Roster Elf Pty Ltd Chat Feature terms & conditions

1. Introduction

These Roster Elf Pty Ltd ("Roster Elf", "our", "we" or "us") Chat Feature Terms & Conditions ("Chat T&Cs") govern your use of the optional chat functionality (the "Chat Feature"). These Chat T&Cs supplement and form part of the main Terms & Conditions (collectively, the "Agreement") governing your use of our software and services. Defined terms in the Chat T&Cs have the same meaning as in our main Terms & Conditions unless defined separately here. If there is any conflict between these Chat T&Cs and the main Terms & Conditions, the Chat T&Cs shall take precedence solely with respect to the Chat Feature.

Please carefully read these Chat T&Cs prior to enabling or using the Chat Feature. By enabling or using the Chat Feature, you agree to be bound by these Chat T&Cs. If you do not accept these Chat T&Cs, you must not use the Chat Feature.

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2. Third-party provider; incorporation of GetStream terms

(a) service powered by Stream.io

The Chat Feature is powered by a third-party service, Stream.io, Inc. ("GetStream"). Your use of the Chat Feature is subject to GetStream's Terms of Service, Privacy Policy, Cookie Policy, Data Processing Addendum, and any other applicable GetStream legal documents (collectively, the "GetStream Terms"):

1. GetStream Terms of Service
2. Privacy Policy
3. Cookie Policy / Cookie Statement
4. Cookie Declaration
5. Data Processing Addendum

(b) acceptance of third-party terms

By enabling and using the Chat Feature, you agree to comply with and be bound by the GetStream Terms. It is your responsibility to review any updates or modifications that GetStream may make to its terms from time to time.

If you continue using the Chat Feature after GetStream updates its terms or policies, you accept those changes.

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3. Cookies & tracking technologies

(a) GetStream cookies

GetStream (and/or its service providers) may use cookies, beacons, or similar technologies in connection with the Chat Feature. By using the Chat Feature, you consent to the use of such technologies, as further explained in GetStream's Cookie Statement and Cookie Declaration.

(b) No control over third-party tracking

We do not control and are not responsible for how GetStream (and/or its service providers) implement cookies or process data. We encourage you to review the GetStream Terms for information on their data-collection and handling practices.

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4. User-generated content & responsibilities

(a) your staff and end users

The Chat Feature enables you and your staff or authorised users ("End Users") to exchange messages, text, images, or other content in real time ("User-Generated Content"). You are fully responsible for the actions, omissions, and content of your End Users.

(b) prohibited conduct

You (and your End Users) must not use the Chat Feature other than in accordance with our Acceptable Use Policy.

You are responsible for any use of the Chat Feature by you or any End Users that does not comply with our Acceptable Use Policy.

Any use of the Chat Feature by you or any End Users that does not comply with our Acceptable Use Policy may result in you or any End Users being unable to use the Chat Feature.

(c) monitoring and removal

If any User-Generated Content violates these Chat T&Cs, the GetStream Terms, the Acceptable Use Policy, or any applicable law, that content may be removed from the Chat Feature without notice. We assume no liability for any failure or delay in the removal of such content.

(d) disclaimer for user-generated content

We do not endorse, control, or guarantee the accuracy, completeness, or legality of User-Generated Content. You assume all risks and responsibility associated with the use of, or reliance on, any content made available through the Chat Feature.

(e) your content

You agree that:

1. other than in relation to our ability to provide the limited technical support described below, we have no ability to access, retrieve or otherwise view any User-Generated Content;
2. we do not guarantee that you will have access to any of your User-Generated Content;
3. you will have no ability to access any other End User's User-Generated Content;
4. we do not guarantee that your End Users will have access to any of their User-Generated Content and they will have no ability to access any other End User's User-Generated Content;
5. unless it is otherwise provided to them by you or an End User, your organisation has no ability to access, retrieve or otherwise view any User-Generated Content of its End Users;
6. all account and billing information, user information, User-Generated Content and all other data and information that you or your End Users input into the Chat Feature is provided to GetStream; and
7. your User-Generated Content will be dealt with exclusively by GetStream in accordance with the GetStream Terms.

(f) deletion

You agree that you are solely responsible for identifying any User-Generated Content that must be deleted in order to comply with applicable laws.

If you identify any User-Generated Content that must be deleted in order to comply with applicable laws, you:

1. agree to notify us immediately and to provide sufficient details to enable us to notify GetStream so they may delete such content; and
2. acknowledge that we have no ability to access or delete such User-Generated Content from the Chat Feature.

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5. No guarantee of storage or retention

(a) limited or no retention

We do not guarantee the storage, archival, or backup of any User-Generated Content, including chat messages, files, or other content.

(b) No download/export functionality

We do not provide a native download or export function for User Generated Content, including chat conversations. If you require long-term retention of any User Generated Content, you or your End Users must independently capture or back up any content that you or your End Users wish to preserve.

(c) technical support

You may contact us if you require technical support or assistance in relation to the Chat Feature and we will endeavour to assist you on an ad hoc basis. However, you agree that we are not obliged to provide any form of technical support or assistance in relation to the Chat Feature and do not guarantee or warrant that we will able to assist with any issue you may encounter.

(d) liability for data loss

We assume no liability for any direct, indirect, or consequential damages resulting from deleted, lost, damaged or unrecoverable User-Generated Content.

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6. Indemnification

(a) your obligations

You agree to indemnify, defend, and hold us harmless, along with our officers, directors, employees, and agents, against any third-party claim, liability, damages, losses, or expenses (including reasonable attorneys' fees) arising out of, relating to, or in any way connected with:

1. your or your End Users' use of the Chat Feature;
2. any User-Generated Content posted, transmitted, or otherwise made available through the Chat Feature;
3. any actual or alleged breach of these Chat T&Cs, the main Terms & Conditions, or the GetStream Terms by you or your End Users;
4. your or your End User's violation of the Acceptable Use Policy; and/or
5. your or your End Users' violation of any applicable law or regulation in connection with the Chat Feature.

(b) procedure

We will reasonably notify you of any claim and allow you to control the defence or settlement of such claim, subject to our right to participate with counsel of our choice at our own expense.

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7. Disclaimer of warranties

(a) As-is basis

The Chat Feature is provided "as is" and "as available", without:

1. any specific features for functionality;
2. warranties of any kind, whether express, implied, or statutory. We expressly disclaim all implied warranties of merchantability, fitness for a particular purpose, non-infringement of third-party rights (including intellectual-property rights), or course of dealing.

(b) No guarantee of uptime

We do not warrant that the Chat Feature will be available, accessible, timely, reliable, uninterrupted, error-free, secure, free of harmful code or will be compatible with any software, system or other hardware or software requirements you or your End Users may have.

Your and your End Users' use of the Chat Feature is at your (and their) own risk.

(c) No representation re: GetStream

We make no representation or warranty regarding GetStream's performance, availability, ability to implement repairs or updates or compliance obligations. GetStream may modify, suspend, or stop the Chat Feature at any time without notice.

You and your End Users should review the GetStream Terms for any additional warranties or disclaimers pertaining to their service.

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8. Limitation of liability

(a) No liability

We assume no liability or responsibility for the content, accuracy, completeness, legality or reliability of the Chat Feature.

(b) exclusion of damages

To the maximum extent permitted by law, in no event will we be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of data, loss of profits, or business interruption howsoever arising, and whether under theory of contract, tort (including negligence), strict liability or otherwise, out of, in relation to, or in connection with, the Chat Feature or your or your End Users' use of the Chat Feature.

(c) cap on liability

To the maximum extent permitted by law, our total aggregate liability for any claims arising from or related to the Chat Feature will not exceed AUD$500.

(d) data protection carve-out

Nothing in these Chat T&Cs excludes or limits liability to the extent such liability cannot be excluded or limited under applicable data protection laws.

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9. Changes to the chat feature

(a) modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Chat Feature at any time, including as necessary to comply with changes from GetStream.

Without limiting any other clause of these Chat T&Cs, we are not liable for any loss or damages that you may suffer or incur due to such events.

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10. Termination

(a) Suspension/termination

Your and your End Users' access to the Chat Feature may be suspended or terminated if:

1. you or your End Users violate these Chat T&Cs, the main Terms & Conditions, our Acceptable Use Policy, or the GetStream Terms;
2. required by law or in response to a request from a government authority; or
3. GetStream discontinues or significantly alters the service underlying the Chat Feature.

(b) effect of termination

Upon termination of your or your End Users' access to the Chat Feature:

1. all rights and licenses granted here immediately cease, including your and your End Users' ability to access any User-Generated Content; and
2. any User-Generated Content may also be deleted without notice.

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11. UK data protection

(a) data protection roles

Where the Chat Feature involves the processing of personal data of individuals located in the United Kingdom, Roster Elf acts as a data processor on behalf of the Customer in respect of User-Generated Content. The Customer acts as data controller. GetStream acts as Roster Elf's appointed subprocessor for the provision of the Chat Feature.

(b) international transfers

The Chat Feature involves the processing of personal data by GetStream in the United States. Where personal data of UK individuals is transferred outside the United Kingdom, appropriate safeguards are implemented in accordance with UK GDPR, including reliance on approved Standard Contractual Clauses and/or other recognised transfer mechanisms.

(c) data subject rights

Roster Elf will reasonably assist Customers in responding to valid UK GDPR data subject rights requests relating to the Chat Feature. Customers remain responsible for assessing and responding to such requests as data controller.

(d) No solely automated decision-making

The Chat Feature does not involve solely automated decision-making producing legal or similarly significant effects without meaningful human involvement.

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12. Miscellaneous

(a) entire agreement

These Chat T&Cs, together with the main Terms & Conditions and our Acceptable Use Policy, constitute the entire agreement between you and us concerning the Chat Feature.

(b) severability

If any provision of these Chat T&Cs is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

(c) No waiver

Our failure to enforce any right or provision under these Chat T&Cs does not constitute a waiver of future enforcement.

(d) governing law

These Chat T&Cs (and any dispute arising hereunder) are governed by the same law and dispute resolution provisions as stated in the main Terms & Conditions.

(e) contact

For questions regarding these Chat T&Cs or in relation to the Agreement, please contact us.