Last updated: December 11, 2017
1 APPLICATION OF TERMS
1.1 These Terms apply to your use of the Website. By accessing and using the Website:
a you agree to these Terms; and
b where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use the Website, and you must immediately stop doing so.
2.1 We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website, you agree to be bound by the changed Terms.
2.2 We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.
2.3 These Terms were last updated on 30TH November 2017
In these Terms:
including and similar words do not imply any limit
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
personal information means information about an identifiable, living person
Underlying System means any network, system, software, data or material that underlies or is connected to the Website
User ID means a unique name and/or password allocated to you to allow you to access certain parts of the Website
We, us or our means Photo Toolbox Ltd
Website means https://www.phototoolbox.co and/or https://my.phototoolbox.co
You means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
4 YOUR OBLIGATIONS
4.1 You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
4.2 If you are given a User ID, you must keep your User ID secure and:
a not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
b immediately notify us if you become aware of any disclosure or unauthorised use of your User ID, by sending an email to firstname.lastname@example.org
4.3 You must:
a not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
b unless with our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
4.4 You must obtain our written permission to establish a link to our Website. If you wish to do so, email your request to email@example.com.
4.5 You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Website by using your User ID.
5 INTELLECTUAL PROPERTY
The Service and its original content, features and functionality are and will remain the exclusive property of Photo Toolbox Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the New Zealand and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Photo Toolbox Ltd.
6.1 Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a monthly basis.
6.2 At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Photo Toolbox Ltd cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Photo Toolbox Ltd customer support team.
6.3 A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Photo Toolbox Ltd with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Photo Toolbox Ltd to charge all Subscription fees incurred through your account to any such payment instruments.
6.4 Should automatic billing fail to occur for any reason, Photo Toolbox Ltd will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
7 FREE TRIAL
7.1 Photo Toolbox Ltd may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
7.2 You may be required to enter your billing information in order to sign up for the Free Trial.
7.3 If you do enter your billing information when signing up for the Free Trial, you will not be charged by Photo Toolbox Ltd until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
7.4 At any time and without notice, Photo Toolbox Ltd reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
8 FEE CHANGES
8.1 Photo Toolbox Ltd, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
8.2 Photo Toolbox Ltd will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
8.3 Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
10.1 When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
10.2 You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
10.3 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
10.4 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
11.1 To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:
a the Website being unavailable (in whole or in part) or performing slowly;
b any error in, or omission from, any information made available through the Website;
c any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website. To avoid doubt, you are responsible for ensuring the process by which you access and use the Website protects you from this; and
d any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
11.2 We make no representation or warranty that the Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Website is not illegal or prohibited, and for your own compliance with applicable local laws.
12.1 To the maximum extent permitted by law:
a you access and use the Website at your own risk; and
b we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, any terms that you upload to the Website, the Website, or your access and use of (or inability to access or use) the Website. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
12.2 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability is limited to NZD100.
12.3 To the maximum extent permitted by law and only to the extent clauses 7.1 and 7.2 of these Terms do not apply, our total liability to you under or in connection with these Terms, or in connection with the Website, or your access and use of (or inability to access or use) the Website, must not exceed NZD100.
14 SUSPENSION AND TERMINATION
14.1 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Website (or any part of it).
14.2 On suspension or termination, you must immediately cease using the Website and must not attempt to gain further access.
14.3 Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
15.1 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.
15.2 These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Website.
15.3 For us to waive a right under these Terms, the waiver must be in writing.
15.4 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4.5, 5, 6, 7, 10.1, continue in force.
15.5 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
15.6 These Terms set out everything agreed by the parties relating to your use of the Website and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Website that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.