1 ACCEPTANCE OF TERMS
By downloading the App, you agree to be bound by the terms of this EULA. If you are entering into this EULA on behalf of an entity, you represent that you have authority to bind that entity. If you do not have such authority or you do not agree to the terms of this EULA, neither you nor the entity may use the App.
2 DEFINITIONS AND INTERPRETATION
2.1 The following definitions apply in this EULA unless inconsistent with the context or otherwise specified:
"Account" means an App account set up by a Licensee;"Additional Account User" means the Licensee's employees, contractors or other persons to whom the Licensee has granted access to its Account;
"App" means our "Nutrinza App" mobile application and includes any modifications or updates to, or new versions or releases of, that mobile application which we may make available to you from time to time;
"Data" means any information provided by you, or collected in connection with, your use of the App, including information about your device, data, equipment operation, configuration and location data (if enabled), files and other content collected or stored by the Licensor (directly, indirectly or on its behalf through third parties);
"Documentation" means any online or electronic documentation regarding the App which is published by or on behalf of the Licensor from time to time;
"EULA" means this End User Licence Agreement;
"Licensee", "you" or "your" means a person who downloads the App;
"Licensor", "us" or "our" means Nutrinza Limited; and
"Third Party Products" means software, data, websites and other products or services that are licensed, sold, or otherwise made available by third parties and which may be incorporated within the App.
2.2 In the construction and interpretation of this EULA unless inconsistent with the context or otherwise specified:
(a) words importing the singular number include the plural and vice versa, references to any gender include every gender and references to persons include corporations and unincorporated bodies of persons, government or semi-government bodies or agencies or political subdivisions of them;
(b) any examples in this EULA, and references to "including", “for example” and similar words, are illustrative only and do not imply any limitations;
(c) any reference to a party includes that party’s successors and permitted assigns;
(d) references to clauses are references to the clauses of this EULA;
(e) references to statutes or statutory provisions include those statutes or statutory provisions as amended, extended, consolidated, re-enacted or replaced from time to time and any orders, regulations, instruments or other subordinated legislation made under them;
(f) headings are inserted for convenience only and do not affect the interpretation of this EULA; and
(g) references to "written" and "in writing" include any means of permanent visible representation.
3 GRANT OF LICENCE
3.1 Subject to the terms of this EULA, the Licensor grants the Licensee (and its Additional Account Users) a non-transferrable, non-exclusive, non-sublicensable licence to:
(a) use the App solely for the purposes for which the App has been provided (as specified or contemplated within the App or the Documentation from time to time), which includes for the purpose of customising and ordering animal feed blends, and
(b) use the Documentation solely in connection with the Licensee's use of the App.
3.2 The Licensee shall be solely responsible for:
(a) managing the access of its Additional Account Users, including ensuring the Account remains secure and terminating access to the Account when an Additional Account User no longer requires such access; and
(b) the acts and omissions of the Additional Account Users, including by ensuring that the Additional Account Users comply with the obligations under this EULA as if they were a party to it. Any breach of this EULA by an Additional Account User will be deemed a breach by the Licensee.
3.3 The terms of this EULA will govern any content, materials, or services accessible from or purchased within the App.
4 NUTRINZA TERMS OF TRADE APPLY
4.1 By placing an order for goods via the App you acknowledge and agree that the supply of the goods will be subject to the Licensor's Terms of Trade, available to view at https://www.nutrinza.com/links... ("Terms of Trade").
4.2 The Licensor reserves the right to cancel orders placed via the App at its sole discretion.
4.3 The Terms of Trade continue to apply in respect of orders placed via the App notwithstanding the termination of this EULA.
5.1 Your use of the App is at your own risk and the Licensor is not responsible or liable in any way for your Data. In addition, you acknowledge and agree that the Licensor is not liable for any loss or damage which may be incurred by you or anyone else as a result of the availability, performance or content of Third Party Products, including as a result of any loss, damage or corruption to your Data.
5.2 You grant the Licensor a worldwide, non-exclusive and sub-licensable right (including to arrange for third party service providers to provide services on our behalf) to store, use, modify, adapt, prepare derivative works from, reproduce, publish, display, distribute and communicate your Data for the purpose of providing, operating, supporting and improving the App, processing and managing orders placed via the App, verifying your compliance with the terms of this EULA and enforcing the Licensor's (and as applicable the Licensor's licensors' and suppliers') rights, including all intellectual property rights in and to the App. You represent and warrant to the Licensor that you have the right and authority to grant the rights in this clause and that your Data will not violate this EULA.
5.3 You must make sure that the Data you provide or upload is free of anything illegal or that may be offensive, any viruses and anything else that infringes a third party’s rights or that could have a detrimental effect on the App or the Licensor. The Licensor reserves the right (but has no obligation to) remove or edit any of your Data that the Licensor considers, in its sole discretion, is contrary to this EULA. You also acknowledge and agree that the Licensor may disclose your Data if it, in good faith considers, that such disclosure is required to comply with a legal process or requirement, enforce this EULA or respond to any claims by a third party.
6 THIRD PARTY PRODUCTS
6.1 The App may contain links to Third Party Products which are not provided by the Licensor. Third Party Products are not under the Licensor's control, and the Licensor is not responsible for and has not checked and approved their content or their privacy policies (if any). You must make your own independent judgement about whether to use any such Third Party Products, including whether to buy any products or services offered by them.
6.2 You will not use the Third Party Products in any manner that is inconsistent with this EULA or that infringes the intellectual property rights of the Licensor or any third party. Third Party Products may not be available in all languages or in your home country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such Third Party Products, you are solely responsible for compliance with any applicable laws. The Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third Party Products at any time without notice or liability to you.
8 YOUR OBLIGATIONS
8.1 It is your responsibility to:
(a) back up any content and data which you may require access to in the future; and
(b) check that the facilities, specifications and functions of the App meet your requirements.
8.2 You must:
(a) not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App or any operating system;
(b) comply with all terms and conditions specified in this EULA;
(c) never misuse the App. This includes trying to access the App in a way that the Licensor has not expressly permitted or doing anything that adversely affects the App or its use by anyone else;
(d) access and use the App in a reasonable and proper manner and never in a way that infringes the Licensor's or anyone else's rights or accesses any data or information which you are not authorised to access. You must notify the Licensor immediately upon becoming aware of any noncompliance;
(e) never resell, transfer, distribute, sub-license or otherwise make available to any third party all or any part of the App;
(f) never copy or modify, or create derivative works from, all or any part of the App;
(g) comply with all laws and regulations (including any privacy laws in your jurisdiction) applicable to your use of the App;
(h) never reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of all or any portion of the App, or the software underlying the App, except as may be permitted in your jurisdiction by mandatory law;
(i) provide accurate, current and complete information as part of the App purchase process or whenever otherwise required as part of your use of the App;
(j) comply with all the Licensor's directions and restrictions regarding the use of the App;
(k) never undermine, or attempt to undermine, the security or integrity of the App, circumvent any restrictions the Licensor places on your use of the App, or obtain access to any part of the App that the Licensor has not expressly given you permission to access;
(l) notify the Licensor immediately upon becoming aware of any actual or potential breach of security or unauthorised access to or use of any part of the App, including unauthorised access to yours or anyone else’s information;
(m) make sure all your user ID, codes and passwords for the App are kept confidential and secure and are properly used by you. You must immediately tell the Licensor whenever you have reason to believe that this has not happened; and
(n) never access or use the App for the purpose of building a product or service which competes with or is derivative of the App or which has similar features or functionality.
9 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
9.1 The Licensor, and as applicable the Licensor's licensors and suppliers, own all rights, title and interest, including all intellectual property rights (whether or not registered and anywhere in the world), in and to the App and the Documentation, including in any underlying software, ideas or know how. Except to the extent that the Licensor specifically grants you a licence under this EULA, the Licensor does not grant you any rights, title or interest in relation to any of the foregoing or any of our trade marks, logos and business, product and domain names.
9.2 You acknowledge that you have no right to have access to the App in source-code form.
9.3 You may choose to submit ideas, comments, feedback or suggestions to the Licensor in relation to the App (“Suggestions”). You acknowledge and agree that any Suggestions do not contain any confidential or proprietary information. You grant, and warrant that you have the right to grant, the Licensor a perpetual, irrevocable, worldwide, transferable, sub-licensable and non-exclusive right to use, share, commercialise and otherwise exploit any Suggestions in any way and for any purpose, at no charge and free of any obligation to you or anyone else.
10 UPDATE TO THE APP AND CHANGES TO THE SERVICE
From time to time the Licensor (or its third party agent or supplier) may automatically (or request you to) update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. If you choose not to install updates or if you opt out of automatic updates you may not be able to continue using the App or you may encounter issues in connection with your use of the App.
If you want to learn more about the App, have any problems using it, think the App is faulty or mis-described or you wish to contact the Licensor for any other reason please contact [email protected]
12.1 You may terminate this EULA at any time on written notice to the Licensor.
12.2 The Licensor may terminate this EULA for any reason by giving you at least 7 days' notice.
(a) you have breached this EULA; or
(b) the Licensor (in its sole discretion) considers it necessary or reasonable to do so (for example, if required by law, to protect the App and the use of it by anyone else or where the Licensor's ability or right to provide any part of the App has been stopped or restricted),
the Licensor may terminate this EULA immediately on written notice or may (without notifying you) end, suspend or restrict your access and use of the App. To avoid any doubt, the exercise of the rights to end, suspend or restrict will never prevent the Licensor from exercising its rights to terminate this EULA, and the Licensor can exercise the rights to suspend or restrict more than once for the same or different reasons.
13 EFFECT OF TERMINATION
13.1 When this EULA terminates for any reason:
(a) all rights the Licensor has granted to you under this EULA shall cease;
(b) you must immediately stop using the App, delete or remove it from all devices within your possession or control and, if requested by us, certify to us in writing that you have done so;
(c) where an Account is being deleted, you must procure all Additional Account Users to immediately cease using the App, delete or remove it from all devices within their possession or control and, if requested by us, certify to us in writing that this has been completed; and
(d) the Licensor will use reasonable endeavors to provide a facility for you to download your Data from the App (in a format that the Licensor will determine).
13.2 In the event of termination of this EULA the Licensor (or its third party supplier or agent) may remotely access your devices and remove the App from it.
13.3 Termination of this EULA does not affect the clauses that are intended to survive termination or any rights or remedies that have accrued beforehand.
14 CHANGES TO THIS EULA
14.1 From time to time, the Licensor may make changes to this EULA. Any such change will take effect on the date that the changes are notified to you. You may be required to read and accept any updated version of this EULA to continue your use of the App.
14.2 It is your responsibility to ensure you are familiar with the most recent version of this EULA. If you do not agree with any changes you should immediately stop using the App and delete the App from your device.
15 LIMITATION AND INDEMNITY
15.1 The App and the Documentation are made available to you "as is" and your use of the App and the Documentation is at your sole risk. Subject to clause 15.2, the Licensor does not provide any warranty, representation or guarantee in relation to the App, the Documentation or any Third Party Products. Without limiting this, the Licensor does not warrant, represent or guarantee that:
(a) the App will perform to any particular level or standard;
(b) the App or the Documentation will be error free;
(c) the App or your Data will be available at all times or secure;
(d) the App will be suitable for your purposes or produce any particular results;
(e) the App or the Documentation, or any use of them, will not infringe any third party rights (including intellectual property rights).
15.2 Nothing in this EULA shall exclude or limit the Licensor's obligations or liability in respect of any statutory warranties or guarantees which may not be lawfully excluded or limited.
15.3 The Licensor shall not be liable to you (whether in contract, tort or otherwise) for any direct, indirect, incidental, special, consequential or exemplary losses, damages, costs or expenses which may be incurred by you under or in connection with this EULA, the App or the Documentation.
15.4 You agree to hold harmless, defend and indemnify the Licensor from and against any loss, liability, damage, cost or expense arising from or in any way related to:
(a) your breach of this EULA;
(b) your violation of applicable laws; or
(c) the Data (or any other information or data) you provide to us.
16.1 You may not transfer or assign any of your rights or obligations under this EULA. You must remove the App if you sell your device to a third party. The Licensor may subcontract, transfer or assign all or any part of its rights or obligations under this EULA without your consent.
16.2 The Licensor may provide any notices under this EULA via post to the address the Licensor holds for you, in person, via the App, by email to the email address the Licensor holds for you, or by text message to the mobile number the Licensor holds for you. Any such notice will be deemed to have been received by you within five Business Days in the case of a notice by post and at the time of delivery, transmission or notification in all other cases.
16.3 This EULA constitutes the entire agreement and understanding between the Licensor and Licensee in respect of the App.
16.4 The Licensor will not be responsible or liable for any failure or delay to perform its obligations due to any cause that is beyond the Licensor's reasonable control or any failure by you to perform any of your obligations.
16.5 If any provision of this EULA is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect.
16.6 Except as expressly provided in this EULA, only the Licensor and Licensee have any benefit under and any right to enforce this EULA.
16.7 This EULA is governed by the laws of New Zealand. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the New Zealand courts.