Terms

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© Copyright 2017 SeekStock NZ Limited. All Rights Reserved.

 

Trademark notices

SeekStock is a retail insight and analytics software as a service from SeekStock NZ Limited.

SeekStock is a trademark of SeekStock NZ Limited, registered in New Zealand. All Rights Reserved.

 

Our terms

These terms and conditions, together with our privacy policy and any order form agreed between us, govern our supply and your use of our products and services, including any beta use, free trials, proof of concepts or piloting. If there is any inconsistency between these terms and an order form or other document we have agreed with you, these terms prevail. These terms and your order form(s) set out all of the terms applicable to our supply of our products and services and replace any statements or proposals not contained in them, or other terms of yours that you may have proposed. By registering for or using our products and services you agree to these terms. If your use is on behalf of a company or other legal entity, your agreement represents your authority to bind that entity to these terms. These terms were last updated 28th October 2016. We reserve the right to change these terms from time to time by publishing a revised version on our website. The most up to date version of these terms, and any amendments, will apply from the date we accept your order and your subscription commences, until the termination or expiry of your subscription.
 

Beta use, free trials, proof of concepts and piloting

If you register with us for a beta program, free trial, proof of concept or pilot, we will provide you with the appropriate products and services until your trial expires. You will not be obliged to continue with the service if you provide us with a cancellation notice to info@seekstock.co.nz prior to the trial expiry date. Any products loaned to you for trial purposes must be returned to SeekStock promptly within 30 days of the conclusion of your trial or you will be invoiced the month following. No warranties apply while you are using our products and services on a trial basis. We reserve the right to cancel a trial at any time. During any trial period, your use will be for non production, evaluation purposes only and we do not accept any liability to you for loss of any kind arising, except to the extent that we are required to do so by law. We may decide to discontinue a beta release at any time.
 

Your purchased products and services

We will provide you with the appropriate products and services as per your order form, including support where selected. We grant you the right to access and use our service per your subscription, and subject to any limits or other restrictions set out in these terms or that we notify you of from time to time. You will be responsible for managing the use of our service by users you invite to access the system on your behalf, including the security of your passwords. If you use the system on behalf of another entity, you must be authorized by that entity to do so. We will endeavour to make these services available to you online 24 hours a day, 7 days a week except if we advise you in advance of a planned downtime or if we encounter a problem beyond our reasonable control, such as an act of God, but give no warranties in respect of availability, as set out below.
 

Your content, responsibility and security

You will retain ownership over all content that you upload to the service or otherwise physically provide us with in connection with the service, however you grant to us a perpetual, royalty free licence to process, store and otherwise use that data in order to provide your services, including the use of aggregate data in benchmarking and other research. You are fully responsible for that content and data, including for ensuring the accuracy and legality of your data, privacy policies and legal compliance. You are responsible for making sure you have the right to use text, image, video, document and other content that you add to your SeekStock service and abide by all copyright laws and other legal requirements. We will not perform checks on your data or content in the ordinary course, but if we become aware that your content or data infringes or is alleged to infringe any third party rights or breaches any other law, we may remove it from our systems. You agree to indemnify us (including our related companies, personnel and contractors) against any third party claim alleging that your content or data breaches that third party’s intellectual property rights or is otherwise unlawful.

We will put in place reasonable measures to protect the safety of your data that is held by us, including:

  • using your data only to the extent necessary to provide the products and services

  • keeping your data confidential and not disclosing it to or allowing access by any other person, except as required by law

  • notifying you if we become aware of any misuse of your data

We recommend that you maintain your own secondary copy of your data. SeekStock NZ Limited does not make a guarantee that you will not lose your data. If you do not purchase a plan by the trial expiry, or your purchased plan does not cover the applicable functions of your trial data, or you choose not to renew your subscription, we may delete your data from our systems without retaining a copy and you will need to copy your data from the system before that date or your data will be lost. We may retain a copy of your data following cancellation or a failure to purchase or renew your subscription and reserve the right to process, store and otherwise use that data, including the use of aggregate data in benchmarking and other research. We reserve the right to archive historic data, which may impact the responsiveness of retrieving data that is more than 12 months old.
 

Your usage

Your use of our products and services is subject to fair use and scaling factors identified. These quantities as per your order form may apply to the number of your users, outlets, devices and data size. If your usage exceeds these limits, you will need to place an additional order for the overage by moving up to the next tier plan where possible. We will take reasonable steps to warn you of an upcoming overage. We reserve the right to charge you additional fees and charges for usage that exceeds any agreed limits.
 

Your responsibilities

You are responsible for ensuring that your use of our products and services complies with applicable laws, including the laws around privacy. You must set up a user account and login in order to use our services. You are responsible for the accuracy of all information provided to us in connection with your account, for procuring any consents required from individuals that you provide us with information about and for the security of your account and login details. If we provide you with information relating to individuals who are using the SeekStock app to access your data and content, you agree to comply with our reasonable instructions and all applicable laws in respect of that information.
 

Fees

You will pay the fees and charges applicable to the products and services we provide to you as per your order. Any charges invoiced are due within 30 days. If your invoice is more than 30 days overdue, we may suspend or terminate your services. Our fees exclude all taxes and are non refundable, except as expressly stated.
 

No warranties for the SeekStock service

We exclude all other express or implied representations, conditions, warranties and guarantees in relation to our products and services not expressly set out in these terms. You confirm that you are acquiring our products and services for the purposes of a business as defined in the Consumer Guarantees Act 1993, and that therefore that legislation does not apply. We do not warrant our service will be uninterrupted or error free. This includes the receipt of data from third party providers where we are reliant on their services. Data received from third parties will be subject to the third party’s terms. If we set up an integration on behalf, you acknowledge this automatically involves acceptance of the third party’s terms and you agree to their acceptance on your behalf.

Indemnification

We will indemnify you against any third party claim alleging that your use of our products and services in accordance with these terms and for the purposes anticipated by these terms infringes that third party’s intellectual property rights, provided that you give us notice of the claim as soon as possible, permit us to handle all negotiations for settlement and control and direct any litigation that may follow and fully co-operate with us in respect of the claim.
 

Liability

To the maximum extent permitted by law, we exclude all liability and responsibility to you in contract, tort or otherwise for any loss or damage arising under or in connection with these terms and your use of our products or services. To the extent that we cannot lawfully exclude our liability, our aggregate liability to you in any 12 month period shall not exceed the amount of the fees and charges paid by you to us over that 12 month period. We exclude all liability to you for any consequential, indirect, punitive, special or incidental losses or damages and for any loss of profits, revenue, business, reputation, data or anticipated savings. These exclusions and limits do not apply to the indemnity we give you in respect of third party infringement claims.
 

Governing law and jurisdiction

These terms are governed by New Zealand law and any disputes will only be pursued in the jurisdiction of the courts of New Zealand.
 

Intellectual property

The SeekStock website, app, instrumentation data, original analytics and all intellectual property rights in the services and service documentation are the property of SeekStock or its licensors. You have no right to use them except as necessary to use our products and services in accordance with these terms.
 

Confidentiality

Each party will preserve the confidentiality of all confidential information obtained from or in relation to the other party under these terms and will not use or disclose that confidential information without the other party’s written consent, except as required by law.
 

Renewal and termination

Your subscription is for the period specified in your order form, unless terminated earlier in accordance with these terms. It will automatically renew for a further subscription term (of 12 months or such other period as is specified in your order form) unless cancelled in writing to info@seekstock.co.nz at least 30 days prior to the expiry date. Either party may terminate this agreement immediately in writing on notice if the other party is in material breach of these terms (and in the case of a breach which can be remedied, the breach is not remedied within 30 days) or becomes insolvent. We may also terminate the service at any time for any or no reason on 30 days’ notice, in which case you will be refunded any fees or charges you have already paid for the remaining subscription term. Your right to use our products and services ceases immediately on termination of your subscription, The terms of this agreement relating to confidentiality, liability, indemnities, intellectual property rights and governing law will survive termination.
 

Publishing of content and marks

By using the SeekStock system, you agree and consent to any content and marks you enter for public display purposes to be published to the SeekStock public website or app and for your organisation’s use of SeekStock to be referenced.

When you may not use our products and services

You acknowledge that your right to use our products and services is subject to certain restrictions. You may not:

  • subscribe to or use our products or services for any purpose if you are a competitor of SeekStock who provides analytics or retail insight management systems;

  • modify, copy, reproduce or re engineer any part of the SeekStock system;

  • do or attempt to do anything which would undermine the security or integrity of the SeekStock system;

  • use SeekStock for any illegal purposes; or

  • gain or attempt to gain unauthorised access to any part of the SeekStock system.

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 © Seek Stock NZ Limited 2018. All rights reserved.