vGRID App - Terms of Use

  1. Application of Terms
    1. These Terms apply to your use of the vGRID App (as that term is defined below) unless there is a vGRID Services Agreement which excludes these Terms. If there is a vGRID Services Agreement and it does not exclude these Terms, both these Terms and the terms of the vGRID Services Agreement apply, and the vGRID Services Agreement prevails if there is any inconsistency.
    2. Unless there is a vGRID Services Agreement which excludes these Terms:
      1. By accessing and using the vGRID App:
        1. You agree to these Terms; and
        2. Where your access and use is on behalf of another person (e.g., a company), you confirm that you are authorised to and do in fact agree to these Terms on that person’s behalf and that by agreeing to these Terms on that person’s behalf, that person is bound by these Terms; and
      2. If you do not agree to these Terms, you are not authorised to access and use the vGRID App and you must immediately stop doing so.
  2. Changes
    1. We may change these Terms at any time by updating them on the Website and login page for the vGRID App. Unless there is a vGRID Services Agreement which excludes these Terms:
      1. Unless stated otherwise, any change takes effect immediately;
      2. You are responsible for ensuring you are familiar with the latest Terms; and
      3. By continuing to access and use the vGRID App, you agree to be bound by the changed Terms.
    2. These Terms were last updated on 8 August 2024.
  3. Interpretation
    • In these Terms:
    • Account Owner means:
      • If clause 1.2.a.ii does not apply to you; or
      • If clause 1.2.a.ii applies, the person on whose behalf you are acting.
    • Account Owner Content means all Content (including personal information) owned, held, used, or created by the Account Owner or on the Account Owner's behalf that is stored using or uploaded into the vGRID App including Content uploaded from a hardware device that the Account Owner or Account Owner Users connect to the vGRID App.
    • Account Owner Users means Account Owner personnel that the Account Owner (or a person acting on behalf of the Account Owner) authorises to access and use the vGRID App on the Account Owner's behalf.
    • Authorised Partner means our authorised resellers, distributors, integration partners, and similar.
    • Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of or in connection with the provision and use of the vGRID App. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the vGRID App. The Account Owner’s Confidential Information includes Account Owner Content.
    • Content means data, content, and information.
    • External User means a party other than Account Owner Users that the Account Owner or Account Owner Users have authorised to access Account Owner Content via the vGRID App.
    • Fees means the applicable fees for your right to access and use the vGRID App agreed in writing between the Account Owner and us or between the Account Owner and our Authorised Partner as may be updated from time to time in accordance with clause 7.6.
    • Force Majeure means an event that is beyond the reasonable control of a party, excluding:
      • An event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
      • A lack of funds for any reason.
    • Government Agency includes:
      • A public service agency as defined in section 5 of the New Zealand Public Service Act 2020;
      • A Crown entity under section 7 of the New Zealand Crown Entities Act 2004;
      • A central bank or a public law enforcement agency; or
      • Any overseas counterpart of any of the entities in the bullet points above.
    • Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law, or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning and includes any enhancement, modification, or derivative work of the Intellectual Property.
    • Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
    • A party includes that party’s permitted assigns.
    • A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
    • Personal information means information about an identifiable living person.
    • Personnel includes officers, employees, contractors, and agents, but a reference to your (or Account Owner) personnel does not include us.
    • Start Date means the date that you first agree to these Terms, set up an account, or access or use the vGRID App.
    • Terms means these terms titled vGRID terms of use.
    • Third Party Content means all Content owned, held, used, or created by a third party that:
      • Is stored using or uploaded into the vGRID App by a third party including Content uploaded from a hardware device that the third party connects to the vGRID App; and
      • The third party authorises you to access via the vGRID App.
    • Underlying Systems means the vGRID App and the other IT solutions, systems, and networks (including software and hardware) used to provide the vGRID App, including any third-party solutions, systems, and networks.
    • vGRID App means the software platform known as the vGRID App, having the core functionality described on the Website as the Website is updated from time to time and provided on a software-as-a-service basis.
    • vGRID Services Agreement means a written agreement signed by the Account Owner and us governing the Account Owner's (and its personnel’s) access to and use of the vGRID App.
    • We, us, or our means the contracting entity specified in clause 13.
    • Website means the internet site at safercities.com, vgrid.io, or such other site notified to you by us.
    • Year means a 12-month period starting on the Start Date or the anniversary of that date.
    • You or your means you, or if clause 1.2.a.ii applies, both you and the Account Owner unless the context requires otherwise.
    • Words in the singular include the plural and vice versa.
    • A reference to a statute includes references to regulations, orders, or notices made under or in connection with the statute or regulations, and all amendments, replacements, or other changes to any of them.
  4. Provision of the Service
    1. We must use reasonable efforts to provide the vGRID App:
      1. In accordance with these Terms and applicable law;
      2. Exercising reasonable care, skill, and diligence; and
      3. Using suitably skilled, experienced, and qualified personnel.
    2. If clause 1.2.a.ii applies, our obligations under clause 4.1 are enforceable by the Account Owner only.
    3. Our provision of the vGRID App to you is non-exclusive. Nothing in these Terms prevents us from providing the vGRID App to any other person.
    4. Subject to clause 4.5, we must use reasonable efforts to ensure the vGRID App is available on a 24/7 basis. However, it is possible that on occasion the vGRID App may be unavailable to permit maintenance or other development activity to take place or in the event of Force Majeure. We must use reasonable efforts to publish at status.vgrid.io advance details of any unavailability. You may subscribe to incident notification emails via that page.
    5. The vGRID App interoperates with a range of third-party products, services, and features, including video cameras owned or operated by third parties and includes the ability to access Third Party Content. We do not make any warranty or representation on the availability of those products, services, or features or any Third Party Content.
    6. Without limiting clause 4.5, we may cease to make available to you any third-party product, service, or feature, any Third Party Content, or any feature of the vGRID App that is dependent on any third-party product, service, or feature or Third Party Content if the applicable third party ceases to:
      1. Provide the third-party product, service, or feature, or Third Party Content;
      2. Make the third-party product, service, or feature, or Third Party Content available to you; or
      3. Make the third-party product, service, or feature, or Third Party Content available on reasonable terms.
    7. To avoid doubt, if we exercise our right to cease the availability of a third-party product, service, or feature, Third Party Content, or any feature of the vGRID App that is dependent on that third-party product, service, or feature, or Third Party Content, you are not entitled to any refund, discount, or other compensation.
  5. Your Obligations
    1. You must and the Account Owner must ensure that Account Owner Users:
      1. Use the vGRID App in accordance with these Terms solely for:
        1. The Account Owner's own internal business purposes; and
        2. Lawful purposes.
      2. When accessing the vGRID App, correctly identify the sender of all electronic transmissions.
    2. You must not and the Account Owner must ensure that Account Owner Users do not, except as set out in clause 5.4.a, resell or make available the vGRID App to any third party or otherwise commercially exploit the vGRID App.
    3. When accessing the vGRID App, you must not and the Account Owner must ensure that Account Owner Users do not:
      1. Impersonate another person or misrepresent authorisation act on behalf of others or us;
      2. Attempt to undermine the security or integrity of the Underlying Systems;
      3. Use or misuse the vGRID App in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the vGRID App;
      4. Attempt to view, access, or copy any Content other than:
        1. That which you or they are authorised to access; and
        2. To the extent necessary for you and them to use the vGRID App in accordance with these Terms;
          • Use the vGRID App in a manner that breaches any third-party right (including Intellectual Property Rights and privacy rights) or is Objectionable; or
          • Transmit, input, or store any Content that breaches any third-party right (including Intellectual Property Rights and privacy rights) or in a manner that is unlawful.
    4. The Account Owner:
      1. Or a person acting on its behalf may:
        1. Authorise any Account Owner personnel to access and use the vGRID App on the Account Owner’s behalf; or
        2. Subject to clause 5.6, permit a third party to access Your Content through the user administration features of the vGRID App or by providing us with the Account Owner personnel’s or the third party’s name and other information that we reasonably require in relation to the personnel or third party to enable us to enable access for the Account Owner personnel or third party;
      2. Or a person acting on its behalf may at any time restrict or revoke Account Owner Users’ or External Users’ access to certain features and/or Account Owner Content;
      3. Is responsible for the access rights it or persons acting on its behalf grant to Account Owner Users or External Users and must disable Account Owner Users’ or External Users’ access or request that we disable Account Owner Users’ or External Users’ access if it no longer wishes any of Account Owner Users or External Users to have access. We take no responsibility for the level of access granted to Account Owner Users or External Users or for the disabling of Account Owner Users’ or External Users' access; and
      4. Must procure each Account Owner User’s compliance with clauses 5.1 to 5.3 and any other reasonable condition notified by us to you.
    5. A breach of any term of these Terms by Account Owner personnel (including to avoid doubt any Account Owner Users) is deemed to be a breach of these Terms by the Account Owner.
    6. We may restrict or withhold an External User’s ability to access Account Owner Content if the External User has not accepted these Terms (or such other terms for accessing the vGRID App as are agreed between us and the External User).
    7. The Account Owner is responsible for procuring all licenses, authorizations, and consents required for the Account Owner and Account Owner personnel to use the vGRID App, including to use, store, and input Account Owner Content into and process and distribute Account Owner Content through the vGRID App.
  6. Account Owner Content
    1. You acknowledge that:
      1. We may require access to Account Owner Content to exercise our rights and perform our obligations under these Terms;
        1. The Account Owner's own internal business purposes; and
        2. To the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access Account Owner Content for this purpose; and
        3. The Account Owner must arrange all consents and approvals that are necessary for us to access Account Owner Content as described in clause 6.1.
    2. You acknowledge and agree that:
      1. We may:
        1. Use Account Owner Content and information about your and Account Owner Users’ use of the vGRID App to generate anonymised and aggregated statistical and analytical data (Analytical Data);
        2. Use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
        3. Publish Analytical Data for the purposes of promoting and marketing the vGRID App and our related products and services;
      2. Our rights under clause 6.2.a.ii and 6.2.a.iii above will survive termination or expiry of these Terms; and
      3. Title to and all Intellectual Property Rights in Analytical Data is and remains our property.
    3. You acknowledge and agree that to the extent Account Owner Content contains personal information in collecting, holding, and processing that information through the vGRID App, we are acting as the Account Owner’s agent and/or as a data processor and/or as a service provider for the purposes of the Privacy Act 2020 and any other applicable privacy and data protection laws. The Account Owner must obtain all necessary consents from the relevant individual to enable us to collect, use, hold, and process that information in accordance with these Terms.
    4. We will store Account Owner Content (including any personal information) in secure servers in the locations specified in clause 13. You agree that we may access that Content (including any personal information) from New Zealand from time to time for the purposes of exercising our rights and performing our obligations under these Terms.
    5. Subject to clause 6.6, the Account Owner indemnifies us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors), and loss of any kind arising from any actual or alleged claim by a third party that any Account Owner Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that Account Owner Content is Objectionable, incorrect, or misleading.
    6. If the Account Owner is a Government Agency, the indemnity in clause 6.5 does not apply to the extent applicable law prohibits the Account Owner giving that indemnity.
  7. Fees
    1. The Account Owner must pay the Fees to us or where we have agreed in writing that the Fees are to be invoiced by an Authorised Reseller to the Authorised Reseller.
    2. Except where we have agreed in writing that the Fees are to be invoiced by an Authorised Reseller, we will provide the Account Owner with valid GST tax invoices on a monthly basis prior to the due date for payment.
    3. The Fees exclude GST which the Account Owner must pay on taxable supplies.
    4. The Account Owner must pay the Fees:
      1. By the 20th of the month following the date of invoice unless otherwise agreed in writing; and
      2. Electronically in cleared funds without any set off or deduction.
    5. We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or if our primary trading bank ceases to quote that rate then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
    6. We may increase the Fees by giving at least 30 days’ notice. If the Account Owner does not wish to pay the increased Fees, the Account Owner may terminate these Terms and its right to access and use the vGRID App on no less than 10 days’ notice provided the notice is received by us before the effective date of the Fee increase. If the Account Owner does not terminate these Terms and its right to access and use the vGRID App in accordance with this clause, the Account Owner is deemed to have accepted the increased Fees.
  8. Intellectual Property
    1. Subject to clauses 8.2 and 8.4, title to and all Intellectual Property Rights in the vGRID App, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership or the validity of those Intellectual Property Rights.
    2. If you are the Account Owner:
      1. Title to and all Intellectual Property Rights in Account Owner Content (as between the parties) remains your property; and
      2. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available, and communicate Account Owner Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
    3. If clause 1.2.a.ii applies, you acknowledge and agree that as between the parties we will treat any Content you store using or upload into the vGRID App as if title to and all Intellectual Property Rights in that Content is the Account Owner’s property.
    4. All title to and Intellectual Property Rights in Third Party Content remains the property of the relevant third party.
    5. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable, and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the vGRID App.
    6. If you provide us with ideas, comments, or suggestions relating to the vGRID App or Underlying Systems (together feedback):
      1. All Intellectual Property Rights in that feedback and anything created as a result of that feedback (including new material, enhancements, modifications, or derivative works) are owned solely by us; and
      2. We may use or disclose the feedback for any purpose.
  9. Confidentiality
    1. Each party must, unless it has the prior written consent of the other party:
      1. Keep confidential at all times the Confidential Information of the other party;
      2. Effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
      3. Disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and in that case ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of and complies with clauses 9.1.a and 9.1.b.
    2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
      1. Authorised by the relevant party (including in relation to Account Owner Content where the Account Owner or a person acting on behalf of the Account Owner permits External Users to access Account Owner Content in accordance with clause 5.4);
      2. For the purpose of performing a party’s obligations or exercising a party’s rights under these Terms and if clause 1.2.a.ii applies, by us for the purpose of performing our obligations or exercising our rights in accordance with these Terms (as such Terms apply to our provision of the vGRID App to the Account Owner) and/or the vGRID Services Agreement (if applicable);
      3. Required by law (including under any applicable official information freedom of information or similar laws or the rules of any stock exchange);
      4. Which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      5. Which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
      6. By us if required as part of a bona fide sale of our business (assets or shares whether in whole or in part) to a third party provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.
  10. Warranties
    1. Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.
    2. To the maximum extent permitted by law:
      1. Our warranties are limited to those set out in these Terms and all other conditions, guarantees, or warranties, whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for purpose) are expressly excluded and to the extent that they cannot be excluded, liability for them is limited as set out in clause 11.1; and
      2. We make no representation concerning the quality of the vGRID App and do not promise that the vGRID App will:
        1. Meet your requirements or be suitable for a particular purpose, including that the use of the vGRID App will fulfill or meet any statutory role or responsibility you may have; or
        2. Be secure, free of viruses or other harmful code, uninterrupted, or error free.
    3. You agree and represent that you are accessing and using the vGRID App and accepting these Terms for the purpose of trade. The parties agree that:
      1. To the maximum extent permissible by law, no consumer protection legislation applies to the supply of the vGRID App or these Terms; and
      2. It is fair and reasonable that the parties are bound by this clause 10.3.
    4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited at our option to:
      1. Supplying the vGRID App again; and/or
      2. Paying the costs of having the vGRID App supplied again.
  11. Liability
    1. Our maximum aggregate liability under or in connection with these Terms or relating to the vGRID App, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, must not in any Year exceed an amount equal to the Fees paid by you in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability).
    2. Neither party is liable to the other under or in connection with these Terms or the vGRID App for any:
      1. Loss of profit, revenue, savings, business, use, data (including Your Content), and/or goodwill; or
      2. Consequential, indirect, incidental, or special damage or loss of any kind.
    3. You acknowledge and agree that:
      1. We have no control over the Third Party Content;
      2. As between you and us, you access and use the Third Party Content at your own risk; and
      3. We are not liable or responsible to you or any other person in connection with the Third Party Content or your access and use of (or inability to access and use) the Third Party Content. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
    4. Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:
      1. Personal injury or death;
      2. Fraud or willful misconduct; or
      3. A breach of clause 9.
    5. Clause 11.2 does not apply to limit your liability:
      1. To pay the Fees;
      2. Under the indemnity in clause 6.5;
      3. If clause 6.6 applies in connection with any matter that would be the subject of the indemnity in clause 6.5 if clause 6.6 did not apply; or
      4. For those matters stated in clauses 11.4.a to 11.4.c.
    6. If clause 1.2.a.ii applies, you agree that our obligations under or in connection with these Terms are enforceable by, and that any liability we have under or in connection with these Terms is to, the Account Owner only.
    7. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms or by the negligence or misconduct of the other party or its personnel.
    8. Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the vGRID App.
  12. Term, Termination, and Suspension
    1. Unless terminated under this clause 12, these Terms and your right to access and use the vGRID App:
      1. Start on the Start Date; and
      2. Continue until either the Account Owner or us gives at least 30 days’ notice to the other that these Terms and the Account Owner’s access to and use of the vGRID App will terminate on the expiry of that notice.
    2. Subject to clause 7.6, if the subscription option selected by or on behalf of the Account Owner includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.
    3. The Account Owner or we may, by notice to the other party, immediately terminate these Terms and the Account Owner’s right to access and use the vGRID App if the other party:
      1. Breaches any material provision of these Terms and the breach is not:
        1. Remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
        2. Capable of being remedied; or
      2. Becomes insolvent, liquidated, or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
    4. The Account Owner may terminate these Terms and the Account Owner’s right to access and use the vGRID App in accordance with clause 7.6.
    5. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
    6. On termination of these Terms, the Account Owner must pay all Fees that relate to the period prior to that termination.
    7. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and the Account Owner will not be entitled to a refund of any Fees that it has already paid.
    8. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
    9. At any time prior to one month after the date of termination, the Account Owner (or a person acting on its behalf) may request:
      1. A copy of any Account Owner Content stored using the vGRID App, provided that the Account Owner pays our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of Your Content in a common electronic form. We do not warrant that the format of Your Content will be compatible with any software; and/or
      2. Deletion of Account Owner Content stored using the vGRID App, in which case we must use reasonable efforts to promptly delete Account Owner Content.
    10. To avoid doubt, we are not required to comply with clause 12.9.a to the extent that the Account Owner (or a person acting on its behalf) has previously requested deletion of Account Owner Content.
    11. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the vGRID App and/or delete, edit, or remove Account Owner Content or Third Party Content if we consider that:
      1. You or (if you are the Account Owner) any of your personnel have:
        1. Undermined or attempted to undermine the security or integrity of the vGRID App or any Underlying Systems;
        2. Used or attempted to use the vGRID App:
          • For improper purposes; or
          • In a manner other than for normal operational purposes that materially reduces the operational performance of the vGRID App;
        3. Otherwise materially breached these Terms; or
      2. The Account Owner Content or Third Party Content breaches or may breach these Terms or any third-party right (including Intellectual Property Rights and privacy rights) or is or may be Objectionable.
  13. Contracting Entity, Governing Law, and Data Storage Locations
    14. DomicileContracting EntityGoverning LawJurisdictionData Storage Location
    New Zealand or any country other than Australia or the USASafer City Group Limited, a New Zealand company, company number 3514694New ZealandThe courts of New ZealandNew Zealand or Australia
    AustraliaSaferCities Pty Ltd, an Australian company, ACN 674 682 654New South WalesThe courts of New South Wales and the Commonwealth of AustraliaAustralia
    USASafer City Group Limited trading as SaferCities, a New Zealand company, company number 3514694New ZealandThe courts of New ZealandUSA
  14. General
    1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
    2. No person other than you and us has any right to a benefit under or to enforce these Terms.
    3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
    4. Subject to clause 6.3, we are your independent contractor, and no other relationship (e.g., joint venture, agency, trust, or partnership) exists under these Terms.
    5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing notices@safercities.com.
    6. Clauses which by their nature are intended to survive termination of these Terms, including clauses 6.5, 8, 9, 11, 12.5 to 12.9, and 13 continue in force.
    7. 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 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.
    8. Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by both parties.
    9. Subject to clause 1.1, these Terms set out everything agreed by the parties relating to the vGRID App and supersede and cancel anything discussed, exchanged, or agreed prior to the Start Date. The parties have not relied on any representation, warranty, or agreement relating to the vGRID App that is not expressly set out in these Terms or the vGRID Services Agreement (if applicable), and no such representation, warranty, or agreement has any effect from the Start Date. The parties agree that it is fair and reasonable that the parties are bound by this clause 14.9.
    10. You may not assign, novate, subcontract, or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting, or transfer.