Jumpstart Digital Workshops – Terms of Use

Thank you for deciding to purchase a license to use the Jumpstart Digital Workshop content materials.  By ‘click accepting’ online, you are agreeing to the following terms of use (“terms”): 

  1. Parties: These terms are between you, the subscriber person or entity stated in your online Account set-up section with us (“you”, “your”) and New Zealand Food Innovation Network Limited, being New Zealand company with number 2448723 (“we”, “our”, “us”).  These terms also bind the respective administrators, executors, successors and permitted assigns of each party.
  2. Agreement Scope:  
    1. These terms apply to your purchase, and our delivery, of the Jumpstart Digital Workshop materials viewing licence, as selected by you from our nominated online platform (“Content”), by online access for you as granted by us.
    2. Once you have agreed to these terms, and have paid all fees and charges required in accordance with clause 3, we will provide you with access to view the relevant Content, for the term or duration which is either notified in advance for that Content, or in accordance with clause 8 below.
    3. By agreeing to these terms, you are confirming that you are aged 18 years or older, and have an appropriate device and high-speed internet connection and all other utilities and services required (at your cost) to enable you to view and use the Content in accordance with these terms.  You agree that these components of the delivery process are outside our supply scope and control, and so we are not liable for any deficiency arising from any aspect of the same. 
  3. Fees & Payment:
    1. The fees and charges payable by you regarding your right to view and use the Content are as displayed on the platform prior to you accepting these terms.  You confirm you have read and accept those fees and charges.
    2. All fees and charges are payable by you in advance, by credit card or other means as we may approve in writing from time to time.   If you pay by credit card, the terms of use and related privacy policy of the third-party card processor we use will apply in relation to each card transaction.  In that regard, we do not see or process your card data.
    3. The fees and charges agreed to will not be reduced in any way, including by any tax, levy or other cost imposed by any government authority anywhere globally.  
    4. Please note that there will be no refunds by us of any fees or charges paid by you unless you are able to prove that the Content was not able to viewed by you as a result of a material breach of these terms by us, or if we are required by New Zealand law to provide a refund to you.
  4. Intellectual Property Ownership & Licence Use Terms:
    1. In these terms, “Intellectual Property” or “IP” includes, without limitation, and as exists anywhere globally, all copyright, trademarks, digital asset rights, patents (whether registered or pending), moral rights, database rights, trade secrets, domain names, know how, and all “confidential information” which includes all information contained within the Content, or relating to us or this services or these terms in any way, other than any information which is in the open public domain other than as a result of any breach or default by you or any of your affiliated person or entities.
    2. We and/or our third-party co-owners and licensors shall at all times be and remain as the owner(s) of all IP in all Content, and in all aspects of the services we supply to you in relation to these terms, and in relation to all modifications and improvements to the same, even if suggested by you.  You or your licensors will remain as the owner of all IP owned by you which is not owned by us pursuant to this clause or these terms.
    3. The legal effect of clauses 1, 2 and 3 of these terms is that, subject to payment being made by you under clause 3, we grant to you, a limited, non-exclusive, non-transferable, non-sublicensable licence to view the Content for your own internal business development and education purposes only. 
    4. Without limiting clause 4(c), you must not download, copy or reproduce any aspect of the Content or our IP, or attempt to modify, deface, or reverse engineer the same, or allow any third party to use the Content or the services, or pass your Content access security information or other account access details to any third party for any reason, or use the Content or the associated services for any illegal purpose anywhere globally, or to cause harm, nuisance or loss to us or to any other person. 
    5. You must not publish or otherwise communicate any disparaging comments or information about us or the Content or our services in any way or manner whatsoever other than by direct communication with us with a view to resolution and improvement regarding any genuine issues as may be raised by you.
    6. You must not breach the terms of use of any platform or hosted services provider we use to the deliver the Content to you, including the terms of use published by Thinkific.com.
    7. We may immediately suspend or terminate your licence under clause 4(c) if we are reasonably of the view that you or any person affiliated with you are acting in breach of these terms.
  5. Privacy & Data Protection:  Any personal information you supply to us in relation to these terms will be used by us in accordance with our privacy policy terms (which you confirm you have read and accept), and in accordance with the Privacy Act 2020 (New Zealand).   If you have reasonable grounds to believe that any data protection laws applicable outside New Zealand also apply to your personal information supplied to us in relation to these terms then please let us know and we will work with you as may be required to consider the applicability of such laws.  
  6. Warranty & Indemnity:  We warrant that we hold the right to licence the Content to you in accordance with clause 4(c) of these terms.  You agree to indemnify us and hold us harmless against all loss, damage, cost, or expense we may suffer or incur as a result of a breach of these term by you at any time.  
  7. Liability:   Our liability to you in relation to these terms regarding any claim or other matter whatsoever is strictly limited at all times to the dollar value of all fees paid by you to us under these terms provided that: i) we will not be liable to you for any indirect or consequential loss, or any loss of revenues, profits or data; and ii)  this clause 7 will not apply if and to the extent we are not permitted by New Zealand law to limit or exclude our liability to you in relation to these terms.  If you enter into these terms for business purposes then you agree that the Consumer Guarantees Act 1993 will not apply to these terms. We will not be liable in relation to any event or circumstance beyond our reasonable control. You accept that the Content is intended to be of a generally applicable nature and is not intended to be specific to your circumstances or needs, and that further specific engagement with us by you would be required for that, which may involve separate terms and costs.
  8. Term & Termination:  Your licence to use the Content pursuant to clause 4(c) will, subject to these terms, continue for that period stated by us as part of the services we supply, or if not so stated, then for a maximum duration of 12 months following from our receipt of the first payment by you regarding that Content.  Despite this time limitation, all clauses within these terms, other than clause 4(c), will continue to apply without limit in time.
  9. Disputes:   If either party has a genuine dispute in relation to these terms, if must explain the dispute by written notice to the other party. Each party will then use all reasonable endeavours in good faith to try to resolve the dispute.  If the dispute remains unresolved after 30 days then the dispute will be referred to Arbitration with a single Arbitrator, in Auckland, in English, and with each party bearing its own costs.  If the parties are unable to agree on the Arbitrator, then that person shall be appointed by AMINZ. This clause does not restrict clause 4(g) or our right or ability to use any legal forum or process anywhere globally to enforce our right to receive payment of the fees and charges or regarding the enforcement of our IP rights.
  10. General:
    1. These terms may not be varied or assigned other with the consent of both parties in writing provided that we may assign these terms and our associated rights to any purchaser of our business assets at any time.
    2. These terms constitute the entire agreement between us regarding the Content and other subject matter contained within these terms.
    3. No failure or delay on the part of either party to exercise any right or remedy under these terms is a waiver of such right or remedy unless it is in writing and signed by the party purporting to waive its rights.
    4. Any single or partial exercise of any right or remedy under these terms does not preclude the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be.  The rights and remedies provided in these terms are cumulative and are not exclusive of any rights or remedies provided by law. 
    5. Each party must do all things and execute all documents necessary or desirable to give full effect to these terms and the transactions contemplated by it.
    6. The United Nations Convention on Contracts for the International Sale of Goods signed at Vienna on the 11th day of April 1980 does not apply to these terms.
    7. These terms are governed by the laws of New Zealand.   The parties submit to the non-exclusive jurisdiction of the New Zealand courts, subject to clause 9 above.

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