel your subscription, you will lose access to the relevant Paid Features.

7.2 Terms of Payment

(a) Fees are payable through an in-app purchase or as we otherwise direct.

(b) To the fullest extent possible under the law, you agree that we are not responsible for, and will not be liable to refund, any payment which is made by mistake or by another user of your device.

(c) If you have concerns about in-app purchases, we recommend that you disable or restrict this feature on your device.

(d) We may amend the Fees at any time.

(e) Subscription automatically renews on the last day of the billing period. Subscriptions must be cancelled 24 hours before the billing period begins or a new billing period will be automatically changed.

(f) Keep U Safe uses Stripe Payment Processing Platform.

7.3 Failure to Pay

If you fail to pay us any amount under this Agreement by the due date for payment, we may immediately do any or all of the following, without any liability, until all overdue fees are paid:

(a) charge you interest on the overdue amount at a rate equal to 2% above the standard contract default rate published by the Queensland Law Society from time to time;

(b) terminate your Account and this Agreement without any obligation to refund you any money in respect of the cancellation;

(c) withhold further performance of any services under any agreement;

(d initiate proceedings against you to recover the overdue amount (despite any dispute resolution clause in this Agreement); or

(e) recover all costs in relation to any action taken against you to recover overdue amounts, including but not limited to legal costs and outlays on a full indemnity basis.

7.4 GST

(a) In this clause 7.4, adjustment note, GST, tax invoice and taxable supply have the meaning given to them in the GST Law.

(b) For each taxable supply under or in connection with this Agreement:

(i) we will be entitled to charge you for any GST payable by us in respect of the taxable supply;

(ii) you must pay us the amount of the GST at the same time as the relevant charge applicable to the supply becomes payable under the Order; and

(iii) if required by law, we will provide a valid tax invoice or adjustment note to you in respect of the taxable supply.

(c) The price of all services is exclusive of GST unless expressly stated to be inclusive of GST.

7.5 Duties

You are responsible for paying all government charges or duties of any kind incurred in or in connection with this Agreement. Such charges include without limitation all stamp duties, financial institution duties, and any other charges or duties of a like kind.

7.6 Set-Off

(a) Where we have demanded payment of any amount overdue in accordance with clause 7.3, we may apply any payment paid by you, against:

(i) our costs and disbursements in recovering the amount due;

(ii) any interest accrued; or

(iii) the amount overdue.

(b) We may at any time set-off any amount you owe to us against any amount we may then owe to you.

8. iOS / Android Versions

Where you access the Service through an app available on the App Store (iOS) or Google Play (Android):

(a) This Agreement is between us and you only.

(b) Your right to use the Service will also be subject to the app store terms of use published by Apple, Inc. (with respect to the App Store), Google LLC (with respect to Google Play) or their related bodies corporate (OS Provider). If there is any inconsistency between this Agreement and terms of use published by the OS Provider, the latter will prevail to the extent of the inconsistency.

(c) We and not the OS Provider are responsible for the Service, and we are solely responsible for:

(i) support and maintenance;

(ii) the investigation, defence, settlement and discharge of any claim that the authorised use of the Service infringes third party intellectual property rights; and

(iii) any claim the Service fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

(d) The OS Provider’s liability to you is limited to the refund of the purchase price (if any) of the Service paid by you. The OS Provider will have no other liability to you in relation to any other claims or liabilities with respect to the Service.

(e) The OS Provider may be entitled to enforce the terms of this Agreement against you and you agree to submit to their legitimate enforcement.

(f) Your right to use the Service is non-transferable and non-sublicensable, except to the extent the OS Provider permits family sharing or similar sharing arrangements.

(g) The OS Provider may monitor your use of the Service and/or restrict which devices you may use the Service on.

(h) If you use any third-party service in the course of accessing or using the Service, you must comply with the applicable third party terms and conditions.

(i) You agree to indemnify us against any Claim from an OS Provider in any way arising from your use or misuse of the Service.

9. Privacy Policy

(a)Y ou agree and consent to the handling of personal information in accordance with our Privacy Policy.

(b) We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new Privacy Policy on our Website or in the Service.

10.Intellectual Property

10.1 No Right to Intellectual Property

1. Unless otherwise agreed, each party retains ownership of all Intellectual Property rights in material owned or created by that party independently of this Agreement. None of that Intellectual Property is assigned or transferred by way of this Agreement.

2. The parties agree that all Intellectual Property rights in:

the Service, the Website, and any other material, methods or content developed by us under this Agreement; and
any improvements, modifications or enhancements to the Service, the Website, and any other material, methods or content developed by us during the Term, (collectively, the Service IP) will vest in and are owned by us upon creation, even if based on your new feature request or feedback.
In any circumstances where we do not automatically have such ownership of the Service IP, you will transfer it to us and will do all things necessary to ensure that full legal ownership of the Intellectual Property Rights in the Service IP passes to us.

10.2 License over Data

Subject to the Privacy Act, you grant us a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add to, process, analyse and use and commercialise, in any way now known or in the future discovered, any material you submit to us connected with the Service.

10.3 Undertakings regarding Intellectual Property

You warrant that you will not do any of the following, or permit any person (including your Representatives) to:

(a) copy or reproduce, or create an adaptation or translation of, all or part of the Service IP in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Service in accordance with the Agreement;

(b) incorporate all or part of the Service IP in any other webpage, site, application or other digital or non-digital format;

(c) (unless explicitly granted under this Agreement) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Service IP on any medium; or

(d) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Service IP or any documentation associated with them.

10.4 Third-party Material

We may use third-party materials where needed in operating the Service. Use of third-party materials may be subject to creative commons or open-source licensing terms, or any third-party licensing terms as notified by us to you.

11. Limitation of Liability

11.1 Personal Safety

(a) The Service is designed to assist with your personal safety. However, you acknowledge that safety is ultimately your responsibility. We strongly recommend that you use the Service in conjunction with other safety measures. If you have an immediate concern about your safety, please contact emergency services.

(b) To the extent permitted by law, we shall not be liable to any personal injury or death of any person, or personal damage to any property, caused by a third party.

11.2 Limitation of Liability

Without limiting clause 11.1 we exclude all liability for any costs, including consequential or indirect loss, suffered or incurred directly or indirectly by you or any third party in connection with this Agreement, including in connection with:

(a) the Service being inaccessible for any reason;

(b) any liability under Privacy Law;

(c) any communications between you and other users of the Service;

(d) incorrect or corrupt data, lost data, or any inputs or outputs of the Service;

(e) computer viruses, trojans and other malware in connection with the Service;

(f) security vulnerabilities in the Service or any breach of security that results in unauthorised access to, or corruption of data;

(g) your participation in any experiments, beta software or pilots;

(h) any unauthorised activity in relation to the Service;

(i) your breach of this Agreement; or

(j) any act or omission by you or your Representatives under or in relation to this Agreement.

11.3 Implied Conditions

We exclude all implied guarantees, conditions and warranties from this Agreement, except any Non-Excludable Condition.

11.4 Non-Excludable Condition

Where a Non-Excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to the resupply of services or the payment of the cost of having the services resupplied.

12. Warranties

12.1 Exclusion of Express Warranties

Subject to any Non-Excludable Condition, we make no warranties or guarantees:

(a) as to the standard, completeness, reliability, quality or accuracy of the Service or any material submitted by another user. You are encouraged to evaluate your own individual needs and situation to determine whether the Service is appropriate for you;

(b) for any act or omission of another user;

(c) that the Service will be accessible at all times, uninterrupted or error free;

(d) that the service is without bugs or viruses;

(e) that any documentation created by us is without error or inaccuracy;

(f) that the Service is immune to unauthorised access or security breach; and

(g) in respect of the retention of, or continued accessibility of, any data.

12.2 Your Warranties

You represent and warrant you will, and will ensure that your Representatives:

(a) comply with the terms and conditions of this Agreement;

(b) only use the Service in accordance with the terms of this Agreement; and

(c) comply with our reasonable directions in relation to the use of the Service.

13. Indemnity

13.1 Indemnity

You release and indemnify, and will keep us and our Representatives indemnified against all liability arising from any Claims in any way connected with:

(a) any breach of this Agreement by you or your Representatives;

(b) personal injury or death to any person;

(c) damage to personal property,

(d) libel, slander, defamation, product disparagement or indecent, false, misleading or deceptive conduct;

(e) infringement of Intellectual Property Rights;

(f) piracy, counterfeiting, plagiarism, unfair competition or idea misappropriation;

(g) invasion of the right of privacy of any person, or breach of Privacy Law;

(h) any improper use of an emergency call service; or

(i) any incorrect, fraudulent or false information provided by another user to you.

13.2 General indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or your use of the Service.

13.3 Conditions of Indemnity

(a) Wemay make a claim under indemnities in this Agreement in relation to a cost before having incurred the cost, or before making a payment in relation to the cost.

(b) The indemnities in this Agreement shall be in addition to any damages for breach of contract to which we may be entitled. Nothing in the indemnities in this Agreement will be construed as preventing us from claiming damages in relation to the breach of this Agreement by you or your Representatives.

(c) Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.

14.Complaints and Dispute

(a) If you have a complaint about the Service, you must submit your complaint through the app. We may or may not, at our sole discretion, investigate your complaint, depending on the nature of the complaint.

(b) In accordance with this section, and to the fullest extent available under the law, you agree not to bring any court or tribunal proceedings against us in respect of any complaint unless you comply with the requirements of this clause (but subject always to any rights you may have under the Competition and Consumer Act 2010 (Cth) or any equivalent legislation).

15.Termination

15.1 Termination by You

You may terminate this Agreement at any time by cancelling your Account and ceasing to use the Service.

15.2 Termination by Us

(a) We may terminate this Agreement, effective immediately, at any time if you:

you are in breach of this Agreement;
you commit an act of bankruptcy, enter into any form of administration or liquidation, make any composition or arrangement with your creditors, or cease to carry on business; or
you or (if you are a company) any of your directors are convicted of a criminal offence punishable by imprisonment.

(b) Should we terminate this Agreement, we will notify you by email that your Account has been terminated. You will not be entitled to any refund for any services or features paid for in advance.

15.3 Termination does not affect Obligation to Pay

Termination of this Agreement does not affect your obligation to pay any outstanding amounts or other amounts to us.

16. Subcontractors

We may subcontract any of our obligations of this Agreement to a third party. To the extent permitted by law, you agree to indemnify and hold harmless us and our Representatives from any loss suffered or incurred caused by any subcontractor.

17.Definitions

17.1 Definitions

Unless explicitly state otherwise, expressions used in the Agreement have the following meanings:

Account means an account to use the Service.

Agreement means this document and any additional policies made available on our Service or Website, including our Privacy Policy.

Claim means a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against a person, however arising.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to:

the Representatives, internal policies and practices, clientele, or business strategies of any party; or
Intellectual Property Rights of any party;

but does not include information:

already rightfully known to the receiving party at the time of disclosure by the other party; or
in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement.

Fee means any fee payable in connection with any additional services provided within the Service.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity (and all moral rights) in, or in relation to, business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Non-Excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Privacy Law means:

(a) the Privacy Act 1988 (Cth); and

(b) any other legislation, regulation or code that governs the use of Personal Information.

Prohibited Content means content submitted to the service which is prohibited by clause 5.

Representative includes an employee, agent, officer, director, auditor, advisor, researcher, partner, consultant, contractor, sub-contractor or related entity of a person or of a related body corporate of that person.

Service means the service known as “keep u safe”, which may be accessed from mobile applications or the Website.

Term means the period of time that you hold an active Account.

Unforeseen Event means pandemic or epidemic, an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

"You" means the person or entity subscribing to the Service.

"We" or "Us" means Orwat Pty Ltd trading as keep u safe ABN 63 653 294 225.

Website means our website, located at www.keepusafe.io

18. General

18.1 Notices

(a) A notice under this Agreement must be given by email and is deemed to be received when the email is capable of being retrieved by the addressee at an email address designated by the addressee.

(b) Our designated email address is hello@keepusafe.io, or any other designated email address notified to you from time to time.

(c) Your designated email address is the address on your Account.

For the purposes of the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001 (Qld), the parties agree to send, receive, and execute notices and documents electronically, and agree that any document signed electronically will be binding with the same effect as a physical signature.

18.2 Assignment

(a) You cannot assign, novate, or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent.

(b) We may assign, novate, or otherwise transfer any of our rights or obligations under any Agreement to a third party without notice to or the prior consent of you, but if we require, you must sign any documents to give effect to an assignment, novation or transfer by us under this clause.

18.3 Giving Effect to this Document

Each party must do anything (including execute any document) and must ensure that its Representatives do anything (including execute any document) that the other party may reasonably require to give full effect to this document.

18.4 Waiver of Rights

A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and

(c) the exercise of a right does not prevent any further exercise of that right or of any other right.

18.5 Multiple Parties

If a party to this Agreement is made up of more than one person, or a term is used in this Agreement to refer to more than one party:

(a) an obligation of those persons is joint and several;

(b) a right of those persons is held by each of them severally; and

(c) any other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately.

18.6 Inconsistency with other Documents

If this document is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.

18.7 Severance

Any unenforceable or invalid term of this Agreement will be severed to the extent of the unenforceability or invalidity without affecting any other term in this Agreement.

18.8 Reliance

Neither party has entered into any contract under this Agreement in reliance on or as a result of any representation, promise, statement, conduct or inducement by the other otherwise than as set out in this Agreement.

18.9 Events Beyond Control

The parties' obligations under this Agreement (other than an obligation to pay money) are suspended for the duration of and to the extent they are affected by the Unforeseen Event.

18.10 Governing Law

The laws of the State of Queensland, Australia govern this Agreement. The parties submit to the non‑exclusive jurisdiction of courts exercising jurisdiction in the State of Queensland.

18.11 Interpretation

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

(a) a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;

(b) any reference to a trustee includes any substituted or additional trustee;

(c) "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;

(d)where a term is defined, other grammatical forms of that term will be taken to have the same meaning;

a word which suggests one gender includes all other genders and no gender;

(e) headings are for convenience and will not affect interpretation;

(f) words in the singular will be taken to include the plural and also the opposite;

(g) "$" means the Australian dollar;

(h) a reference to a document will be to that document as updated, varied or amended;

(i) a document referenced by the Agreement will not take precedence over the referencing document;

(j) when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;