Term and Use - NZ

1. Introduction

Cellaed.io (the "Website") is a site operated by RRR International Pty Ltd, a proprietary limited company registered in Australia (ACN: 631 593 470) which is a member of the RAPID RESPONSE REVIVAL group of companies (RAPID RESPONSE REVIVAL RESEARCH LIMITED (ACN 617 494 890) (incorporated in Australia) and its subsidiaries)("Company", "we", "us" or "our"). Our registered address is 126 Bonds Road, Riverwood NSW 2210, Australia.

2. By using our Website you accept these terms

The following terms and conditions, together with any documents expressly incorporated by reference (collectively "Terms of Use"), govern your access to and use of the Website, including any content, functionality, and services offered on or through the Website.

Please read the Terms of Use carefully before using the Website. By using the Website, you accept to be bound and abide by these Terms of Use and our Cookie Policy. If you do not agree to these Website Terms of Use, you must not use our Website.

These Terms of Use apply from the date set out at the beginning of them. We may amend these Terms of Use from time to time in our sole discretion without specific notice to you. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. Every time you wish to use our Website, please check to ensure you understand which Terms of Use apply at that time.

We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

3. Other terms that may apply to you

Please refer to our Cookie Policy and Legal and Intellectual Property page which also apply to your use of our Website.

If you purchase goods from our Website our Terms and Conditions will apply.

4. No reliance on information on this Website

The purpose of this Website is to provide information about Rapid Response Revival, our group of companies our CellAED® product and our mission, to potential customers, including healthcare professionals, media representatives, investors, distributors, resellers or prospective business partners and customers who have attended a trade fair, exhibition or demonstration where CellAED® was displayed.

The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

5. Intellectual Property Rights

Unless otherwise indicated, we are the owner or the authorised licensee of all content on our Website and in the material published on it (including but not limited to the trade marks, sounds, images, text, software, software code, interfaces, Website structure, videos and copyright works and materials displayed on it, its layout and design) ("Intellectual Property Rights"). Our Intellectual Property Rights may not be copied, imitated or used by you, in whole or in part, without the prior written permission from us or our licensors. We take our Intellectual Property Rights and will enforce our rights to the fullest extent permitted by applicable law.

You must not use any part of the content on our Website for commercial purposes without first obtaining a written licence to do so from us or our licensors. However you may use the information on our products and services expressly made available by us for downloading from this Website to draw the attention of others to content posted on our Website provided that:

1. you do not remove any proprietary notice in any documents;
2. you do not modify the information on any printed or digital copies of any pages of our Website or use any illustrations, photographs, trade marks, video or audio sequences or any graphics separately from any accompanying text;
3. you do not make additional representations or warranties relating to the documents or our products or services; and
4. you do not market or otherwise promote our product as available for public use, being placed in the market or put to service in any jurisdiction.

6. Trade marks

Please see our Legal and Intellectual Property page for full information on the Company's trade marks. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

7. Disclaimer of Warranties: No medical advice provided

This Website includes information about products approved for use and sale in the territories listed in our Legal and Intellectual Property page only. The information provided on this Website is not medical advice or intended to be a substitute for medical advice or care.

You acknowledge and agree that:

1. we do not warrant the accuracy, effectiveness and suitability of any information contained in this Website. Each person assumes full responsibility and all risks arising from use of this Website.
2. we make no representations or warranties of any kind with respect to the information or content posted on this Website. We hereby disclaim all representations and warranties, whether express or implied, created by law, contract or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title or non-infringement.
3. we are not responsible, and provide no warranty, for the accuracy, effectiveness, timeliness and suitability of any information or content obtained from third parties, including any hyperlinks to or from third-party sites.

To the maximum extent permitted under applicable law, we will not be liable to you for any claim, cost, damage or loss incurred or suffered by you in connection with your reliance on information on this Website.

8. Limitation of Liability

To the maximum extent permitted by applicable law, we accept no responsibility or liability at all arising from (a) your use of this Website or its content or (b) any interruption or discontinuance of any or all functionalities of our Website (regardless of whether this is the result of actions or omissions by us or one of our affiliates or of a third party) or (c) any damage, losses or expenses related to any business of yours including without limitation for any lost data, lost profits, lost revenues or business interruption.

Although we make reasonable efforts to update the information on our Website, we do not make any representations, warranties or guarantees (whether express or implied) that the content on our Website is accurate, complete or up to date, suitable for any particular purpose, except only for the warranties, representations or guarantees which we cannot legally exclude under applicable law. We do not guarantee that our Website is or will be secure or free from bugs or viruses or always available or functional. To the extent permitted by applicable law, we reserve the right to interrupt or discontinue any or all of the functionalities of our Website at any time.

Nothing in these Terms of Use limits our liability for personal injury or death caused by our negligence, fraud or any matter that cannot be limited or excluded by applicable law. Nothing in these Terms of Use will affect your statutory rights under applicable law.

Whether you are a consumer or a business user:

1. we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation;
2. different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and Conditions

If you are a business user:

1. we exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it;
2. we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
   • use of, or inability to use, our Website; or
   • use of or reliance on any content displayed on our Website.

   In particular, we will not be liable for:

   • loss of profits, sales, business, or revenue;
   • business interruption;
   • loss of anticipated savings;
   • loss of business opportunity, goodwill or reputation; or
   • any indirect or consequential loss or damage.

If you are a consumer:

3. please note that we only provide our Website for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity;
4. if defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

9. How we may use your personal information

Where our Website contains links to other websites, plugins, applications or resources provided by third parties, these links are provided for your information only and are not any indication of approval by us of those linked websites or information that you may obtain from them.

You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take unfair advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part unless we have agreed to that.

We reserve the right to withdraw linking permission without advance notice to you.

10. How we may use your personal information

Our use of your personal information is set out in our Cookie Policy.

11. User conduct

You must not misuse our Website or use it in any way that infringes the rights of anyone else or by spamming or introducing viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful or restricts anyone else’s enjoyment of our Website. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site or crawl, frame, edit or broadcast our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. We will report any breach of this provision to the applicable enforcement organisation and you accept responsibility for your actions and the actions of persons that you authorise to act for you.

12. Governing law and jurisdiction

If you are a business, these Terms of Use shall be governed by and construed in accordance with the laws of New South Wales, Australia. Disputes arising in connection with these Terms of Use will be subject to the exclusive jurisdiction of the courts of New South Wales, Australia and courts hearing appeals from them except that nothing in these Website terms will limit our right to take proceedings against you in any other court of competent jurisdiction or take proceedings in any one or more jurisdictions, whether concurrently or not, to the extent permitted by applicable law of such other jurisdiction.

If you a consumer resident in the United Kingdom or an E.E.A member state, you may bring a claim to enforce your consumer rights in connection with the use of this Website before the courts of England and Wales or the courts of your resident country.

13. Miscellaneous

13.1 Waiver

No failure or delay by us to exercise any right or remedy provided under these Terms of Use or by applicable law will constitute a waiver of that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

13.2 Rights and remedies

Except as expressly provided in these Terms of Use, the rights and remedies provided under these Terms of Use are in condition to, and not exclusive of, any rights or remedies provided by applicable law.

You agree that we will not be liable to you or anyone else for termination of your access to this Website or your breach of these terms. You agree to indemnify us and our officers, directors, shareholders and affiliates for any costs, loss, damages, claim or liability made against us or incurred by us by anyone else arising out of your use of this Website.

13.3 Entire agreement

These Terms of Use constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.4 Assignment

You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms of Use. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use.

13.5 Relationship

Nothing in these Terms of Use is intended to or will operate to create a partnership, joint venture, commercial agency or distribution, or franchise relationship between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any presentation of warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.6 Third party rights

These Terms of Use do not confer any rights on any person or entity (other than the parties to this agreement and, where applicable, their successors and permitted assigns), save that any of our corporate group members from time to time may enforce these terms as though they were a party.

13.7 Notices

Any notice required to be given under these Terms of Use will be:

• in the case of notice to us: in writing and delivered by hand or sent by pre-paid first-class post or recorded delivery posted to us at our registered address, or such other address as may have been notified by us on this Website for such purposes from time to time; and
• in the case of notice to you: posted on this Website or emailed to you at the email address you have last given to us.

A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not during business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post.

In these Website terms a business day is a day other than Saturday, Sunday or public holiday in Sydney, Australia.

13.8 Termination

We may in our sole discretion and without prior notice to you or prejudice to any other rights or remedies of ours terminate your access to this Website if we determine you have breached these Terms of Use or any other agreements which are associated with your use of this Website.