Terms & Conditions

    Disclosure & Terms and Condition

    Last Updated: Effective Date: May 2018

    This Privacy Policy explains how information about you is collected, used and disclosed by GoodlifeZen (“Company,” “we,” “us” or “our”). This Privacy Policy applies to information we collect when you use our websites, mobile applications and the services, content and materials made available through our websites or mobile applications (collectively, the “Services”), or when you otherwise interact with us.

    We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the “Last Updated” date at the top of this policy and, in some cases, we may provide you with additional notice (such as by adding a statement to our website or by sending you a notification). We encourage you to review our Privacy Policy whenever you access the Services or otherwise interact with us to stay informed about our information practices and the ways you can help protect your privacy.

    Collection of Information

    Information You Provide to Us
    We collect information you provide directly to us. For example, we collect information when you create an account, participate in any interactive features of the Services, subscribe to a newsletter or email list, participate in an event, survey, contest or promotion, make a purchase, communicate with us via third-party social media sites, request customer support or otherwise communicate with us.

    The types of information we may collect include your name, email address, password, preference or interest data, and any other information you choose to provide.

    Information We Collect Automatically
    When you access or use our Services, we automatically collect information about you, including:

    • Log Information: We collect log information about your use of the Services, including your Internet Protocol (“IP”) address, web request, access times, pages viewed, web browser, links clicked and the page you visited before navigating to the Services.
    • Mobile Device Information: We collect information about the mobile device you use to access our Services, including the hardware model, operating system and version, unique device identifiers, mobile network information and information about your use of our mobile applications.
    • Information Collected by Cookies and Other Tracking Technologies: We and our service providers use various technologies to collect information, including cookies and web beacons. Cookies are small data files stored on your hard drive or in device memory that help us improve our Services and your experience, see which areas and features of our Services are popular, and count visits. Web beacons are electronic images that may be used in our Services or emails and help deliver cookies, count visits, and understand usage and campaign effectiveness. For more information about cookies, and how to disable them, please see “Your Choices” below.
    • Information We Collect From Other Sources
      We may also obtain information from other sources and combine that with information we collect through our Services. For example, if you create or log into your account through a third-party social media site, we will have access to certain information from that site, such as your name, account information and friends lists, in accordance with the authorization procedures determined by such social media site; we may also collect information about you when you post content to our pages/feeds on third-party social media sites.

    Use of Information

    We may use information about you for various purposes, including to:

    • Provide, maintain, improve and promote our products and services;
    • Provide and deliver the information, products and services you request, process transactions and send you related information, including confirmations and receipts;
    • Send you technical notices, updates, security alerts, and support and administrative messages;
    • Respond to your comments, questions and requests, and provide customer service;
    • Communicate with you about products, services, surveys, offers, promotions, rewards and events offered by Company and others, and provide news and information we think will be of interest to you;
    • Monitor and analyze trends, usage and activities in connection with our Services;
    • Personalize and improve the Services and provide advertisements, content or features that match user profiles or interests;
    • Facilitate contests, sweepstakes and promotions, and process and deliver entries and rewards;
    • Link or combine with information we get from others to help understand your needs and provide you with better service; and Carry out any other purpose for which the information was collected.

    GoodlifeZen is part of the Wellspring Company and is based in New Zealand. The information we collect is governed by New Zealand law. By accessing or using the Services or otherwise providing information to us, you consent to the processing and transfer of information in and to New Zealand and other countries.

    Sharing of Information

    We may share information about you as follows or as otherwise described in this Privacy Policy:

    • With vendors, consultants and other service providers who need access to such information to carry out work or perform services on our behalf;
    • When you participate in the interactive areas of our Services, certain information you provide may be displayed to other users, such as your name, photo, comments and other information you choose to provide;
    • In response to a request for information if we believe disclosure is in accordance with, or required by, any applicable law, regulation or legal process;
    • If we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property and safety of Company or others;
    • In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business by another company; and
    • With your consent or at your direction.

    Social Sharing Features

    The Services may offer social sharing features and other integrated tools (such as the Facebook “Like” button), which let you share actions you take on our Services with other media, and vice versa. Your use of such features enables the sharing of information with your friends or the public, depending on the settings you establish with the entity that provides the social sharing feature. For more information about the purpose and scope of data collection and processing in connection with social sharing features, please visit the privacy policies of the entities that provide these features.

    Advertising and Analytics Services Provided by Others

    We may allow others to serve advertisements on our behalf across the Internet and to provide analytics services. These entities may use cookies, web beacons and other technologies to collect information about your use of the Services and other websites, including your IP address, web browser, pages viewed, time spent on pages, links clicked and conversion information. This information may be used by Company and others to, among other things, analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites and better understand your online activity. For more information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes by companies that participate in the Digital Advertising Alliance, please visit www.aboutads.info/choices.

    Security

    Company takes reasonable measures to help protect information about you from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction.

    Your Choices

    Account Information
    You may review, correct or modify information maintained in your online account at any time by logging into your account and updating your profile information or by emailing us at maryjaksch@gmail.com. If you wish to delete or deactivate your account, please email us at maryjaksch@gmail.com, but note that some information you provide through the Services may continue to be accessible (e.g., comments you submit through the Services) and that we may continue to store information about you as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period of time.

    Cookies
    Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability or functionality of our Services

    Promotional Communications
    You may opt out of receiving promotional communications from us by following the instructions in those communications or by sending an email to maryjaksch@gmail.com. If you opt out, we may still send you non-promotional communications, such as those about your account or our ongoing business relations.

    Contact Us

    If you have any questions about this Privacy Policy, please contact us at maryjaksch@gmail.com

    Terms of Service

    Last Updated: Effective Date: May 2018

    PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION WHICH REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS.

    BY ACCESSING OR USING OUR SERVICES (DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

    These Terms of Service (“Terms”) apply when you access or use the websites (collectively, the “Site”) of GoodlifeZen (“Company,” “we,” “us” or “our”), our mobile applications, and the services, content and materials made available via the Site or mobile applications (collectively, the “Services”). These Terms do not alter in any way the terms or conditions of any other agreement you may have with Company for products, services or otherwise.

    We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Your continued use of the Services following our notice of the amended Terms will confirm your acceptance of the amended Terms. If you do not agree to the amended Terms, you may not continue accessing or using the Services.

    All questions or comments about the Services should be directed to maryjaksch@gmail.com.

    1. Privacy Policy
    Please refer to our Privacy Policy for information about how Company collects, uses and discloses information about you.

    2. Eligibility
    The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you: (a) are 18 years of age or older; (b) have not been previously suspended from using the Services; and (c) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreement to which you are a party.

    3. Account
    In order to access and use certain areas or features of the Services, you may be required to register for an account. If you create an account via our Services, you agree to: (a) provide accurate, current and complete information; (b) maintain and promptly update your account information to keep it accurate, current and complete; (c) maintain the security of your account and accept all risks of unauthorized access to your account and the information you provide to us; and (d) immediately notify us if you discover or otherwise suspect any security breaches related to your account or the Services.

    4. Terms of Sale
    Access to certain materials, video and other course content on the Services is made available for purchase (“Premium Services”). Your payment for any access to any Premium Services is subject to the following terms:

    1. Price; Payment Plans. The price for any Premium Services will be made available via the Services at time of purchase. You may pay for access to the Premium Services in full at the time of your purchase or pursuant to any installment payment plan that we make available.
    2. Installment Payment Plans. If you select an installment payment plan, you hereby grant Company permission to automatically charge the applicable Premium Services fee to your designated payment method at the beginning of each applicable payment period until all payments have been completed. If you select an installment payment plan, you agree to keep your designated payment method information, including all billing information, current, complete and accurate.
    3. Valid Payment Methods. Only valid payment methods acceptable to us, or our designated payment processors, may be used to purchase access to our Premium Services. By submitting your order to purchase access to our Premium Services, you represent and warrant that you are authorized to use your designated payment method and authorize us, or our designated payment processors, to charge your purchase to that method. If your payment method cannot be verified or is invalid, your order may be suspended or cancelled automatically. You must resolve any problem we, or our designated payment processors, encounter in order to proceed with your order.
    4. Refunds. Please consult our refund policy at for any of our courses.   (“Refund Policy”) for information regarding any refunds that may be available. If a course is offered through Clickbank, their  refund policy is applicable.
    5. No Cancellations. Other than in connection with our Refund Policy, all sales are final and we do not offer any refunds or cancellations. If you select an installment payment plan, you will be obligated to complete all installment payments.
    6. Failure to Pay A failure to pay an installment payment related to any of the Services may result in the immediate suspension or termination of all Services. Upon suspension or termination, you will no longer be able to access your account and any Services. To maintain access to your account and all corresponding Services, your account and payments must be current and in good standing for all programs and Services for which you have registered. Pursuant to our Refund Policy, if your account is suspended or terminated for a failure to pay, you will not receive any refund except at our sole discretion and any scheduled automatic renewals will not occur.
    7. Errors in Charges. In the event of an error that results in an incorrect charge, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any erroneous amount charged. In addition, we may, in lieu of a refund as provided in this paragraph, opt to provide you with a service credit, with a value equal to the amount charged to your payment method.
    8. Taxes. You are responsible for any applicable sales or use tax, duties, or other governmental taxes or fees payable in connection with your purchase. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and Company reserves the right to collect such taxes or other fees from you at any time.
    9. Automatic Renewal Terms. Certain Services are ongoing subscriptions (“Subscriptions”). By enrolling in a Subscription program, you agree that a Subscription fee will be billed at the price you agreed to when subscribing to the payment you provide for the then-current Subscription period on a recurring basis until you cancel. If you do not wish for your account to renew automatically, or if you want to change or cancel your Subscription, please email us at maryjaksch@gmail.com.
    10. Access to Services.
    11.       Upon payment in full for a program advertised as “lifetime access,” you will receive access to the program that you purchased for the duration of the time GoodlifeZen offers the Site and your specific program, subject to these Terms. We reserve the right to discontinue programs and adjust the Site and programs at our sole discretion, so, where available, be sure to download any material you want to keep, since you’ll no longer have access to the membership area after access ends. For Subscription programs, you will only receive access to the Services during the term of your subscription, subject to the requirement to be in “good standing”.

    5. Copyright and Limited License
    Unless otherwise indicated, the Services, including all content, video and other materials on or made available via the Services, are the proprietary property of Company and its licensors and are protected by international copyright laws.  Any use, copying, redistribution and/or publication of any part of the Services, other than as authorized by these Terms or expressly authorized in writing by us, is strictly prohibited. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the proprietary property of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. You do not acquire any ownership rights to any content, video and other materials on or made available via the Services, and we reserve all rights not expressly granted in these Terms.

    You are granted a limited, non-transferable, non-exclusive, revocable right to access and use the Services solely for your own personal purposes; provided, however, that such license is subject to these Terms and does not include the right to: (a) resell, lease, rent or sublicense any Services or any access to the Services or any content, video and other materials on or made available via the Services; (b) copy, distribute, publicly perform or publicly display any Services or any content, video and other materials on or made available via the Services; (c) modify or otherwise make any derivative uses of any Services or any content, video and other materials on or made available via the Services; (d) download (other than page caching) any content, video and other materials on or made available via the Services, except as expressly permitted in connection with the Services; or (e) use the Services or any content, video and other materials on or made available via the Services other than for their intended purposes.  Except as explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

    6. Confidential Information; Non-Disclosure.

    1. You acknowledge that certain content, videos and other materials on or made available via the Services constitute the Confidential Information of Company.  “Confidential Information” refers to certain information that is marked as “Confidential” or “Proprietary” that we reasonably regard as proprietary or confidential relating our courses, business, products, processes and techniques, including without limitation information relating to our trade secrets, business plans, strategies, methods and/or practices that is not generally known to the public and is disclosed to you pursuant to your express agreement to maintain the confidentiality of the Confidential Information.
    2. Except as expressly allowed herein, you agree to hold in confidence and not disclose any such Confidential Information except in accordance with this Agreement.
    3. The foregoing obligations shall not apply to the extent that Confidential Information: (i) must be disclosed to comply with any requirement of law or order of a court or administrative body; (ii) is known to or in your or our possession prior to receiving the disclosure of such Confidential Information as documented by notes or records; (iii) is known or generally available to the public through no act or omission of you or us in breach of this Agreement; or (iv) is made available free of any legal restriction by a third party. The duties and requirements under this section shall survive termination of this Agreement.
    4. You hereby agree that any unauthorized disclosure of Company’s Confidential Information may cause immediate and irreparable injury to Company and that, in the event of such breach, Company will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

    7. Hyperlinks
    You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray Company or the Services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking website does not contain any illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Company logo or other proprietary graphic of Company to link to the Site without the express written permission of Company. Further, you may not use, frame or utilize framing techniques to enclose any Company trademark, logo or other proprietary information, including the images found within the Services, the content of any text or the layout/design of any page or form contained within the Services, without Company’s express written consent. Except as expressly stated in these Terms, you are not conveyed any right or license by implication, estoppel or otherwise in or under any intellectual property right of Company or any third party.

    8. User Content
    The Services may include discussion forums, blogs, profiles, or other interactive features or areas (collectively, “Interactive Areas”), in which you or other users create, post, transmit or store any content on the Services, such as text, photos, video or graphics (“User Content”). You agree that you are solely responsible for your User Content and for your use of the Interactive Areas, and that you use the Interactive Areas at your own risk.

    By submitting or posting User Content, you grant Company a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content via the Services and any other medium. Further, you acknowledge and agree that Company may, but is not obligated to, enforce its rights in the User Content against third-party infringers. You represent and warrant that you own and control all of the rights, title and interest in and to any User Content you provide or you otherwise have all necessary rights to grant the rights to Company that you grant in these Terms.

    You agree not to post, upload to, transmit, distribute, store, create or otherwise publish or send through the Services any User Content that:

    1. is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
    2. would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;
    3. displays, describes or encourages usage of any product we sell in a manner that could be offensive, inappropriate or harmful to Company or any user;
    4. may violate the publicity, privacy or data protection rights of others, including pictures or information about another individual where you have not obtained such individual’s consent;
    5. makes false or misleading statements, claims or depictions about a person, company, product or service;
    6. does not clearly and prominently disclose any material connections you may have to Company or a third-party brand or seller (for example, if you receive free products or services or are a paid blogger or employee of Company or such third-party brand or seller);
    7. may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
    8. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
    9. contains viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code; and
    10. in the sole judgment of Company, restricts or inhibits any other person from using or enjoying the Services or which may expose Company or its users to any harm or liability of any type.

    Company takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Enforcement of the Terms is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by these Terms.

    Although Company has no obligation to screen, edit or monitor any of the User Content posted on the Services, Company reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies and replacing any User Content you post or store on the Services at your sole cost and expense.

    9. Feedback
    Separate and apart from User Content, you may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, about the Services or Company (“Feedback”). Feedback is non-confidential and shall become the sole property of Company. Company shall own, and you hereby assign to Company, all right, title and interest, including all intellectual property rights, in and to such Feedback and Company shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by Company (in our sole discretion) to confirm such assignment to, and unrestricted use and dissemination by, Company of any Feedback.

    11. User Conduct
    You agree that you will not use the Services in violation of any law, contract or intellectual property or other third party right. You further agree not to:

    1. use the Services in any manner that could damage, disable, overburden or impair the Services;
    2. send unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters and pyramid schemes, or harvest or collect email addresses or other contact information of other users from the Services for the purposes of sending commercial emails;
    3. use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
    4. introduce to the Services any virus, trojan worms, logic bombs or other harmful material;
    5. circumvent measures employed to prevent or limit access to any area, content or feature of the Services;
    6. use or attempt to use another’s account, or grant any third party any right to access your account, without authorization from Company;
    7. engage in any harassing, intimidating, predatory or stalking conduct;
    8. develop any third-party applications that interact with User Content and the Services; or
    9. “Frame” our Services or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose without the prior written permission of Company.

    10. Third-Party Content, Advertisements and Promotions
    Company may provide third-party content on the Services, including without limitation advertisements and promotional offers, and may provide links to web pages and content of third parties (collectively the “Third-Party Content”). Company does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Company is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Your use of any Third-Party Content is at your own risk. The inclusion of Third-Party Content on the Services does not imply affiliation, endorsement or adoption by Company of any Third-Party Content or any information contained therein. Your business dealings or correspondence with, or participation in the promotional offers of, any third party responsible for Third-Party Content, and any terms, conditions, warranties or representations associated with such dealings or promotional offers, are solely between you and such third party. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.

    11. Disclaimer
    THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR, UNLESS OTHERWISE EXPRESSLY STATED, AS COMPANY’S OFFICIAL POSITION ON ANY SUBJECT MATTER. THE SERVICES SHOULD NOT BE RELIED UPON FOR PURPOSES OF TRANSACTING IN SECURITIES OR OTHER INVESTMENTS. COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR (B) THE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE SERVICES

    EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COMPANY, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

    12. Indemnification
    You agree to defend, indemnify and hold harmless Company, our independent contractors, service providers and consultants, and our and their respective directors, officers, employees and agents (collectively, the “Company Parties”) from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) any Feedback you provide, (c) your breach of any of these Terms, or (d) your violation of the rights of any third party.

    16. Limitation of Liability
    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING AS A RESULT OF COMPANY’S NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF COMPANY’S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SERVICES.

    YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS OFFERED THE SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. COMPANY WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

    13. No Third-Party Beneficiaries
    These Terms are for the benefit of, and will be enforceable by, Company and you only. These Terms are not intended to confer any right or benefit on any third party or to create any obligations to any such third party.

    14. Modifications to the Services
    Company reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that Company will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.

    15. Arbitration
    PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.

    15.1. Binding Arbitration
    Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 11 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company agree (a) to waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms or the Services, resolved in a court, and (b) to waive your and Company’s respective rights to a jury trial. Instead, you and Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

    15.2. No Class Arbitrations, Class Actions or Representative Actions
    You and Company agree that any Dispute arising out of or related to these Terms or the Services is personal to you and Company and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Company agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Company agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

    15.3. Severability
    If any term, clause or provision of this Section 19 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth in Section 19.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

    16. Governing Law; Forum
    Any dispute between the parties regarding the subject matter of these Terms will be governed by these Terms and the laws of the Country of New Zealand and applicable New Zealand d law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You and Company agree that any action at law or in equity arising out of or relating to any actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property, or relating to these Terms shall be filed  courts located in New Zealand and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

    17. Termination
    Company reserves the right, without advance notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent your future access to and use of the Services.

    18. Severability
    If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

     

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