Content Provider Agreement
Acceptance
The following comprises the terms and conditions for uploading Content to this Website operated by WINK Limited. By uploading Content to this Website you agree to be bound by the Terms set out below. If you do not accept these Terms, then you must not upload any Content to this Website.
WINK Limited (“we”) reserves the right to update or otherwise change these Terms at any time. We will notify you of any updates or changes by posting the new Terms on the Website and you agree to be bound by our then current Terms.
Services
Upon payment by you of the applicable Charges, you may upload Content (meaning the text, graphics, photographic images, audio recordings, video segments, and advertisements including all logos, trademarks and images) for publication on the Website (the provision of “services” by us). You will ensure such Content complies fully with our Acceptable Use Policy, accurately and comprehensively describes your services, location, destination, event and/or attraction, and is not in any way misleading or deceptive.
License
Upon uploading the Content for publication on the Website, you grant to WINK Limited a non-exclusive, non-transferable, world-wide license to:
- Create a link on the Website to your own website (where applicable);
- Publish the Content on the Website and, for such purpose, to use, store, reproduce, copy, translate, transmit, distribute, perform, display, digitize and incorporate the Content or any portion of the Content in the manner contemplated in these Terms; and
- Use any Intellectual Property Rights (meaning all copyright, trade marks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered)contained or embedded in the Content or your website for the purposes contemplated by these Terms.
Charges and Payment
The Charges are payable in advance using the payment facility provided on the Website. All charges exclude Goods and Services Tax or any other sales tax or non resident withholding tax that might attach to the services provided under these Terms. Where any other tax is payable then the amount payable by you shall increase so that after deduction of the relevant taxes the same amount shall be received by WINK Limited.
Intellectual Property
WINK Limited is, and will remain the owner of all Intellectual Property Rights in and to the Website including but not limited to the look and feel and layout of the Website. Subject to the license granted to WINK Limited under these Terms you shall retain all Intellectual Property Rights in the Content.
You acknowledge and agree that all information generated by WINK Limited about visitors to the Website and their use of the Website and the Content shall be owned by WINK Limited.
Availability
WINK Limited does not warrant that all or any part of this Website will be continuously available or error free but will use reasonable endeavors to keep down-time to a minimum. WINK Limited reserves the right at any time to change, alter, cancel, suspend, remove, reject or refuse to use or discontinue to use Content without notice and without any liability to you where, in its reasonable discretion, WINK Limited considers the Content to be misleading or inappropriate (including, but not limited to, obscene, offensive, upsetting, defamatory, personally offensive or derogatory), or otherwise contravenes the Acceptable Use Policy.
Warranties and Indemnity
You warrant and undertake to WINK Limited that:
- you have all rights required to make the Content available on the Website (including Intellectual Property Rights and the consent of any third parties)
- the Content and your use of the Website will comply with the Acceptable Use Policy and with all applicable laws, statutes and regulations
- the Content:
- does not infringe the Intellectual Property Rights or other rights of any person;
- does not contain material which is obscene, offensive, upsetting, defamatory, personally offensive or in any way unsuitable for people under the age of 18 years;
- is free of viruses, backdoors and any disabling code;
- will not interfere with the normal operation of the Website or place any unnecessary burden on WINK Limited’s computer system or equipment; and
- is not misleading or deceptive and does not constitute a misrepresentation or breach the Fair Trading Act 1986 or any other statute, regulation or rule of law in any country;
You will notify WINK Limited immediately upon becoming aware that the Content, or WINK Limited’s use of the Content (including but not limited to the publication of such Content on the Website) breaches or threatens the Intellectual Property or other rights of a third party, or could reasonably lead to a claim alleging infringement of the Intellectual Property or other rights of a third party.
You indemnify WINK Limited as well as its principals, employees and agents against all losses or costs, liabilities and claims (including but not limited to any third party claims) arising as a result of any breach of any warranty or any other breach by you of these Terms.
Termination
Without prejudice to any other remedies which may be available to it in contract or at law, WINK Limited may suspend or terminate the Services where you breach any of these Terms, or become insolvent or go into liquidation or have a receiver or statutory manager appointed over your assets or cease to carry on business or make any arrangement with your creditors.
WINK Limited may terminate or suspend the Services without cause on thirty days notice to you.
On termination of the Services unless otherwise agreed in writing:
- WINK Limited will not be required to refund any Charges;
- WINK Limited will disable the link to your website and remove the Content from the Website (but may continue to hold copies of the Content for archival purposes); and
- The covenants, conditions and provisions of these Terms that are stated or by implication are intended to have effect after the expiration or termination of the Services will survive such termination.
Liability
Except as expressly set out in these Terms WINK Limited expressly excludes to the fullest extent permitted by law all warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise (including, without limitation, any implied warranties of merchantability or fitness for a particular purpose).
To the fullest extent permitted by law, WINK Limited (including its officers and employees) will not be liable, in any event, whether in contract or tort (including without limitation, negligence), breach of statute or any other legal or equitable obligation for loss or injury of any kind suffered or incurred by you, and in no circumstances will WINK Limited be liable for any indirect, loss of profits, consequential or special damage.
To the extent that WINK Limited is found liable by a court of competent jurisdiction, WINK Limited’s maximum liability under any claim shall not exceed the total Charges paid by you in the three month period immediately preceding the event giving rise to the claim occurred.
General
These Terms embody the entire agreement, arrangement and understanding between the parties in relation to their subject matter. If any provision of these Terms is held invalid, unenforceable or illegal for any reason, the Terms shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
Any communication by facsimile or email will be deemed to be received when transmitted to the correct facsimile or email address of the recipient with confirmation by the sender’s facsimile or email system of successful transmission. Any communication in writing will be deemed to be received when left at the specified address of the recipient or on the third day following the date of posting.
These Terms will be governed by and construed in accordance with New Zealand law and the parties submit to the non exclusive jurisdiction of the New Zealand courts.
Contact
If you have any questions concerning this website please contact us.
Content Provider Agreement last updated on 10 March 2008 © WINK Limited