Connect 2
Terms & conditions
YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ADCORP NEW ZEALAND'S ("ADCORP") CONNECT2 ONLINE SERVICE INCLUDING OFFLINE COMPONENTS (THE "CONNECT2 SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. ACCESS TO THE CONNECT2 SYSTEM IS NOT AVAILABLE TO CLIENTS OR USERS WHO DO NOT ACCEPT THESE TERMS AND CONDITIONS. Introduction As part of the Connect2 Service, Adcorp will provide you with use of the Connect2 Service, including a browser interface, transmission, access and storage. Your registration for, or use of, the Connect2 Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Adcorp website incorporated by reference herein, including but not limited to Adcorp's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. 1. Privacy & Security Adcorp's Connect2 privacy and security policies may be viewed at connect2.adcorp.com.au and c2.adcorp.com.au. Adcorp reserves the right to modify its privacy and security policies at its sole discretion from time to time. Because the Connect2 Service is a hosted, online application, Adcorp occasionally may need to notify all users of the Connect2 Service of important announcements regarding the operation of the Connect2 Service. 2. License Grant & Restrictions Adcorp hereby grants you a non-exclusive, non-transferable, worldwide right to use the Connect2 Service for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Adcorp. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Connect2 Service in any way; (ii) modify or make derivative works based upon the Connect2 Service; (iii) create Internet "links" to the Connect2 Service or "frame" or "mirror" any part of the Service on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Connect2 Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Connect2 Service, or (c) copy any ideas, features, functions or graphics of the Connect2 Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Connect2 Service. You may use the Connect2 Service only for your internal business purposes and shall not: (i) send unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Connect2 Service or the data contained therein; or (v) attempt to gain unauthorised access to the Connect2 Service or its related systems or networks. 3. Your Responsibilities You are responsible for all activity occurring under your User accounts and shall abide by all applicable laws in connection with your use of the Connect2 Service. You shall: (i) notify Adcorp immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Adcorp immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another User or provide false identity information to gain access to or use the Connect2 Service. 4. Customer Data You, not Adcorp, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Adcorp shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Adcorp reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. 5. Intellectual Property Ownership Adcorp shall own all rights and interests, including all Intellectual Property Rights, in and to the Adcorp Technology and the Connect2 Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Connect2 Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Connect2 Service, the Adcorp Technology or the Intellectual Property Rights owned by Adcorp. The Adcorp name and logo and the product names associated with the Connect2 Service are trademarks of Adcorp or third parties, and no right or license is granted to use them. 6. Third Party Interactions During use of the Connect2 Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Connect2 Service. Any such activity, and any terms and conditions associated with such activity, is solely between you and the applicable third party. Adcorp shall have no liability or responsibility for any such correspondence, purchase or promotion between you and any such third party. Adcorp does not endorse any sites on the Internet that are linked through the Connect2 Service. Adcorp provides these links to you only as a matter of convenience, and in no event shall Adcorp or its licensors be responsible for any content, products, or other materials on or available from such sites. 7. Charges and Payment of Fees You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. As a registered user of Connect2, you accept that clicking "Complete order" at Step 4 of the Order process is your commitment to a contractual obligation for that transaction and that you are liable for all fees and charges resulting from that transaction. Adcorp reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party. 8. Excess Data Storage Fees The maximum disk storage space provided to you at no additional charge is 250MB per client. If the amount of disk storage required exceeds this limit, Adcorp will notify you of additional storage charges which will be applied. These additional storage charges will be levied at a rate determined at the sole discretion of Adcorp. Adcorp reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. 9. Billing and Renewal Adcorp charges and collects subscription fees in advance for use of the Connect2 Service. Adcorp will automatically renew and issue an invoice to you (a) every month, (b) every quarter, (c) every year or (d) as otherwise mutually agreed upon. Any variations in subscription fees will be notified to you by Adcorp with at least 30 days' prior written notice of a fee increase. Fees will be charged on a per transaction basis for the completion of media booking, print booking, production of high resolution PDF artwork and for other services on an as quoted basis. Adcorp's fees are exclusive of GST and any taxes imposed by taxing authorities. You agree to provide Adcorp with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Adcorp reserves the right to terminate your access to the Connect2 Service in addition to any other legal remedies. You agree that you will abide by the terms of the Adcorp Direct Bill Agreement (available on request) if you select the "Charge my client" option in the Billing Details section of the Order process. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 10. Non-Payment and Suspension In addition to any other rights granted to Adcorp, Adcorp reserves the right to suspend or terminate this Agreement and your access to the Connect2 Service if your account falls into arrears. If you or Adcorp initiates termination of this Agreement, you are obliged to pay the balance due on your account up to the date of termination. Adcorp reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Connect2 Service. You agree and acknowledge that Adcorp has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more in arrears. 11. Termination This Agreement commences on the Effective Date. This Agreement will automatically renew for successive renewal terms equal in duration to the Initial Payment Term (or one year, if the Initial Term is greater than one year) at Adcorp's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by providing the other party with at least 30 days written notice. In the event of termination by you, no fees paid in advance shall be refundable in whole or in part. In the case of free trials, Adcorp may terminate your access to the Connect2 Service at any time without notice to you. In the event this Agreement is terminated (other than by reason of your breach), Adcorp will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Adcorp has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. Adcorp reserves the right to terminate this Agreement in the event that Adcorp becomes unable to continue to maintain, deliver, operate or otherwise manage the Service, notwithstanding that such decision to terminate by Adcorp shall be taken as a matter of last resort and in good faith. Adcorp shall provide notice at its earliest reasonable opportunity of any decision to terminate this Agreement. 12. Termination for Cause Any breach of your payment obligations or unauthorised use of the Adcorp Technology or Service will be deemed a material breach of this Agreement. Adcorp, in its sole discretion, may terminate your password, account or use of the Connect2 Service if you breach or otherwise fail to comply with this Agreement. In addition, Adcorp may terminate a free account at any time in its sole discretion. You agree and acknowledge that Adcorp has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. 13. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Adcorp represents and warrants that it will provide the Connect2 Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Connect2 Service will perform substantially in accordance with the online Adcorp help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Connect2 Service and that your billing information is correct. 14. Mutual Indemnification You shall indemnify and hold Adcorp, its subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses including legal fees and costs arising out of or in connection with: (i) a claim alleging that your use of the Connect2 Service infringes the rights of a third party; (ii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Adcorp gives written notice of the claim promptly to you and gives you sole control of the defence and settlement of the claim, provided that you may not settle or defend any claim unless you unconditionally release Adcorp of all liability and such settlement does not affect Adcorp's business or Service. Adcorp shall indemnify and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses including legal fees and costs arising out of or in connection with: (i) a claim alleging that the Connect2 Service directly infringes intellectual property rights of a third party; (ii) a claim arising from breach of this Agreement by Adcorp, provided in any such case that you give written notice of the claim promptly to Adcorp and give Adcorp sole control of the defence and settlement of the claim, provided that Adcorp may not settle or defend any claim unless Adcorp unconditionally releases you of all liability and such settlement does not affect your business. Adcorp shall have no indemnification obligation, and you shall indemnify Adcorp pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Connect2 Service with any of your products, service, hardware or business processes. 15. Disclaimer of Warranties Adcorp and its subsidiaries, affiliates, officers, directors, employees and agents make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Connect2 Service or any content. Adcorp and its subsidiaries, affiliates, officers, directors, employees, and agents do not represent or warrant that (a) the use of the Connect2 Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Connect2 Service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the Connect2 Service or the servers that make the Connect2 Service available are free of viruses or other harmful components. The Connect2 Service is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. 16. Internet Delays Adcorp's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Adcorp is not responsible for any delays, delivery failures, or other damage resulting from such problems. 17. Limitation of Liability In no event shall either party's aggregate liability exceed the Connect2 amounts actually paid (excluding third party costs) by and/or due from you in the twelve month period immediately preceding the event giving rise to such claim. In no event shall either party be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind including loss of data, revenue, profits, use or other economic advantage arising out of, or in any way connected with this service, including but not limited to the use or inability to use the Connect2 Service, or for any content obtained from or through the Connect2 Service, any interruption, inaccuracy, error or omission, regardless of cause. 18. Notice Adcorp may give notice by means of a general notice on the Connect2 Service, electronic mail to your e-mail address on record in Adcorp's account information, or by written communication sent by mail to your address on record in Adcorp's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting or 12 hours after sending by email. You may give notice to Adcorp at any time by letter sent to Adcorp New Zealand, Level 1, 7 Kelly Street, Ultimo, Sydney NSW 2007; or by email to connect2@adcorp.com.au. Such notice shall be deemed to have been given upon receipt by Adcorp. 21. Modification to Terms Adcorp reserves the right to modify the terms and conditions of this Agreement relating to the Connect2 Service at any time, effective upon posting of an updated version of this Agreement on the Connect2 Service. You are responsible for regularly reviewing this Agreement. Continued use of the Connect2 Service after any such changes shall constitute your consent to such changes. 22. Assignment This Agreement may not be assigned by you without the prior written approval of Adcorp but may be assigned without your consent by Adcorp. Any purported assignment in violation of this section shall be void. 23. General If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect. No joint venture, partnership or agency relationship exists between you and Adcorp as a result of this agreement or use of the Connect2 Service. The failure of Adcorp to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Adcorp in writing. This Agreement comprises the entire agreement between you and Adcorp in relation to use of the Connect2 Service and supersedes all prior negotiations, discussions or agreements, whether written or oral, between the parties regarding the Connect2 Service. 24. Definitions "Agreement" means these online terms of use and any materials available on the Adcorp website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Adcorp from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Connect2 Service; "Customer Data" means any data, information or material provided or submitted by you to the Connect2 Service in the course of using the Connect2 Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Connect2 Service; "Initial Term" means the initial period during which you are obliged to pay for the Connect2 Service equal to the billing frequency selected by you during the subscription process; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, trade names, domain name rights, know-how and all other intellectual property rights; "License Administrator(s)" means those Users designated by you who are authorised to create User accounts and otherwise administer your use of the Connect2 Service; "License Term(s)" means the period(s) during which you are licensed to use the Connect2 Service; "Adcorp" means Adcorp New Zealand and its subsidiaries; "Adcorp Technology" means all of Adcorp's proprietary technology including software, hardware, products, processes, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to you by Adcorp in providing the Connect2 Service; "Service(s)" means the online advertising management systems including Adcorp Technology developed, operated, and maintained by Adcorp, accessible via www.connect2.adcorp.com.au, www.c2.adcorp.com.au or other web site or IP address, and ancillary online or offline products and services provided to you by Adcorp, to which you are being granted access under this Agreement; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Connect2 Service and have been supplied user identifications and passwords by you or by Adcorp at your request. Questions: If you have questions regarding this Agreement or wish to obtain additional information, e-mail connect2@adcorp.com.au.