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Terms

© Copyright 2017 Dexibit Limited. All rights reserved.

Welcome to Dexibit, an analytics software as a service for cultural institutions. Dexibit means Dexibit Limited and all current and future global subsidiaries of Dexibit Limited, including, without limitation, Dexibit Inc. (United States).

Images credit Kieren Scott, David Straight, Chris Sisarich and Chris Williams via NZ Story.

Trade mark notices

Dexibit is a trademark of Dexibit Limited, registered in the U.S. and other countries. All rights are reserved.

Bluetooth is a trademark of Bluetooth SIG, Inc., a Delaware corporation. Apple, the Apple logo, iPhone, iPad and iPod touch are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc. Google Play is a trademark of Google Inc. Microsoft and Windows Store are trademarks of Microsoft. All other marks are property of their respective owners.

What we ask from you

To be respectful of visitor privacy, in using Dexibit we ask in particular you abide by our terms plus three golden rules:

#1. Only collect what you need

We recommend only collecting data pertaining to visitors where this data is being actively used for analysis and decision making. Data should be kept for analytics purposes only. We recommend providing ways for your visitors to access the venue, its collection and content without requiring the disclosure of personal or private information and only requesting access to this data as an optional addition.

#2. Be clear on privacy policy and offer transparency around your data where possible

Please respect the individual privacy of visitors. We recommend you offer a clear and easy to understand privacy policy, both onsite prior to entry and online via the website or other digital channels, providing transparency around how analytics is being used in the organization. We recommend only using secure methods of communicating personal or private information and ask that you never email Dexibit personally identifiable information about your visitors.

#3. Don’t be creepy

Dexibit aligns with the Mobile Location Analytics Code of Conduct and requires any use of its data to be consistent with the principles of this code. Within the venue, this includes using the industry standardized location analytics symbol and the language “To learn about the use of customer location and your choices, visit www.smartstoreprivacy.com.” We prohibit any attempt to use location analytics to identify a particular individual or trying to reidentify data that has been deidentified to protect visitor privacy.

Our terms

These terms and conditions, together with our privacy policy and any order form agreed between us, govern our supply and your use of our products and services, including any beta use, free trials, proof of concepts or piloting. If there is any inconsistency between these terms and an order form or other document we have agreed with you, these terms prevail. These terms and your order form(s) set out all of the terms applicable to our supply of our products and services and replace any statements or proposals not contained in them, or other terms of yours that you may have proposed. By registering for or using our products and services you agree to these terms. If your use is on behalf of a company or other legal entity, your agreement represents your authority to bind that entity to these terms. These terms were last updated 20th July 2017. We reserve the right to change these terms from time to time by publishing a revised version on our website. The most up to date version of these terms, and any amendments, will apply from the date we accept your order and your subscription commences, until the termination or expiry of your subscription.

Beta use or trials, including paid proof of concept and pilot periods

If you register with us for a beta program or trial, we will provide you with the appropriate products and services until your trial expiry. You will not be obliged to continue with the service if you provide us with a cancellation notice to info@dexibit.com prior to the trial expiry date. Any hardware accessory products purchased outright as part of your trial are yours to keep. We will not refund hardware accessory products if you choose not to continue with the service after your trial. Any other products loaned to you for trial purposes must be returned to Dexibit promptly within 30 days of the conclusion of your trial or will be invoiced the month following. No warranties apply while you are using our products and services on a trial basis, including a paid proof of concept or pilot. During any trial period, including a paid proof of concept or pilot, your use will be for non production, evaluation purposes only and we do not accept any liability to you for loss of any kind arising, except to the extent that we are required to do so by law. We reserve the right to cancel a trial at any time. We may decide to discontinue a beta release at any time.

Your purchased products and services

We will provide you with the appropriate products and services per your order form, including support where selected. We grant you the right to access and use our service per your subscription, and subject to any limits or other restrictions set out in these terms or that we notify you of from time to time. You will be responsible for managing the use of our service by users you invite to access the system on your behalf, including the security of your passwords. You must inform us immediately of any unauthorized use or any other breach of security. If you use the system on behalf of another entity, you must be authorized by that entity to do so. We will endeavour to make these services available to you online 24 hours a day, 7 days a week except if we advise you in advance of a planned downtime or if we encounter a problem beyond our reasonable control, such as an act of God, but give no warranties in respect of availability, as set out below.

Your content, responsibility and security

You will retain ownership over all content, information and data that you upload to the service or otherwise physically provide us with in connection with the service, however you grant to us a perpetual, royalty free licence to process, store and otherwise use that data in order to provide your services, including the use of data in creating insights and the use of aggregate data in benchmarking and other research. You agree we may store Data (including any personal information) in secure servers in the United States and New Zealand from time to time. Your access to the content, information and data is contingent on full payment of the fees when due.

You are fully responsible for that content and data, including for ensuring the accuracy, integrity and legality of your data, privacy policies and legal compliance, and testing the display of your data to the end user. You are responsible for making sure you have the right to use text, image, video, document and other content that you add to your Dexibit service and abide by all copyright laws and other legal requirements. We will not perform checks on your data or content in the ordinary course, but if we become aware that your content, information or data infringes or is alleged to infringe any third party rights or breaches any other law, we may remove it from our systems. You agree to indemnify us (including our related companies, personnel and contractors) against any third party claim alleging that your content, information or data breaches that third party’s intellectual property rights or is otherwise unlawful.

We will put in place reasonable measures to protect the safety of your data that is held by us, including:

  • using your data only to the extent necessary to provide the products and services, or for ay other purpose related to the provision of services to you
  • taking reasonable measures to prevent loss, unauthorized access or damage to your data
  • keeping your data confidential and not disclosing it to or allowing access by any other person, except as required by law
  • only allowing our personnel to access your data as appropriate for the performance of our services
  • notifying you if we become aware of any misuse of your data
  • taking reasonable efforts to ensure our software accords with common security practice
  • securely disposing of your data from our software, if instructed in writing by you, once it is no longer required for the purposes of the provision of the services

You must maintain your own copy of all content, information and data inputted into Dexibit. Dexibit adheres to its best practice policies and procedures to prevent data loss, including daily system back ups, however does not make a guarantee that you will not lose your data. Dexibit expressly excludes liability for any loss of data or damage to data, no matter how it was caused. If you do not purchase a plan by the trial expiry, or your purchased plan does not cover the applicable functions of your trial data, or you choose not to renew your subscription, we may delete your data from our systems without retaining a copy and you will need to copy your data from the system before that date or your data will be lost. We may retain a copy of your data following cancellation or a failure to purchase or renew your subscription and reserve the right to process, store and otherwise use that data, including the use of aggregate data in benchmarking and other research. We reserve the right to archive historic data, which may impact the responsiveness of retrieving data that is more than 12 months old.

Your usage

Your use of our products and services is subject to usage limits and scaling factors identified. These quantities as per your order form may apply to the number of your users, visitors, devices, data size or number and frequency of calls to Dexibit’s application programming interface. If your usage exceeds these limits by 10% or more, you will need to reduce your usage or place an additional order for the overage. We will take reasonable steps to warn you of an upcoming overage. We reserve the right to charge you additional fees and charges for usage that exceeds any agreed limits.

Your responsibilities

You are responsible for ensuring that your use of our products and services complies with applicable laws, including the laws around privacy, positioning, WiFi and Bluetooth technology use in your country. You must set up a user account and login in order to use our services. You are responsible for the accuracy of all content, information and data provided to us in connection with your account, for procuring any consents required from individuals that you provide us with information about and for the security of your account and login details. If we provide you with information relating to individuals who are using the Dexibit app to access your data and content, you agree to comply with our reasonable instructions and all applicable laws in respect of that information.

You are responsible for the safe operation, storage and transit of hardware accessory products from the time they are delivered to you, and accordingly we will not be responsible or liable to you or any third party for any loss or damage caused by misuse or negligence or otherwise in respect of these products after they are delivered to you. Please note in this regard that our hardware accessory products emit a signal and contain a lithium battery. Lithium batteries are classified as dangerous goods and need to be handled with care.

Fees

You will pay the fees and charges applicable to the products and services we provide to you as per your order. You subscription will commence immediately following contract, or as otherwise agreed upon in writing. You acknowledge that your onboarding process will occur over time following the commencement of your contract. Any charges invoiced are due within 30 days. If your invoice is more than 30 days overdue, we may suspend or terminate your services. Our fees exclude all taxes and are non refundable, except as expressly stated. You are responsible for the payment of all taxes and duties in addition to the fees.

No warranties for the Dexibit service

Our hardware accessory products are supplied with a warranty that the battery and hardware will perform in accordance with their specifications and be free of material defects, which is limited to 1 year from the date of delivery to you. Your sole remedy in the event of a breach of that warranty is that we will replace your hardware accessory product if the battery or hardware fails within this 1 year period. We will not replace units that have been used or stored improperly; damaged due to negligence or accident or problems caused by water, humidity or power surges or if you change the firmware or settings. Do not immerse in water.

We exclude all other express or implied representations, conditions, warranties and guarantees in relation to our products and services not expressly set out in these terms. Without limiting the foregoing, Dexibit does not warrant that the system or services will meet your requirements or that it will be suitable for any particular purpose. To the maximum extent possible, Dexibit excludes all liability and responsibility to you or any other person in contract, tort (including negligence) or otherwise, for any loss (including loss of information, data, profits and cost savings), or damage resulting directly or indirectly from any use of or reliance on Dexibit.

You confirm that you are acquiring our products and services for the purposes of a business as defined in the Consumer Guarantees Act 1993, and that therefore that legislation does not apply. We do not warrant our service will be uninterrupted or error free. This includes the receipt of data from third party providers where we are reliant on their services, such as third party integrations.

Through the use of web services and application programming interfaces, Dexibit interoperates with a range of third party service features. We do not make any warranty or representative on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation. Data received from third parties will be subject to the third party’s terms, which may include the provision of additional hardware or software, or the payment of additional license or service fees, which will be your responsibility to procure. If we set up an integration on behalf, you acknowledge this automatically involves acceptance of the third party’s terms and you agree to their acceptance on your behalf. You acknowledge that Dexibit may link or include to third party websites or feeds that are connected or relevant to the service. Any link does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

We are not responsible and accept no liability for any issue with your access to the service arising from Internet access issues, WiFi connectivity or the failure of third party data provision or hosting services.

Your use of Dexibit may include presence data and insight sourced via WiFi using MAC address detection and this data is subject to the impacts of MAC randomization by some operating systems, may differ between devices and is dependent on the user having WiFi turned on. This data should be used as a rough guide and Dexibit is not responsible and accepts no liability for any inaccuracies arising from this data.

Indemnification

We will indemnify you against any third party claim alleging that your use of our products and services in accordance with these terms and for the purposes anticipated by these terms infringes that third party’s intellectual property rights, provided that you give us notice of the claim as soon as possible, permit us to handle all negotiations for settlement and control and direct any litigation that may follow and fully co-operate with us in respect of the claim.

Liability

To the maximum extent permitted by law, we exclude all liability and responsibility to you in contract, tort or otherwise for any loss or damage arising under or in connection with these terms and your use of our products or services. To the extent that we cannot lawfully exclude our liability, our aggregate liability to you in any 12 month period shall not exceed the amount of the fees and charges paid by you to us over that 12 month period. We exclude all liability to you for any consequential, indirect, punitive, special or incidental losses or damages and for any loss of profits, revenue, business, reputation, data or anticipated savings. These exclusions and limits do not apply to the indemnity we give you in respect of third party infringement claims.

Governing law and jurisdiction

These terms are governed by New Zealand law and any disputes will only be pursued in the jurisdiction of the courts of New Zealand.

Intellectual property

The Dexibit website, system, app, instrumentation data, original analytics, forecasts, insight, intelligence, reports and all intellectual property rights in the services and service documentation are the property of Dexibit or its licensors. You have no right to use them except as necessary to use our products and services in accordance with these terms.

If you provide us with ideas, comments or suggestions relating to Dexibit, all intellectual property rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us and we may use or disclose the feedback for any purpose.

Confidentiality

Each party will preserve the confidentiality of all confidential information obtained from or in relation to the other party under these terms and will not use or disclose that confidential information without the other party’s written consent, except as required by law.

Renewal and termination

Your subscription is for the period specified in your order form, unless terminated earlier in accordance with these terms. It will automatically renew for a further subscription term (of 12 months or such other period as is specified in your order form) unless cancelled in writing to info@dexibit.com at least 30 days prior to the expiry date. Either party may terminate this agreement immediately in writing on notice if the other party is in material breach of these terms (and in the case of a breach which can be remedied, the breach is not remedied within 30 days) or becomes insolvent. We may also terminate the service at any time for any or no reason on 30 days’ notice, in which case you will be refunded any fees or charges you have already paid for the remaining subscription term. Your right to use our products and services ceases immediately on termination of your subscription, The terms of this agreement relating to confidentiality, liability, indemnities, intellectual property rights and governing law will survive termination.

Publishing of content and marks

By using the Dexibit system, you agree and consent to any content and marks you enter for public display purposes to be published to the Dexibit application and for your organisation’s use of Dexibit to be referenced.

When you may not use our products and services

You acknowledge that your right to use our products and services is subject to certain restrictions. You may not:

  • subscribe to or use our products or services for any purpose if you are a competitor of Dexibit who provides analytics or cultural institution management systems, especially including location based technology;
  • modify, copy, reproduce or reengineer any part of the Dexibit system;
  • do or attempt to do anything which would undermine the security or integrity of the Dexibit system and not use or misuse the system in any way which may impair the functionality of the system or the ability of any other user to use the system;
  • use Dexibit for any illegal purposes; or
  • gain or attempt to gain unauthorised access to any part of the Dexibit system, including the content, information and data of any other user.