T&G GLOBAL – WEBSITE AND APPLICATIONS TERMS AND CONDITIONS – end user licence agreement

EFFECTIVE AS OF: 11 April 2017

All websites (“Sites”) and applications (“Apps”) made available by T&G Global Limited and/or one or more of its subsidiaries or affiliates (individually and collectively, “T&G”, “we”, “us” or “our”) are controlled and/or maintained by T&G. By using our Sites or Apps, users (“User”, “you” or “your”) agree to be bound by each of the terms and conditions set forth below and any amendments thereto (“Terms and Conditions”). Please review these Terms and Conditions from time to time, as they may be amended without notice. The date of our Terms and Conditions is set forth at the top of this document. Any changes to these Terms and Conditions will be effective immediately upon the posting of the revised Terms and Conditions on our Sites. Your ongoing use of our Sites or Apps constitutes your agreement to the amended Terms and Conditions.

Please note that your use of certain features of our Sites or Apps may be subject to additional terms and conditions. By using these features, you also agree to be bound by such additional terms and conditions.

Where you have provided T&G with your email or other details, you agree that those details may be used by T&G to provide you with news or other information relevant to T&G’s business, including offers.  T&G may use the information that you provide to improve its products, services, service offerings and technologies.  You will have a right to unsubscribe from receiving information from T&G.

T&G may terminate, change, suspend or discontinue any aspect of the Sites or any App, including the availability of any features of any Site or App, at any time. T&G may also impose limits on certain features and services relating to the Sites/Apps or to restrict your access to parts of or the entire Site or App, in each case, without notice or liability. T&G may, at any time, terminate the authorization, rights and license given herein or given in respect of any App.

PROPRIETARY RIGHTS

All materials on our Sites or relating to any of our Apps, including, without limitation, names, logos, trademarks, images, text, columns, graphics, photographs, illustrations, artwork, audio clips, video clips, software, and other elements making up the Sites and/or the Apps (collectively, “Content”), are protected by copyrights and other intellectual property rights owned and controlled by us, our affiliates, or other parties that have licensed or otherwise provided their material to us. Except as specifically provided herein or elsewhere on the Sites or provided in connection with an App,  you are not entitled to copy, reproduce, republish, decompile, reverse engineer, disassemble, attempt to derive the source code of, transmit, modify, or create derivative works of the Content, functionality of the App, any updates, or any part thereof  without the prior express written permission of T&G. You may not add, delete, distort, or otherwise modify the Content. Any unauthorized attempt to modify any Content, to defeat or circumvent our security features, or to utilize our Sites or any App for any purpose other than their intended purposes is strictly prohibited.

T&G grants the User a non-exclusive, non-assignable, non-transferable, and revocable license (“License“) to use and display, for personal and non-commercial use only (other than in relation to any App which expressly provides for commercial use), one copy of any material provided on our Sites or any App specifically for the purpose of downloading by the User (“Downloaded Material”). The Licence is personal to you and you may not rent, lease, lend, sell redistribute or sublicense the right to access the Downloaded Material or use of any App. The User agrees to maintain any and all copyright and other notices contained in such Downloaded Material. The User further agrees not to alter or modify the Downloaded Material in any way (provided that the inputting of any data into Downloaded Material, through the normal and intended use of any App, shall be permitted). This License may be revoked by T&G at any time. Upon revocation, the User agrees to delete and/or destroy any Downloadable Material obtained from the Sites as well as from each App.

LINKED SITES

Our Sites and Apps may contain links to other websites that are not controlled or maintained by T&G. You agree that we will not be responsible for the content, advertising, privacy policies, products, services, or other materials on or available from such linked websites. Use of linked websites is at your own risk. We encourage you to note when you leave any of our Sites or move from our App to a third party website and to read the terms of use of such other websites. In addition, our Sites may link to websites owned or operated by T&G subsidiaries or other affiliated companies (“Affiliated Sites”). Please note that the Affiliated Sites may also be subject to the terms of use and policies posted on those sites.

RULES OF CONDUCT

By using our Sites or any App, the User accepts the following rules of conduct.

 

The User will not post to or transmit through our Sites or any App any material that would violate or infringe in any way upon the rights of others, including but not limited to any threatening, harmful, defamatory, obscene or pornographic material; material that is fraudulent or contains false, deceptive, or misleading statements, claims, or representations; or any material that violates the laws or regulations of New Zealand, or would give rise to civil or criminal liability in New Zealand. The User shall not use our Sites or any App to post, upload, or otherwise make available any material protected by a proprietary right, including but not limited to copyright and/or trademark or other third party right without express written permission of the owner of such right.

Further, the User shall not use our Sites or any App (a) in violation of any applicable law, regulation, or judicial order; (b) in a manner that violates the terms of these Terms and Conditions, the terms of any applicable agreement with T&G, or any other T&G policy applicable through these Terms and Conditions; or (c) in a manner that interferes with or adversely affects the operation of any  Site, any App or any hardware, software, networks, systems, technology, and facilities upon and within which it operates (“Infrastructure”). Users shall cooperate with T&G in investigating and correcting any apparent or actual breach of these Terms and Conditions.

Users shall be solely responsible for any material (“Material”) that they maintain, transmit, download, view, post, distribute or otherwise access or make available using any Site, any App or any Infrastructure. In the event that T&G becomes aware of any such User’s Material or of any activity engaged in by the User that may violate these Terms and Conditions and/or expose T&G to civil or criminal liability, T&G reserves the right to investigate such Material, block access to such Material and suspend or terminate any features of or Content on the relevant Site or App without any liability to the User. T&G further reserves the right to cooperate with legal authorities and third parties in investigating any alleged violations of these Terms and Conditions, including disclosing the identity of any User that T&G believes is or may be responsible for such violation. T&G also reserves the right to implement technical mechanisms to prevent violations of these Terms and Conditions. Nothing in these Terms and Conditions shall limit in any way T&G’s rights and remedies at law or in equity that may otherwise be available.

SUBMISSIONS

Any notes, postings, ideas, suggestions, concepts, or other material submitted through our Sites, any App, e-mail or by any other means that we may create or provide in the future will become the property of T&G throughout the world and we shall be entitled (without compensation to you or any other party) to use such material, either commercially or non-commercially, in perpetuity in any form and manner in any media, whether known or hereafter devised, and you will not have any claim against us with respect to such use. You agree that, in the event you make a submission to us: (i) it is original with you and accurate, (ii) it does not violate, and its use will not violate, the rights of any third party or any applicable law or regulation, and (iii) you will use commercially reasonable efforts to ensure that any such submission is free from viruses, worms, trojan horses, or other items of a destructive nature. You further agree not to use our Sites, any App, any Content or any products or services included on or available through our Sites or any App for any unlawful purpose.

T&G has no responsibility for any material or information created, stored, maintained, submitted, transmitted or made accessible on or through the Sites, any App or the Infrastructure by Users, and is not obligated to monitor or exercise any editorial control over such material.

Ownership of Data

Title to (and all Intellectual Property Rights associated with) data input by you into our Sites or Apps relating to you and/or your business remains your property. However, in using our Apps and Sites you agree to grant us a perpetual, worldwide, sub-licensable license to use, store and copy your data.

 

Where we, our Apps or Sites create derived data from data inputted by you, the ownership of any derived data shall be retained by T&G and/or its subcontractors, agents and third party data providers, as appropriate.

Data Sharing

We will not disclose or share your data except:

  1. where doing so is reasonably required to deliver functionality of our Apps or Sites to you;
  2. where you have expressly authorised us to do so either in writing or through using one or more of our Apps/Sites;
  3. where we are required to do so by law;
  4. where it is non-identifiable to you.
PRIVACY

We are committed to respecting your privacy and protecting your personally identifiable information. Any information we may collect regarding users of our Sites or Apps is subject to our Privacy Policy, the full text of which is available via this link to our

INFRINGEMENT AND REGULATORY COMPLAINTS

T&G will and shall be entitled to cooperate with any law enforcement authorities and to comply with any judicial order requesting or directing T&G to disclose the identity of anyone uploading, downloading, or posting materials, or otherwise using our Sites, Apps or Infrastructure in violation of any applicable laws or regulations in New Zealand.

DISCLAIMER OF WARRANTIES

OUR SITES, APPS AND ALL CONTENT AND SERVICES INCLUDED ON OR AVAILABLE THROUGH OUR SITES AND APPS ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SITES OR ANY APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. T&G AND ITS SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS AND ADVERTISERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALTHOUGH WE INTEND THAT THE CONTENT OF OUR SITES AND TECHNOLOGY ASSOCIATED WITH OUR APPS ARE ACCURATE, COMPLETE, AND CURRENT, WE MAKE NO WARRANTY: (I) THAT USE OF OUR SITES, ANY APP OR ANY CONTENT OF RELATING TO THEM (INCLUDING ANY SOFTWARE) WILL BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR ERROR FREE; (II) THAT OUR SITES OR ANY APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (III) THAT ANY ERRORS ON OUR SITES OR APP WILL BE CORRECTED; OR (IV) THAT THE SERVERS ON WHICH OUR SITES, APPS AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE CONTENT PROVIDED ON OUR SITES OR ANY APP IS MEANT FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR ANY TYPE OF PROFESSIONAL ADVICE.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL T&G OR ITS SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS AND ADVERTISERS BE LIABLE FOR ANY PERSONAL INJURY, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES SUFFERED BY YOU OR ANY OTHER PERSON, OR FOR ANY SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR LOSS OF COMPUTER PROGRAMS, DATA  OR INFORMATION ARISING FROM (I) YOUR USE OF OR INABILITY TO USE OUR SITES OR APPS, OR (II) CONTENT AND/OR SERVICES INCLUDED ON OR AVAILABLE THROUGH OUR SITES OR APPS OR ANY AFFILIATED SITESS. IN NO EVENT SHALL T&G’S (INCLUDING ITS SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS AND ADVERTISERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES) LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED UNDER APPLICABLE LAW IN RELATION TO PERSONAL INJURY) EXCEED NZ$100.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN RESPECT OF T&G’S APPS PURCHASED, ACQUIRED OR DOWNLOADED THROUGH ANY THIRD PARTY SOURCE (THIRD PARTY SOURCE), YOU AGREE THAT THE LICENCE ARRANGEMENTS ARE BETWEEN YOU AND T&G AND THE THIRD PARTY SOURCE SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE APP, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION OR RESPONSIBILITY FOR MAINTAINING OR PROVIDING ANY SERVICE OR SUPPORT IN CONNECTION WITH THE APP.

EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability. Therefore, the above disclaimer of warranties and/or limitation of liability may not apply to you.

INDEMNIFICATION

You agree to defend, indemnify and hold T&G and its subsidiaries, partners, agents, affiliates, licensors and advertisers and their respective officers, directors, shareholders, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable legal costs) arising from your breach of your agreements under these Terms and Conditions.

MISCELLANEOUS

These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts located within New Zealand. All of these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary and the remaining provisions shall be enforced. These Terms and Conditions constitute the entire agreement between the parties hereto, and supersede any other agreement, promise, or practice between the parties relating to the subject matter hereto. T&G reserves the right to modify any or all of these Terms and Conditions, at its sole discretion.  T&G also reserves the right to terminate your access to and ability to use our Sites, any App or any portion or portions thereof, at any time (with or without notice). No waiver by either party of any right hereunder shall constitute a waiver of this or any other right.

CONTACT INFORMATION

If you have questions or comments about these Terms and Conditions or our Privacy Policy please contact us.