Terms and Conditions

Effective Date: 1st September 2024

These Terms of Use ("Terms") contain the rules and restrictions that govern your use of our products, services and websites ("Services"). These Terms form a binding agreement between you and us. By completing the registration process and/or browsing the Services, you represent that (1) you have read, understand and agree to be bound by the Terms; (2) you are of legal age to form a binding contract with us; (3) you have the authority to enter into the Terms personally; and (4) if you are using the Services on behalf of a company or other entity, (a) you agree that “you” includes you and that entity, (b) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (c) you agree to these Terms on the entity’s behalf. You should not access or use the Services unless you agree to be bound by all these Terms.

1. Overview

1.1 These Terms are between you and Critical Group Limited, a New Zealand based company.

1.2 Critical Group Limited is referred to in these Terms and Policies (as defined below) as "we" or "us,". For purposes of these Terms and Policies, we also refer to:

• Our website which may offer      features, products, services or content, including exchanges of      information, as “Critical Group & Critical Shopping”.
• End users, including visitors to Critical      Group and their websites and those who use Critical Group and their      websites to purchase products as “you.”

1.3 We and our affiliates provide technical and operational support for our website. You may pay for multiple orders in one transaction on any Critical Group website. Multiple orders may be delivered together in one package.

1.4 Your use of, and participation in, certain Services are also subject to additional policies we may publish from time to time (“Policies”), including our Privacy Policy. If the Terms are inconsistent with the Policies, the Policies shall control with respect to the relevant subject matter.

1.5 PLEASE BE AWARE THAT SECTION 19 BELOW CONTAINS PROVISIONS GOVERNING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HOW DISPUTES BETWEEN YOU AND US MAY BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS. SECTION 19 SETS OUT TERMS OF THE ABITRATION AGREEMENT, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU CHOOSE TO OPT OUT OF THE AGREEMENT TO ARBITRATE, EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW.

1.6 PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. When changes are made, we will publish a copy of the current Terms and any updated Policies available on Critical Group or it’s websites, and we will also update the “Last Updated” date or “Effective Date” at the top of the Terms. We will notify you of any changes to the Terms (including the Policies) that are materially averse to you. We encourage you to periodically review Terms and Policies for the latest version. Unless otherwise stated in such update, any changes to the Terms will be effective immediately for users of the Services with or without an Account. We may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE OR APPLICATION TO VIEW THE THEN-CURRENT TERMS.

2. User Requirements and Registration

2.1 To use the Services, you represent that you are using the services solely for personal (non-commercial) use, and you are at least eighteen (18) years old, and the age of majority as defined by applicable laws. Products for children's use may be sold on Critical Group’s websites. However, these products are intended for sale to adults. Certain products may be intended for individuals of certain ages or "mature audiences" only. By ordering such products, you certify that you are old enough to view, use, own, or receive them. We are not responsible for third-party content that you may find offensive, indecent, or objectionable, although we may remove or restrict offensive or harmful content in accordance with our content moderation processes.

2.2 You may not use the Services if: (a) you cannot enter into a binding contract with us; (b) you are located in a country embargoed by your country of residence or other relevant country; (c) you are on any agency list of prohibited persons or entities, such as the U.S. Treasury Department's list of Specially Designated Nationals; or (d) you are banned from using the Services by us, in our sole discretion.

2.3 To access or use some of our Services, you may be required to create an account with us. When creating your account on Critical Group’s websites (“Account”), you agree to provide true, accurate, complete, and updated information about yourself, including contact details. You are responsible for keeping your registration information with us up to date. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict or supervise use by minors in accordance with Section 2.1, and you will accept full responsibility for any use, including unauthorized use, of the Services by minors. You may not select as your username a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your Account to anyone else without our prior written permission. You agree not to create an Account or use the Services if you have been permanently banned from any of the Services. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security and to exit from your Account at the end of each session.

2.4 You may also register an Account by connecting through a social networking service (“SNS”) account and its credentials (an “SNS Account”). If you access the Services through an SNS as part of the functionality of the Services, you may link your Account with SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to use your SNS Account to access the Services (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such SNS. By using any SNS Account to access the Services, you understand that we may collect information such as your username, profile picture, and email address associated with the relevant SNS Account (“SNS Content”). Unless otherwise specified in the Agreement, all SNS Content shall be User Submissions for all purposes of the Terms. You can disable the connection between your Account and your SNS Accounts at any time by accessing the “Settings” section of the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR PERSONAL INFORMATION THAT MAY BE PROVIDED TO US BY SUCH SNS PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. We make no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and we are not responsible for any SNS Content.

3. Rules and Restrictions

3.1 You agree to use the Services for your own use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with these Terms, the Policies, and all laws and regulations applicable to you. If your use of the Services is prohibited by any applicable laws, then you are not authorized to use the Services. We are not responsible if you use the Services in a way that breaks the law.

3.2 You are responsible for all activity associated with your Account. Therefore, you must protect the security of your Account and password and not share them with any third party. You must notify us immediately of any unauthorized use or security breach of your Account.

3.3 You must not create multiple accounts.

3.4 Any contests, raffles, surveys, games, or similar promotions (collectively, "Promotions") made available through the Services may be governed by separate rules. 

3.5 When using the Services, you agree and undertake not to take any action or make available any User Submissions through the Services that may:

(1) infringe or violate another person’s rights, including intellectual property rights.

(2) violate any of these Terms, the Policies, or applicable laws and regulations.

(3) engage in any unlawful, harmful, abusive, misleading, false, fraudulent, deceptive, threatening, harassing, defamatory, libelous, pornographic, obscene, profane or otherwise objectionable or discriminatory conduct.

(4) circumvent or attempt to circumvent any of these Terms, the Policies or other rules relating to the Services including the Promotions.

(5) constitute unauthorized or unsolicited advertising, or junk or bulk email.

(6) collect personal data from other users or use any such information collected from the Services.

(7) engage in any conduct that is likely to cause a security breach of your Account.

(8) obtain another user’s password, account, or other security information.

(9) use a third party's credentials, conceal your true IP address, or otherwise impersonate or misrepresent your identity or your affiliation with any person or entity.

(10) violate or interfere with the proper functioning or security of any computer network.

(11) run any form of autoresponder or "spam" on the Services, any process that runs or is activated while you are not logged into the Services, or any process that otherwise interferes with the proper functioning of the Services (including by placing an unreasonable load on the Services' infrastructure through overloading, “flooding,” “mail bombing” or crashing the Services);

(12) potentially harm the Services, including but not limited to the violation of any security features of the Services, use of manual or automated software or other means to access, "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services or the introduction of viruses, worms or similar harmful code into the Services.

(13) copy or store any significant portion of the content on the Services without written consent from us.

(14) decompile, reverse engineer, or otherwise obtain the source code or underlying ideas or information of or relating to the Services.

(15) buy any products which you are not legally allowed to purchase or use.

(16) abuse any promotions, discounts, or other benefits offered by us, or manipulate the price of any listed products or interfere with listings; or

(17) attempt to do anything, or permit, encourage, assist, or allow any third party to do anything, prohibited in this list.

In addition to any other remedies available to us, a violation of any of the foregoing is grounds for:

(1) removal or refusal to post any User Submission for any or no reason in our sole discretion.

(2) cancellation of your purchases of products.

(3) cancellation of Rewards or payments due from us; and/or

(4) suspension or termination of your access or use of the Services.

If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. If, because of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including User Submissions, in our possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms and Policies, (iii) respond to any claims that a User Submission violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of us, our users or the public, and all enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate.

4. Privacy

4.1 Our Privacy Policy provides information about how we collect, use, and disclose your personal information when you access, visit or use the Services. In connection with your use of the Services, you acknowledge and agree that we may collect, access, use, preserve and disclose your personal information (including your Account and user information) as described in our Privacy Policy. The Privacy Policy is part of and is governed by these Terms and by agreeing to these Terms, you agree to be bound by the terms of the Privacy Policy.

5. Communications

5.1 You consent to receive communications from us electronically, such as emails, texts, mobile push notices, and notices and messages on or through the Services (“Push Messages”), and where required by law, we will obtain your opt-in consent to deliver such Push Messages. You acknowledge that, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. Please check with your wireless service provider to determine what fees apply to your access to and use of the Services, including your receipt of Push Messages from us. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Services on your mobile device, including for your receipt of Push Messages. You also acknowledge and agree that, to the extent permitted by law, all terms and conditions, agreements, notices, disclosures, and other communications and documents that we provide to you electronically constitute and shall have the same legal effect as “in writing.”

5.2 You agree that we may communicate with you at any email address or telephone number that you provide us, to: (i) notify you regarding your Account; (ii) troubleshoot problems with your Account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; (vi) notify you regarding order, payment and delivery updates; (vii) send you authentication texts; or (viii) as otherwise necessary to service your Account or enforce these Terms, the Policies, applicable laws and regulations, or any other agreement we may have with you.

5.3 If you would like to receive our marketing materials via mobile texts and alerts, you may sign up to do so. By signing up, you acknowledge that we may send you promotional messages or other mobile messages from or on behalf of us, including one-time passcodes, notifications regarding your orders, our promotional messages, and abandoned cart reminders (enabled by using cookies we collect as described in these Terms) at the mobile number you provide us. 

5.4 If you wish to opt out of marketing emails, you can unsubscribe from our marketing email list by following the unsubscribe options in the marketing email itself.

5.5 Our communications with you may be through a third-party service provider. You acknowledge and consent that, subject to our Privacy Policy, your communications with us, our agents may be recorded, monitored and stored for quality control and training purposes, or to protect your and our interests.

6. User Submissions

6.1 “User Submission” means anything posted, uploaded, shared, submitted, stored, or otherwise provided by you through the Services, including suggestions, comments, reviews, ratings, photos, videos, or other feedback or materials, and may be viewable by other users. Any User Submission posted by you in your Account may not contain nudity, violence, sexually explicit, or offensive subject matter as reasonably determined by us in our sole discretion.

6.2 For all User Submissions, you grant us a fully-paid, royalty-free, perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide right (including any moral rights) and license to use, license, store, display, reproduce, save, modify (e.g. to make sure the User Submission is viewable on different systems and devices), create derivative works, publicly perform, publicly display, distribute, translate, or otherwise act with respect to such User Submissions as we determine is necessary to operate, market, and advertise the Services, including to present, display, or perform such User Submissions in accordance with your preferences.

6.3 You acknowledge and agree that all User Submissions (including the username under which you made them) are non-confidential and non-proprietary. We may freely display, disclose, reproduce, modify, license, transfer, distribute and otherwise use the User Submissions in any manner, without any restriction or compensation to you.

6.4 You warrant that you own or otherwise control all rights to the User Submissions and that our use of any User Submission will not infringe upon or violate the rights of any third party or violate any of the rules and restrictions contained in these Terms (including those included in Section 3 herein).

6.5 We do not endorse User Submissions, and they do not represent our views. We expressly disclaim any liability for User Submissions or damages resulting from them. We expect users to maintain a high level of integrity when submitting User Submissions that are viewable by other users, especially with respect to ratings and reviews of products. You undertake that the User Submissions that are viewable by other users are made truthfully in good faith and based only on your first-hand experience. You further undertake that you will prominently indicate if a User Submission was sponsored or paid for in any way. You acknowledge that we have no obligation to pre-screen User Submissions, although we reserve the right to pre-screen, refuse, exclude or remove any User Submission for any reason or no reason, at our discretion and without notice to you. By entering these Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the display of User Submissions you publicly and voluntarily posted on Critical Group websites. If we pre-screen, refuse, exclude or remove any User Submissions, you acknowledge that we will do so for our benefit, not yours. If you consider that User Submission is objectionable, harmful or illegal, you can report to us through the product listing page. Without limiting the foregoing, we shall have the right to remove any User Submissions that violate the Terms or are otherwise objectionable.

7. Ownership

7.1 You acknowledge and agree that all materials displayed, performed, or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and User Submissions (collectively, "Content") are protected by copyright and/or other intellectual property laws throughout the world. You undertake to comply with all copyright notices, trademark rules, information, and restrictions contained in the Content, and not to copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise use for any purpose any Content not owned by you without the prior consent of the owner of that Content.

7.2 We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing upon another person’s intellectual property rights and to terminate the accounts of the alleged infringers. 

7.3 You acknowledge and agree that we own or license the Services. You undertake not to modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services, except as expressly provided in this Section 7.

7.4 Subject to your compliance with these Terms and all applicable policies, rules, and guidelines, and your payment of any applicable fees, we or our content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Services for the sole purpose of using Critical Group’s websites. All rights not expressly granted to you in these Terms, or any policies or guidelines are reserved and retained by us or our licensors, suppliers, publishers, rightsholders, or other content providers. The licenses granted by us terminate if you do not comply with these Terms or any applicable policies, rules, or guidelines.

7.5 You may not make any commercial use of any of the information provided on the Services or make any use of the Services for the benefit of another business unless explicitly permitted by us in advance. You may not solicit, advertise for, or contact in any form users for employment, contracting or any other purpose not related to the Services facilitated through Critical Group’s websites. If you violate this provision, we reserve the right to refuse service, terminate accounts, and/or cancel purchase transactions in our discretion.

8. Responsibilities; Third Party Risks

8.1 You acknowledge and agree that any Content publicly posted or privately transmitted through the Services is the sole responsibility of the person that posted or transmitted such Content. You access and use the Content, and interact with other users, at your own risk. We are not responsible for any errors, mistakes, omissions, inaccuracies in the Content. We do not control any Content not generated by or associated with us and have no duty to take any action regarding how you may interpret, use or react to the Content. We have no obligation to review or monitor, and do not approve, endorse, or make any representations or warranties with respect to, third-party Content. You also understand that we cannot guarantee the identities of the users with whom you interact while using the Services and are not responsible for which users gain access to the Services.

8.2 You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights to contribute such Content to the Services in such manner.

8.3 The Services may contain links or connections to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or services. In addition, we will not and cannot monitor, verify, censor, or edit the content of any third-party website or service. You acknowledge and agree that we are not responsible for any risks resulting from your access or use of any third-party websites or services. 

8.4 Your interactions with other users, other entities or individuals because of your use of the Services, including communications, payments, performances and deliveries, are solely between you and such third parties; provided, however, that we reserve the right, but have no obligation, to intercede in such interactions. You should make whatever investigation and/or seek whatever professional advice as you feel necessary or appropriate before proceeding with any interaction with any of these third parties. You acknowledge and agree that we are not responsible for any loss or damage incurred as the result of such interactions. You agree that we will not be responsible for any liability incurred as the result of such interactions.

9. Release

9.1 To the fullest extent permitted under applicable law: (i) we expressly disclaim any liability that may arise between users of Critical Group’s websites; (ii) we are under no obligation to become involved, if there is a dispute between you and another user or any third party on Critical Group’s websites; and (iii) you release us, our parents, subsidiaries, affiliates, directors, officers, employees, agents and successors from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.

IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

10. Purchases

10.1 You are responsible for reading the full product listing before purchasing a product. By confirming your purchase, you agree to pay all applicable fees, taxes, shipping costs and other agreed fees associated with your purchase. Further, to the extent applicable, you acknowledge your responsibility for sales tax, goods and services tax (“GST”) and customs duties. When you place an order and the order is being shipped to you, the title for product pass to you upon delivery of the product to the carrier. You agree that, where applicable, you will act as the importer of the products purchased and you hereby authorize us to appoint a freight forwarding agent to act as your direct representative and pay any sales tax, GST and customs duties on your behalf. Please note that sales tax, GST, customs duties, and similar charges collected at the time of purchase are estimated values and may be subject to change depending on applicable laws. If additional amounts are assessed, you are responsible for them. We will not be liable if a product is delayed or denied customs clearance because of your failure to pay such amounts.

10.2 While we strive to provide accurate information on Critical Group’s websites, typographical errors, inaccuracies, or omissions that relate to pricing, product descriptions, availability, and offers may occur. Subject to applicable law, we reserve the right to correct any errors, inaccuracies, or omissions and to change or modify information or cancel orders or parts of orders if any information on Critical Group’s websites is inaccurate at any time without prior notice, including after your order has been submitted or your receipt of an order confirmation or shipping notice. Where applicable, we will provide you with a refund for modified or cancelled orders in accordance with our Return and Refund Policy.

10.3 Please check all descriptions and restrictions regarding the product you are interested in thoroughly before you place your order. If you have any special circumstance (e.g., a medical or health condition and/or special need) that may affect or be affected by the product you wish to purchase, it is solely your responsibility.

10.4 We make reasonable efforts to ensure the colour display of the products on Critical Group’s websites are as accurate as possible. However, we cannot guarantee that your monitor’s display of any colour will be an accurate depiction of the colour of the product you selected to purchase.

10.5 Without limiting your rights under any legislation providing for mandatory consumer rights or guarantees, you acknowledge that the products are in conformity with the transaction or intended purchase if they: (i) comply with the description provided on Critical Group’s websites and possess the qualities presented on Critical Group’s websites; (ii) are fit for the purposes for which goods of such kind are normally used; and (iii) are of the quality and performance which are normal in goods of the same type and which can reasonably be expected.

10.6 In order to make purchases, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorized to use. You must promptly update your account with any changes related to your payment method. BY PROVIDING INFORMATION FOR A PAYMENT METHOD, YOU AUTHORIZE US OR OUR AGENTS OR PAYMENT SERVICE PROCESSORS TO CHARGE THE PAYMENT METHOD FOR: (A) AMOUNTS DUE FOR PURCHASED PRODUCTS; (B) ANY AND ALL APPLICABLE CUSTOMS, TAXES AND SHIPPING COSTS; AND (C) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES. YOUR PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN APPLICABLE POLICIES OR IN CIRCUMSTANCES WHERE WE ARE REQUIRED TO DO SO IN ACCORDANCE WITH APPLICABLE LAW. We may decline, freeze or hold your transaction for any reason, including for suspected fraud, anti-money laundering and sanctions compliance, or if we believe your transaction poses a risk to us or any third party.

10.7 Your use of the Services and the payment processing provided by the Payment Processor is subject to your agreement with the Payment Processor, as may be modified from time to time. As a condition of using the payment services, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor.

10.8 Your payment obligations are fully fulfilled once your payment of the agreed price is received.

11. Refunds, Exchanges and Related Matters

11.1 We assist you with customer services support involving payment, return, refund and other areas in connection with your purchase of products.

11.2 For all the products purchased on Critical Group’s websites, you may be entitled to a return and refund. Please follow the instructions in the policy If you want to request a refund. Without limiting your mandatory consumer rights or guarantees, you acknowledge and agree that we may issue a refund to you in accordance with the Return and Refund Policy.

Unless otherwise described, the refund will not cover customs, taxes, or any return shipping costs you may incur in the refund process.

12. WARRANTY DISCLAIMER

12.1 NOTHING IN THIS SECTION 12 AFFECTS OR LIMITS IN ANY WAY YOUR RIGHTS UNDER ANY LEGISLATION PROVIDING FOR MANDATORY CONSUMER RIGHTS OR GUARANTEES AND OUR RETURN AND REFUND POLICY FOR PRODUCTS PURCHASED ON THE SERVICES.

12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (1) WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, ANY CONTENT OR ANY PRODUCT OFFERED OR PURCHASED ON OR THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PRODUCTS’ CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF THE CONTENT’S ACCURACY, CORRECTNESS, COMPLETENESS, OR LEGALITY; (2) ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXPRESSLY EXCLUDED. NO COMMUNICATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN;’ AND (3) WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OFFERED OR PURCHASED ON OR THROUGH THE SERVICES.

12.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (1) YOUR USE OF THE SERVICES AND YOUR USE OF ANY PRODUCT OFFERED AND PURCHASED ON OR THROUGH THE SERVICES ARE AT YOUR OWN RISK; AND (2) UNLESS EXPRESSLY PROVIDED OTHERWISE, THE SERVICES, PRODUCTS OFFERED AND PURCHASED ON OR THROUGH THE SERVICES, AND THE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

12.4 YOU ACKNOWLEDGE AND AGREE THAT THE CRITICAL GROUP’S PARTIES (AS DEFINED IN SECTION 16.1) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE CRITICAL GROUP’S WEBSITE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY FOR: (1) PRODUCTS, SERVICES, INFORMATION, PROGRAMMING, AND/OR ANYTHING ELSE PROVIDED BY A THIRD PARTY THAT IS ACCESSIBLE TO YOU ON OR THROUGH THE SERVICES; OR (2) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES.

12.5 YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES, INCLUDING YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES, AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

12.6 IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED ON OR THROUGH THE SERVICES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (1) YOU DO SO AT YOUR OWN RISK; AND (2) YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

13. LIMITATION OF LIABILITY

13.1 YOU MAY HAVE SPECIFIC REMEDIES UNDER ANY LEGISLATION PROVIDING FOR MANDATORY CONSUMER RIGHTS OR GUARANTEES THAT CANNOT BE EXCLUDED. THIS SECTION 15 IS NOT INTENDED TO EXCLUDE OR LIMIT ANY REMEDY AVAILABLE TO YOU UNDER SUCH LEGISLATION.

13.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL CRITICAL GROUP PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF DATA, PROFITS, REVENUE OR GOODWILL, REPUTATIONAL HARM, BUSINESS INTERRUPTION, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR (B) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INABILITY TO ACCESS OR USE THE SERVICES OR THE PURCHASE AND USE OF PRODUCTS OFFERED ON OR THROUGH THE SERVICES, EVEN IF WE OR ANY OTHER PERSON HAS FORESEEN OR BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A CRITICAL GROUP PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY OUR FRAUD OR FRAUDULENT MISREPRESENTATION.

13.3 THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, TO ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

13.4 YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT BY ANY USER OF THE SERVICES.

13.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT FOR WHICH THE CRITICAL GROUP PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO US BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100.00; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

13.6 THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CRITICAL GROUP PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE; (II) ANY INJURY CAUSED BY OUR FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. THIS SECTION 15.6 SHALL NOT PRECLUDE THE REQUIREMENT FOR YOU TO PROVE ACTUAL DAMAGES.

13.7 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE ESSENTIAL TO THE AGREEMENT BETWEEN YOU AND US.

14. Indemnity

14.1 To the fullest extent permitted by applicable law, you agree to indemnify and hold us, our parents, subsidiaries, affiliates, directors, officers, agents, employees, suppliers, licensors and partners (each, a “Critical Group Party” and collectively, the “Critical Group Parties”) harmless from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees ) arising from or in connection with any third-party claims relating to: (a) your use of the Services, including without limitation, User Submissions or any actions taken by a third party using your Account(except where such claim is caused by our violation of these Terms); (b) your violation of these Terms; (c) your violation of any rights of another party, including without limitation any copyright, property, or privacy right or any third-party agreement; or (d) your violation of any applicable laws, rules, or regulations. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your Account (if failure to deliver such notice shall not eliminate or reduce your indemnification obligations under these Terms).

14.2 We reserve the right, at our own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you will fully cooperate with us in asserting any available defences.

14.3 You agree that the provisions in this section will survive any termination of your Account, the Terms and/or your access to the Services.

15. General

15.1 Assignment. You may not assign, delegate, or transfer these Terms, or your rights and obligations hereunder, to any other person in any way (by operation of law or otherwise) without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may transfer, assign, or delegate these Terms and its rights and obligations hereunder to any other person without your consent.

15.2 Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.

15.3 Choice of Law. These Terms and any dispute of any sort that might arise between you and us hereunder will be governed by the laws of New Zealand. The United Nations Convention on Contracts for the International Sale of Goods does or does not apply to these Terms.

15.4 Exclusive Venue. Any dispute of any sort between you and us that arises out of or in connection with the Services and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in New Zealand. You hereby consent to and waive all defence of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such courts.

15.5 Notice. You acknowledge and agree that we may give notice to you through email using the latest email address you provided to us, which constitutes effective notice. Therefore, you are responsible for keeping your email address information with us up to date. You may give notice to us by emailing us at mw@criticalgroup.co.nz.

15.6 Export Control. You undertake to use the Services and products purchased on or through the Services in compliance with all applicable US or other export and re-export restrictions of relevant jurisdictions. You acknowledge and agree that the Services, including any products purchased on or through the Services, may not be exported or re-exported (a) into any embargoed countries by your country of residence or other relevant countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services, nor the products purchased on the Services for any purpose prohibited by any applicable law.

15.7 Waiver. Our failure to respond to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

15.8 Severability. Except as provided in Section 13, if any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

15.9 Third-Party Beneficiaries. Subject to Section 14, there are no third-party beneficiaries intended under these Terms.

15.10 Entire Agreement.These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.

16. ARBITRATION AGREEMENT

PLEASE READ THIS SECTION 16 ("ARBITRATION AGREEMENT") CAREFULLY. PLEASE BE AWARE THAT THIS SECTION CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND US MAY BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 19 INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US BE RESOLVED BY BINDING AND FINAL ARBITRATION.

16.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and we agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of the Terms (each, a “Dispute”) will be resolved by binding arbitration, using the English language, rather than in court, except that: (1) you and we may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms.