TradeWindow Ltd. and its affiliates and subsidiaries (collectively, “TradeWindow”, “Company”, “Service Provider” “we”, “us” or “our”) welcome you (the “User”, “Client”, “you” or “your”) to our Site. We’re glad that you’re thinking of working with us, however before we can continue, we need you to carefully read and accept these terms and conditions to enable you to use our Website and any additional website and/or webs pages owned and/or operated by TradeWindow (collectively, “Site”). Users may use the Site and the associated services offered by TradeWindow, immediately available or to be offered in the future. (“Services”) solely in accordance with the terms and conditions here under, unless TradeWindow or its representatives execute a separate Agreement (our “Master Services Agreement”) with the User that explicitly states it governs the use of the Services.
We’ve tried to use as little jargon as possible, but because these are your legal rights and obligations in using our Site it is essential that you contact us at email@example.com if you have any questions or concerns. If these terms and conditions are not agreeable to you, then you cannot use our Site and/or Services.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “customer” “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Site and/or Services.
If you do not agree to these Terms, please do not connect, register, access, or use the Site and/or the Services in any manner.
By accepting these Terms, you represent and warrant that any and all information you provide us through the Site and/or the Services is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited.
These terms and conditions are effective as from the date of publication. TradeWindow reserves the right to change these terms and conditions at any time. These changes would be made by notifying users of the existence of the amended terms and conditions through our Site. In the event of an amendment being made, you are considered to have agreed to be bound by the amended terms and conditions if you continue to access our Site and or use our Services.
1. ACCOUNTS AND PASSWORDS
The creation of a User account is required toenjoy the Services (collectively, an “Account”). You acknowledge and agree that by creating an Account via third party social networks such as Google, you grant TradeWindow access to your public profile on such services.You agreed that by registering onour Sitethat you are also consenting to receive communicative materials, including marketing, promotional, and other materials, from TradeWindow in the form of electronic messages.
You must also create a password to access your Account. You are responsible for maintaining the confidentiality of your Account and password and you must not disclose this information to any other person or entity. You also acknowledge that your Account and password are personal to you and agree not to provide any other person with access to the Site and/or Services using your Account or password.
TradeWindow may, at our sole discretion, suspend or terminate your account and limit your access to our Site and/or Services. Toutilise our Site and/or Services:
- You must enter the information that is required to open an account by following the registration process that is set out on the Site; and
- You must satisfy TradeWindow’s anti-money laundering checks and other registration criteria including undergoing verification checks to confirm your identity.
You must be at least eighteen (18) years of age to use the Site and/or Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; and (ii) if the User of the Services is under the age of eighteen (18) or is under the age of legal eligibility and capacity in the jurisdiction applicable to such User you hereby confirm that you are the legal guardian of the User and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with all applicable laws and regulations.
4. USER REPRESENTATIONS AND UNDERTAKINGS
You represent and warrant at all times throughout your use of the Site and/or Services that: (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents you from fulfilling your obligations under these Terms; (ii) you are and will continue to comply with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to your use of the Site and/or the Services; (iii) your use of the Site and/or Services has not been previously blocked, suspended orterminated; (iv) you do not authorise a third party to do any of the foregoing; and (v) you will not infringe or violate any of these Terms.
5. USERS OUTSIDE NEW ZEALAND
Our Site is operated by TradeWindow from New Zealand. The information and associated Services on our Site might not be appropriate or available for use in other jurisdictions. If you decide to access our Site from a jurisdiction other than New Zealand, then it is agreed that this decision has been made on your own initiative and that you are responsible for compliance with any applicable laws of the relevant jurisdiction(s).
6. RIGHT TO ACCESS AND USE
Except as otherwise specified herein, TradeWindow is granting you with a limited personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable (at TradeWindow’s discretion) right to access and use the Site and the Services subject to these Terms and in connection with websites, applications, or other web-based services that you own, license, or have a right to use. These Terms do not entitle you to any right or title in the Site and/or the Services (or any part thereof), other than the rights explicitly granted herein.
7. RESTRICTIONS ON USE
Certain conduct is strictly prohibited on and/or concerningthe Site and/or Services. Your failure to comply with the provisions set forth below may result, in the termination or suspension of your access to the Site and/or Services, which is in TradeWindow’s sole and absolute discretion and may also expose you to civil and/or criminal liability.
You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Site and/or Services (or any part thereof); (ii) use the Site and/or Services and/or in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any Users of the Site and/or Services without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (v) transmit or otherwise make available in connection with the Site and/or Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Site and/or Services, or the servers or networks that host the Site and/or Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Services or work derived from the Use of the Services; (viii) frame or mirror any parts of the Site and/or Services without TradeWindow’s prior express written authorisation; (viv) create a database by systematically downloading and storing all or any of the content from the Site and/or Services; (x) impersonate any person or entity or provide false or misleading personal information; (xi) use the Services for any illegal, immoral or unauthorised purpose; and (xii) use Site and/or Services in any way that violates any applicable federal, state, local, or international laws, regulations or ordinances(including, without limitation, any laws regarding the export of data or software to and from other countries, unfair competition, anti-discrimination, or false advertising) or (xiii) take any action which imposes an unreasonable or disproportionately large load on TradeWindow’s infrastructure.
You acknowledge that TradeWindow has the right, but no obligation, to monitor the Site and to disclose any Information necessary to operate the Site, to protect TradeWindow’, others, and TradeWindow’s customers, and to comply with legal obligations or governmental requests. TradeWindow reserves the right to refuse to post or to remove any information on the Site, in whole or in part, for any reason. Please report any objectionable information to us at firstname.lastname@example.org.
8. USER GENERATED CONTENT
Please ensure that when you use the Site and/or Services, you respect the rights of others including any intellectual property, other proprietary rights, and privacy rights of third parties who may have an interest or right in connection with the Content you upload and/or provide to TradeWindow, the Site and/or Services (the “User Content”). TradeWindow will not bear any liability for any loss, damage, cost, or expense that you may suffer or incur as a result of or in connection with uploading any User Content and TradeWindow is not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other User of the Site and/or Services.
You understand and agree that you are solely responsible for your User Content and the consequences of posting or publishing such User Content, on the Site and/or Services, in any way. You hereby warrant that your User Content is true, current, accurate and complete.
You represent and warrant that you are the rightful owner of the User Content you upload to the Site and/or Services or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Content and/or the subjects of such User Content and that such User Content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.
It is the user’s sole responsibility to obtain any and all consents required under any applicable laws, regarding the posting of any personal information of others which is part of the user content and to adhere to any applicable state and federal laws regarding such information.
Without derogating from the above, you expressly agree that the User Content that you post or upload will not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful, libellous, defamatory, offensive harassing, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates based onrace, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behaviouror conduct that would constitute a criminal offence under any law, or could give rise to civil liability or another lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited User Content do not constitute an exhaustive list.
TradeWindow is under no obligation to edit or control User Content that you or other Users post or publish andwill not be in any way responsible or liable for User Content. Although TradeWindow has no obligation to screen, edit or monitor any of the User Content, TradeWindow explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any User Content available on the Site and/or Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post on the Site and/or Services at your sole expense.
Any User Content you post to the Site will be considered non-confidential and non-proprietary. When you upload, post, publish or make available any User Content on the Site and/or Services, you grant to (i) TradeWindow a non-exclusive, royalty-free license, to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material to provideyou with the Site and/or Services and to enforce any agreement you may have with TradeWindow. You acknowledge and understand that TradeWindow may, at its sole discretion, delete or remove any of your User Content made available on the Service. You are solely responsible for the storage of your User Content.
If you provide TradeWindow with any suggestions, comments or other feedback relating to the Site and/or Services (collectively, “Feedback”), such Feedback is deemed at the incipiency the sole and exclusive property of TradeWindow and User hereby irrevocably assigns to TradeWindow all of its rights, title and interest in and to all Feedback, if any, and waives any moral rights to it (or anyone on its behalf) may have in such Feedback. Without derogating from the foregoing, User hereby represents and warrants that it shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform TradeWindow as soon asit becomes aware of any third-party right or limitation which may apply to Feedback already provided.
10. INTELLECTUAL PROPERTY RIGHTS
The Site, the Services, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, TradeWindow’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Site and/or Service and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to TradeWindow, and are subject to copyright and other applicable intellectual property rights under New Zealand laws, foreign laws and international conventions.
All logos and other proprietary identifiers used by TradeWindow in connection with the Site, Services, and other TradeWindow products and services, (“TradeWindow Trademarks”) are all trademarks and/or trade names of TradeWindow, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Site and/or Services belong to their respective owners (“Third-Party Marks”). Noright, license, or interest to TradeWindow Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you concerning TradeWindow Trademarks or the Third-Party Marks and you will not use any of these marks unless expressly permitted to do so.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of TradeWindow and/or its licensors, including any copyright mark© or trademark® or™ contained in or accompanying the Site and/or Services, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting, or staining any name, mark or logo that is identical, or confusingly similar to any of TradeWindow marks and logos, whether registered or not. For the avoidance of any doubt, as between you and TradeWindow, you are and you shall remain the sole exclusive owner of all right, title, and interest in and to all User Content, including all Intellectual Property rights relating thereto, subject to the rights and permissions granted in Section 9 above.
11. THIRD-PARTY SERVICES
The Services may be linked to and/or through certain third-party websites and other third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent of the Services. You hereby acknowledge that TradeWindow has no control over such Third-Party Services, and further acknowledge and agree that TradeWindow is not responsible for the availability of Third-Party Services and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third-Party Services.
No reference made in this Site to any specific commercial product, process, or service (or provider of such product, process, or service) other than such products, processes, or Services of TradeWindow, constitute or imply an endorsement, recommendation or favouring by TradeWindow.
12. THIRD PARTY COMPONENTS
The Services may use or include third-party software, files and components that are subject to open source and third-party license terms (“Third-Party Components”). Your right to use such Third-Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto.
If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail only in connection with the related Third-Party Components. These Terms do not apply to any Third-Party Components accompanying or contained in the Services and TradeWindow disclaims all liability related thereto. You acknowledge that TradeWindow is not the author, owner, or licensor of any Third-Party Components and that TradeWindow makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.
13. AVAILABILITY; MODIFICATIONS TO THE SERVICES
The availability and functionality of the Site and Services depend on various factors, such as communication networks software, hardware, and TradeWindow’s service providers and contractors. TradeWindow does not warrant or guarantee that the Site and Services will operate and/or be always available without disruption or interruption, or that it will be immune from unauthorised access error-free. TradeWindow reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site and/or Services (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. You agree that TradeWindow shall not be liable to you or any third party for any modification, suspension, or discontinuance of our Service.
14. DISCLAIMER AND WARRANTIES
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirementsfor anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
Your use of the Site and/or Services is at your own risk. The Site and/or Services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. neither Tradewindow nor its affiliates, including any of their officers, directors, shareholder, employees, or agents (“Tradewindow Representatives”) make any warranty or representation concerningthe completeness, security, reliability, quality, usability, suitability, completeness, accuracy, effectiveness or availability of the Site and/or Services and/or any content, data, results, or other information obtained or generated in connection with your or any user’s use of the Site and/or Services. Tradewindow does not warrant or make any representations regarding the use, the inability to use or operate, or the results of the use of the content available on the Site and/or Services. To the fullest extent provided by law, Tradewindow hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose.
Without limiting the foregoing, Tradewindow provides no representations and disclaims all warranties that the Site and/or Services will be error-free, or uninterrupted, that defects will be corrected, that the Site, Services and/or the servers that make it available are free of viruses or other harmful components, or that the site and/or services will otherwise meet your needs or expectations. Tradewindow may, at its sole discretion and without anyobligation to do so, correct, modify, amend, enhance, improve and make any other changes to thesite and/or service at any time, or discontinue displaying or providing any content or features without any notice to you.
You agree and acknowledge that the use of the Site and/or Services, including use of and/or reliance on any content available through the Site and/or Services, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk.
15. LIMITATION OF LIABILITY
To the fullest extent permitted by law, in no event shall Tradewindow and/or the Tradewindow Representatives be liable for any damages whatsoever, including direct, indirect, special, incidental or consequential damages of any kind, resulting from or arising out of the Site and/or Services, use or inability to use the Site and/or Services, failure of the Site and/or Services to perform as represented or expected, loss of good will, data or profits, the performance or failure to perform under these Terms, and any other act or omission or by any other cause whatsoever, including without limitation damages arising from the conduct of any Users and/or Third-Party Services.
No action may be brought by you for any breach of these Terms more than one (1) year after the accrual of such cause of action. As some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, then such limitations only may not apply to a user residing in such jurisdiction.
Such limitations, exclusions and disclaimers shall apply to all claims for damages, whether based in an action of contract, warranty, strict liability, negligence, tort, or otherwise. You hereby acknowledge and agree that these limitations of liability are agreed to allocations of risk constituting in part the consideration for the Tradewindow Services to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy, and even if Tradewindow and/or any Tradewindow affiliates have been advised of the possibility of such liabilities and/or damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and in no event shall Tradewindow’s cumulative liability to you exceed amounts paid to Tradewindow for use of the Services. If you have not made any payments to Tradewindow for the use of the Services, then Tradewindow shall not have any liability towards you.
Nothing in these Terms shall limit or exclude liability for anything that cannot be limited or excluded under applicable law. Note that if you are a New Zealand-based consumer and are using our Site for non-business activities then nothing in these terms and conditions abrogates any rights that you may have under the Consumer Guarantees Act 1993 (if any).
Under no circumstances will any of the content providers be liable or responsible for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), special, exemplary, punitive or other damages, under any legal theory, arising out of or in any way relating to the Site, your Site use, or the content, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Site and/or content is to cease all your Site use.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Terms that directly conflict with such laws may not apply to you.
You agree to defend, indemnify and hold harmless TradeWindow and any TradeWindow Representative from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from (i) your use of the Site and/or Services (or any part thereof); (ii) breach of these Terms by you; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services;(iv) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Services or provision of information to the Services (including but not limited to obtaining consents from the requisite parties); and (v) your violation of any applicable law or regulation.
17. DIRECT MARKETING
You hereby agree that we may use your contact details provided by you through the Site for purpose of informing you regarding our products and/or Services, which may interest you, to contact you by telephone (including texting), and to send to you other marketing material, transmitted by e-mail, notices, and/or messages on the Site. You may revoke your consent to any individually targeted communications at any time by contacting us at email@example.com
18. MISCONDUCT AND COPYRIGHT POLICY
We care for your safety and well-being. If you believe a User, including Third-Party Providers, acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behaviour or content, please report such person immediately to the appropriate authorities and us.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site and/or Services infringe your copyright, you may request removal of those materials (or access to them) from the Site and/or Services by submitting written notification to firstname.lastname@example.org.
19. INFORMATION AND MATERIAL
The content on our Site is provided for general information only. You should obtain professional or specialist advice before taking or refraining from any action based on any information housed on our Site.Our Site may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements of TradeWindow, or developments in TradeWindow’s business or industry, to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. If any such risks actually occur, they could materially adversely affect our business, financial condition or results of operations. In that case, the trading price of our common shares could decline, perhaps materially. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date originally made. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
20. AMENDMENT OF TERMS
21. TERMINATION OF SERVICE
These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Site and/or Services or use of the Site and/or Services will be governed by and interpreted in accordance with the laws of New Zealand, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this Site and/or the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competentcourts of Auckland, New Zealand. If any provision of these Terms is found to be unlawful, void, or for any reason is unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without TradeWindow’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and TradeWindow relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and TradeWindow. Notices to you may be made via email or regular mail. Our Site and/or Services may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree that if, at any time, TradeWindow does not enforce any of these terms or conditions, or expressly or impliedly grants you time or any other indulgence, that this is not to be construed as having waived that term or condition or our rights to later enforce that, or any other, term or condition. You acknowledge that any breach by you of the provisions of these Terms will cause irreparable damage to TradeWindow or our service providers and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, TradeWindow and our service providers will be entitled to injunctive relief for any breach of these Terms. If these Terms conflicts with a provision of any other Agreement (such as the Master Services Agreement) between you and TradeWindow relating to the Site and or Services, the provision in such other Agreement shall govern.
If you have any questions (or comments) concerning the Terms or the Site and/or the Services, you are welcome to send us an email to email@example.com, and we will make an effort to reply within a reasonable timeframe. By contacting us, you represent that you are free to do so and that you will not knowingly provide TradeWindow with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to TradeWindow, and TradeWindow may use or refrain from using any such information at its sole discretion.