ACCEPTANCE OF THE AGREEMENT
The website, the URL of which is www.OnlineBusinessAccelerator.io, and any product, feature, software, application, data feed and service associated with such website are copyrighted products of Online Business Association of New Zealand (“we”, “us”, “our”, or “Company”). The Company wishes to grant you the license of the right to use and operate a duplicate of such website and any associated product, feature, software, application, data feed and service (hereinafter collectively referred to as the “White Label Website”) and you wish to obtain such licence from the Company.
“You”, “your”, or “yours”, which shall mean an individual or a legal entity on whose behalf you agree to the terms and conditions of the present White Label Website License Agreement and to provisions of policies incorporated herein by reference (hereinafter collectively referred to as the “Agreement”). If you accepting the terms and conditions of the present Agreement on behalf of any entity, you represent and warrant that you are authorized to accept the Agreement on such entity’s behalf, and that such entity agrees to indemnify you and us for violations of the Agreement.
The Agreement is entered into by and between you and the Company. If you are operating the White Label Website on behalf of any entity, you represent and warrant that you are authorized to accept the Agreement on such entity’s behalf, and that such entity agrees to indemnify you and us for violations of the Agreement.
Your operation of the White Label Website shall be subject to the terms and conditions contained in the Agreement. By operating the White Label Website, you accept and agree to be bound by the terms and conditions of the Agreement. If you do not agree to be bound by any of the provisions contained in the Agreement, please do not access, use, or operate the White Label Website.
You may not use or operate the White Label Website and may not enter into the Agreement if (a) you are not of legal age to form a binding contract with us, or (b) you are a person who is either barred or otherwise legally prohibited from using or operating the White Label Website under the laws of the country in which you are a resident or from which you use or operate the White Label Website.
Subject to the provisions contained under section ‘Entire Agreement’ (General Provisions), the present Agreement does not alter in any way the terms or conditions of any other written agreement you may have with the Company.
LICENCE GRANTED TO YOU
Licence. Subject to the terms and conditions of the Agreement, the Company grants you a worldwide, non-transferable, non–assignable, non-sublicensable and non-exclusive licence of the right to operate the White Label Website under your own brand name.
General Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not sublicense, sell, rent, lease, reproduce, copy, transfer, or assign any part of the White Label Website; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any part of the White Label Website; (c) you shall not use the White Label Website in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the White Label Website may be copied, downloaded, and republished in any form or by any means; (e) you shall not use, or encourage, promote, facilitate or instruct other users to use, the White Label Website for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive (including content which offends religious sensibilities).
You agree not to use the White Label Website in order to: (a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); or (c) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the White Label Website (e.g., a denial of service attack).
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the White Label Website or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the White Label Website or any part thereof.
Ownership. We and our licensors (where applicable) own all right, title and interest, including all related intellectual property rights, in and to the White Label Website and content therein. As stated above, the right to use and operate the White Label Website is licensed to you; this means that the White Label Website is under no circumstances sold/transferred to you. Indeed, the Agreement does not convey to you any rights of ownership in or related to the White Label Website. Our name, logo, and other names associated with the White Label Website belong to us (or to our licensors, where applicable), and no licence of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, where applicable) reserve all rights not granted in the Agreement.
SERVICES FEES, CANCELLATION OTHER PAYMENTS TERMS
By using the White Label Website, you agree to pay all associated fees with your licensing of the right to operate the White Label Website. The Company reserves the right to adjust its fee structure at any time. You may cancel this service at any time and for any reason, however, all fees are non-refundable. Therefore, a cancellation will only cancel future billings. The Company reserves the right to revoke access to the White Label Website if the applicable fees are not paid when due.
In order to be able to operate the White Label Website you will need to create a licensee account (“Licensee Account”) and provide certain information about yourself as requested by the Company in the online registration form. You represent and warrant that (a) all required registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the White Label Website does not violate any applicable laws.
You shall be responsible for (a) maintaining and ensuring the confidentiality and security of your Licensee Account’s login information, and (b) all activities that are conducted under your Licensee Account. You agree not to disclose your password to any third party and you shall be solely responsible for any use of or action taken through the use of such password on the White Label Website. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Licensee Account, you acknowledge and agree that the Company’s account security procedures are commercially reasonable.
The Company reserves the right to revoke your right to access your Licensee Account at any time if any misuse of the White Label Website occurs, or if unauthorized file sharing or multiple-IP logins are detected in the system.
As a White Label Website licensee, you hereby agree that you shall:
1. be solely responsible for all your trademarks, logos, design, media, text, graphics, animations, audio components, video components, photos or any other information posted and published on the White Label Website and for activity that occurs on the White Label Website (even when any such content is posted by your customers);
2. be solely responsible for all costs and expenses incurred in connection with the operation of the White Label Website;
3. be solely responsible for all tax returns, contributions and payments required to be filed with or made to any federal, state, or local tax authority, in your country of residence, with respect to your operation of the White Label Website.
4. not use the White Label Website for any illegal or unauthorized purposes. You must not, in the operation of the White Label Website, violate any laws applicable to your or the Company’s jurisdictions (including but not limited to copyright laws);
5. use good, fair and honest business practices in connection with the operation of the White Label Website;
6. ensure that your customers agree to terms and conditions similar to the provisions contained in the Company’s Terms of Service (www.OnlineBusinessAccelerator.io);
7. keep information of your customers confidential. You further agree that you may not share or sell any such customer information to business owners, offer such information as a bonus, add this information to membership sites, or otherwise distribute this information without written consent from Company.
8. not send SPAM mail or to promote any of Company’s products or services (the breach of this provision may result in immediate termination of this Agreement and/or legal action);
TERM AND TERMINATION
You hereby acknowledge and agree that the Agreement shall come into force on the date you first use the White Label Website and accept provisions contained in the Agreement and will remain in force and effect until terminated in accordance with the Agreement.
You may terminate the Agreement at any time and for any reason by contacting us in writing at: [email protected]
The Company may (a) suspend your rights to use and operate the White Label Website, and/or (b) terminate the Agreement, at any time for any reason at the Company’s sole discretion with or without notice to you, including if the Company believes you have violated any provision of the Agreement. Without limiting the foregoing, the Company reserves the right to terminate its contractual relationship with any White Label Website user who repeatedly infringes upon third party copyright rights.
Upon termination of the Agreement, your right to use the White Label Website will automatically and immediately terminate. You understand that any termination of the Agreement may involve deletion of your content from the White Label Website and the Company’s databases.
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued legal rights, obligations and liabilities of either you or the Company, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after any such termination.
You agree to defend, indemnify and hold harmless the Company, its directors, employees, agents, independent contractors, service providers and consultants, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any part of content you provide to the Company or post to, store or otherwise publish on the White Label Website or your use of or inability to use the White Label Website, including without limitation any actual or threatened suit, demand or claim made against the Company and/or its directors, employees, agents, independent contractors, service providers and consultants, arising out of or relating to (a) your or your customers’ content or conduct, or (b) your violation of the Agreement, or (c) your violation of the rights of any third party.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY THE COMPANY, THE WHITE LABEL WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE COMPANY USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE WHITE LABEL WEBSITE. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WHITE LABEL WEBSITE, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT FOUND ON THE WHITE LABEL WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WHITE LABEL WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. THE COMPANY SHALL NOT BE RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS FOUND ON THE WHITE LABEL WEBSITE, INCLUDING RELATING TO PRICING, TEXT OR PHOTOGRAPHY.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WHITE LABEL WEBSITE OR OF CONTENT OWNED BY ANY WHITE LABEL WEBSITE USER (INCLUDING YOU), INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE COMPANY OR THE WHITE LABEL WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE WHITE LABEL WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, ITS DIRECTORS, EMPLOYEES OR AGENTS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WHITE LABEL WEBSITE, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO THE COMPANY TO OPERATE THE WHITE LABEL WEBSITE UNDER YOUR OWN BRAND NAME.
Entire Agreement. The Agreement, as well as any policies incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matters hereof and supersedes all prior discussions and agreements (whether in writing or oral) between you and us with respect to such subject matters (including any prior license agreements or terms of service).
Changes to This Agreement. Company reserves the right to change this Agreement as we may deem necessary from time to time or as may be required by law. Any changes will be immediately sent to you via email provided by you and you are deemed to have accepted the terms of the Agreement on your first use of the White Label Website following any such changes.
Contractual Relationship. This Agreement does not create a partnership, agency, or employer-employee, or similar relationship between the Company and you. You do not have authority to enter into written or oral — whether implied or express — contracts on behalf of the Company. You acknowledge that the Company does not, in any way, supervise, direct, or control your actions or operation of the White Label Website.
Waiver. The Company’s failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision.
Assignment. The Company may assign, transfer or otherwise dispose of the Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of the Agreement shall be binding upon assignees.
Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, (i) the other provisions of the Agreement will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Notices: Consent to Electronic Notice. You consent to the use of (a) electronic means to execute this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your operation of the White Label Website. Notices hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), or (b) by you via email to [email protected] or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Applicable Law and Venue. The Agreement and your use of the White Label Website shall be governed by and construed in accordance with the laws of England and Wales without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
Should a dispute arise between you and the Company, the Company’s goal is to provide you with a neutral, amicable, quick and cost-effective means of resolving any dispute. Accordingly, you and the Company hereby agree that you and the Company shall first attempt to resolve any claim, dispute or controversy at law or equity that arises out of these Agreement in an amicable way prior to submitting any such claim, dispute or controversy to the jurisdiction of courts in accordance with the last paragraph of the present section (below).
You agree to submit to the personal jurisdiction of the courts located within Auckland, New Zealand for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. In any action of any kind relating to this Agreement, the prevailing party shall be entitled to collect reasonable attorneys’ fees and costs from the non-prevailing party in addition to any other recovery to which the prevailing party is entitled.