Terms

Protocols Terms and Conditions

1. APPLICATION OF TERMS

1.1 These Terms and Conditions of Service (Terms) apply to your use of the Protocols Limited (we, us or our). We operate the website https://www.protocols.fyi, the mobile application Protocols, as well as related services that enable you (Users) to connect to and manage your Google services, including Google Calendar (Services) as well as any other related products and services that refer or link to these. Prior to accessing and using the Services, you must accept these Terms. By accessing our Services and Website:

  1. you agree to be party to these Terms;
  2. you agree and consent to these Terms and being bound by them; and
  3. you agree that these Terms will be in effect from the first time you access the Services and will remain in effect until terminated.

1.2 If you do not agree to these Terms, you are not authorised to access and use our Services and Website, and you must immediately stop all access to the Services.

1.3 We will update and make changes to these Terms from time to time. Please check these Terms frequently to stay up to date with any changes to these Terms. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use our Services and the Website, you agree to be bound by the changed Terms.

1.4 Our Services utilise application programming interfaces (APIs) provided by Google LLC, Microsoft Corporation, and Apple Inc. to enable connectivity to your calendar. To use our Services you need to authorise our API access.

1.5 While our Services facilitate interactions with Google, Microsoft and Apple products, we are an independent entity, unaffiliated with or endorsed by neither Google, Microsoft or Apple in any capacity. We are solely responsible for our Services and these Terms.

1.6 These Terms were last updated on 14 June 2024.

2. DEFINITIONS

2.1 In these Terms:

AI means Artificial Intelligence.

Fee means the monthly fee required to be paid by you to access the Subscription Services.

Intellectual Property means any intellectual property rights, title and interests (including common law rights and interests) in any jurisdiction including:

  1. patents, trademarks, service marks, copyright, registered designs, trade names, domain names, symbols and logos;
  2. patent applications and applications to register trademarks, service marks and designs; and
  3. confidential information, trade secrets and know-how and rights in tools, techniques, computer program code, databases, data inventions, discoveries, developments, trade secrets, information and logical sequences (whether or not reduced to writing or other machine or human readable form).

Services means access and use of our Website and the Subscription Services.

Subscription Services means the features and functionalities provided by us through our Website and mobile application, which may be offered on a free or paid basis, including but not limited to:

  1. (i) access to creator content;
  2. (ii) calendar integration and management tools;
  3. (iii) data analytics and recommendations;
  4. (iv) user interaction capabilities;
  5. and
  6. (v) other features as may be offered from time to time.

Subscription Term means one calendar months&apos access to the Subscription Services.

Website means https://www.protocols.fyi.

2.2 Interpretation:

In these Terms, unless the context indicates otherwise:

  1. Headings: a clause heading and other headings are for ease of reference only and will not affect these Terms interpretation;
  2. Negative Obligations: any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;
  3. Inclusive Expressions: wherever the words includes or including (or any similar words) are used, they are deemed to be followed by the words "without limitation";
  4. Plural and Singular: where the context permits, the singular includes the plural and vice versa;
  5. Parties: references to any party mean a party to these Terms and include that party&aposs successors and permitted assignees (as the case may be);
  6. Persons: where the context permits, references to a person include an individual, firm, company, corporation or unincorporated body of persons, any public, territorial or regional authority, any government, and any agency of any government or of any such authority;
  7. Monetary Amounts: all monetary amounts are in New Zealand currency; and
  8. Statutory Provisions: references to any statutory provision include any statutory provision which amends or replaces it, and any bylaw, regulation, order, statutory instrument or other determination made under it.

3. SERVICES

3.1 You may use the Services provided you comply with these Terms.

3.2 We reserve the right to modify, amend or cease our provision of the Services, including the Subscription Services, (or any part of them) to you at any time at our sole discretion.

4. YOUR OBLIGATIONS

4.1 You must not:

  1. use the Service or import data into the Services to engage with content or material that is abusive, deceptive, pornographic, obscene, defamatory, slanderous, violent, offensive, constitutes hate speech or is otherwise inappropriate;
  2. use the Service or import data into the Services to engage with content or material that consists of copyrighted material used without the express permission of the owner or material that has been altered so that the copyright, trademark or other proprietary notice has been removed;
  3. violate or otherwise encroach on the rights of others including, but not limited to, intellectual property or privacy rights of others when using the Service or importing data into the Services;
  4. commercially exploit, sell, license or distribute the Services or any data or any products incorporating the results retrieved using the Services;
  5. extract, disassemble, decompile, reverse engineer, translate, creative derivative works or otherwise seek to reveal the operating logic of any part of the Services;
  6. conduct, facilitate, authorise or permit any text or data mining or web scraping for any purpose in relation to the Services, or information featured in it. This includes using:
    1. any automated analytical technique aimed at analysing text and data in digital form to generate information; or
    2. any "robot", "bot", "spider", "scraper", "AI tool" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Services or information featured in it;
  7. use or permit the use of the Services for the purpose of training artificial intelligence technologies to generate text, including technologies that are capable of generating works in the same style as any part of the Services; and
  8. use the Services to derive the source code, underlying ideas, algorithms, structure or organisation, or any similar action, in a manner that facilitates the creation or development of an Application Programming Interface or any functionality of Services.

4.2 In respect of your access to and use of the Services you will comply with all applicable laws, rules and regulations. You must not use or permit the use (whether directly or indirectly) of the Services in a way that attempts to circumvent, or is otherwise inconsistent with, your obligations in (and anticipated by) these Terms or for any illegal, unlawful or otherwise improper purpose.

4.3 You warrant and represent to us that:

  1. you have all rights and licenses necessary or desirable to allow us to use the data you import into our Services, input or transmit the data to us in the manner anticipated for using the Services;
  2. use of your data by us in connection with the provision of the Services will not breach any laws or infringe the intellectual property rights of any person;
  3. you are over 18 years of age or older;
  4. you agree to enter into this binding contract with us;
  5. you are not barred from using the Services under the applicable law of the country where you are located; and
  6. you are not someone who has previously had an account disabled on the Services for a violation of these Terms of Service, any applicable law or any of our policies.

4.4 You understand our Services allow access to your Microsoft, Apple, and Google Accounts via authorized API data scopes, which you must approve for full functionality.

4.5 By using the Services, you acknowledge and agree that:

  1. the AI may generate incorrect, inconsistent, or harmful information;
  2. you assume full responsibility for any actions you take based on AI-generated content; and
  3. Protocols shall not be liable for any damages or losses resulting from your reliance on AI-generated content.

5. DISCLAIMERS AND EXCLUSION OF WARRANTIES

5.1 You agree that the use of the Services is at your sole discretion and risk.

5.2 The Services pull information from other website and publishers and also contain links to other websites or resources, which we do not control (External Websites). Information pulled from or our linking to External Websites does not constitute an endorsement by us, we are simply facilitating your ability to access and use information from third parties. We are providing information from these websites and these links to you as a convenience and you agree that we are not the owners of this material and are not responsible nor liable for the content, information or material derived from any External Websites. Your use of the External Websites is subject to the terms and conditions of use and privacy policies of the External Websites provider.

5.3 Content Disclaimer: We do not endorse, verify, or take responsibility for the accuracy, reliability, legality, or safety of any AI-generated content, including any advice, recommendations, products, or services mentioned. AI-generated content is provided "as is" and any reliance on such content is at your own risk.

5.4 Professional Advice Disclaimer: Any health, medical, financial, or legal information provided by the AI is for general informational purposes only and does not constitute professional advice. The Services are not a substitute for professional advice and you should always consult your own qualified professionals before making any decisions or taking any actions based on AI-generated content.

5.5 We will not disclose or share any of your information, which we have provided to us or granted us access to for the purpose of providing the Services, which you might reasonably expect to be private or confidential in nature (the "Confidential Information") to any person or use the Confidential Information for any purpose other than to perform the Services in these Terms.

5.6 Notwithstanding clause 5.5, we may disclose any Confidential Information:

  1. with your written consent;
  2. to our employees, contractors or agents on a 'need to know&apos basis only, and we must ensure that our employees, contractors or agents are aware of and complies with, the provision of clause 5.5;
  3. if and to the extent disclosure is required by law; and
  4. if the Confidential Information is rightfully received by us from a third party without restriction and without breach of any obligation in these Terms.

6. FEE AND PAYMENT TERMS

6.1 If you sign up to the Subscription Services, you will be required to pay us Fees in accordance with this provision.

6.2 To access the Subscription Services, you will need to provide to us valid, up-to-date and complete credit card details or other valid payment details acceptable to us, and any other relevant valid, up-to-date and complete contact and billing details.

6.3 If you sign up for the Subscription Services and provide us with your credit card or other payment details, you authorise us to bill:

  1. the Fee on the commencement date of the Subscription Service in respect of that Subscription Term; and
  2. subject to cancellation of your Subscription Service by either you or us, on each anniversary of the commencement date of the Subscription Service we will deduct the Fee payable in respect of the coming Subscription Term.

6.4 Subscription Services are reocurring and will automatically renew until cancelled by you or us.

6.5 If we are unable to deduct the Fee for your Subscription Services, we will notify you of this via email and suspend your access to the Subscription Services. We will attempt to make a deduction again within 5 days and if we are unable to deduct the Fees we may cancel your Subscription Services.

6.6 If you cancel your Subscription Services, you will have access to the Subscription Service until the end of your Subscription Term you have paid Fees for.

6.7 All Fees exclude New Zealand goods and services tax (GST) and are non-cancellable and non-refundable.

7. THIRD PARTY MATERIAL

7.1 The Services contain links to other websites or resources, which we do not control (External Websites). Our linking to External Websites does not constitute an endorsement by us, we are simply facilitating your ability to access and seek assistance from third-party service providers. We are providing these links to you as a convenience, and you agree that we are not responsible nor liable for the content of any External Websites. Your use of the External Websites is subject to the terms and conditions of use and privacy policies of the External Websites provider.

8. INTELLECTUAL PROPERTY

8.1 We (and our licensors) own all proprietary and Intellectual Property rights in the Services, (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel). These Terms do not grant us any rights to use the trademarks, logos, or other intellectual property of Google or its affiliates, Microsoft or its affiliates, or Apple or its affiliates.

8.2 For clarity, nothing in these Terms confers on you any right or interest in, or licence or permit to use any of the Intellectual Property Rights in the Services or any other Intellectual Property Rights owned by us or any of our third party licensors or suppliers, other than in accordance with the express terms of these Terms.

8.3 You acknowledge that you will have no interest in any intellectual property which is created, invented, discovered or developed by us using or relying on your use of the Services, and all such Intellectual Property will be owned by us.

9. LIABILITY AND EXCLUSION OF WARRANTIES

9.1 To the maximum extent permitted by law we (including our employees, agents and affiliates) are not liable or responsible to you or any other person and exclude all liability for any harm or damage caused or any actions taken or not taken by you or a third party during, after or as a result of your use of our Services, or any loss under or in connection with these Terms, or your access and use of (or inability to access or use) our Services. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

9.2 Your sole remedy against us is limited to breach of contract and we (including our employees, agents and affiliates) will not be liable to you for any claim for breach of statute or breach of duty in tort (including negligence) or for any claim in equity or otherwise at law. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential.

9.3 Our maximum liability to you under or in connection with these Terms (whether in contract, tort or otherwise), as an aggregate in respect of all events and breaches of these Terms, is limited to $100.

9.4 If you are acquiring the Services for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.

9.5 Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied. This disclaimer includes implied warranties as to merchantability and fitness for a particular purpose.

9.6 We do not warrant that the Website will not have down time or be free from errors, that the Services will meet your requirements, that the Services will be error-free, or that any defects will be remedied.

10. INDEMNITY

10.1 You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

  1. your breach or non-observance of your obligations and the conditions of use of the Services covered in these Terms;
  2. your breach of any law or statute in your use of the Services;
  3. any claims or liabilities arising from your improper use of third-party intellectual property, personal information or other material involving our Services; and
  4. any right or claim by any third party arising from your breach or infringement of their intellectual property rights.

11. PRIVACY

11.1 Our Privacy Policy will apply to your use of our Services.

11.2 Including the information we collect specified in our privacy policy, we may:

  1. collect log files data such as, internet protocol (IP) addresses, browser type, Internet Service Provider (ISP), date and time stamp, referring/exit pages, and the number of clicks;
  2. collect cookies, which are used to store information including visitors' preferences, and the pages on the website that the visitor accessed or visited. The cookies collected may be used by us to improve our Service;
  3. access and use additional meta information related with your use, including the date, time and location of the access. You agree to us having access and use of this information;
  4. use the meta data generated from your use of the Website and Services to improve our Service;
  5. not edit, or disclose any personal information except as required by law or to provide with the Services; and
  6. pass data about you and your use of the Service to advertisers or third parties.

12. MAINTENANCE, TERMINATION AND SUSPENSION

12.1 We may, from time to time, perform reasonable scheduled and emergency maintenance, modifications, and updates related to the Services, which may result in the Website and Services being inaccessible.

12.2 You acknowledge that access to or the functionality of all or part of the Services may need to be paused or suspended during maintenance. To the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the Services resulting from maintenance.

12.3 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, for any reason, we may immediately, without notice, at any time and at our sole discretion suspend or terminate your access to our Services. On suspension or termination, you must immediately cease using our Services and must not attempt to gain further access.

12.4 These Terms will be in effect from the first time you access the Services and will remain in effect until terminated or succeeded.

13. FORCE MAJEURE

13.1 We will not be liable for any delay or failure to fulfil any of our obligations to you under these Terms arising directly or indirectly from any circumstance beyond our reasonable control (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that we shall:

  1. notify you as soon as practicable of the events; and
  2. use all reasonable endeavours to continue to perform our obligations and mitigate the effects of the event.

14. DISPUTES

14.1 You will not commence any court or arbitration proceedings relating to a question, difference or dispute relating to these Terms or the Services (Dispute) unless you have first complied with this section.

14.2 Where any Dispute arises, you (or your representative) and we will negotiate in good faith in an attempt to resolve the Dispute amicably.

14.3 Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect to mediate any dispute in terms of the Resolution Institute standard mediation agreement.

14.4 If the Dispute cannot be resolved by way of mediation, then either party may initiate arbitration in New Zealand.

14.5 Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.

15. GENERAL

15.1 Any problems that occur whilst accessing the Website or the Services should be notified in writing to help@protocols.fyi at your earliest convenience.

15.2 Governing Law and Jurisdiction: The Terms and the provision of the Services provided hereunder will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services.

15.3 Relationship: Nothing express or implied in these Terms shall be construed as constituting either party as the partner, agent, employee, officer or representative of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.

15.4 Waiver: No party will be treated as having waived any right under these Terms unless the waiver is in writing and signed by such party. Any such waiver by a party of a breach of any provision of these Terms will not constitute a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision of these Terms by that party. Any provision necessary for the interpretation or enforcement of these Terms shall survive any expiry of termination.

15.5 Survival: Termination of these Terms for any reason will not affect the validity and enforceability of any rights of a party against the other party which accrued up to and including termination, or the provisions of these Terms which by their nature survive termination.

15.6 Severability: If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

15.7 Entire Agreement: These Terms set out everything agreed by the parties relating to your use of our Services and Website and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to our Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.