These Terms are binding on any use of the regisTree Manager™ Application (otherwise referred to as the Application in this document) and apply to You from the time that REGISTREE MANAGEMENT LTD (otherwise referred to in this document as RML) provides You with access to the Application.
By registering to use the Application you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or group for whom You are using the Application. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Application.
These Terms were last updated on 16 November 2013.
“Access Fee” means the monthly fee (excluding applicable taxes and duties, if any) payable by You (which RML may change from time to time on notice to You).
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Application but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data inputted by You or with Your authority into the Application.
“Intellectual Property Right” means any patent, trade mark, Application mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Application” means the online tree management system called regisTree Manager™.
“Website” means the Internet site at the domain www.registreenet.com or any other site operated by RML.
“RML” means REGISTREE MANAGEMENT LIMITED.
“Invited User” means any person or entity, other than the Subscriber, that uses the Application with the authorisation of the Subscriber from time to time.
“Subscriber” means the person who registers to use the Application, and, where the context permits, includes any entity on whose behalf that person registers to use the Application.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
2. USE OF APPLICATION
1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Application that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Application;
3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Application at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Application, the Subscriber shall decide what access or level of access to the relevant Data or Application that Invited User shall have, if any.
3. YOUR OBLIGATIONS
1. Payment obligations: An invoice for the Access Fee will be issued each month starting one month from the date You logged on as an administrator to Your regisTree Manager™ account. All invoices will include the Access Fee for the preceding period one month of use. RML will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8. All RML invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties (if any) in addition to the Access Fee.
2. General obligations: You must only use the Application for Your or Your own organisation’s purposes, in accordance with these Terms and any notice sent by RML or condition posted on the Website.
3. Access conditions:
a. You must ensure that all usernames and passwords required to access the Application are kept secure and confidential. You must immediately notify RML of any unauthorised use of Your passwords or any other breach of security and RML will reset Your password and You must take all other actions that RML reasonably deems necessary to maintain or enhance the security of RML’s computing systems and networks and Your access to the Application.
b. As a condition of these Terms, when accessing and using the Application, You must:
i. not attempt to undermine the security or integrity of RML’s computing systems or networks or, where the Applications are hosted by a third party, that third party’s computing systems and networks;
ii. not use, or misuse, the Application in any way which may impair the functionality of the Application or, or other systems used to deliver the Application or impair the ability of any other user to use the Application or Website;
iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Applications are hosted;
iv. not transmit, or input into the Application, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt (nor permit any third party to) to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs or coding used to deliver the Application except as is strictly necessary to use either of them for normal operation.
vi. not loan, rent, lease, transfer assign, sell, mortgage or licence the Application or any copy; and
vii. resell the Application or otherwise transfer the value of the application, without the prior written consent of RML.
4. Indemnity: You indemnify RML against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to RML, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. CONFIDENTIALITY AND PRIVACY
1. Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
b. Each party’s obligations under this clause will survive termination of these Terms.
c. The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
1. General: Title to, and all Intellectual Property Rights in the Application, the Website and any documentation relating to the Applications remain the property of RML.
2. Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data via the Application is contingent on full payment of the regisTree Manager™ Access Fee when due. You grant RML a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Application and for any other purpose related to provision of the Application to You.
3. Use of Data: Notwithstanding 5.2, You grant RML the right to aggregate a summary of non-personal tree data collected from You and your users with data collected from other customers and users so that RML is able to generate network-wide search, analysis and reports. RML shall have the right to create and publish such analysis and reports, whether for commercial gain or as a public service whilst acknowledging the source of all such data.
4. Non-Duplication of Data: RML will not duplicate Your or other register owners’ full tree records. All subsequent traffic related to the summary data referred to in 5.3 will be directed to the record owner.
5. Backup of Data: RML adheres to best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. RML expressly excludes liability for any loss of Data no matter how caused.
6. WARRANTIES AND ACKNOWLEDGEMENTS
1. Authority: You warrant that where You have registered to use the Application on behalf of another person or organisation, You have the authority to agree to these Terms on behalf of that person or organisation and agree that by registering to use the Application You bind the person or organisation on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2. Acknowledgement: You acknowledge that:
a. You are authorised to use the Application and to access the information and Data that You input, including any information or Data input by any person you have authorised to use the Application. You are also authorised to access the processed information and Data that is made available to You through Your use of the Application (whether that information and Data is Your own or that of anyone else).
b. RML has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Application on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorising any person who is given access to information or Data, and you agree that RML has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
iii. You will indemnify RML against any claims or loss relating to:
i. RML’s refusal to provide any person access to Your information or Data in accordance with these Terms,
ii. RML’s making available information or Data to any person with Your authorisation.
c. The provision of, access to, and use of, the Application is on an “as is” basis and at Your own risk.
d. RML does not warrant that the use of the Application will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Application, including public telephone Applications, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Application. RML is not in any way responsible for any such interference or prevention of Your access or use of the Application.
e. RML is not Your tree register administrator and use of the Application does not obligate RML to manage your tree records.
3. No warranties: RML gives no warranty about the Application. Without limiting the foregoing, RML does not warrant that the Application will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Application for the purposes of managing tree records and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Application or these Terms.
7. LIMITATION OF LIABILITY
1. To the maximum extent permitted by law, RML excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Application.
2. If You suffer loss or damage as a result of RML’s negligence or failure to comply with these Terms, any claim by You against RML arising from RML’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3. If You are not satisfied with the Application, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
1. Trial policy: When You first are given administration access to the Application You can evaluate the Application under the defined trial usage conditions, with no obligation to continue to use the Application. If You choose to continue using the Application thereafter, You will be billed monthly from an agreed day and from which day You first supply Your billing details. If You choose not to continue using the Application then You should notify RML that you wish to do so.
2. Prepaid Subscriptions: RML will not provide any refund for any remaining prepaid period for any prepaid Access Fee subscriptions.
3. No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
4. Breach: If You:
a. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
c. You or Your organisation become insolvent or Your organisation goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Registree Management Limited may take any or all of the following actions, at its sole discretion:
d. Terminate this Agreement and Your use of the Application;
e. Suspend for any definite or indefinite period of time, Your use of the Application;
f. Suspend or terminate access to all or any Data.
g. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, RML may: suspend or terminate Your use of the Application, the authority for all or any of Your Organisation to use the Application, or Your rights of access to all or any Data.
5. Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Application.
6. Expiry or termination: Clauses 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. HELP DESK
1. Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting RML. If You still need technical help, please t email us at email@example.com.
2. Application Availability: Whilst RML intends that the Application should be available 24 hours a day, seven days a week; it is possible that on occasions the Application or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason RML has to interrupt the Applications for longer periods than RML would normally expect, RML will use reasonable endeavors to publish in advance details of such activity on the Website.
2. Disputes: The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) shall be subject to arbitration upon written demand of either party.
3. Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
4. Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
5. No Assignment: You may not assign or transfer any rights to any other person without RML’s prior written consent.
6. Governing law and jurisdiction: This agreement is governed by and is to be construed in accordance with the law applicable in New Zealand. By using this Application You agree to submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
7. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
8. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to RML must be sent to firstname.lastname@example.org or to any other email address notified by email to You by RML. Notices to You will be sent to the email address which You provided when setting up Your access to the Application.
9. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.