APPSFORGREENTREE.COM STORE USER AGREEMENT

AND END USER LICENCE AGREEMENT

WARNING! PLEASE READ THESE TWO AGREEMENTS CAREFULLY.

THE APPSFORGREENTREE.COM STORE USER AGREEMENT IN PART A BELOW SETS OUT THE TERMS AND CONDITIONS UPON WHICH AFG AGREES TO PROVIDE YOU WITH ACCESS TO CERTAIN PRODUCTS AND SERVICES VIA ITS STORE CURRENTLY LOCATED AT APPSFORGREENTREE.COM (“AFG STORE”).

THE END USER LICENCE AGREEMENT IN PART B BELOW SETS OUT THE TERMS AND CONDITIONS UPON WHICH YOU MAY USE AND ACCESS ANY APP ORDERED VIA THE AFG STORE. YOUR ORDER, PURCHASE, ACTIVATION OR USE OF ANY APP WILL INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THAT END USER LICENCE AGREEMENT.

BY CLICKING “I acknowledge I have read and accept the AppsForGreentree Terms and Conditions and End User Licence Agreement” ON THE CHECKOUT PAGE YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THOSE TWO AGREEMENTS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THOSE TWO AGREEMENTS YOU MUST NOT CLICK “I acknowledge I have read and accept the AppsForGreentree Terms and Conditions and End User Licence Agreement” AND YOU WILL HAVE NO RIGHT TO ACCESS OR USE ANY OF THE PRODUCTS AND SERVICES AVAILABLE ON THIS SITE.

PART A

APPSFORGREENTREE.COM STORE USER AGREEMENT

 AFG agrees to provide the AFG Store, and the products and services on the AFG Store, on the following terms and conditions:

1.                         DEFINITIONS

1.1                     In this AFG Store Agreement:

“AFG” means AppsforGreentree.com Limited, a New Zealand company, or its successors or assignees;

“AFG Store Agreement” means this AFG Store user agreement;

“App” means a computer software application designed to help Greentree Software users perform specific tasks within or associated with the use of the users’ Greentree Software, and which is available for order by certain users via this site;

“Approved Reseller” means any person who has entered into an agreement with AFG to install the Apps Package onto its customers’ Greentree Software, in order for those customers to access Apps purchased via the AFG Store;

“Apps Package” means an update package known as the “AppsForGreentree package”, that a user needs in order to run Apps. This package contains a framework and schema for the Apps, together with the Apps themselves;

“GIL” means Greentree International Limited, a New Zealand company, or its successors or assignees; and

“Greentree Software” means some or all of the ERP software modules of the Greentree business suite computer systems and applications developed by or licensed to GIL and marketed under the “Greentree” name.

2.                        YOUR USE OF THE AFG STORE

2.1                     The AFG Store products and services are available for businesses and for individuals aged 18 years or older, and are available to you only in New Zealand and Australia. You agree not to access or attempt to access such products or services from outside these locations.

2.2                     If you are using or accessing any Apps on behalf of any business entity or other entity or association, you represent that you have authority to bind the relevant entity or association to this AFG Store Agreement.

2.3                     To use the AFG Store and access the Apps users will need compatible devices and operating systems, and internet access. It is your responsibility to ensure your software, hardware and systems are able to operate with the AFG Store and with any Apps.

2.4                     The Apps available via the AFG Store operate with certain Greentree Software, and it is your responsibility to ensure that you have the correct Greentree Software systems in place (including the appropriate licences, modules, versions or releases), in order to be able to access and use those Apps. If you are in doubt you should contact your Approved Reseller.

2.5                     The Apps available via the AFG Store have been designed to operate with the particular releases or versions of the Greentree Software specified on the AFG Store. They may not necessarily operate with any particular new release, update or new version of that Greentree Software.

2.6                     To have access to any Apps you must have the Apps Package properly installed onto your computer systems. The most recent version of the Apps Package available for installation will contain all of the Apps that are available for order on the AFG Store. If you do not have the Apps Package properly installed, or if you do not have the most up to date version of the Apps Package installed, you may not be able to access some or all of the Apps available for order on the AFG Store. You should check with your Approved Reseller whether you have the most up to date version of the Apps Package installed on your systems.

2.7                     If AFG allows you to create an account with it then you are responsible for keeping your login information, including your log-in ID and password, secret and secure. You agree not to permit any other person to use your log-in information.

2.8                     You acknowledge that some Apps may include security technologies that limit your use of them. In particular, the Apps may include technologies that prevent any use of them if the licence fees for those Apps have not been paid or if you have breached the terms of use of those Apps. In particular, if you are using an App under a free trial, then you will be unable to use that App after the end of the free trial period unless you have paid the applicable licence fee for the App from the end of the free trial period.

2.9                     When proceeding to order, purchase or access any App you will be deemed to have accepted the terms and conditions of an end user licence agreement for that App. These terms and conditions are set out in the End User Licence Agreement in Part B below. If you do not accept those terms and conditions you must not order, purchase or access the App.

2.10                  AFG may at any time decline to allow you access to the AFG Store, or any products and services available on the AFG Store, and AFG is not obliged to state a reason for such action.

2.11                  You acknowledge and agree that AFG may at any time and without any notice to you modify, suspend, limit, relocate, remove, or disable access to, the AFG Store or any Apps available via the AFG Store. AFG will not be liable to you as a result of any such actions.

3.                        ORDER, PRICE AND PAYMENT

3.1                     When you order any App via the AFG Store, AFG will send the registration codes for the App to your nominated Approved Reseller, who will then contact you to arrange for you to have access to the App. You will not be entitled to have access to any App until you have paid the applicable licence fees for the App to the Approved Reseller. If you fail to pay any such amount or dishonour any payment then AFG or the licensor of the App may suspend or terminate your access to the App.

3.2                     It is the responsibility of your nominated Approved Reseller to provide you with access to an App, once you have ordered it via the AFG Store. AFG is not responsible for the acts or omissions of any Approved Reseller.

3.3                     When you proceed to order an App you will be provided with a recommended retail price, being the recommended licence fee for the App. However, the licence fee you pay for the App will be determined by your Approved Reseller, not AFG, and the licence fee you pay may differ to AFG’s recommended licence fee for the App. If you are unsure what the licence fee for an App is you should check with your Approved Reseller.

3.4                     All recommended retail prices given by AFG are exclusive of goods and services and other taxes, if any, and are in the currency stated on the AFG Store.

3.5                     AFG reserves the right to change its recommended retail pricing at any time.

4.                        SUPPORT REQUESTS

4.1                     You acknowledge and agree that AFG does not itself provide support or maintenance for any Apps, but instead operates as a facilitator for the provision of support for Apps by the developers of those Apps.

4.2                     AFG will make available to Approved Resellers, an online support system where Approved Resellers may log support requests relating to Apps on behalf of App users. AFG will forward those support requests to the relevant App developers. The relevant App developers will provide AFG with a new version of the App for inclusion in the next Apps Package, and will notify AFG and the relevant Approved Resellers of any open support calls that the new version is designed to resolve, via the online support system.

4.3                     You acknowledge that AFG or the relevant App developer may disregard any support request that is insufficiently detailed, is unclear, does not refer to a specific problem, or is trivial or vexatious. In such circumstances AFG or the App developer may require the Approved Reseller to resubmit the support request in a form that is reasonably acceptable to AFG or the App developer.

4.4                     The obligations of App developers are limited to the provision of code for any bug fixes as part of any update.

5.                        ONLINE FORUM USE

5.1                     Your use of any online forum or commentary section provided for users on the AFG Store (for example, for the purposes of enabling users to review any particular Apps) is subject to any terms and conditions of use that AFG may notify to users on the AFG Store site from time to time. In particular, users must comply with the following terms and conditions of use:

(a)             users must endeavour to ensure all information they post is accurate in all material respects; and

(b)            users must not post anything that:

(i)             is misleading or deceptive, is likely to mislead or deceive, or otherwise breaches the Fair Trading Act 1986 (New Zealand) or any equivalent trade practices or fair trading legislation in any country;

(ii)            is or is likely to be defamatory, offensive, obscene, indecent, unlawful, illegal or objectionable;

(iii)          infringes any copyright or other intellectual property rights of any person; or

(iv)          breaches any provision of any statute, regulation, by-law or other legal obligation.

You agree to indemnify AFG and its officers, employees and agents against any and all liabilities, losses, damages, costs and expenses of any nature whatsoever awarded against, incurred or suffered by them arising out of or resulting from your failure to comply with any such terms and conditions of use.

5.2                     If you become aware that anyone has posted anything in breach of these terms and conditions of use, please contact AFG and provide AFG with details of the breach. AFG will then take reasonable steps to address the matter by either removing or modifying the relevant material, where AFG believes such action is warranted. This will be the sole extent of AFG’s liability and responsibility in relation to any online post on any AFG Store forum or commentary section.

6.                        WEBSITE INTEGRITY

6.1                     You must not attempt to do any of the following things:

(a)             damage, interfere with or harm the AFG Store website, or any network or system underlying or connected to the AFG Store website, in any way whatsoever;

(b)            amend any information contained on the AFG Store website, unless you are expressly permitted by AFG to do so; or

(c)             reverse engineer or decompile the AFG Store website or any software comprising or underlying the AFG Store website.

6.2                     If you do any of these things you will be responsible for any losses, damages, costs or expenses incurred or suffered by AFG as a result.

7.                        INTELLECTUAL PROPERTY RIGHTS

7.1                     You acknowledge that:

(a)             the information displayed or available on the AFG Store is of significant commercial value to AFG and its licensors;

(b)            all copyright, trade marks, database rights and other intellectual property rights in the AFG Store are owned by AFG or its licensors; and

(c)             except as expressly stated in this AFG Store Agreement, and except as permitted under any separate terms and conditions of use between you and AFG, no right or licence is granted to you in relation to the AFG Store website, or the information contained on it.

7.2                     You further acknowledge that all copyright and other intellectual property rights in the Apps Package are owned by AFG or its licensors.

7.3                     You must not do any of the following:

(a)             copy any of the content from the AFG Store website unless expressly permitted to do so by AFG;

(b)            compile or extract information from the AFG Store website for the purpose of making such information available to others (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration;

(c)             use the Apps Package installed on your systems except in connection with Apps ordered on the AFG Store;

(d)            translate, decompile, reverse engineer, reverse compile, reverse assemble or in any manner attempt to derive the source code of any part of the Apps Package, or directly or indirectly allow or cause a third party to do so, except to the extent expressly permitted under applicable law;

(e)             attempt to defeat or circumvent any security device, hardware or software lock, or licence key or code provided with, or incorporated within, the Apps Package; or

(f)             use any trade mark in a manner that is reasonably considered by AFG, or its licensors, to be a misuse or appropriation of that trade mark.

8.                        PRIVACY POLICY

8.1                     Personal information collected from you during your use of the AFG Store will be used, disclosed and held by AFG in accordance with AFG’s Privacy Policy.

8.2                     You acknowledge that you have read AFG’s Privacy Policy and accept its terms. You acknowledge that AFG’s Privacy Policy may be amended or reviewed from time to time and that your continued use of the AFG Store will constitute acceptance of any amendments or revisions to AFG’s Privacy Policy.

9.                        THIRD PARTY SITES

9.1                     AFG is not responsible for any content or information on any website that is linked to the AFG Store (including any content or information on any website of any advertiser), as AFG has no control over such websites. AFG includes such links for your convenience and you should not consider such linking as an endorsement by AFG of any business, product, service or information on that website.

10.                      LIMITATIONS ON THE LIABILITY OF AFG

10.1                  YOU AGREE AND ACKNOWLEDGE THAT THE APPS ARE SUPPLIED TO YOU FOR BUSINESS PURPOSES ONLY.

10.2                  AFG DOES NOT REPRESENT OR WARRANT THAT THE AFG STORE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND AFG DISCLAIMS ANY LIABILITY ARISING FROM SUCH MATTERS. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING THE APPS PACKAGE AND ANY APPS ORDERED FROM THE AFG STORE.

10.3                  ALL APPS ARE SUPPLIED BY THIRD PARTIES AND NOT AFG, AND THE AFG STORE IS MERELY A CLEARING HOUSE PROVIDED BY AFG WHERE GREENTREE SOFTWARE USERS MAY ORDER THOSE THIRD PARTY APPS.

10.4                  AFG DOES NOT SUPPLY ANY APPS, AND AFG’S SOLE RESPONSIBILITY TO YOU IN RELATION TO AN APP IS TO FORWARD THE REGISTRATION CODES FOR THAT APP TO YOUR NOMINATED APPROVED RESELLER.

10.5                  WHEN YOU ACCEPT THE TERMS AND CONDITIONS OF AN END USER LICENCE AGREEMENT WITH AN APP DEVELOPER YOU WILL BE ENTERING INTO A BINDING CONTRACT WITH THAT DEVELOPER, AND NOT WITH AFG.

10.6                  YOU ACKNOWLEDGE THAT AFG GIVES NO WARRANTIES IN RELATION TO THE AFG STORE OR ANY APP OR APPS PACKAGE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES RELATING TO THE OPERATION OR AVAILABILITY OF THE AFG STORE, OR THE CONTENT OR PERFORMANCE OF ANY APP OR APPS PACKAGE. YOU ACKNOWLEDGE THAT:

(a)             YOU DO NOT ENTER INTO THIS AFG STORE AGREEMENT IN RELIANCE ON ANY REPRESENTATION, WARRANTY, TERM OR CONDITION EXCEPT AS EXPRESSLY PROVIDED IN THIS AFG STORE AGREEMENT; AND

(b)            ANY CONDITIONS, WARRANTIES OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED FROM THIS AFG STORE AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

10.7                  IN NO EVENT WILL AFG BE LIABLE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) TO YOU FOR:

(a)             LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, LOSS OR CORRUPTION OF DATA OR WASTED MANAGEMENT OR STAFF TIME; OR

(b)            LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER THAT IS INDIRECT, CONSEQUENTIAL, OR OF A SPECIAL NATURE,

ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AFG STORE AGREEMENT OR YOUR USE OF THE AFG STORE OR ANY APP OR APPS PACKAGE, EVEN IF AFG HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH LOSS, DAMAGE, COST OR EXPENSE WAS REASONABLY FORESEEABLE BY AFG.

10.8                  THE MAXIMUM LIABILITY OF AFG TO YOU ARISING OUT OF ANY AND ALL CLAIMS UNDER THIS AFG STORE AGREEMENT, OR RELATING TO THE AFG STORE OR ANY APP OR APPS PACKAGE, WILL NOT IN ANY CIRCUMSTANCES EXCEED IN AGGREGATE NZ$10.00.

10.9               YOU MAY NOT BRING ANY PROCEEDINGS UNDER THIS AFG STORE AGREEMENT IN RELATION TO:

(a)             ANY ACT OR OMISSION OF AFG; OR

(b)            ANY BREACH BY AFG OF THIS AFG STORE AGREEMENT,

MORE THAN TWO YEARS FOLLOWING THE DATE YOU FIRST BECAME AWARE OF THE RELEVANT ACT, OMISSION OR BREACH.

10.10               YOU AGREE AND ACKNOWLEDGE:

(a)             AS A CONDITION OF YOUR USE OF THE AFG STORE, THAT GIL IS NOT INVOLVED IN EITHER THE OPERATION OF THE AFG STORE OR THE SUPPLY OF ANY APPS OR APPS PACKAGE, AND HAS NO LIABILITY TO ANY PERSON ARISING AS A RESULT OF THE USE OF THE AFG STORE, OR AS A RESULT OF THE ORDER, PURCHASE, ACTIVATION, OR USE OF ANY APPS OR APPS PACKAGE;

(b)             IN PARTICULAR, THAT GIL DOES NOT HAVE CONTROL OVER THE CONTENT OF ANY APPS OR APPS PACKAGE, AND YOUR ORDER, ACCESSING AND USE OF ANY APP OR APPS PACKAGE IS ENTIRELY AT YOUR OWN RISK. IF YOU CONSIDER THAT YOUR PURCHASE, ACTIVATION OR USE OF ANY APP OR APPS PACKAGE HAS CAUSED YOU LOSS OR HARM OR VIOLATED ANY LEGAL RIGHTS YOU MAY HAVE, YOUR SOLE RECOURSE WILL BE AGAINST THE DEVELOPER OR APPROVD RESELLER (AS THE CASE MAY BE) OF THE RELEVANT APP OR APPS PACKAGE, AND NOT IN ANY CIRCUMSTANCES AGAINST GIL;

(c)              THAT IN NO EVENT WILL GIL BE LIABLE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) TO YOU FOR:

(i)               LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, LOSS OR CORRUPTION OF DATA OR WASTED MANAGEMENT OR STAFF TIME; OR

(ii)              LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER THAT IS INDIRECT, CONSEQUENTIAL, OR OF A SPECIAL NATURE,

ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AFG STORE AGREEMENT OR YOUR USE OF THE AFG STORE OR ANY APP OR APPS PACKAGE, EVEN IF GIL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH LOSS, DAMAGE, COST OR EXPENSE WAS REASONABLY FORESEEABLE BY GIL; AND

(d)             THE PROVISIONS OF THIS CLAUSE 10.10 ARE INSERTED FOR THE BENEFIT OF GIL AND MAY BE ENFORCED BY GIL AS IF GIL WERE A PARTY TO THIS AFG STORE AGREEMENT.

10.11               NONE OF THE EXCLUSIONS OR LIMITATIONS SET OUT IN THIS AFG STORE AGREEMENT WILL HAVE THE EFFECT OF LIMITING OR EXCLUDING ANY FORM OF LIABILITY WHERE SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

11.                      AMENDMENTS

11.1                  AFG may amend this AFG Store Agreement from time to time. Notice of any such amendments will be announced on the AFG Store website and will be effective immediately, unless AFG states otherwise. You are responsible for reviewing the AFG Store website regularly to obtain timely notice of any such amendments.

11.2                  Your continued use of the AFG Store will constitute your acceptance of any changes or revisions to this AFG Store Agreement.

12.                      GENERAL

12.1                  The rights granted to you under this AFG Store Agreement are personal to you. You may not assign, sub-license or transfer this AFG Store Agreement, or any of your rights and obligations under it, to any other person without AFG’s prior written consent. AFG may assign, transfer or novate any or all of its rights and obligations under this AFG Store Agreement without requiring your written consent.

12.2                  This AFG Store Agreement contains the whole of the contract and understanding between the parties relating to the matters covered by it. This AFG Store Agreement supersedes all prior representations, agreements, statements and understandings between the parties relating to those matters, whether verbal or in writing. The parties acknowledge that they do not rely on any representation, agreement, term or condition that is not set out in this AFG Store Agreement.

12.3                  If any provision of this AFG Store Agreement is held invalid, unenforceable or illegal for any reason, this AFG Store Agreement will remain otherwise in full force apart from such provisions, which will be deemed deleted.

12.4                  No failure or delay by AFG to exercise any right or remedy under this AFG Store Agreement will be construed or operate as a waiver of such right or remedy. No single or partial exercise by AFG of any right or remedy will preclude the further exercise of such right or remedy.

12.5                  New Zealand law governs the formation, validity, construction and performance of this AFG Store Agreement. This AFG Store Agreement is subject to the non-exclusive jurisdiction of the New Zealand courts, to which the parties submit.

 

PART B

END USER LICENCE AGREEMENT

 

The Licensor agrees to provide the App to you on the following terms and conditions:

1.                         DEFINITIONS

1.1                     In this EULA:

“AFG” means AppsforGreentree.com Limited, a New Zealand company, or its successors or assignees;

“AFG Store” means an online store operated by AFG or its affiliated partners, located at appsforgreentree.com, or such other location as may be notified by AFG in writing from time to time, where users can order apps designed for use with their Greentree Software;

“App” means the computer software application designed to help Greentree Software users perform specific tasks within or associated with the use of the users’ Greentree Software, and which you are seeking to order;

“EULA” means this end user licence agreement;

“GIL” means Greentree International Limited, a New Zealand company, or its successors or assignees;

“Greentree Software” means some or all of the ERP software modules of the Greentree business suite computer systems and applications developed by or licensed to GIL and marketed under the “Greentree” name;

“Licensor” means the person who developed the App, being the person identified as the developer of the App when you order the App; and

“you” means the person, association of persons, body corporate or other legal entity who is intended to be the end-user of the App and obtains the primary benefit from the App.

2.                        LICENCE

2.1                     The Licensor grants to you and you accept, a non-exclusive, non-sublicensable, non-transferable licence to access and use the App solely for your internal business purposes and solely for use with your Greentree Software, subject to the provisions of this EULA.

2.2                     You will limit access to the App solely to your employees, agents, and contractors who have a need to use the App for your internal business purposes. You will be liable for all acts or omissions of such employees, agents and contractors as if they were your acts or omissions.

2.3                     You must also comply with all limits or restrictions on any of the following that may be specified by the Licensor prior to your first accessing the App:

(a)             the number or type of persons within your organisation authorised to use or access the App; or

(b)            the location or type of system or network where the App must be operated.

2.4                     You must not:

(a)             translate, decompile, reverse engineer, reverse compile, reverse assemble or in any manner attempt to derive the source code of the App, or directly or indirectly allow or cause a third party to do so, except to the extent expressly permitted under applicable law;

(b)            sell, sub-license, rent, lease or otherwise distribute the App (or any part of the App) to any other person; or

(c)             attempt to defeat or circumvent any security device, hardware or software lock, or licence key or code provided with, or incorporated within, the App.

3.                        SUPPORT AND MAINTENANCE

3.1                     The Licensor will provide support in relation to the App, via the AFG online support system. See clause 4 of the AFG Store Agreement in Part A above, for details of this support and the extent of the Licensor’s responsibility to you for support and maintenance.

3.2                     You agree and acknowledge that AFG has no obligation to provide any support or maintenance services in relation to the App.

4.                        INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY

4.1                     You acknowledge that:

(a)             the Licensor or its third party licensor/s owns all intellectual property rights in or to the App;

(b)            the App is and contains valuable, confidential and proprietary information of the Licensor or its third party licensor/s; and

(c)             no licence, right or other interest in the App, or any intellectual property rights in the App, is granted to you, except as expressly stated in this EULA.

4.2                     You may not remove, deface or obscure any notices provided on, with or in the App as to the ownership of the App by the Licensor or its third party licensor/s.

4.3                     All improvements, modifications, customisations, enhancements or developments in or to the App made by you (“Improvements”) and all intellectual property rights in or to them, will be owned by the Licensor or its third party licensor/s. You agree to execute all documents and do all things necessary to vest legal ownership of such intellectual property rights in the Licensor or its third party licensor/s, or their nominee/s.

5.                        LIABILITY

5.1                     The Licensor is not responsible for any loss or corruption of any data or information contained within or created using the App. You are responsible for ensuring your own backup of any information or data relating to the App.

5.2                     YOU ACKNOWLEDGE THAT THE APP IS PROVIDED “AS IS” AND THAT THE LICENSOR GIVES NO WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS IN RELATION TO THE APP, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, BUT WITHOUT LIMITATION, THE LICENSOR DOES NOT WARRANT OR REPRESENT THAT THE APP:

(a)             IS OF MERCHANTABLE OR ACCEPTABLE QUALITY;

(b)            IS FIT FOR ANY PARTICULAR PURPOSE;

(c)             IS ERROR FREE;

(d)            DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;

(e)             WILL MEET YOUR REQUIREMENTS; OR

(f)             IS COMPATIBLE WITH ANY OTHER SOFTWARE, HARDWARE OR IT SYSTEM.

5.3                     IN NO EVENT WILL THE LICENSOR BE LIABLE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) TO YOU FOR:

(a)             LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION OR WASTED MANAGEMENT OR STAFF TIME; OR

(b)            LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER THAT IS INDIRECT, CONSEQUENTIAL, OR OF A SPECIAL NATURE,

ARISING DIRECTLY OR INDIRECTLY OUT OF THIS EULA, EVEN IF THE LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH LOSS, DAMAGE, COST OR EXPENSE WAS REASONABLY FORESEEABLE BY THE LICENSOR.

5.4                     THE MAXIMUM LIABILITY OF THE LICENSOR TO YOU ARISING OUT OF ANY AND ALL CLAIMS UNDER THIS EULA, OR RELATING TO THE APP, WILL NOT IN ANY CIRCUMSTANCES EXCEED THE AMOUNT PAID BY YOU FOR THE APP.

5.5                     IN NO CIRCUMSTANCES WILL AFG HAVE ANY LIABILITY TO YOU IN RELATION TO YOUR USE OF THE APP. YOU WILL AT ALL TIMES INDEMNIFY AND KEEP INDEMNIFIED AFG AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER AWARDED AGAINST, INCURRED OR SUFFERED BY THEM ARISING OUT OF OR RESULTING FROM ANY CLAIM BY YOU RELATING TO THE APP.

5.6                     CLAUSE 5.5 OF THIS EULA IS INSERTED FOR THE BENEFIT OF AFG AND MAY BE ENFORCED BY IT AS IF IT WERE A PARTY TO THIS EULA.

5.7                     YOU MAY NOT BRING ANY PROCEEDINGS UNDER THIS EULA IN RELATION TO:

(a)             ANY ACT OR OMISSION OF THE LICENSOR; OR

(b)            ANY BREACH BY THE LICENSOR OF THIS EULA,

MORE THAN TWO YEARS FOLLOWING THE DATE YOU FIRST BECAME AWARE OF THE RELEVANT ACT, OMISSION OR BREACH.

5.8                     NO WARRANTY OR REPRESENTATION IS GIVEN BY THE LICENSOR THAT THE APP WILL OPERATE WITH, OR BE COMPATIBLE WITH, ANY FUTURE VERSION OR RELEASE OF ANY PARTICULAR GREENTREE SOFTWARE.

5.9                     NONE OF THE EXCLUSIONS OR LIMITATIONS SET OUT IN THIS EULA WILL HAVE THE EFFECT OF LIMITING OR EXCLUDING ANY FORM OF LIABILITY WHERE SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

6.                       TERM AND TERMINATION

6.1                      The term of the licence granted under this EULA is not perpetual, but will only continue in force for so long as you continue to pay the applicable licence fees, subject to clause 6.2.

6.2                     The Licensor may terminate this EULA and the licence granted under it at any time if:

(a)             you have failed to pay any applicable licence fees for the App by the due date;

(b)            you are in breach of this EULA, or of any restrictions on your use of the App notified to you pursuant to clause 2.3 of this EULA;

(c)             you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or becomes bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, or take or suffer any similar or analogous action in consequence of debt;

(d)            a trustee, manager, administrator, administrative receiver, receiver, inspector under any legislation or similar officer is appointed in respect of the whole or any part of your assets or business; or

(e)             an order is made or a resolution is passed for your liquidation (other than voluntarily for the purpose of a solvent amalgamation or reconstruction).

6.3                     Upon termination of this EULA for any reason, you must immediately stop using the App, and you will at your own cost and expense erase all copies of the App from your systems. The App may contain functionality that enables the Licensor to prevent your use of the App, for example if you fail to pay any licence fee instalment relating to the App.

6.4                     Clauses 4, 5, 6.3, 6.4 and 7 of this EULA and any other clauses intended to do so will survive termination of this EULA for any reason.

7.                        GENERAL

7.1                     The rights granted to you under this EULA are personal to you. You may not assign, sub-license or transfer this EULA, or any of your rights and obligations under it, to any other person without the Licensor’s prior written consent. The Licensor may assign, transfer or novate any or all of its rights and obligations under this EULA without requiring your written consent.

7.2                     If any provision of this EULA is held invalid, unenforceable or illegal for any reason, this EULA will remain otherwise in full force apart from such provisions, which will be deemed deleted.

7.3                     No failure or delay by the Licensor to exercise any right or remedy under this EULA will be construed or operate as a waiver of such right or remedy. No single or partial exercise by the Licensor of any right or remedy will preclude the further exercise of such right or remedy.

7.4                     All modifications to or variations of this EULA must be in writing and signed by authorised representatives of both parties.

7.5                     New Zealand law governs the formation, validity, construction and performance of this EULA. This EULA is subject to the non-exclusive jurisdiction of the New Zealand courts, to which the parties submit.

 

ACCEPTANCE

YOU ACKNOWLEDGE THAT YOU HAVE READ THE TWO AGREEMENTS ABOVE AND, BY CLICKING “I acknowledge I have read and accept the AppsForGreentree Terms and Conditions and End User Licence Agreement” ON THE CHECKOUT PAGE, YOU INDICATE THAT YOU ACCEPT THEIR TERMS AND CONDITIONS. THE PERSON WHO CLICKS “I acknowledge I have read and accept the AppsForGreentree Terms and Conditions and End User Licence Agreement” ON THE CHECKOUT PAGE CONFIRMS THAT HE OR SHE HAS THE AUTHORITY TO BIND YOU TO THE TERMS AND CONDITIONS OF THE TWO AGREEMENTS ABOVE.