Last updated 28 February 2022

Welcome to Atomic!

These are our terms of use (“Terms”)

Atomic is a software as a service product implementation system provided by Atomic.io Limited (New Zealand
Company Number 4917919) (“us”, “we”) at atomic.io (“Atomic”).

By creating an account and accessing Atomic, you consent to be bound by and become a party to these Terms and to be responsible for payment of the Fees.

Where you are using Atomic on behalf of, or at the invitation of an organization, you represent and warrant that you are authorized by that organization and its affiliates, to enter into these Terms and to bind that organization, in which case the terms “you”, “your” of “the Customer” shall refer to such entity and its affiliates. If you do not accept these Terms, you should not use Atomic.

Our Privacy Policy applies to the handling, storage, and use of personal information that you, via your Authorized Users, submit to us and forms part of these Terms. You should read our Privacy Policy carefully. You will be taken to have agreed to that Privacy Policy when you create an account to use of Atomic.

“Content” means anything you enter or upload into Atomic.

We can amend these Terms

We can amend these Terms at any time to better reflect changes to laws, regulatory requirements and/or enhancements to Atomic. Amendments will be effective immediately when posted on Atomic. You are responsible for ensuring you are familiar with the latest Terms. By continuing to use Atomic, you agree to be bound by the Terms as amended (whether or not you have received any amendments). You can always find the current version of the Terms here: Atomic Terms.

We grant you the right to use Atomic

We grant you a non-exclusive, non-transferable and worldwide right to access and use Atomic for the term solely for your internal business operations and subject to these Terms.

Authorised Users and different roles within an account

The Customer may permit Authorized Users to access and use Atomic.

The Customer is responsible for:

• identifying all Authorized Users;
• identifying a subset of Authorized Users to be designated as Team Owners;
• controlling against unauthorized access by Authorized Users;
• ensuring Authorised Users use Atomic in accordance with the Customer’s policies;
• maintaining the confidentiality of Authorized Users names, passwords and account information; and
• all activities that occur under Authorized Users’ usernames, passwords or the Customer’s account and otherwise as a result of the Authorized Users’ access to Atomic, whether or not authorized by the Customer.

Where a Team Editor requests to delete their account, control over any Content they have created whilst a member of a team will be transferred to the Team Owner.

How you should use Atomic

• You agree to only use Atomic in a way that complies with all applicable laws and regulations, that does not infringe our rights, other users’ rights, or any third party rights and that does not inhibit or restrict other users’ enjoyment of Atomic.
• Without limiting the ‘Authorised Users and different roles within an account’ clause above, in particular, you agree not to:
  • damage or harm Atomic, or any underlying or connected network or system;
  • use a harvesting bot, robot, spider, scraper, or other unauthorized automated means to access Atomic or content featured on it for any purpose;
  • introduce any malicious software, Content or code to Atomic that is harmful;
  • do anything that could disable, overburden, or impair the proper working of Atomic, such as a denial of service attack;
  • use Atomic to do anything unlawful, misleading, malicious, or discriminatory;
  • facilitate or encourage any violations of these Terms;
  • upload, post or use any Content on Atomic (or use Atomic to transmit any communication) which is in our view illegal, obscene, defamatory, threatening, infringing of intellectual property rights, invasive of privacy or otherwise objectionable;
  • send or otherwise post unauthorized commercial communications (such as spam) on Atomic;
  • engage in unlawful multi-level marketing, such as a pyramid scheme on Atomic;
  • solicit log-in information or access an Atomic account belonging to someone else;
  • bully, intimidate, threaten or harass any user of Atomic;
  • adapt, reproduce, modify, reverse-engineer, decompile, distribute, print, display, perform, publish or create adaptations from any part of Atomic; or
  • commercialise, copy or on-sell any part of Atomic.
• or attempt to do any of the above.
• We reserve the right to monitor your use of Atomic (including any Content posted or uploaded to, Atomic) and remove, modify or decline to publish Content, if we, in our sole discretion, consider them to be inappropriate or consider that they otherwise breach these Terms.

Creating an account and fees for using Atomic

• If you wish to use Atomic, you will need to create an account.
• Contact us for the fees charged for having an Account (“Fees”).
• Fees for an Account are payable either by:
  • Credit card: in advance on a monthly basis and are non-refundable.
  • Invoicing: due on or before the 20th day of the month following the period in which the relevant Services were provided.
• Fees are subject to change at any time, however we will give you 30 days’ notice of Fee changes by posting changes on www.atomic.io.
• We will not be liable to you or any third party for any changes to the Fees.
• You are responsible for payment of all taxes and duties in addition to the Fees, and you indemnify and hold us harmless against any claims by any tax authority for any underpayment of any tax or levy, and any penalties and/or interest.

Your Account information

• You warrant that you have provided complete, accurate and current information such as your full legal name and your Team Owners contact details (including email address) when registering for an Account (“Account Information”) and you agree to maintain and promptly update your Account Information to ensure it is kept current at all times.
• We will take reasonable precautions to keep your profile secure and protect it from unauthorized access, however you agree that we are entitled to rely on the authenticity and authority of your username, password and session-specific codes generated by your hardware device to process actions or requests you submit to Atomic and that we may do so without further enquiry. You can visit Atomic Subprocessors for more information.
• You acknowledge that the internet is inherently insecure. You accept the risk that any information stored or transmitted on the internet or through email may be intercepted or subject to unauthorized access or fraudulent behaviour. If you think someone is accessing your Account without your consent or if you would like to report disclosure of your Account Information, please contact us at support@atomic.io.

Our rights to suspend or cancel your Account

We reserve the right to decline to register your Account, limit your activities on Atomic, warn other users of your actions, issue warnings to you, temporarily suspend your Content and Account, and permanently delete your Content and Account immediately if we consider (in our absolute discretion) that you have breached any of these Terms. If you have registered under multiple aliases, all of these aliases will be disabled. If we temporarily suspend or permanently delete your Account, you must not create another Account without our prior approval. No refund or other credit is payable to you on temporary suspension or permanent deletion of your Content and/or Account unless we agree otherwise.

Your rights to cancel or deactivate your Account

• You can cancel your Account at any time by emailing us at support@atomic.io.
• If you cancel your Account before the end of your current prepaid Fees period, your cancellation will take effect at the end of the prepaid period and you will not be charged again. You will not be entitled to a refund for any Fees that you have already paid and cancellation is not effective unless and until no money is owing on your Account.
• If you temporarily de-activate your Account we will retain all of your Content in your Account so that you may restore your Account in the future. You will not be charged while your Account is inactive but you will not be able to access your Content while your Account is inactive.
• If you don’t think you’ll use Atomic again, you can request to have your Account permanently deleted at any time. If you chose to permanently delete your Account, all of your application Content will be permanently deleted and you will not be able to access any of your Content again. It may take up to 90 days for deletion to be fully completed.
• Regardless of whether you choose to temporarily deactivate your Account or permanently delete your Account, we are not liable for any loss or damage following, or as a result of, the temporary deactivation or permanent deletion of your Account if your Content cannot, for whatever reason, be recovered. It is your responsibility to ensure that any Content which you require is backed-up or replicated before you temporarily deactivate or permanently delete your Account.
• Once your Content is deleted it cannot be recovered.

We own Atomic, you own your Content

• We (and our licensors or suppliers, as the case may be) own all intellectual property rights existing in Atomic, including all of the content featured on Atomic (such as text, graphics, logos, icons and sound recordings), all software code underlying and forming part of Atomic and any improvements, enhancements, modifications or adaptions to Atomic.
• The Customer grants to Atomic (and its subcontractors and third party service providers) a non-exclusive right to use, modify, develop, process and transmit Customer Data solely to the extent necessary to provide Atomic in accordance with this Agreement.
• The Customer retains all ownership and Intellectual Property in and related to the Customer’s Data.
• Accounts and all associated Content are subject to your Team Owner’s control. Your Team Owner is able to access, disclose, or remove Content and information in or from an Account. They may also restrict or terminate access of a Team Editor to an Account.
• The Customer acknowledges that when the Customer enables third-party applications for use in conjunction with Atomic, Atomic may allow the providers of those third-party applications to access Customer Content as required for the interoperation of such third-party applications with Atomic. Atomic will not be responsible for any disclosure, modification or deletion of Customer Content resulting from any such access by third-party application providers.

Third party apps and other integrations

The Customer acknowledges that when the Customer installs and uses third-party products (including mobile applications) which interoperate with Atomic, Atomic may allow the providers of those third-party products to access Customer Content as required for the interoperation of such third-party products with Atomic. Atomic will not be responsible for the Customer’s use of those third party products, including any disclosure, modification or deletion of Customer Content resulting from any such access.

Seen intellectual property right infringement on Atomic?

• We take intellectual property rights very seriously and we expect you to do the same. You warrant that any Content you upload, or use in relation to Atomic does not contain anything which breaches any obligations of confidentiality or proprietary rights of any third party and that you hold or are otherwise licensed to use any intellectual property rights in such Content.
• If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through Atomic, please contact us at support@atomic.io.

We welcome your feedback, but you won’t get intellectual property rights as a result

We welcome your feedback and ideas on how to improve Atomic. If you choose to submit your ideas, you agree that we are free to use them without restriction and that you will not have rights to any intellectual property that may be generated as a result.

Third Party Applications

The Customer acknowledges that when the Customer enables third-party applications for use in conjunction with Atomic, Atomic may allow the providers of those third-party applications to access Customer Data as required for the interoperation of such third-party applications with Atomic. Atomic will not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third-party application providers.

Atomic might not always be perfect

• Atomic is provided on an “as is” and “as available” basis and use of it is at your sole risk. We will try to promptly address (during normal business hours in New Zealand) all technical issues that arise in connection with Atomic, however there may be times when Atomic is inaccessible.
• From time to time, we may issue an update to Atomic which may add, modify and/or remove features. We will notify customers prior to any planned event that may cause degradation of system due to changes to internal sub-services within Atomic.
• To the maximum extent permitted by law we disclaim and exclude all implied conditions and warranties. To avoid doubt, we do not warrant that:
  • Atomic will meet your specific requirements;
  • Atomic will be uninterrupted, timely, secure, or error free;
  • the results that may be obtained from the use of Atomic will be accurate or reliable;
  • the quality of any products, services, information or other material purchased or obtained by you through Atomic will meet your expectations; or
  • any errors in Atomic will be corrected.
• To the maximum extent permitted by law, we exclude all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Content, business opportunity, revenue, profits and savings) or damage resulting, directly or indirectly, from your use of, or reliance on, Atomic.
• We may use third party suppliers to provide necessary hardware, software, networking, connectivity, storage and related technology required to provide Atomic. The acts and omissions of those third party suppliers may be outside of our control, and we do not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.
• You warrant and represent that you are acquiring the right to access and use Atomic for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of Atomic.
• In any event, you agree that the total liability of Atomic under or in connection with these Terms will not exceed 6 months fees in any circumstances.

Your obligation to make us good

• You are responsible for all activity resulting from your use of Atomic, your Content, and any breach of these Terms and for the consequences of any such breach, including any loss or damage which we or any third party may suffer. We will have no responsibility or liability to you or to any third party in respect of such breach.
• You indemnify us, and will keep us indemnified, against all forms of loss including any claim, proceeding, demand, costs (including legal costs), damages, loss or expenses which we incur in connection with or arising from your use of Atomic, your Content or your breach of these Terms or any other obligation you may have with us.

Disputes

• Except to the extent you need to contact us to inform us of any breach of these Terms, you agree not to involve, or attempt to involve us, in any dispute or in the resolution of disputes that arise between you and another user.
• If you wish to notify us of any dispute you have with us, you should contact us at support@atomic.io.

This is a legal agreement, so some general provisions apply

• These Terms are governed by New Zealand law, and you submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.
• These Terms, the sign-up page, and our Privacy Policy constitute our entire agreement and supersede all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between us and you, in relation to these Terms or use of Atomic.
• If any provision of these Terms is found by a court or other competent authority to be invalid, unenforceable or in conflict with the law, that provision is limited or eliminated to the minimum extent so that these Terms otherwise remain in full effect.
• If we delay or do not exercise or enforce any right available to us under these Terms, it does not constitute a waiver of those rights.
• The headings used throughout these Terms are provided for your convenience and do not affect the meaning of these Terms.
• You may not assign or transfer any of your rights under these Terms to any other person without our prior written consent.

Contact us

• If you have any questions about these Terms, the practices of Atomic, or if you would like to give us feedback or notice, you can contact us in the following ways:
• Email: support@atomic.io
  Post: Atomic.io Limited, 89 Otaki Street, Miramar, Wellington, 6022, New Zealand.