FaceMe Terms Of Service

These Terms set out FaceMe’s rights and obligations as a service provider and your rights and obligations as a customer.

The FaceMe Services will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the FaceMe Services. FaceMe reserves the right to change these Terms at any time, effective upon the posting of modified terms on the Website and FaceMe will make reasonable efforts to communicate these changes to you via email or notification via the Website. It is likely that these Terms will change over time. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the Website.

1.   Acceptance

By subscribing to the FaceMe Services, you accept, and agree to be bound by, these Terms.  By continuing to access and use the FaceMe Services following any change to these Terms, you accept, and agree to be bound by, the changed Terms.

On your acceptance, these Terms constitute an agreement between FaceMe Limited (FaceMe) a New Zealand owned business, company number 3130545, and you, as an authorised user of the FaceMe Services.  FaceMe's registered physical address is: Level 1, Q4 Smales Farm, 74 Taharoto Road, Takapuna, Auckland. If you are using the FaceMe Services on behalf of another person (e.g. a company), you represent and warrant that you are authorised to accept and bind that other person.

Note: FaceMe Limited will be the name that appears on all customer statements, except where the FaceMe Services are invoiced by a reseller or distributor.

2.   Definitions

In these Terms:

Account ID means a unique name and/or password allocated to you (or a member of your personnel) to allow you to access the FaceMe Services

Content means all data, content, and information (including personal information) owned, held, used or created by you (or a User) or on your (or a User’s) behalf that is transmitted or stored using, or input into, the FaceMe Services

FaceMe Content means visual, audio and other material, including text, graphics, artwork, logos, icons, sound recordings, videos and the look and feel, displayed or made available by FaceMe, its advertisers or other authorised third parties, to you via the FaceMe Services or the Website

FaceMe Services means the services provided by FaceMe to you as referred to in clause 4

FaceMe means FaceMe Limited, the entity described in clause 1

including and similar words do not imply any limit

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity

Moderator means a single individual of your personnel who is authorised to access and use the FaceMe Services to moderate and manage meetings on your behalf under clause 6

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, potentially harmful or unlawful in any way

personal information means information about an identifiable individual

Quotation means the quote provided by FaceMe or by a FaceMe reseller or distributor to you for your use of the FaceMe Services, and signed by you

Terms means these terms and conditions titled FaceMe Terms of Service

Underlying Systems means any IT solutions, systems and networks (including software and hardware) used to provide the FaceMe Services, including any third party solutions, systems and networks

User means a user who accesses and uses the FaceMe Services through or as a result of your rights of access and use of the FaceMe Services

Website means the website at www.faceme.com

you means you or, if you are acting on behalf of another person, both you and the other person on whose behalf you are acting.

3.   Trial Period

Where you have opted to access and use the FaceMe Services for a free trial period then these Terms apply to your access and use during the trial, except as varied in this clause 3.  FaceMe will provide the FaceMe Services to you for the period notified to you.  No charges are payable for your use of the FaceMe Services during the trial period.  To avoid doubt, charges are payable if you choose to access and use the FaceMe Services following expiry of the trial.  Nothing in these Terms imposes any obligation on you to subscribe to the FaceMe Services following the trial.  Nothing in these Terms imposes any obligation on FaceMe to provide the FaceMe Services (or any services) to you following the trial, or to offer the same features in any services as those made available to you during the trial.

4.   FaceMe Services

The FaceMe Services are owned and operated by FaceMe. The FaceMe Services are described in more detail on the Website and include the following:

A.FaceMe:     Multi-party Video Conferencing tools

B.FaceMe:     Web & Audio conferencing tools

C.FaceMe:     Virtual Agent and Avatar tools

D.FaceMe:     Computer Vision & analytics tools

E.FaceMe:     Screen share and share file tools

FaceMe reserves the right to terminate or modify the whole, or individual features, of the FaceMe Services from time to time and it will make reasonable efforts to communicate these changes to you via email or notification via the Website.

Local city "dial in" numbers may be provided by FaceMe to enable you and your Users to access and use the FaceMe Services but are not available in all areas.

 

5.   FaceMe Services Categories

1.     FaceMe Meetings – Concurrent Meeting (VMR)

2.     FaceMe Connect – Per Port

3.     FaceMe Connect – Per Kiosk

4.     FaceMe Eeva – Virtual Agent Conversation (VMR)

5.     FaceMe Eeva – Per Kiosk

 

6.   Moderators and other Users

You may authorise any member of your personnel to be a Moderator, but you must provide FaceMe with each Moderator’s name and other information that FaceMe reasonably requires in relation to that individual.  Each Moderator account must be for a single individual employed by your organisation.

You must procure compliance with these Terms by each Moderator and any other User.

A breach of any of these Terms by a Moderator or any other User is deemed to be a breach of these Terms by you. You, and each of your Moderators or Users to whom FaceMe issues an Account ID, must (i) keep that Account ID secure, (ii) not permit any individual to use that Account ID other than the individual to whom it was issued, (iii) not disclose that Account ID to any other individual, and (iv) immediately notify FaceMe if you become aware of any unauthorised use or disclosure of that Account ID by sending an email to support@faceme.com

7.   Payments and Charges

FaceMe offers highly attractive loyalty discounts for term contracts. [Contact FaceMe at sales@faceme.com for more information.]

You must pay the charges for your use of the FaceMe Services as set out in the Quotation. You are responsible for the payment of any local applicable taxes (including goods and services tax on any taxable supplies) and duties in addition to the charges.  If you are on a fixed term plan, the amount of the charges is fixed for the then current term.

Payment terms are to be agreed on purchase. If you fail to pay any amount by the due date,  FaceMe may place your account on ‘stop credit’ and cease the supply of the FaceMe Services to you until such time as your account is brought back up to date. FaceMe will give you at least 5 days’ notice before such action takes place.

8.   Intellectual Property

Other than Content, title to and all Intellectual Property Rights in the FaceMe Services, the Website, the FaceMe Content and all Underlying Systems is and remains the property of FaceMe (and its licensors).  You must not dispute that ownership or the validity of those Intellectual Property Rights.

As between you and FaceMe, title to, and all Intellectual Property Rights in, Content remains your property.  You grant FaceMe a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of its rights and performance of its obligations under these Terms.

If you provide FaceMe with ideas, comments or suggestions relating to the FaceMe Services (together feedback), all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works of the FaceMe Services, the Website, FaceMe Content or the Underlying Systems), are owned solely by FaceMe, and FaceMe may use or disclose the feedback for any purpose.
Except as expressly provided herein, you do not have any express or implied right to use the FaceMe Services. You must not (i) resell or make available the FaceMe Services to any other person, or otherwise commercially exploit the FaceMe Services, (ii) copy, frame, modify, make derivative works of, make available or communicate all or any part of the FaceMe Services, the Website, the FaceMe Content or the Underlying Systems except as expressly authorised or to the extent necessary in the normal course of operation for you to access and use the FaceMe Services for the contemplated purpose, or (iii) decompile or reverse engineer any software comprising the FaceMe Services or the Underlying Systems except to the extent expressly permitted by law that cannot be excluded by these Terms.

FaceMe's trade marks, corporate names, trade names, domain names, logos, and service marks ("marks") are FaceMe’s property. You may not use those marks without FaceMe’s prior written consent.

9.   Conduct

You are solely responsible for all Content transmitted, input or stored by, for or to you in connection with your use of the FaceMe Services, and for all activity with respect to your account, including any unauthorised use by any person.

In connection with your use of the FaceMe Services, you shall (i) maintain and update all information you are required to provide to FaceMe, (ii) use the FaceMe Services only for your internal business purposes and in compliance with applicable local, state, federal, and international law, (iii) comply with all regulations, policies and procedures of websites or networks connected to the FaceMe Services, (iv) not impersonate another person or misrepresent authorisation to act on behalf of others or us, and (v) correctly identify the sender of all electronic transmissions. 

You shall not use the FaceMe Services (i) in a manner, or to display, transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading, (ii) to encourage criminal conduct, conduct that could give rise to civil liability, or otherwise breach any applicable local, state, national or international law or regulation, (iii) to gain or attempt to gain unauthorised access to other data or computer systems, (iv) to attempt to undermine the security or integrity of the FaceMe Services or the Underlying Systems, or (v) to interfere with any other person's use and enjoyment of the FaceMe Services.

10.  Privacy, Content and Disk Space

Our use of any personal information you provide is governed by FaceMe’s privacy policy available at www.faceme.com (“Privacy Policy”). The Privacy Policy may be amended from time to time and is incorporated by reference into these Terms.

The maximum disk space allocated per customer for file uploads and storage of Content into the FaceMe libraries on FaceMe supplied server hardware or Cloud infrastructure are:

1.     10GB per customer tenant, unless otherwise agreed.

FaceMe uses all reasonable efforts and best industry practices to back-up and protect your Content (within the maximum disk space allowance), including a daily system data back-up regime, but does not make any guarantee that there will be no loss of Content.  You must keep separate back-up copies of all of your Content. FaceMe expressly excludes liability for loss of data (including Content) no matter how caused.

On termination of your access and use of the FaceMe Services for any reason, FaceMe will retain your Content for a period of 6 months unless you request deletion of that Content.  Unless you have previously requested deletion, at any time prior to 6 months after the date of termination, you may request a copy of your Content stored using the FaceMe Services. Your access to that Content is contingent on full payment of FaceMe’s standard access fees.

You acknowledge and agree that to the extent that Content contains personal information, in collecting, holding and processing that information through the FaceMe Services, FaceMe is acting as your agent for the purposes of the New Zealand Privacy Act 1993 and any other applicable privacy law.

You must obtain all necessary licences, authorisations and consents, including consents from any relevant individual, to enable (i) you and your personnel to use the FaceMe Services, including to use, transmit, store and input Content into, and process and distribute Content through, the FaceMe Services, and (ii) FaceMe and its personnel (including any third party service providers on which FaceMe depends in order to provide the FaceMe Services) to access, collect, use, hold and process Content (including personal information) to perform FaceMe’s obligations and exercise its rights under these Terms.

If subscribing to FaceMe cloud provided services, You agree that FaceMe may store Content (including any personal information) in secure servers within the FaceMe Global Cloud Network and may access that Content from time to time.

FaceMe does not undertake to monitor or moderate any Content.

11.  Disclaimer of Warranties

Use of the FaceMe Services is at your own risk.
Although FaceMe uses its best efforts to provide a high standard of service, the FaceMe Services are provided on an “as is” and “as available” basis.  To the maximum extent permitted by law, FaceMe expressly disclaims all conditions, guarantees and warranties of any kind, whether expressed or implied, including, but not limited to any warranties of merchantability, fitness for purpose, and non-infringement of third party rights.

Without limiting the previous part of this clause, FaceMe makes no warranty that the FaceMe Services will meet your requirements or that the FaceMe Services will be uninterrupted, timely, secure or error free. FaceMe does not guarantee any specific result from using the FaceMe Services, the accuracy or reliability of any information obtained through the FaceMe Services, or that defects in the FaceMe Services will be corrected. 
FaceMe assumes no responsibility for the deletion of or failure to store or deliver Content.

12.  Limitation of Liability

To the maximum extent permitted by law, FaceMe shall not be liable under or in connection with these Terms or the FaceMe Services for any direct, indirect, incidental, special or consequential damages (even if FaceMe has been advised of the possibility of such damages), for any loss of profit, revenue, savings, business, use or goodwill, for the loss, unauthorised access or alteration of data (including Content),  or the cost of procuring any substitute goods and services. 

To the extent that FaceMe is unable to exclude its liability under these Terms, its maximum aggregate liability under or in connection with these Terms or relating to the FaceMe Services, will not in any year exceed an amount equal to the total charges paid by you relating to the FaceMe Services in the previous year (which in the first year is deemed to be the total charges paid by you from the day that FaceMe first provisions the FaceMe Services to you to the date of the first event giving rise to liability).

13.  Force Majeure

FaceMe shall not be responsible for any delay or failure under or in connection with these Terms or in relation to the FaceMe Services that results from causes beyond its reasonable control, whether or not foreseeable by any party.

14.  Indemnification

You shall indemnify, defend, and hold FaceMe, its parents, subsidiaries, affiliates, officers, directors, and employees free and harmless from any and all claims, costs, damages, and expenses (including but not limited to reasonable attorneys' fees), which arise from or are related to any act or omission by you, your personnel or a User in connection with the use of the FaceMe Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to a breach of these Terms, a breach of any applicable law, rule, or regulation, or any infringement of any Intellectual Property Rights or other rights of any other person. This shall survive termination of your rights of access and use of the FaceMe Services.

15.  Consumer Guarantees

You warrant and represent that you are acquiring the right to access and use the FaceMe Services 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 the FaceMe Services or these Terms.

16.  Upgrades and Downgrades

Subject to your payment of any additional applicable charges, you may upgrade your FaceMe Services package at any time.  You may downgrade your FaceMe Services package at any time without penalty however if you are subscribed to a fixed term at the time of the downgrade, a new 24 month fixed term will apply from the date of the downgrade. 

17.  Term, Termination and Suspension

If you have subscribed to a fixed term plan, FaceMe will provide the FaceMe Services to you for the 12, 24 or 36 month term as authorised by you. The fixed term will be extended 12 months beyond that initial term if no written notice to terminate is provided from you at least 30 days prior to the expiry of that 12, 24 or 36 month term. You may terminate the FaceMe Services at any other time by giving FaceMe 30 days’ prior written notice, provided that early termination fees apply if you terminate the FaceMe Services within that 12, 24 or 36 month term or within any new 24 month fixed term that applies under clause 16

Early termination fees are calculated according to the formula: 

  • early termination fee = C x A 

Where:

  • C = monthly fee applicable for your fixed term plan
  • A = number of remaining months of the Initial Term

If you have not subscribed to a fixed term plan, FaceMe will provide the FaceMe Services to you on a monthly basis until you or FaceMe give 30 days’ written notice of termination.

On termination of the FaceMe Services, FaceMe will cease providing the FaceMe Services to you, and all amounts which you owe to FaceMe will immediately become due and payable.  FaceMe shall not be liable to you or any third party, or responsible for any charges or any other expense incurred with respect to the termination.

FaceMe may terminate the FaceMe Services immediately on notice if you are in breach of these Terms or you become insolvent, liquidated or bankrupt, have an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, become subject to any form of insolvency action or external administration, or cease to continue business for any reason.

Without limiting any other right or remedy available, FaceMe may restrict or suspend your, or any User’s access to the FaceMe Services where you or that User (as applicable) (i) undermines, or attempts to undermine, the security or integrity of the FaceMe Services or any Underlying Systems, (ii) uses, or attempts to use, the FaceMe Services for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the FaceMe Services, or (iii) has otherwise materially breached these Terms (in FaceMe’s reasonable opinion).

FaceMe will notify you if it restricts or suspends your access or access of any member of your personnel. 

18.  Dispute Resolution

The parties agree to use their best efforts to resolve any dispute that may arise in connection with these Terms or the FaceMe Services through good faith negotiations.  No party shall commence any arbitration or litigation in relation to these Terms or the FaceMe Services unless it has first invited the chief executive of the other party to meet with its own chief executive for the purpose of endeavouring to resolve the dispute on mutually acceptable terms.

Any dispute arising under these Terms or in relation to the FaceMe Services which cannot be settled by negotiation between the parties or their respective representatives shall be submitted to mediation before commencing any litigation.  Either party may initiate mediation by giving written notice to the other party.  If the parties cannot agree on a mediator within seven days of the notice, then the mediator will be selected independently.

The parties shall continue to perform their obligations under these Terms as far as possible as if no dispute had arisen pending the final settlement of any matter referred to mediation.  Any dispute arising under these Terms or in relation to the FaceMe Services which are not resolved within 30 days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration in New Zealand. The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. 

19.  Miscellaneous

These Terms do not provide any person or entity that is not a party to the agreement governed by these Terms with any remedy, claim, liability, reimbursement, or cause of action or create any other third party beneficiary rights.

If any provision of these Terms is determined by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or invalid, then such provision shall be modified to the extent necessary to remedy the illegality, unenforceability or invalidity and the other provisions shall remain in full force and effect.

If FaceMe needs to contact you, it may do so by email or by posting a notice on the Website.  You agree that this satisfies all legal requirements in relation to written communications.

The agreement governed by these Terms (i) constitutes the entire agreement between FaceMe and you, (ii) supersedes all prior agreements between the parties regarding the subject matter contained herein, and (iii) may be modified or amended only in the manner expressly set forth herein or in writing signed by both parties. FaceMe’s failure to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by FaceMe in writing and signed by one of its authorised management representatives.

FaceMe may at any time and from time to time assign its rights and delegate its duties without your prior consent. You may not assign your rights to any other person without our prior written consent.

These Terms are governed by, and must be interpreted in accordance with, the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms or the FaceMe Services.