These Terms were last updated on 28 March 2016.
This update included minor edits to 3.1, 3.2g and 9.1 to clarify your responsibilities when uploading or using content within Atomic.
1.1. Atomic is a software as a service design collaboration system provided by Atomic.io Limited (New Zealand Company Number 4917919) (“us”, “we”) at atomic.io (“Atomic”). Atomic has two types of users,
those who can log into our application where they may be able to create work using the Atomic software and who can comment on their own and others’ work on Atomic (“Account Holders”) and;
those who do not have log in details to Atomic but can view work created by others and browser other areas of the Atomic website without signing in (“Viewers”).
1.2. Whether you are an Account Holder or a Viewer, these Terms apply to your use of Atomic. By accessing and registering with Atomic, the person or organisation entering into these Terms as a user of Atomic, together with all individual users accessing Atomic on that person’s behalf (together, “you”) accept and agree to be bound by these Terms. If you do not accept these Terms, you should not use Atomic.
2. We can amend these Terms
2.1. We can amend these Terms at any time. 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.io/terms.
3. How you should use Atomic
3.1. 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.
3.2. Without limiting clause 3.1, in particular, you agree not to:
or attempt to do any of the above.
3.3. We are not obliged to monitor your use of Atomic (including any comments made on, or content posted or uploaded to, Atomic). However, we may remove, modify or decline to publish comments or content, if we, in our sole discretion, consider them to be inappropriate or consider that they otherwise breach these Terms.
3.4. We appreciate your help in keeping Atomic a safe and enjoyable experience for all users. Please contact us if you have seen any content that you think breaches these Terms at email@example.com.
3.5. You are responsible for all activity resulting from your use of Atomic 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 to you or to any third party in respect of such breach. You indemnify us, and will keep us indemnified, against all forms of liability, action, proceeding, demand, cost, change and expense which we may incur, be subject to or suffer as a result of your use of Atomic.
3.6. Without limiting any other rights and remedies available to us, if we believe you have breached or are in breach of these Terms, we may:
4. Creating an account and fees for using Atomic
4.1. You may access and browse Atomic without creating any type of Atomic account (an “Account”). However, if you wish to use Atomic to create your own work or contribute to work others have created, you will need to register for an Account.
4.2. The fees charged for having an Account are as set out on our Pricing page (“Fees”). To register for a paid Account, you must provide us with a valid credit card number, or your account must paid for as part of another user’s subscription (such as a team subscription or enterprise customer invoice). Fees for subscriptions are charged in advance on a monthly basis and are non-refundable, unless you have been offered annual pricing in advance, which is also non-refundable. 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.
5. Your Account information
5.1. You warrant that you have provided complete, accurate and current personal information such as your full legal name and 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.
5.2. We will take reasonable precautions to keep your profile secure and protect it from unauthorised 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.
5.3. You agree to keep your log in details and password secure and agree not to share your password with anyone else. We will not be liable for any loss or damage if you fail to comply with this security obligation.
5.4. 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 unauthorised 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 firstname.lastname@example.org.
6. Suspending your Account
6.1. We reserve the right to decline to register, temporarily suspend, or permanently delete your Account 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 Account unless we agree otherwise.
6.2. We can temporarily suspend or permanently delete your Account at any time by providing 30 days’ notice of such suspension or deletion.
6.3. You agree that you cannot transfer, sell, lease, lend or trade your Account without our prior written consent.
7. Cancelling a paid subscription, permanently deleting or temporarily deactivating your Account
7.1. You can cancel your paid subscription at any time by following the links on our website or by emailing us at email@example.com.
7.2. If you cancel your paid subscription before the end of your current prepaid 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.
7.3. You can delete your Account at any time by following the links on our website or by emailing us at firstname.lastname@example.org.
7.4. When you request to delete your Account, if you have a paid subscription, you will be asked whether you wish to just cancel the subscription and temporarily deactivate your Account or whether you wish to cancel your subscription and permanently delete your Account.
7.5. If you temporarily de-activate your Account we will retain all of your data and content of your Account so that you may restore your Account in the future. You will not be charged while your Account is inactive but you, and other Atomic users, will not be able to see your design work while your Account is inactive.
7.6. 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 data and content will be permanently deleted and you will not be able to access any of your content or data again. It may take up to 90 days for deletion to be fully completed.
7.7. 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 data or content cannot, for whatever reason, be recovered. It is your responsibility to ensure that any data or content which you require is backed-up or replicated before you temporarily deactivate or permanently delete your Account. Once your data and content is deleted it cannot be recovered.
8. We own Atomic, you own your content
8.1. We (and our licensors or suppliers, as the case may be) own all intellectual property rights existing in Atomic, including all of the content of 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.
8.2. Unless you have received our prior written permission, you agree not to, and will not permit or encourage any third party to:
8.3. We will not access, use, view, reproduce, copy, distribute, modify, translate, display or disclose your content, except as reasonably necessary to operate Atomic in accordance with these terms, or when prior written permission has been given. Actions reasonably necessary to operate Atomic may include (but are not limited to) (a) responding to support requests; (b) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (c) enforcing these Terms.
8.4. For the Atomic software to function, it stores, copies, reproduces, translates and modifies the content you create or post to it. Many of these things occur as a result of user driven actions, but not all. We do not claim ownership of any intellectual property rights in relation to the content that you post to Atomic or that you create using the Atomic software. However for the Atomic software to function, you grant us a non-exclusive, worldwide, royalty-free and sub-licensable right to use, reproduce, copy, distribute, modify, translate, display or disclose the content (and any names and/or avatars under which you post or create such content) solely for the purpose of operating or improving Atomic.
8.5. Subject to these Terms, we grant you a non-exclusive limited licence to use our logo when linking to Atomic. You must comply with any instructions that we may give you from time to time about your use of our logo. Unless you have our express written consent, you must not:
9. Seen intellectual property right infringement on Atomic?
9.1. 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.
9.2. We will investigate all notices of copyright infringement. 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 email@example.com.
10. We welcome your feedback, but you won’t get intellectual property rights as a result
10.1. 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.
11. Atomic links to other services, websites and apps
11.1. Atomic may enable you to access other applications and websites. Even though these applications and websites are accessible through Atomic, they are not owned and controlled by us. Any links to third party websites are provided for convenience only, and the inclusion of any link does not imply that we endorse or verify such websites. Articles or reports by named authors express their own views and do not necessarily reflect the views of Atomic.io Limited. Accordingly, we are not responsible or liable for any loss or damage incurred by you as a result of your access to those applications and websites.
12. Atomic might not always be perfect
12.1. 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.
12.2. From time to time, we may issue an update to Atomic which may add, modify and/or remove features. We will endeavour to let you know about these changes in advance, but these updates may be pushed out automatically with little or no notice.
12.3. To the maximum extent permitted by law we disclaim and exclude all implied conditions and warranties. To avoid doubt, we do not warrant that:
12.4. We will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from the use of, or the inability to use, Atomic.
12.5. 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.
12.6. In any event, you agree that the total liability of Atomic under these Terms will not exceed NZ$100 in any circumstances.
13.1. 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.
13.2. If you wish to notify us of any dispute you have with us, you should contact us at firstname.lastname@example.org.
14. This is a legal agreement, so some general provisions apply
14.1. 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.
14.3. 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.
14.4. If we do not exercise or enforce any right available to us under these Terms, it does not constitute a waiver of those rights.
14.5. The headings used throughout these Terms are provided for your convenience and do not affect the meaning of these Terms.
15. Contact us
15.1. 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:
Post: Level 1, 90 Dixon Street, Wellington, New Zealand 6011