WARNING! PLEASE READ THIS MOBILE APPLICATION END USER LICENCE AGREEMENT (AGREEMENT) CAREFULLY. BY CLICKING “I ACCEPT” OR BY INSTALLING OR USING THE APPLICATION YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS YOU MUST NOT CLICK “I ACCEPT” AND MUST NOT INSTALL OR USE THE APPLICATION.
VIPPA Limited, a New Zealand registered company (VIPPA, we, us or our) agrees to provide to you a copy of the VIPPA mobile application (Application) on the following terms and conditions:
We may change these Terms and Conditions on reasonable grounds at any time. We will tell you via the Platform when we are making such changes. You will be deemed to have accepted those changes if you continue to use the Service after we post the amended terms. If you do not agree to the changes, do not continue to use or access the Service. You may terminate these Terms and Conditions as set out below if you do not agree with any changes that we make.
1. LICENSE
1.1
On your download of the Application, we grant to you, and you accept, a non-exclusive, non-transferable sub-licence to install and use the Application on one mobile device owned and controlled by you, subject to the provisions of this Agreement.
1.2
The Application is intended to operate as a mobile application on Apple, Inc.'s (Apple) iOS or Google Inc.'s (Google) AndroidTM platform (or any other platform through which the Application is made available by us from time to time) which is current at the date the Application is purchased.
1.3
This Agreement is concluded between you and us only, and we are solely responsible for the Application and content of the Application (subject to the terms of this Agreement). Apple, Google or any other relevant platform provider is not party to this Agreement and is not in any way responsible for the Application or content of the Application.
1.4
The Application provides App Users and Businesses access to a business marketing platform (the Service).
2. OTHER AGREEMENTS
2.1
To make use of the Application, you must agree to the terms and conditions contained in:
(b)
the Business Terms and Conditions if you register as a Business;
(c)
our
Privacy Policy which sets out how we collect, use and disclose personal information in connection with your use of the Application.
2.2
In the event of any inconsistency between this Agreement and the agreements and documents stated in clause 2.1 in relation to your use of the Application, this Agreement will prevail.
3. YOUR OBLIGATIONS
(a)
be aged 18 or older to use the Application;
(b)
register for, install and use the Application in accordance with any user requirements made available, or advised of, in relation to the Application;
(c)
only use the Application on a mobile device that you own and control;
(d)
ensure that all activity that occurs with your Application complies with this Agreement, the Privacy Policy and the Business Terms and Conditions;
(e)
not use any adapted or modified version of the Application or use any other mobile application or website in any way that may falsely imply any association with the Application or us;
(f)
comply with all relevant laws in relation to your use of the Application; and
(g)
indemnify us from and against any and all liability, losses, damages, costs and expenses awarded against, incurred or suffered by us arising out of your use of the Application or breach of this Agreement.
4. RESTRICTIONS ON US
(a)
use the Application, or allow the Application to be used, for any illegal or unauthorised purposes or for any purposes for which the Application was not intended by us;
(b)
translate, decompile, reverse engineer, reverse compile, reverse assemble or in any manner attempt to derive the source code of the Application, or directly or indirectly allow or cause a third party to do so, except to the extent expressly permitted under applicable law;
(c)
copy the Application (or any part of the Application) by any means or in any form;
(d)
sell, sub-sublicense, rent, lease or otherwise distribute the Application (or any part of the Application) to any other person;
(e)
attempt to defeat or circumvent any hardware or Application lock or licence key or code provided with, or incorporated within, the Application or otherwise used in the Application that in any way compromises our servers, hardware, software or related services, except as specifically permitted under applicable law;
(f)
and must not cause or encourage any other person to, harass, abuse, threaten or injure any other user of the Application; or
(g)
post, link to, or otherwise make available through the Application any material that is untrue or inaccurate, objectionable or offensive in any way, or unlawful, libellous, defamatory or otherwise violates any party’s rights, including any intellectual property rights.
5. FEES AND PAYMENTS
5.1
Businesses will be charged for their use of certain aspects of the Application in accordance with the Business
Terms and Conditions.
5.2
We reserve the right to introduce or change fees for the Application at any time on reasonable written notification to you. You will be given a reasonable opportunity to access and consider the new fees, and to terminate this Agreement without penalty if you do not accept the fee change. If we introduce a new service, the fees for that service are effective at the launch of the service, unless otherwise stated.
6. TERMINATION
6.1
We may, at our discretion, at any time:
(a)
withdraw the Application by giving you at least 30 days’ prior written notice;
(b)
modify the Application, including or add or remove any features.
6.2
We may terminate your account, this Agreement and your access to the Application immediately without prior written notice if:
(b)
we reasonably consider that you have violated or are likely to violate any applicable laws; or
(c)
we reasonably consider your behaviour whilst using the Service or in connection with your use of the Service, to be unacceptable.
6.3
You agree that any termination of your account and access to the Application by us under this Agreement pursuant to clause 6.2, may be effected without prior notice. You acknowledge and agree that we may immediately deactivate or delete your accounts and all related information and history in such accounts and/or disable any further access to such history and information or our Application. Further, you agree that, to the maximum extent permitted by law, we will not be liable to you or any third party for any costs or damages of any kind for or resulting from any such termination of your membership or access to our Application.
6.4
You may terminate your access to the Application at any time via the Service or by sending us written or email notice of termination or other such method as required in your jurisdiction.
6.5
Clauses 3.1(g), 4.1, 6.5, 8, 9 and 11.3 - 11.5 will survive termination of this Agreement.
7. SUPPORT
7.1
We offer the following limited support and assistance in relation to the Application:
(a)
a problem reporting feature within the Application;
(b)
bug fixes and updates to the Application as we make them generally available to sub-licensees of the Application; and
(c)
information, FAQs and other support information on our vippa.co.nz and vippa.co.nz websites.
7.2
We make no commitment that the support or assistance provided under clause 7.1 will be available at all times, that we will respond in any particular timeframe or that we will be able to solve all problems.
7.3
You acknowledge that neither we nor any other party has any obligation whatsoever to furnish any other maintenance and support services with respect to the Application.
7.4
You agree that you are responsible for any back-ups of any data, including any statements
8. INTELLECTUAL PROPERTY RIGHTS AND PERSONAL INFORMATION
8.1
You acknowledge and agree that:
(a)
we are the owner of all copyright, design rights, rights in any inventions, trade mark rights and all other intellectual property rights in and to the Application and any parts of it, including its source code;
(b)
the Application is and contains our valuable, confidential and proprietary information;
(c)
you must not remove, deface, amend or obscure any copyright or other intellectual property rights notices in the Application; and
(d)
no licence, right to use or other interest in the Application is granted to you, except as expressly stated in these terms and conditions.
8.2
All modifications, customisations, enhancements, developments or other improvements in or to the Application made by you and all intellectual property rights in and to those improvements will be owned by us. You must execute all documents and do all things necessary to vest legal ownership of the intellectual property rights in such improvements in us.
8.3
You must notify us immediately in the event of any third party claim that the Application, or possession or use of the Application infringes that third party’s intellectual property rights. You must not make any admission or statement in relation to such a claim without prior written approval.
8.4
The Application provides you access to content and product and service information of other users and third parties (Third Party Content). We do not assert any ownership, are not responsible for, and provide no warranty or endorsement in relation to any:
(b)
link to any website included in any Third Party Content, or made available by another user or third party through the Service; or
(c)
third party products or services including those advertised or made available through any Third Party Content or any linked website or content.
8.5
Use of such third party products or services, Third Party Content or linked website is at your own risk.
8.6
Personally identifiable information will be collected, stored, used and disclosed in accordance with our
Privacy Policy.
9. WARRANTIES AND LIABILITY
9.1
You may have rights under statutory consumer guarantees and rights provided under applicable law. Except where you are in trade, this includes the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. This Agreement does not limit or exclude your rights under these guarantees or any other statutory rights that we cannot legally exclude or limit (Statutory Guarantees). Where you are in trade, you acknowledge and agree that we are supplying the Application in trade and, to the extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
9.2
Except as expressly set out in clause 9.1, and to the extent that we are legally permitted to do so, we exclude any other warranties, guarantees or terms in relation to the application and the related support services, including, without limitation, all warranties, representations and undertakings that:
(II) does not infringe the intellectual property rights of a third party;
(III) will be free from interruption for maintenance, updates or any other reason; and
(b)
any materials, information or other content included on, or made available through use of the Application:
(I) are accurate or complete; or
(II) can or should be relied on by you or any other person.
9.3
Without limiting clause 9.2, to the extent permitted by law, we are not liable (in contract, tort including negligence or otherwise) for any damage to any property or personal injury that may arise as a result of your reliance on information provided on the Application
9.4
Except as required by applicable law, and subject to clause 9.1, in no event will we either we or you liable to the other (whether in contract, tort including negligence, or otherwise) for any loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature (including any loss of profit, loss of opportunity or loss or corruption of any data or information), arising directly or indirectly out of the Platform, the Service or this Agreement.
10. APPLE
10.1
Where you purchase, access and/or download the Application from the Apple App Store:
(a)
you must ensure that your purchase, downloading and use of the Application complies with the Usage Rules set out in the App Store Terms and Conditions;
(b)
you are only licensed to use the Application on an iPhone, iPad or iPod that you own or control;
(c)
you acknowledge Apple is not a party to this Agreement and is not in any way responsible for the Application or content of the Application;
(d)
you acknowledge that Apple has no responsibility to provide any support, maintenance or update in relation to the Application;
(e)
we, not Apple, are responsible for addressing any claims you have relating to the Application or your use or possession of the Application including, but not limited to:
(I) product liability claims;
(II) any claim that the Application fails to conform to any warranties or other applicable legal or regulatory requirement; and
(III) claims arising under any consumer protection or similar legislation;
(f)
to the extent any warranty is implied by law or otherwise applies in relation to the Application, in the event of that the Application fails to conform with that warranty, you may notify Apple and Apple may refund the purchase price for the Application to you and, to the maximum extent permitted by law, Apple will have no other warranty obligations whatsoever with respect to the Application and all other claims, losses, liabilities, damages, costs and expenses attributable to any failure to conform with any warranty will be our responsibility, subject to this Agreement;
(g)
in the event of any third party claim that the Application, or possession or use of the Application infringes that third party's intellectual property rights Apple will have no responsibility for the investigation, defence, settlement and discharge of any such claim; and
(h)
you acknowledge that, to the extent allowed by law, Apple and Apple's subsidiaries are third party beneficiaries to this Agreement and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
11. GENERAL
11.1
You may not assign, sub-license or transfer this Agreement, or any of your rights or obligations under it, to any other person without our prior written consent.
11.2
If any part of this Agreement is held to be invalid, unenforceable or illegal for any reason, this Agreement will be deemed to be amended by the addition or deletion of wording necessary to remove the invalid, unenforceable or illegal part, but otherwise to retain the provisions of this Agreement to the maximum extent permissible under applicable law.
11.3
No failure or delay by us to exercise any right or remedy under this Agreement will be construed or operate as a waiver of such right or remedy. No single or partial exercise by us of any right or remedy will preclude the further exercise of such right or remedy.
11.4
The laws in force in New Zealand govern the formation, validity, construction and performance of this Agreement. The parties irrevocably agree that the courts exercising jurisdiction in New Zealand will have non-exclusive jurisdiction to hear and determine all disputes under this Agreement.
11.5
You represent and warrant that you:
(a)
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
(b)
are not listed on any U.S. Government list of prohibited or restricted persons.
11.6
This Agreement, our
Privacy Policy and the Business
Terms of Use and supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written and constitute the entire agreement between the parties relating to the subject matter of this Agreement.
11.7
Any questions, complaints or claims regarding the Service can be directed to us by e-mail at
info@vippa.co.nz or telephone to
+642108410010.