Using how.io

How.io / ShowHow Limited (“how.io”) licenses its Software to you to upload your content to its platform so that you can access how.io’s editing systems and Software to create, share and analyse immersive courses with your content. Upon completing a Subscription, accepting these terms and paying the Licence Fee, how.io will provide you with ongoing and secure Services in accordance with your selected subscription. You are responsible for taking the necessary steps to activate your account and/or validate your Subscription, to upload your content and to create your courses.

Licence

Grant of Licence

how.io grants to you a non-exclusive, non-assignable licence to use the Software as part of the Services, on the following terms:

Prerequisites

You must complete a subscription, pay the applicable Licence Fee and agree to be bound by these terms;

No Ownership of Software

You acknowledge the Software remains the sole legal property of how.io at all times and neither these terms, the licence nor the Services convey any title or grant any rights of ownership or otherwise in the Software to you or any other party.

Restrictions on Licence

You agree that unless permitted by these terms that you must not (and must not permit any third party) to:

• Undermine the security or integrity of our computing systems or networks.
• Use the services in any way that might impair functionality or interfere with other people’s use.
• Access any system without permission.
• Introduce or upload anything to our services that includes viruses or other malicious code.
• Upload anything that may be offensive, violates any law, or infringes on the rights of others.
• Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
• Resell, lease or provide our services in any way not expressly permitted through our services.
• Commit fraud or other illegal acts through our services.
• Act in a manner that is abusive or disrespectful to a how.io employee, partner, or other how.io customer. We will not tolerate any abuse or bullying of our employees in any situation and that includes interaction with our support teams.
• Share content or engage in behaviour that violates anyone’s Intellectual Property rights;
• Engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
• Use how.io’s name, logo, trademarks, service marks, or other branding elements without how.io’s prior written consent.

how.io reserves the right to immediately terminate your account and refuse current or future services if you breach the above terms. You indemnify how.io for all loss, damage, claims or otherwise arising out of your breach of these terms. If how.io determines that the Services may have been used fraudulently or without authorisation, it may reduce the functionality, operability, or availability of the Services, and/or suspend or terminate the licence and subscription.

Your Content and Data

You are responsible for uploading data and content (“your content”) using the Services to create your immersive learning courses.

Ownership

You retain all rights and ownership of your content. We do not claim any ownership rights to your content.

Your Licence to how.io

When you enter or upload your content you grant how.io a licence to use, store, transmit, analyse, and back up your content. This enables us to operate our Services.

Sharing Your Content

how.io allows you to invite or share your content privately or publicly. We take precautions, but accept no responsibility, to protect your content but due to the nature of online media, you accept that other users may use, copy, modify, or re-share your content in many ways. how.io encourages you to consider carefully any public sharing of your content and you agree that you are entirely responsible for your content and the protection of the same.

Anonymised Statistical Data

When you use our Services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify trends, and for other uses we communicate to you.

Level of Access

We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. It's your responsibility to let other users know how your content may be shared and to control that level of access within the system.

Cancelling your Subscription

When you cancel your subscription, you lose access to your content and terminate our licence rights and your content is removed from the system. However, you agree that some copies of your content may be retained by us as part of our backups and retention policy.

Storage

We recommend that you continue to back up your content regularly.

Limits

We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the services until you are within the storage space limit associated with your account

How.io Service

Service Levels

The availability of the Services is dependent on factors outside How.io control including, without limitation, the availability of telecommunications networks and as such how.io cannot warrant that the Services will be continuously available or available without interruption. Notwithstanding, how.io intends that the Services should at least be available 24 hours a day, seven days a week 99.9% of the time subject to any planned maintenance, emergency maintenance or unplanned outages.

Planned and Emergency Maintenance

We will advise you of any planned maintenance and will use our best endeavours to ensure that planned maintenance does not cause any unreasonable delay in accessing the Services. Where emergency maintenance is necessary or where unplanned outages occur, we will notify you of this as soon as is reasonably possible, either directly or through a notification within the system.

Service Credit

At How.io discretion, it may offer you a service credit should the Services not be available in accordance with these terms. A service credit will be proportionate to the level and degree of outage experienced and the licence fee payable. The service credit will be applied against the next annual renewal of the licence.

Revisions

how.io will, at no additional charge, undertake Revisions from time to time as and when they become available.

Payment Terms and Subscription

Payment

The applicable licence fee is billed annually and payable in advance. You agree to pay any and all applicable charges, licence fees and subscriptions associated with your account, in advance, regardless of usage, and within 7 days following the date of invoice.

No Refunds

No refunds or credits for subscription charges or other fees or payments will be provided to you if you elect to cancel or downgrade your subscription plan other than as provided in these terms.

No Set Off

All sums payable by you shall be made in full without set-off or counterclaim and, except to the extent required by law, free and clear of any deduction on account of tax or otherwise.

Automatic Renewal

The subscription and payment of the licence fee is is automatically renewed on each anniversary of the commencement date unless you terminate the subscription by notice in writing within at least 30 days of the renewal date. The licence fee will be deducted from your credit card, as a direct debit, or invoiced to your directly. If you cancel your subscription with 30 days following a renewal date, we will refund to you the unused portion of the licence fee from the date of cancellation.

Default

If you fail to pay any amount due on the due date, how.io may without prejudice to its other rights require you to pay interest on the amount due from the due date until the date of payment, at a rate of 10% per annum. You will be responsible for How.io costs (including debt collection fees and legal costs on a solicitor-client basis) incurred in recovering any amounts owing from you.

Credit

You agree to keep credit card and other billing information up to date at all times. If you do not notify us of updates to your payment method, to avoid interruption of service, we may participate in programs supported by your provider to try to update your payment information, and you authorises us to continue billing your account with the updated information we may obtain.

Tax

You are responsible for paying all other external fees and taxes associated with your use of the Services wherever levied. Your responsibility includes withholding tax if it applicable. how.io may collect geographical location information to determine your location, which may be used for tax purposes.

Trial Accounts

Trial accounts are available under a one-time evaluation period. At the end of the trial period, and unless the trial is converted to a paid subscription, the service will automatically terminate, and we will delete any content that was uploaded to the platform provided for as part of the trial. We reserve the right to terminate any trial at our sole discretion. To the maximum extent permitted by law, how.io will have no liability whatsoever to you in respect of the operation of the Services under trial accounts and the trial is provided without any warranty, representation, indemnity that would otherwise be provided by law or by these terms.

Termination

You may terminate the licence at any time by giving 7 days notice to how.io. No refund of the licence fee will be given unless provided for in these terms.

Consequences of Termination

On termination by either party the licence granted under these terms shall terminate immediately. You must cease to use our Intellectual Property (including the Software, Service, and Digital Platform) and shall deliver us (or destroy, at our option) all copies of the Software and any material containing any Intellectual Property, and any related documents.

Protection of How.io Intellectual Property

In order to protect How.io Intellectual Property you must, at our expense, take all such steps as we may reasonably require to assist us to maintain the validity and enforceability of our Intellectual Property rights. You must notify us of any actual, threatened or suspected infringement of any Intellectual Property right and of any claim by any third party that any use of the Software infringes any rights of any other person, as soon as that infringement or claim comes to your attention. You will do all such things as may reasonably be required by us to ensure third parties are aware of our Intellectual Property rights.

Indemnity

You indemnify us against any loss, costs, expenses, demands or liability, whether direct, indirect, consequential, or otherwise, and whether arising in contract, tort (including in each case negligence), or equity or otherwise, arising out of a claim by a third party alleging infringement of that third party’s Intellectual Property rights if such claim arises from infringement, suspected infringement or alleged infringement due to the use of our Software and/or the Services in combination by any means and in any form with software or equipment not specifically approved by us or in a manner or for a purpose not reasonably contemplated or authorised by us; and/or your breach of any term in this agreement.

Virtual Reality Headset Health and Satety

You are responsible for all health and safety requirements when accessing and using the Services and your content. We recommend that any Virtual Reality headset is operated in accordance with that particular headset manufacturer’s health and safety guidelines. how.io will not be liable for any claims, compensation or other action arising from your use, or any third party’s use, of a Virtual Reality Headset.

Status

You agree you are not a partner, agent or fiduciary of how.io, except as expressly provided to the contrary in this agreement, and you do not have the power or authority, either directly or indirectly or through your servants or agents, to bind how.io to any agreement with any third party or otherwise to contract, negotiate or enter into a binding relationship for or on behalf of the how.io.

Electronic Messages from how.io

Subject to the below, you consent to receiving from time to time, electronic messages from us which market or promote our goods and services. We will cease to send electronic messages as described above if you instruct us in writing.

Consumers Guarantees Act - Important Notice

If you are acquiring or holding yourself out as acquiring the services for business purposes, then the Consumer Guarantees Act 1993 will not apply.

No Warranties

Other than expressly provided in these terms, all warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

Limitation of Liability

You agree that we shall not have any liability or responsibility to you for any loss of use, data, goodwill, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of these terms including, in each case consequential loss of business or profits or other loss. how.io shall only be liable for losses (excluding loss of business or profits) which flow directly or naturally from a breach of these terms and any such liability shall be limited at all times to a maximum of the annual licence fee payable in respect of the subscription.

Further Assurances

The parties must each do all such further acts (and sign any documents) as may be necessary or desirable for effecting the transactions contemplated by this Agreement.

Amendments

Except as specifically provided, no amendment to this Agreement will be effective unless it is in writing and signed by both parties.

Waiver

No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.

Non-Merger

The agreements, obligations and warranties contained in this Agreement shall not merge on completion of the transactions contemplated by it, but shall remain in full force until satisfied.

Partial Invalidity

If any provision of this Agreement or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application shall not be affected and shall remain enforceable to the greatest extent permitted by law.

Dispute Resolution

Except in relation to the recovery by how.io of outstanding payment and/or licence fees, where any dispute arises between the parties, or the circumstances, representations, or conduct giving rise to these terms, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause. The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice give written notice to the first party naming its representative for the negotiations. Each representative nominated shall have authority to settle or resolve the dispute. If the parties are unable to resolve the dispute by discussion and negotiation within fourteen (14) days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation. The mediation must be conducted in terms of the LEADR New Zealand Inc Standard Mediation Agreement. The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected and her fee determined by the Chair for the time being of LEADR New Zealand Inc.

Governing Law

This Agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

Definitions

In these terms, the following expressions shall have the corresponding meaning:

“You” means you, the person(s) or entity who has completed a Subscription for the Software (the account administrator);

“Commencement Date” means the later of the date of this Agreement and the Client’s payment of the relevant Subscription;

“Intellectual Property” means copyright, patents, designs, trademarks, trade names, goodwill rights, trade secrets, confidential information and any other intellectual proprietary right or form of intellectual property;

“Licence Fee” means the annual fee for the applicable Subscription type purchased by you;

“Revisions” means modifications to the Software in the nature of improvements made to correct program faults or other defects, or to effect enhancements to the functionality of the Software;

“Services” means access to the Software via how.io’s digital platform in accordance with your subscription;

“Platform” means how.io’s online system that you sign into to access immersive courses.

“Software” means the software owned by how.io used to provide the online platform including the storyboard editor, video editor, and all Revisions, but excludes source code;

“Subscription” means subscribing to the services by creating an Administrator account and selecting a licence type or trial.