WARNING
Permission to use this topographic data is conditional upon you, the licensee, agreeing to the terms set out below in this Agreement. By clicking the "I Accept" at the end of the terms, you confirm that you have read and accepted the terms. Acceptance will bind you and all of your employees, subcontractors, and agents, to the terms.
If you do not unconditionally accept the terms, you must not click "I Accept", you must not use the data, and you must return or destroy all copies thereof in your possession or control.
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| 1. |
Data |
| 1.1 |
This Agreement applies to the topographic data, along with all media upon which that data is stored and all other documentation and materials accompanying that data, (together, "the Data") supplied to you by Her Majesty the Queen in right of New Zealand acting by and through Land Information New Zealand ("the Licensor"). This Agreement shall apply not only to the Data as originally supplied by the Licensor but also where the Data:
- is modified, copied, or re-supplied to you to third parties; or
- becomes part of a compilation or derivative work that is owned by you.
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| 2. |
Licence |
| 2.1 |
Subject to section 4 (Licence fee), the Licensor grants you a personal, non-exclusive, non-transferrable, royalty-free licence to use, modify, copy, create compilations or derivative works from, re-supply and otherwise deal with the Data strictly in accordance with this Agreement.
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| 3. |
Duration |
| 3.1 |
This Agreement becomes effective upon your acceptance of these terms and shall remain in effect until terminated under section 8 (Termination).
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| 4. |
Licence fee |
| 4.1 |
You must not use the Data or exercise any other licence rights granted in clause 1.2 until the applicable licence fee, if any, has been paid to the Licensor. In the case of payment by cheque, payment will not be deemed to have been made until receipt by the Licensor of the cleared proceeds of the cheque.
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| 4.2 |
From time to time, the Licensor may make available new versions of the Data. Unless the Licensor makes a particular new version of the Data freely available, you will not be entitled to receive that new version unless you pay the applicable licence fee, if any, in the manner prescribed by the Licensor.
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| 5. |
Your obligations |
| 5.1 |
You must:
- display the following notice on all items (whether in printed or electronic form) that incorporate, or are derived from, the Data:
Contains data sourced from Land Information New Zealand. Land Information New Zealand gives no warranty in relation to the data (including accuracy, reliability, completeness or suitability) and accepts no liability (including, without limitation, liability in negligence) for any loss, damage or costs relating to any use of the data. Crown Copyright Reserved.
- not remove, modify, or obscure any copyright notices, warnings, or disclaimers contained on or in the Data;
- when re-supplying the Data to any third party, enter into a binding agreement with that third party upon terms which, for the benefit of the Licensor:
- contain the same obligations, disclaimers, exclusions, limitations, and indemnities as those set out in section 7 (Warranty, indemnity and liability) together with any disclaimers contained in or on the Data; and
- replicate the obligations set out in this clause 4.1 in relation to that third party.
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| 6. |
Ownership |
| 6.1 |
You acknowledge and agree that all copyright and other intellectual property rights (together, "intellectual property rights") subsisting in the Data are the property of, and shall remain vested in, the Licensor (or, in the case of intellectual property rights subsisting in digital elevation model data used for hill shading in NZTopoOnline, GeographX Limited). The Licensor does not assign to you any intellectual property rights that may subsist in the Data and grants no rights in relation to the Data other than the licence granted in clause 1.2.
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| 7. |
Risk |
| 7.1 |
Risk in the Data shall pass to you when the Data is delivered to you. All use, modification, copying, and re-supply of, and reliance upon, the Data is undertaken at your own risk.
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| 8. |
Warranty, indemnity and liability |
| 8.1 |
No representations or warranties
The Data is provided "as is" and the Licensor makes no representations or warranties of any kind in respect of the currency, accuracy, completeness, usefulness, novelty, validity, suitability, or scope of the Data. The scale, resolution, generalisation, vertical integration specifications, and accuracy tolerances of the Data may be updated by the Licensor from time to time. The Licensor expressly disclaims all representations or warranties as to the condition, quality, or fitness of the Data for any particular purpose. You agree to release the Licensor from all liability (whether in contract, tort, equity, or on any other basis) for any errors, omissions, or other inaccuracies in the Data. All warranties, terms, and conditions that may be implied into contracts by equity, common law, or statute, are expressly excluded from this Agreement to the fullest extent permitted by law.
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| 8.2 |
Consumer Guarantees Act
You acknowledge that, where any goods and services supplied by the Licensor pursuant to this Agreement are being acquired by you for the purpose of business or for the purpose of re-supply in trade, the provisions of the Consumer Guarantees Act 1993 shall not apply in relation to the supply of such goods and services.
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| 8.3 |
Replacement of defective media
Notwithstanding anything in clause 7.1, where the Licensor agrees to provide you with media containing Data, and that media is found to be defective or is damaged during transit from the Licensor, the Licensor will replace the defective or damaged media without charge provided that you notify the Licensor of the defect or damage within thirty (30) days of the media being delivered to you.
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| 8.4 |
No reliance
You acknowledge and agree that, in entering into this Agreement, you have not relied on any representations made by the Licensor or any person for whom the Licensor is responsible. In particular, and without limitation, you have not relied on any descriptions, illustrations or specifications contained in any document (including any catalogues or publicity material produced by the Licensor).
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| 8.5 |
Indemnity
You agree to indemnify the Licensor and hold the Licensor harmless against all expenses, losses, costs, damages, injuries (including injuries resulting in death), liabilities, demands, and third party claims arising out of or in connection with the:
- use, modification, copying, or re-supply of the Data by you; or
- use, modification, coping, or re-supply of the Data by any third party where the Data was made available to that third party as a result of your use, modification, copying, or re-supply of the Data.
Your obligation to indemnify the Licensor under this clause 7.5 shall not prevent the Licensor from exercising any other rights under law.
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| 8.6 |
Limitation of liability
The Licensor shall not be liable (whether in contract, tort, equity, or on any other basis) for any loss or damage sustained by you or any other person directly or indirectly that arises from any use, copying, modification, or re-supply of the Data or arises from the use of any item that incorporates or is derived from the Data (even if the Licensor has been advised of the possibility of such loss or damage). Such loss or damage includes, without limitation, damage to property, injury to persons (including injuries resulting in death), loss of profits, business interruption, and loss or corruption of data as well as any indirect, special, incidental, or consequential damages that may arise from any use, copying, modification, or re-supply of the Data (or of items that incorporate, or are derived from, the Data).
Where any exclusion or limitation of the Licensor's liability set out in this Agreement is not applicable or is held to be unenforceable, the Licensor's aggregate liability for loss or damage (whether in contract, tort, equity, or on any other basis) arising out of or in connection with this Agreement, or arising out of or in connection with any use, copying, modification, or re-supply of the Data (or of items that incorporate, or are derived from, the Data) shall be limited to the amount paid by you to the Licensor for the Data that gave rise to that loss or damage.
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| 9. |
Termination |
| 9.1 |
This Agreement shall terminate:
- immediately and without notice if you commit or permit any breach of the terms of this Agreement; or
- thirty (30) days after either party provides written notice of termination to the other party.
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| 9.2 |
Upon termination of this Agreement for any reason:
- the licence granted to you under section 2 (Licence) shall immediately expire; and
- you must not use or resupply any Data acquired under this Agreement.
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| 9.3 |
Termination of this Agreement shall not affect any rights or remedies which the Licensor may otherwise have under this agreement or at law and the provisions of section 7 (Warranty, indemnity and liability) shall survive termination.
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| 10. |
General |
| 10.1 |
Interpretation
For the purposes of this Agreement, unless the context otherwise requires:
- references to a party include the successors and permitted assigns of that party;
- references to the Licensor shall also be references to any duly authorised agent or subcontractor of the Licensor;
- references to clauses are references to clauses of this Agreement;
- references to the singular include the plural and vice versa;
- references to monetary amounts are expressed in New Zealand dollars and are exclusive of Goods and Services Tax which shall be payable by you in accordance with the Goods and Services Tax Act 1985.
- headings are inserted for convenience only and do not affect the interpretation of this Agreement;
- references to "written" and "in writing" include any means of permanent visible representation;
- references to a "person" include any individual, company, corporation, firm, partnership, joint venture, association, trust, in each case whether or not having separate legal personality;
- references to a statute or regulations are references to that statute or those regulations as they may be amended or replaced from time to time.
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| 10.2 |
Notices
All notices to be given under this Agreement shall be in writing addressed to the receiving party's address or facsimile number. Either party may change its contact details from time to time by written notice to the other party. Notices shall be deemed received:
- for deliveries by hand, at the time of delivery;
- for postal deliveries, 2 business days (or, in the case of international deliveries, 10 days) after sending;
- for facsimile transmissions, on the day of transmission.
If the deemed date of receipt is not a business day at the recipient's location, receipt shall be deemed to have occurred on the next business day at the recipient's location.
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| 10.3 |
Privacy
You authorise the Licensor (and its employees and agents) to use information supplied by you for purposes relating to the ordering or delivery of, or payment for, the Data (including for the purposes of credit checking and debt collection). By submitting a request to the Licensor in writing, you may request access to, or correction of, any personal information that the Licensor holds about you.
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| 10.4 |
No waiver
Failure or delay by a party to enforce at any time any of the terms and conditions of this Agreement shall not be construed as a waiver of that party's rights, or to in any way affect the validity of the whole or any part of this Agreement, or to otherwise prejudice that party's rights to take subsequent action. Any waiver by a party in respect of any right provided for in this Agreement shall not be construed to be a waiver of any further or future right arising under this Agreement.
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| 10.5 |
Severability
If any part of this Agreement is held to be illegal, void, or unenforceable, that part shall be severed from this Agreement, and all other parts of this agreement shall remain in full force and effect.
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| 10.6 |
Force majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement (other than obligations to pay money owing to the other party), if such failure arises from an event beyond that party's reasonable control. Where, due to circumstances beyond its control, the Licensor is unable to deliver Data requested by you, the Licensor shall not be liable in any way to you except to refund the amount (if any) paid by you for that Data.
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| 10.7 |
Entire agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement may only be amended in writing, signed by both parties, which expressly states the intention to amend this Agreement.
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| 10.8 |
Governing law
This Agreement shall by governed by, and construed in accordance with the laws of New Zealand. The parties agree that the New Zealand courts shall have non-exclusive jurisdiction to hear any dispute arising out of or in connection with this Agreement and agree that the New Zealand courts are a convenient forum for hearing such disputes. |
I accept the terms and conditions
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