Welcome to Skool Loop!

Thank you for visiting our terms and conditions (Terms), the most updated copy of which can always be found at www.skoolloop.com (Website).

We are Advert Media Limited trading as Skool Loop, a New Zealand business with NZBN 9429032985733 (‘we’, ‘our’ or ‘us’). We provide a school communication platform called Skool Loop that enables schools, students and teachers to stay connected as described on our Website and available for download on the Apple iOS Store and the Google Play Store (Platform).

These Terms govern your subscription to access the Platform and us providing you any other services as set out in these Terms (Subscription).

By clicking the “I accept these Terms” button on our Website or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the legal entity you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.

Please note that your Subscription will continue to renew indefinitely unless you notify us that you want to cancel your Subscription in accordance with clause 13.
We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

1 ELIGIBILITY

(a) By accepting these Terms, you represent and warrant that:
(i) you have the legal capacity and authority to enter into a binding contract with us; and
(ii) if applicable, you are authorised to use the payment you provided when purchasing a Subscription.
(b) If you are signing up not as an individual but on behalf of another legal entity such as a company, your employer, an organisation, school, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using the Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

2 TERM

Your Subscription and these Terms commence on the date you agree to be bound by these Terms and will continue indefinitely until terminated in accordance with clause 13 (Subscription Period).

3 THE PLATFORM

3.1 YOUR SUBSCRIPTION
Your Subscription to the Platform includes the benefits and limitations set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

3.2 ACCOUNTS
(a) (Accounts) To use the Platform, you may be required to sign-up, register and receive an account through the Website (an Account).
(b) (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide entity information and details, such as name and details of the entity entering into this agreement, contact email address, first and last name, postal and physical addresses, payment details, verified certifications and authentication, and other information as determined by us from time to time.
(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered entity within the Platform and provide you with an Account.
(e) (Cancellation) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms.

3.3 DISCLAIMER
You acknowledge and agree that:
(a) any information provided to you as part of or in connection with the Platform or the Services is general in nature, may not be suitable for your circumstances and does not constitute any kind of professional advice;
(b) the Platform is made available to you strictly on an ‘as is’ basis, and we cannot guarantee that:
(i) the Platform will be free from errors or defects;
(ii) the Platform will be accessible at all times;
(iii) messages sent through the Platform will be delivered promptly;
(iv) information you receive or supply through the Platform will be secure or confidential; or
(v) any information provided through the Platform is accurate or true; and
(c) it is your responsibility to comply with applicable laws relevant to your entity, including industrial relations laws and privacy laws.

3.4 PLATFORM
(a) While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform.
(b) We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(c) We may change any features of the Platform at any time on notice to you.

3.5 SUPPORT SERVICES
We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services), the following terms apply unless otherwise specifically agreed in writing:
(a) we will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control;
(b) requests for Support Services will be responded to on a best endeavours basis and we provide no guarantee of Support Services being available 24/7 or that any request for Support Services will be responded to within a particular time frame;
(c) you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and
(d) you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

4 DATA HOSTING

We will store User Data you and Users upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:
(a) (hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside New Zealand.
(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
(c) (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

5 YOUR OBLIGATIONS

5.1 INFORMATION & ACCESS
You agree to:
(a) provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
(b) provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to perform the Services.

5.2 YOUR MATERIAL
(a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Platform is complete, accurate and up-to-date.
(b) You are entirely responsible for any Material you upload to the Platform. You release us from all liability in relation to any loss or damage arising out of or in connection with the Platform, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

5.3 USERS AND EULA
(A) You must, and must ensure that all Users:
(i) comply with these Terms (including the EULA) at all times; and
(ii) notify us without delay whenever you become aware of any case of a breach of this clause 5 or otherwise any illegal or unauthorised use of the Platform.
(b) You acknowledge and agree that we will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Platform and will indemnify us for any such damage, loss or expense.

5.4 YOUR OBLIGATIONS
(a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
(i) upload sensitive information or commercial secrets using the Platform;
(ii) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
(iii) use the Platform for any purpose other than for the purpose for which it was designed, including using the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(iv) upload any material that is owned or copyrighted by a third party;
(v) make copies of the Platform;
(vi) adapt, modify or tamper in any way with the Platform;
(vii) remove or alter any copyright, trade mark or other notice on or forming part of the Platform;
(viii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
(ix) use the Platform in a way which infringes the Intellectual Property Rights of any third party;
(x) create derivative works from or translate the Platform;
(xi) publish or otherwise communicate the Platform to the public, including by making it available online or sharing it with third parties;
(xii) integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any instructions provided by us in writing;
(xiii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
(xiv) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party, other than granting a User access as permitted under these Terms;
(xv) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
(xvi) share your Account or Account information, including log in details or passwords, with any other person and any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
(xvii) use the Platform for any purpose other than for the purpose for which it was designed, including using the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
(xviii) make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent; or
(xix) attempt to circumvent any technological protection mechanism or other security feature of the Platform.
(c) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
(d) You agree, and you must ensure that all Users agree:
(i) to comply with each of your obligations in these Terms;
(ii) to sign up for an Account in order to use the Platform;
(iii) that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(iv) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 5.

6 FEES AND PAYMENT

6.1 SUBSCRIPTION FEES
(a) We may, from time to time, charge subscription fees to use the Platform in the amounts specified on the Website, or as otherwise agreed in writing with us (Subscription Fees). We will not charge Subscription Fees unless we’ve otherwise agreed in writing on such fees with you.
(b) All Subscription Fees must be paid in advance and are non-refundable for change of mind.
(c) Unless otherwise agreed in writing, the Subscription Fees are due and payable at the times specified on the Website (Billing Cycle) on a recurring basis for the duration of your Subscription, with the first payment being due on the day you first access the Platform and at the beginning of every Billing Cycle thereafter.

6.2 AUTOMATIC RECURRING BILLING
(a) Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Billing Cycle from the payment method you nominated when you registered for an Account.
(b) We will not be required to pay any charge back amount if you fail to cancel your Subscription in accordance with these Terms.
(c) By signing up for a recurring Subscription that incurs Subscription Fees, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
(d) We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.

6.3 LATE PAYMENTS
We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause 6.

6.4 GST
Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

6.5 CARD SURCHARGES
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

6.6 ONLINE PAYMENT PARTNER
(a) We may use third-party online payment partner (Online Payment Partner) to collect Subscription Fees.
(a) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.
(b) You agree to release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.
(c) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

7 POSTED MATERIAL

7.1 WARRANTIES
By providing or posting any information, Material or other content in connection with the Platform (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
(a) you are authorised to provide the Posted Material;
(b) the Posted Material is accurate and true at the time it is provided;
(c) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(d) the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;
(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
(h) the Posted Material does not breach or infringe any applicable laws.

7.2 LICENCE
(a) You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to provide you with the Platform.
(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.
(c) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

7.3 REMOVAL
(a) The Platform acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from the Platform at any time without giving any explanation or justification for removing the Posted Material, including if we determine that the Posted Material infringes a third party’s Intellectual Property Rights, or is reasonably likely to.
(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

8 INTELLECTUAL PROPERTY AND DATA

8.1 PLATFORM CONTENT INTELLECTUAL PROPERTY
(a) (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.
(b) (Licence to you) You are granted a licence to the Platform Content and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

8.2 USER DATA
Our Rights and Obligations
(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Platform, and for our internal business purposes, including to improve the Platform and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Platform, our business and our other products and services.
(b) We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
(c) You are responsible for ensuring that:
(i) you share User Data only with intended recipients; and
(ii) all User Data is appropriate and not in contravention of these Terms.
(d) You:
(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9 THIRD PARTY PLATFORM, TERMS & CONDITIONS

9.1 THIRD PARTY TERMS
(a) You acknowledge and agree that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to your use of the Platform from time to time.

(b) You agree to any Third Party Terms applicable to third party goods and services that are used in providing the Platform to you, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) We will take reasonable steps to notify you of Third Party Terms that apply to the Platform, you must immediately notify us if you do not agree to such Third Party Terms.
(d) You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide you the Platform and we will not be liable for any issues in providing you the Platform where you do not agree to any Third Party Terms.

9.2 THIRD PARTY PLATFORM INTEGRATIONS
(a) You acknowledge and agree that issues can arise when data is uploaded to Platform, when data is transferred between different Platform programs, and when different Platform programs are integrated together. We cannot guarantee that integration processes between the Platform and other Platform programs will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party Platform, or for the functionality of the Platform if you integrate it with third party Platform, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.
(c) If you add third party Platform or Platform code to the Platform, integrate the Platform with third party Platform, or make any other changes to the Platform, including the Platform code (User Platform Changes), then:
(i) you acknowledge and agree that User Platform Changes can have adverse effects on the Platform;
(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Platform Changes;
(iii) we will not be liable for any failure in the Platform, to the extent such failure is caused or contributed to by a User Platform Change;
(iv) we may require you to change or remove User Platform Changes, at our discretion, and if we do so, you must act promptly;
(v) we may suspend your access to the Platform until you have changed or removed User Platform Change; and/or
(vi) we may change or remove any User Platform Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Platform Change.

9.3 NOTICE REGARDING APPLE
If you are accessing the Platform from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:
(a) these Terms are between you and us and not with Apple. Apple is not responsible for the Platform or any content available on the Platform;
(b) Apple has no obligation whatsoever to furnish any maintenance and support software for the Platform;
(c) in the event of our failure to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Platform. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be our responsibility;
(d) Apple is not responsible for addressing any claims by you or any third party relating to the Platform, including, but not limited to:
(i) product liability claims;
(ii) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation;
(e) in the event of any third party claim that the Platform or your use of the Platform infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
(f) that 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;
(g) you must comply with applicable third party terms of agreement when using the Platform; and
(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

10 CONFIDENTIALITY

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, to use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

11 PRIVACY

(a) We collect personal information about you in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at www.skoolloop.com/en-au/privacy-policy/.
(b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
(c) By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

12 LIABILITY

12.1 WARRANTIES AND LIMITATIONS
(a) (Warranties) We warrant that:
(i) during the Subscription Period, the Platform will be provided as described to you in, and subject to, these Terms; and
(ii) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
(b) (Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
(i) result from the interaction of the Platform with any other Platform or computer hardware, software or services not approved in writing by us;
(ii) result from any misuse of the Platform; or
(iii) result from the use of the Platform by you other than in accordance with these Terms.
(c) (Service Limitations) The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
(i) the Platform will be free from errors or defects;
(ii) the Platform will be accessible at all times;
(iii) messages sent through the Platform will be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Platform will be secure or confidential; or
(v) any information provided through the Platform is accurate or true.
(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the Consumer Guarantees Act 1993 (CGA). Under the CGA, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

12.2 LIMITATION OF LIABILITY
(a) (Limitation of liability) To the maximum extent permitted by applicable law, our maximum aggregate liability to you in respect of loss or damage sustained by you under or in connection with these Terms or use of the Platform is limited to $500 (NZD).
(b) (Indemnity) You agree at all times to indemnify and hold us harmless and our officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or your officers’, employees’ or agents’:
(i) breach of any of these Terms; or
(ii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) We will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by us, except to the extent this liability cannot be excluded by law).

13 CANCELLATION AND TERMINATION

13.1 CANCELLATION BY US
(a) We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you, at any time for any reason, including if:
(i) you, a member of your Personnel, or a User, are in breach of any term of these Terms; or
(ii) you become subject to any form of insolvency or bankruptcy administration.
(b) If we terminate these Terms under this clause 13, in circumstances where you have not breached any of these Terms, we will issue you with a refund of a pro-rata amount of the remainder of the current Subscription Fee (if applicable) in which you will not have access to your Subscription.

13.2 CANCELLING YOUR SUBSCRIPTION
(a) You may cancel your Subscription for convenience at any time by notice to us. The termination of your Subscription will take effect 90 days from the date on which you notify us (Cancellation Period).
(b) If applicable, any Subscription Fees that would otherwise have been payable during the Cancellation Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid for the Cancellation Period will be refundable.
(c) We will continue to provide you the Platform during the Cancellation Period (including your licence to the Platform) and you may retrieve any necessary User Data during this time.

13.3 TERMINATION FOR CAUSE
(a) If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party the nature and details of the Breach.
(b) The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
(c) After the Rectification Period, the Notifying Party will notify the other party that:
(i) where the Breach has been successfully rectified, that the agreement will continue; or
(ii) where the Breach has not been successfully rectified, that this agreement is terminated (Termination for Breach Notice).
(d) Following a Termination for Breach Notice:
(i) your Subscription will immediately terminate and you and your Users will no longer have access to the Platform, User Data or your Account; and
(ii) if you are the Notifying Party, no further fees will be payable by you (unless later found that such termination was invalid).

13.4 OTHER CONSEQUENCES FOR TERMINATION
(a) Upon termination of these Terms you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data. You release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point.
(b) Notwithstanding termination or expiry of your Account, this agreement any provisions of these Terms which by its nature would reasonably be expected to survive after termination or expiry, will continue to apply.

14 DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

15 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
(c) Subject to compliance with clause 15(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of us;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

16 NOTICES

(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the region/province whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that region/province; or
(ii) when replied to by the other party,
whichever is earlier.

17 GENERAL

17.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

17.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

17.3 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

17.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

17.5 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

17.6 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

17.7 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.