1. GENERAL LICENCE CONDITIONS

1.1 This Licence Agreement is a legal agreement between you and CAD CAM IT Limited (CAD CAM, we, us, or our) for your order, download, installation and use of any CV App.

1.2 By ordering, downloading, installing or using any CV App, you agree to be bound by the terms of this agreement and our privacy policy (available at https://cvappstore.com/privacy-policy/) (Privacy Policy).

1.3 The CV Apps are protected by copyright and other intellectual property laws. Except as expressly set out below, this agreement does not grant you intellectual property rights in any CV App and you may only use a CV App on the terms of this agreement. No CV App is sold to you – it is licensed on the terms of this agreement only.

2. GRANT OF LICENCE AND OWNERSHIP

2.1 Subject to your compliance with this agreement, we grant you a non-exclusive, non-transferable, revocable, personal, right and licence to use the CV App that you ordered on https://cvappstore.com/ (Ordered CV App) for your own use (Licence), provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, or otherwise commercially exploit any right in, the Ordered CV App, or use the Ordered CV App in whole or in part for any purpose other than as expressly permitted under this agreement.

2.2 Except as expressly permitted by applicable law or authorised in writing by us, you agree not to copy, modify, rent, lease, loan, sell, distribute, adapt or create derivative works based on any CV App, (other than User Generated Content), in whole or in part. You must not download, copy, or save CAD CAM Content, except as expressly permitted by the functionality of the relevant CV App and as provided for in the guidelines for the use of the relevant CV App.

2.3 The Licence does not allow you to use the Ordered CV App on any device that you do not own or control, and you may not distribute or make the Ordered CV App, in whole or in part, available to any third party.

2.4 From time to time, we may update, develop a new version of, or otherwise modify any CV App, (each, a Change), including when a Third Party Licensor updates, or provides a new version of, its Third Party Software, or otherwise. You agree and acknowledge that:
(a) following a Change, the relevant CV App may operate differently or stop working;
(b) following a Change, if that Change was in respect of an Ordered CV App, you may need to order another Licence for that Ordered CV App; and
(c) a Change may delete or change the nature of features or other aspects of the relevant CV App, including functions you may rely upon.

2.5 You agree and acknowledge that:
(a) we have no obligation to provide continued interoperability of any CV App with any Third Party Software or other CV App;
(b) we have no obligation to Change any CV App if a Third Party Licensor updates, or provides a new version of, its Third Party Software; and
(c) accordingly, a CV App may stop working if a Third Party Licensor updates, or provides a new version of, its Third Party Software, or for any other reason.
The terms of this agreement will apply to any Change unless that Change is accompanied by a separate licence in which case the terms of that licence will apply.

2.6 You may not remove, alter, cover or deface any trademarks or notices on any CV App.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

3.1 You must comply with all applicable laws regarding the use of any CV App. Without limiting the previous sentence, you must not use any CV App for any immoral, illegal or other purpose that we determine to be threatening, abusive, harmful or cause reputational damage to us or any Third Party Licensor (including any other purpose which is detrimental to our interests).

3.2 You are solely responsible for maintaining the confidentiality of any password and for all activities that occur through the use of any CV App, including refraining from sharing passwords. You agree to immediately notify us of any unauthorised use of your account or any other breach of security, and agree to indemnify us for any breach that occurs for or by reason of, or arising directly or indirectly out of, your account.

4. PRICE AND PAYMENT

4.1 If you are in New Zealand and you have a current Maintenance Services Agreement, a Licence may be free of charge, subject to this agreement. Please contact us on [email protected] for further information.

4.2 If clause 4.1 does not apply to you, you must pay for Licences according to the price set out at https://cvappstore.com/ (Price).

4.3 You must pay the Price when you order a Licence on https://cvappstore.com/, in the manner specified at that website address.

4.4 You are responsible for any Tax payable in relation to payments made under this agreement.

5. TERMINATION

5.1 This agreement is effective until it is terminated by us by written notice to you, to the email address you provided to us when you ordered the Licence, with effect on the date specified in that written notice.

5.2 Without prejudice to any other rights or remedies available to us, we may by written notice to you, to the email address you provided to us when you ordered the Licence, require you to permanently destroy and erase any Ordered CV App, and provide us with your confirmation that you have done so and such evidence of that permanent destruction and erasure as we may require, for any reason and without prior notice.

5.3 Clauses 5, 6, 7, 8, 9 and 11 will survive termination.

6. INTELLECTUAL PROPERTY

6.1 Title to, and all Intellectual Property Rights in, all CV Apps are and remain the property of us and, as applicable, the Third Party Licensors. You acknowledge and agree that your rights to view and manipulate information that you access on or through any CV App are strictly limited to this agreement. Except as permitted by those rights, you may not copy, reproduce, modify, publish, transmit, transfer or sell, maintain, retain, create derivative works from, distribute or redistribute, perform, link, display or in any way exploit any content obtained through any CV App, including, without limitation, by incorporating data and information from any CV App into any email, search, catalogue, directory, or other “white pages” products or service, whether browser based, web based, on premise solution or otherwise exploited in any manner not intended by the normal functionality of that CV App. Other trade marks and intellectual property appearing in any CV App may not be owned by us.

6.2 If you provide us with ideas, comments or suggestions relating to any CV App (Feedback):
(a) all Intellectual Property Rights in the Feedback, and anything created as a result of the Feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
(b) we may use or disclose Feedback for any purpose.

6.3 In this agreement, Intellectual Property Rights means all intellectual property rights and interests (including common law rights and interests) owned, licensed to, or held by us or used by us in connection with our business, including without limitation, patents, trade marks, service marks, copyrights, registered designs, trade names, business names (including the name “CV App Store” and “CAD CAM IT” symbols and logos, formulae, techniques, know how, trade secrets, specifications, designs, procedures, technical and manufacturing specifications, instructions, technical data, marketing plans, databases, member lists, and other proprietary rights owned or held by us (including copyright and all other intellectual property rights in each of the foregoing).

7. WARRANTIES

7.1 To the maximum extent permitted by law, we expressly disclaim all warranties, representations and guarantees of any kind, whether oral or written, express, implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non- infringement (including any warranty under Part 3 of the Contract and Commercial Law Act 2017). The CV Apps are provided on an “as is” and “as available” basis.

7.2 To the extent the implied warranties of merchantability, fitness for a particular purpose and non-infringement (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) cannot be excluded, liability for them is limited to NZ$250.

7.3 Where legislation or rule of law implies into this agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this agreement. However, our liability for any breach of that condition or warranty is limited, at our option, to:
(a) replacing the relevant CV App; or
(b) refunding the price that you paid for the relevant CV App, if any. If clause 4.1 applies, then for the purposes of this clause, the price that you paid for the relevant CV App is deemed to have been NZ$250.

7.4 To the maximum extent permitted by law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the CV Apps. To the maximum extent permitted by applicable law, we do not warrant that:
(a) any CV App will meet your requirements or provide specific results in relation to your business;
(b) the operation of any CV App will be uninterrupted, virus or error-free; or
(c) any error will be corrected.

7.5 To the maximum extent permitted by law, you expressly acknowledge and agree that use of any CV App is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

7.6 You agree and represent that you are acquiring the CV Apps, and accepting this agreement, for the purpose of trade. The parties agree that:
(a) to the maximum extent permissible by law, the Consumer Guarantees Act 1993, sections 9, 12A and 13 of the Fair Trading Act 1986, and any other applicable consumer protection legislation, do not apply to the supply of the CV Apps or this agreement; and
(b) it is fair and reasonable that the parties are bound by this clause 7.6.

8. LIMITATION OF LIABILITY

8.1 To the maximum extent permitted by law, in no event (including, without limitation, negligence) will we be liable to you or any third party for:
(a) indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever;
(b) loss of profits, revenue, data, use, goodwill, or other intangible losses;
(c) any claim, damage, loss, liability and cost under or in connection with this agreement, the CV Apps, or relating to your access to, use of, or inability to access or use any CV App or any access or use by unauthorised third parties;
(d) damages relating to any conduct or content of any third party or user, including without limitation, defamatory, offensive or illegal conduct or content; and
(e) damages in any manner relating to any CV App.

8.2 To the maximum extent permitted by law, this limitation applies to all claims, whether based on warranty, contract, tort (including negligence), equity, breach of statutory duty or any other legal theory, whether or not we have been informed of the possibility of such damage and notwithstanding any other provision of this agreement.

8.3 To the maximum extent permitted by law and only to the extent clauses 8.1 and 8.2 do not apply, our total liability, under or in connection with this agreement or relating to the CV Apps, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed:
(a) if clause 4.1 applies, NZ$250; and
(b) if clause 4.2 applies, the price paid for the Licences that you have ordered in the 12 months before the date of the first event giving rise to liability.

9. INDEMNITY

9.1 You indemnity us and our personnel against all Losses arising from:
(a) the use of any CV App by you;
(b) any breach by you of our Intellectual Property Rights; and
(c) any failure by you to comply with your obligations under this agreement.

9.2 The indemnity in clause 9.1 does not apply to the extent that Losses are directly caused by us failing to comply with our obligations under this agreement, or by our or our personnel’s negligence or gross misconduct.

9.3 In this clause:
(a) Losses means claims, damages, liabilities, losses, costs and expenses (including in relation to any claim made by a third person); and
(b) the phrase “our personnel” excludes you.

10. THIRD PARTY SOFTWARE

10.1 The provisions of this clause 10 are not intended to be read as limiting any other provision of this agreement.

10.2 To use the CV Apps, it may be necessary for you to install and use Third Party Software. In addition, the CV Apps may display, include or make available content, data, information, services or materials from third parties or provide links to certain third party websites. We are not responsible and provide no representation or warranty in relation to any linked website not owned or controlled by us or for any use of a Third Party Software, including its content, use or the privacy practices of that third party.

10.3 We do not guarantee the availability, accuracy, completeness, reliability, or timeliness of any information provided by a third party, including through Third Party Software.

11. GENERAL PROVISIONS

11.1 If you have any questions regarding this agreement, please email [email protected].

11.2 A notice given by us under this agreement will be deemed validly given one hour after we email it to you, unless a return email is received within that hour stating that your email address is wrong or that the message cannot be delivered, provided that any notice received after 5pm (in the time zone of the recipient) on a working day or on any day that is not a working day will be deemed to have been received on the next working day.

11.3 Neither party is liable to the other for any failure to perform its obligations under this agreement to the extent caused by Force Majeure, provided that the affected party:
(a) immediately notifies the other party and provides full information about the Force Majeure;
(b) uses best efforts to overcome the Force Majeure; and
(c) continues to perform its obligations to the extent practicable.

11.4 The United Nations Convention on Contracts for the International Sale of Goods 1980 does not apply to this agreement.

11.5 This agreement constitutes the entire agreement between you and us relating to your use of the CV Apps and supersedes all prior negotiations, commitments, writings, agreements and understandings both written and oral between the parties. The parties have not relied on any representation, warranty or agreement relating to this agreement and the CV Apps that is not expressly set out in the agreement, and no such representation, warranty or agreement has any effect from the date of this agreement.

11.6 You may not assign your rights or obligations under this agreement (including undergoing an effective change in your management or control) without our prior written consent. We may assign this agreement at any time at its sole discretion and without your consent.

11.7 If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect, that provision will be read down to become legal, invalid or unenforceable or, if that is not possible, deleted. The other terms of this agreement will continue to apply with full force and effect.

11.8 The exercise or waiver, in whole or in part, of any right, remedy or duty provided for in this agreement will not constitute the waiver of any prior, concurrent or subsequent right, remedy or duty within this agreement. No waiver by any party of any provision of this agreement is valid unless it is in writing and signed by an authorised representative of the party against which the waiver is sought to be enforced.

11.9 This agreement is governed and to be construed by the laws of New Zealand and you accept that the New Zealand courts have exclusive jurisdiction to deal with any dispute, litigation or other matter relating to this agreement or the CV Apps.

12. DEFINITIONS

“Content” means any form of information, data or creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, tools, text, ideas, communications, replies, comments, software, scripts, executable files, graphics, maps, routes, geo-data, biometric data and data elements derived therefrom interactive features, designs, copyrights, trademarks, service marks, branding, logos, and other similar assets, patents, sounds and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the use of any CV App;

“CAD CAM Content” means all Content that is not User Generated Content;

“CV Apps” means the Cabinet Vision applications developed by us that are available for download at https://cvappstore.com/, and references to CV Apps includes Ordered CV Apps;

“Force Majeure” means any event or circumstance that is beyond the reasonable control of a party, excluding a lack of funds for any reason;

“Maintenance Services Agreement” means a maintenance services agreement for the provision of maintenance services by us to you;

“Tax” means any sales tax, duty, levy or cost which may be imposed on the supply or use of the CV Apps, excluding income tax;

“Third Party Software” means any software licensed to us by Third Party Licensors relating to the CV Apps;

“Third Party Licensors” means any third party licensing software to us relating to the CV Apps; and

“User Generated Content” means any Content that a user submits, transfers, or otherwise provides to or through the use of any CV App.