These Love My Money Standard Terms (Agreement) is by and between VIRIDIAN SOLUTIONS LIMITED (trading as Love My Money) (LMM) , New Zealand company number 2170928, of 33 Broadway Newmarket, Auckland 1149, New Zealand and you, the party enabling Users to become aware of, access and/or use the LMM Site or referred to on the LMM Site (Enabler). It is entered into as of the earlier of the date the Enabler signs a document with us referring to these Standard Terms, or the date the Enabler is listed on or its Users begin using the LMM Site (Effective Date).
This Agreement between LMM and the Enabler comes into effect as set out above and continues until terminated in accordance with the terms of this Agreement (Term). This Agreement includes any Module or other document signed by the parties incorporating these Standard Terms.
Each party represents and agrees that it:
Enabler represents and agrees that it:
LMM represents and warrants that:
LMM represents and warrants that:
It is expressly acknowledged and agreed by Enabler that the Benefits and services provided to the Enabler under this Agreement are supplied for business and commercial purposes.
To the fullest extent permitted by law, except as expressly set out in this Agreement, LMM disclaims and excludes all warranties, conditions, terms, representations or undertakings, whether express, implied, statutory or otherwise, including any condition or warranty of merchantability or fitness for a particular purpose. LMM does not warrant, and cannot be held liable for:
The Enabler shall indemnify LMM (and at LMM’s sole discretion defend LMM) at all times against any liability, loss, damage or cost (including legal fees) suffered or incurred by LMM and all actions, proceedings, claims or demands made against LMM as a result of any negligent act or omission or any breach of this Agreement by the Enabler, Users, or the Enabler’s personnel or agents.
The Enabler acknowledges that the programs, software, algorithms, specifications, databases, images, designs, codes and configurations contained in or utilized in the LMM IP are proprietary and confidential to LMM and protected under copyright law. The Enabler shall not copy, modify, adopt, translate, merge, reverse engineer, decompile, or disassemble, or resell or distribute, the same, or create any derivative works based on the LMM IP. All Intellectual Property rights in the Benefits, the LMM Site, the LMM Customer Portal, any Documentation, and any work or thing provided, developed or created by or on behalf of LMM under or in connection with this Agreement (Developed Works) are exclusively owned by LMM or LMM’s licensors or suppliers. The Enabler acknowledges that there is no transfer of Intellectual Property rights or ownership of the LMM IP or any Developed Works, or the LMM brand, or any part thereof, to the Enabler under this Agreement and the Enabler will not dispute LMM’s (or LMM’s licensors’ or suppliers’) ownership of such property. The Enabler will not register or use any domain name or mark, or provide or promote any services that are similar, to the LMM IP or the Benefits during or after the term of this Agreement.
LMM grants the Enabler a limited, non-transferable, non-exclusive, revocable license to use the LMM Marks and the LMM Customer Portal for the Term of this Agreement solely for the purposes of and subject to this Agreement. The Enabler may not use or deal with the LMM IP for any other purpose without the express prior written consent of LMM, and any such use or dealing will be deemed a material breach of this Agreement. The Enabler is not permitted to sub-license, transfer, assign, rent or sell any of the LMM IP or right to use the same. The Enabler may create a hyperlink to the LMM Site from another website provided it does not imply that Love My Money has an association with the Enabler’s site (except as expressly authorised under this Agreement) or endorses the Enabler’s products or services.
The LMM Marks may only be used by those authorised by Viridian Solutions Limited, in a manner and for the purpose authorised by Viridian Solutions Limited. No other use of LMM Marks is permitted. The LMM Marks may not be used in a manner or in material that is misleading about Love My Money or the relationship with Love My Money or Viridian Solutions Limited. A/any LMM Marks should not be incorporated into any trade names, business names product, service or domain names. No adoption or imitation of, or use of something similar to the LMM Marks, look and feel, or designs is permitted. The LMM Marks should not be altered or displayed in a partial or altered state in any way. The Enabler must cease using the LMM Marks if LMM directs it to do so. These terms may be revised from time to time without notice. It is the responsibility of the person proposing to use the LMM Marks to check that any such use is compliant. For any questions about use of the LMM Marks please contact Love My Money at [email protected].
Each party will keep and treat as confidential at all times, and will not at any time, directly or indirectly, disclose or permit to be disclosed, or use for itself or to the detriment of the other party, any Confidential Information of the other party, except as and to the extent:
The Enabler may terminate a Module:
LMM may terminate a Module without liability or obligation to the Enabler of any kind upon:
Termination of a Module will not terminate any other Module or the Standard Terms for the purposes of such other Module. Termination of a Module or this Agreement is without prejudice and will not affect any rights or obligations of the parties which have accrued prior to or upon termination or which by their nature are intended to survive termination (including clauses 5, 6, 7 and this clause 8.3, together with those clauses that are incidental to and required in order to give effect to such clauses). Upon termination of this Agreement, the Enabler must immediately cease use of the LMM IP, except as necessary to enable a reasonable transition for Users.
Neither party (the Affected Party) shall be liable for nay default or delay in the performance of its obligations if and to the extent such default or delay is caused directly or indirectly by a Force Majeure Event. In such event, the Affected Party shall be excused from performance of its obligations for as long as such circumstance prevail and the party shall continue to use commercially reasonable efforts to recommended performance as soon as practicable, provided that this clause shall not apply in respect of the Enabler’s obligation to make payment under this Agreement.
LMM May assign all or any of its rights and obligations under this Agreement to any person without the Enabler’s consent. The Enabler may not transfer or assign any of its rights or obligations or liabilities under this Agreement to any other person without LMM’s prior written consent.
This Agreement records the entire arrangement between the parties relating to all matters dealt with in this Agreement and supersedes all previous arrangements, whether written or oral relating to such matters. This Agreement shall govern and prevail over any conflict or inconsistency with any term of a purchase order provided by the Enabler.
If a party disputes any matter in relation to this Agreement it must notify the other party of that in writing, and if the parties fail to negotiate a resolution to the dispute within a reasonable time (not exceeding 20 Business Dyas form the date of written notice of the dispute being given by one party to the other), either party may require that dispute to be submitted to mediation, such mediation to take place in Auckland, New Zealand. If the parties fail to agree on a mediator within 5 Business Days from the submission to mediation, one will be appointed by the President for the time being of the New Zealand Law Society or its successor. The mediator will not be acting as an expert or arbitrator, will determine the procedure and timings for the mediation, and the parties will share equally in the cost of the mediation. All discussion in mediation will be without prejudice and confidential. Neither party may issue any legal proceedings (other than for urgent or interlocutory relief) without first taking all reasonable steps to comply with the process above.
If any provision of this Agreement is or becomes unenforceable, illegal or invalid, it shall be severed and shall not affect the enforceability, validity or application of any other provision.
No waiver of any breach, or failure to enforce any provision, of this Agreement shall in any way limit or waive the right of that party to subsequently enforce compliance with this Agreement.
These Standard Terms may be updated and amended by LMM from time to time. No amendment to the terms of any Module will be valid unless in writing and signed by a duly authorised representative of each party.
This Agreement is governed by the laws of New Zealand, and the parties submit to the jurisdiction of the courts of New Zealand in respect of all matters relating to this Agreement (except as necessary for any urgent or interlocutory relief). The rights, powers and remedies provided in this Agreement are not exclusive of any rights, powers or remedies provided by law.
LMM may appoint subcontractors to perform any of its obligations under this Agreement.
In this Agreement, unless the context indicates otherwise:
Agreement means these Master Terms together with any Executed Module(s).
Benefits means the provision of access to use the LMM Subscriber Content under an Executed Module, or in the case of a Product Partner Module, has the meaning set out in that Module.
Business Day means any day of the week except Saturday, Sunday or a day on which banks are authorised or required to be closed in New Zealand.
Confidential Information means, in relation to either party, any information: (a) relating to the terms of this Agreement; (b) disclosed by that party to the other party on the express basis that such information is confidential; (c) which might reasonably be expected to be confidential in nature; (d) directly or indirectly relating to the development, accounting, marketing or the business of that party or its suppliers or customers.
Documentation means any document related to the LMM Site or this Agreement provided or developed by LMM, and includes and Comms Plan or Operational Plan.
Force Majeure Event means any act of God including fire, flood, or other elements of nature; any hostilities, war, or civil disorder in any country; failures or fluctuations in telecommunications or other equipment; any labour disputes; any act or omission of the other party or any government authority; any non-performance by a third party for any similar cause beyond the reasonable control of such party.
Intellectual Property means registered and unregistered trade marks (including logos), domain names, copyright, patents, utility models, registered and unregistered designs, circuit layouts, software (whether in object code or source code), databases and lists, Confidential Information, and all other rights anywhere in the world resulting from intellectual activity.
LMM Customer Portal means the website made available to the Enabler by LMM for the Enabler to use in relation to the management of Users and Benefits in relation to this Agreement.
LMM IP means the Benefits, the LMM Site, the LMM Customer Portal, the Documentation, the LMM Marks and any Intellectual Property provided, developed or created by LMM, and includes the look and feel of the LMM Site and content.
LMM Marks means the LMM logo and trademarks including any supplied in electronic format or otherwise by LMM to Enabler (as may be updated from time to time by LMM)., and LMM Marks Usage Requirements means the terms for the usage of LMM Marks as notified by LMM on its website or to the Enabler from time to time.
LMM Site means the website maintained by LMM to assist with personal financial management at www.lovemymoney.co.nz
LMM Subscriber Content means the content made available by LMM on the LMM Site to paid Subscribers at the corresponding Subscription Type identified in the applicable Module.
Module means a written module signed by both parties.
Permitted Use means the use of the LMM Subscription Content for the purpose of the applicable User’s personal financial management.
PII means personal identifiable information.
Price means the price relating to the provision of the Benefits referred to in the Module or other document signed by the parties.
Users means the Enabler’s Employees and/or the Enabler’s Customers, as applicable under a Module.
In this Agreement, unless the context indicates otherwise: