Terms and conditions

The official terms

These sections set out the legal agreement between you (and your organisation, if you use our products for one) and Agglestone Labs Ltd.

1. About these terms

These terms and conditions (the "Terms") govern your access to and use of the products and services of Agglestone Labs Ltd, a company registered in New Zealand. They cover our websites (including agglestone.com, suite.agglestone.com, agg.to, labs.agglestone.com, auth.agglestone.com and portal.agglestone.com), our apps, APIs, SDKs, dashboards and emails, and everything we provide through them (together, the "Services").

By creating an account, signing in, using any of the Services, or ticking a box or pressing a button that says you agree, you agree to these Terms. If you don't agree, please don't use the Services.

If you use the Services for a company or other organisation, you confirm you're allowed to agree to these Terms for it, and "you" includes that organisation.

Some products or plans have extra terms, which we show you when you sign up or which are set out in a written agreement, order form or statement of work. Where they differ from these Terms, the extra terms win for that product or plan. Our privacy policy explains how we handle personal data and forms part of these Terms.

2. Definitions

• Agglestone, we and us mean Agglestone Labs Ltd and its related companies.
• Agglestone Suite means our tools for small businesses, currently Agglestone Link (short links), Agglestone QR (QR codes), Agglestone Send (large files by email link), Agglestone Survey (surveys), Agglestone PDF (merging and splitting PDFs) and Agglestone Sign (getting PDFs signed), and any tools we add.
• Agglestone Auth (also called Auth by Agglestone) means our sign-in, identity, user management, multi-factor authentication, federation and related services and APIs for developers.
• Agglestone Labs R&D means our software engineering and data science research and development services, and Agglestone Consultancy means our technology and AI consultancy services.
• Product means any one of the above, or any other product we offer.
• Plan means the tier you use a Product on, such as a free tier, the Community Tier, a trial, a paid plan or a custom arrangement.
• Free Tier means any Plan we offer at no cost, including the Community Tier of Agglestone Auth.
• Your Content means anything you put into or create with the Services, such as short links and their destinations, QR codes, files, messages, PDFs, documents, surveys and their answers, and the details of the people you send things to.
• Recipient means someone you send something to or share something with through the Services, such as the person who receives a file, opens a short link or answers a survey.
• Tenant means an account, organisation or workspace registered to use Agglestone Auth, and MAU means monthly active users: unique end users signed in, refreshed or otherwise processed through Agglestone Auth in a calendar month.
• Fair Use means use that's reasonable, proportionate, not abusive and consistent with the intended purpose of the Plan.

3. Our products and your access

We offer several Products, and each one may have its own Plans, features, limits, sign-up steps and extra terms. Your access is to the Products and Plans you've signed up for or been given access to. Access to one Product, or one tool in Agglestone Suite, doesn't give you access to others, and some people will have access to some Products and not others.

Some features may be offered as early access, a preview or "coming soon". These may be incomplete, may change and may be withdrawn, and are provided without any commitment that they'll become generally available.

Agglestone Labs R&D projects and Agglestone Consultancy work are carried out under a separate written agreement or statement of work, which sets out the scope, fees and who owns what is produced. These Terms apply to those services only where that agreement doesn't cover something.

4. Accounts and signing in

To use most of Agglestone Suite you sign in with your email address and a one-time code we email you. Other Products may use other sign-in methods, accounts, Tenants or API keys.

You must:

• give us an email address you control and keep it up to date;
• keep your email account, codes, passwords, API keys and other credentials secure and not share them;
• tell us straight away at admin@agglestone.com if you think someone else has used your account; and
• be at least 16, and old enough to agree to these Terms where you live.

You're responsible for everything done through your account, Tenant or credentials.

5. Free and paid plans

Plans

We may offer each Product on different Plans, including free, community, trial, paid, usage-based, enterprise and custom Plans. Features, limits (such as file sizes, how long files are available, numbers of links or surveys, API calls, storage and MAU allowances), support and service levels can differ between Plans, and are shown in the Product, on our websites or in your agreement with us.

Free Tiers

We offer Free Tiers so people can get started, try things out and run modest real work. They are offered at our discretion, and access to a Free Tier is not a promise of free access for all time. We may:

• change a Free Tier's features or limits;
• make features that were free available only on paid Plans;
• ask you to move to a paid Plan if your use goes beyond Fair Use or the published limits; and
• end a Free Tier.

Where a change takes away something you're using, we'll give you reasonable notice and a reasonable chance to download or move Your Content, wherever we reasonably can. We may act straight away where we need to for security, to stop abuse or to comply with the law.

Paid plans

• Price and what's included. We'll show you the price, billing period and what's included before you buy. Prices are in the currency shown, and GST or other taxes are added where they apply.
• Payment. You authorise us, and our payment provider, to charge your chosen payment method for each billing period and for any usage-based charges. Paid Plans renew automatically at the end of each period until you cancel.
• Cancelling. You can cancel at any time. Your Plan then stays active until the end of the period you've paid for. We don't refund part periods, unless the law requires it or we tell you otherwise.
• Price changes. We may change prices for paid Plans. We'll tell you before a change applies to your next billing period, so you can cancel first if you don't want to continue.
• Late payment. If a payment fails or is overdue, we may limit, suspend or move you to a Free Tier until it's paid.

Trials and offers

Trials, discounts and credits last for the period and on the conditions we state. Unless we say otherwise, they have no cash value, can't be transferred and end when stated.

6. Fair Use

Free Tiers are for learning, evaluation, personal and modest commercial use, not a way to run a large business for free. We may limit, slow, suspend or require an upgrade from a Free Tier where use:

• goes well beyond normal use of that Plan or its published limits;
• affects the stability of the Services or other customers;
• tries to get around pricing, limits or rate limits;
• involves reselling or white-labelling the Services without our written agreement; or
• otherwise puts an unreasonable load on us or is misuse.

7. Emails we send

Service emails

Using the Services means we need to email you. You agree that we can send you emails that are part of providing the Services, such as sign-in codes, your results and files, delivery, download and signing notices and other notices you've asked for, account, billing and security messages, and notices about changes to the Services, your Plan or these Terms. You can't opt out of these while you use the Services, because they're how the Services work.

Emails to people you choose

When you ask us to send something to someone, such as a file or a signing request, we email them on your behalf. You confirm that you have the right to contact them, that they would reasonably expect to hear from you, and that the message isn't spam. Our emails show who the message is from and may include our name and a short note about Agglestone.

Marketing emails

We only send you marketing emails, such as product news, tips and offers, if you've agreed to receive them. Every marketing email has a way to unsubscribe, and you can also ask us at admin@agglestone.com. Unsubscribing from marketing doesn't stop service emails. We follow New Zealand's Unsolicited Electronic Messages Act 2007 and other laws that apply.

8. Measuring use and analytics

You agree that we may measure how the Services are used, including page visits, short-link opens, the tools and features used, sign-ins, API calls, storage, bandwidth and MAU. We use these measurements to:

• run, secure and support the Services;
• stop fraud, spam and other abuse;
• enforce Plan limits and Fair Use, and work out charges for paid and usage-based Plans;
• show you statistics, such as how many times your short links have been opened; and
• understand and improve the Services, including in totals and statistics that don't identify anyone.

We do this as our privacy policy explains, including our own cookie-free counting and Google Analytics on our websites. Our usage records are taken as correct unless it's clearly shown that they're wrong.

9. Your Content

You own Your Content. You give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, send and display Your Content only as needed to provide, secure and improve the Services, for example to deliver a file, show a survey, create a preview or check a link for harm. This licence ends when Your Content is deleted from the Services, apart from copies in backups, which are overwritten over time.

You're responsible for Your Content. You confirm that you have the rights and permissions it needs, and that it, and your use of it, is lawful.

If Your Content includes other people's personal information, such as Recipients' email addresses or survey answers, you're responsible for having a lawful reason to collect and share it and for telling those people what they need to know. We handle it on your behalf to provide the Services.

10. Short links, QR codes, files, surveys and signing

• Short links (Agglestone Link). A short link works by sending visitors through our service, so it keeps working while the Services run. We build short links to last, but we can't guarantee any link will work forever. We may check destinations against lists of harmful sites, and we may turn off a link, or show a warning instead of sending people on, if it's reported or we reasonably believe it's harmful, misleading or unlawful.
• QR codes (Agglestone QR). A static QR code contains its destination itself, so it keeps working without our service. A QR code that points to an agg.to short link works as long as that link does.
• Files and PDFs (Agglestone Send and Agglestone PDF). Files are available for the period shown when you create them, such as 7 days, and are then deleted. The Services aren't a backup or storage service, so keep your own copies.
• Surveys (Agglestone Survey). You're responsible for your questions and for how you use and share the answers.
• Signing (Agglestone Sign). You're responsible for deciding whether an electronic signature is suitable for your document and meets the legal requirements that apply to it.

11. Acceptable use

You must not use the Services, or let anyone else use them, to:

• break the law, or help anyone else to;
• send spam or messages people haven't agreed to receive;
• phish, scam, defraud or mislead people, including by hiding where a link really goes;
• share malware or other harmful code;
• share content that's abusive, threatening, hateful, exploits children, or infringes someone's privacy, copyright, trade marks or other rights;
• get unauthorised access to the Services, other accounts or other systems, or test their security without our written permission;
• interfere with the Services or put excessive automated load on them;
• get around rate limits, Plan limits, billing or other restrictions; or
• copy, reverse engineer, resell or white-label the Services, except where the law allows it or we agree in writing.

If you come across a short link or message that's being misused, please report it or email admin@agglestone.com.

12. Agglestone Auth

• Your applications. You're responsible for your applications, your end users, your Tenant and its API keys and credentials, and for giving your end users any notices and getting any consents the law requires. We process your end users' data on your behalf to provide Agglestone Auth.
• Community Tier. The Community Tier is a Free Tier for development, evaluation, open-source, early-stage and limited commercial use, subject to Fair Use, published MAU and other limits, rate limits and anti-abuse protections. We may require high-volume or commercial users to move to a paid Plan.
• Sign-in pages. On the Community Tier, we may show a tag line and a link on pages in the sign-in flow, and change them from time to time.
• Referrals. We may run a referral programme that rewards genuine referrals of new Tenants, for example with extra MAU allowances or credits. Self-referrals, duplicate or related Tenants, referrals between businesses under the same control, fake or automated accounts, and any other attempt to game the programme aren't allowed. We decide eligibility reasonably, and we may withdraw rewards, reset allowances, suspend accounts and charge for commercial use where the programme is abused. Rewards have no cash value, can't be transferred, may expire and may be changed or withdrawn.

13. Changes to the Services

We're always improving our Products. We may add, change, replace, limit or stop features, Plans, Products, APIs and documentation, and change how they work, as long as the changes are reasonably consistent with running and improving the Services. We'll give reasonable notice before changes that significantly reduce what a paid Plan includes or that break production use of our APIs, wherever we reasonably can.

14. Our intellectual property and your feedback

We own all rights in the Services, including our software, APIs, designs, documentation, names and logos. These Terms don't give you any rights in them, apart from the right to use the Services as these Terms allow. "Agglestone" is a registered trade mark of Agglestone Labs Ltd in various jurisdictions.

If you send us ideas or feedback, we can use them without any obligation to you.

15. Privacy and security

We handle personal data as our privacy policy explains, in line with the New Zealand Privacy Act 2020 and the EU's General Data Protection Regulation (GDPR). We take reasonable steps to protect the Services and Your Content, but no online service can be guaranteed to be completely secure or always available.

16. Suspension, ending and deleting your account

You can stop using the Services at any time, and you can ask us to delete your account and Your Content by emailing admin@agglestone.com.

We may suspend, limit or end your access, or remove Your Content, straight away if the law requires it, to protect the Services, other customers or the public, if there's a security risk, if we reasonably believe you've broken these Terms, or if payments are overdue. In other cases we'll give you reasonable notice.

When your access ends, your right to use the Services ends, and we may delete Your Content after a reasonable time, so please download anything you want to keep first. Sections that by their nature should continue, such as those on payment, Your Content, liability and governing law, continue after your access ends.

17. Business use and consumer law

The Services are supplied for business purposes. You and we are in trade with each other, and to the extent the law allows, neither of us contracts as a consumer of the other. The Consumer Guarantees Act 1993 doesn't apply, and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 don't apply, to the extent the law allows us to agree that, and we both agree that's fair and reasonable. If you're using the Services as a consumer, nothing in these Terms takes away rights you have that can't be excluded.

18. Warranties and disclaimers

To the maximum extent the law allows, the Services are provided "as is" and "as available". We don't promise they'll be uninterrupted, error-free or suitable for any particular purpose, and we exclude all warranties and guarantees that aren't set out in these Terms. Free Tiers may have less redundancy, support, monitoring and recovery than paid Plans.

19. Limitation of liability

To the maximum extent the law allows:

• we're not liable for any indirect or consequential loss, or for loss of profits, revenue, goodwill or data, or business interruption, however caused; and
• our total liability to you for all claims arising from the Services or these Terms is limited to the amount you paid us for the Services in the 12 months before the event that gave rise to the claim.

Nothing in these Terms limits liability that can't legally be limited.

20. Your responsibility to us

You agree to cover our reasonable losses and costs, including legal costs, from any claim by someone else arising from Your Content, your use of the Services in breach of these Terms, or your breach of the law.

21. Other companies' services

We use other companies to help provide the Services, such as hosting, email delivery, payments and analytics. The Services may also link to other websites and services, such as where a short link points. We're not responsible for other companies' websites or services, and your use of them is under their terms.

22. Changes to these Terms

We may update these Terms from time to time. We'll publish the new version here with a new date at the top, and for significant changes we'll also tell you by email or in the Product before they take effect. If you keep using the Services after the changes take effect, you agree to the updated Terms. If you don't agree, stop using the Services, and cancel any paid Plan.

23. General

• Whole agreement. These Terms, together with any extra terms for a Product or Plan and our privacy policy, are the whole agreement between you and us about the Services.
• If part doesn't apply. If any part of these Terms can't be enforced, the rest still applies.
• No waiver. If we don't enforce something straight away, we can still enforce it later.
• Transfer. You can't transfer your rights under these Terms without our written agreement. We may transfer ours, for example if our business or a Product is sold or restructured.
• Events outside our control. We're not responsible for delays or failures caused by events outside our reasonable control, such as outages at providers we rely on, natural disasters or changes in the law.
• Notices. We'll send notices to the email address on your account. You can send notices to admin@agglestone.com.

24. Governing law

These Terms are governed by the laws of New Zealand, and the courts of New Zealand have exclusive jurisdiction over any dispute about them.

25. Contact

Questions about these Terms are welcome at admin@agglestone.com. Agglestone Labs Ltd, New Zealand.