End User means, as the context permits, teachers, employees, contractors, agents, and/or students of a Licensee, that have registered for a Login with QuickSense;
(a) Licence means a non-transferrable, non-exclusive licence granted by us to a Licensee under a product license agreement, which allows End Users of the Licensee to access and use the Product during the term of that product license agreement;
(b) Licensee means a party to a product license agreement with QuickSense Holdings Limited under which the Licensee is granted a Licence;
(c) Login means each End User’s individualised secure login to the Web-Portal, issued to the End User by QuickSense, and associated with the End User’s School Email;
(d) Product means the online testing and analytics platform developed by us, accessible only via a Login;
(e) School Email means the individualised, secure emails issued to each End User by a Licensee;
(g) User Data means all data entered, captured or created relating to use of the Website, Web-Portal or Product, as a consequence of using the Website, Web-Portal or the Product;
(h) Web-Portal means the internet-based access point and internal platform where End Users can access and use the Product by entering their Login; and
(i) Website means the public facing website developed and created by QuickSense available at www.quicksense.org.
2. ACCESS AND ACCEPTANCE
2.2 If you are an End User, you acknowledge that your access to the Product will last for the duration of the Licence granted to the Licensee with which you are associated. When the term of that Licensee’s License expires, your access to the Product will also cease.
3. PROVISION OF THE WEBSITE, WEB-PORTAL AND PRODUCT
3.1 You acknowledge and agree that the information contained and accessed on or through the Website is provided by us for general guidance, and is intended to offer you general information. The information provided is not intended to be a substitute or replace any professional advice, consultancy or service.
3.2 You acknowledge and agree that there is no guarantee that access to our Website, Web-Portal or the Product will be without disruptions, delays or communication-related flaws. We are not liable for any such disruptions, delays or other omissions in any communication experienced when using our Website, Web-Portal or the Product.
3.3 We will use reasonable endeavours to notify you before deliberately interrupting or suspending the Website, Web-Portal or Product in connection with the implementation of any major update.
3.4 You agree that we may:
(a) temporarily suspend or restrict access to the Website, Web-Portal or Product to carry out maintenance, upgrades, repairs and/or make improvements to the Website, Web-Portal or Product; and
(b) change any technical and/or other features of the Website, Web-Portal or Product in order to keep pace with the latest demands and technological developments or to comply with any regulations.
(a) we will seek to give you reasonable notice of the change;
(b) the change will take effect when we post it on the Website, or notify you the next time that you access the Product; and
(c) you will be bound by the change immediately upon it being posted on the Website, or (if applicable) when you are notified of the change when accessing the Product.
4. YOUR USE
4.1 In using the Website, Web-Portal or Product, you agree that you will:
(a) not access, input or upload any contribution or content to the Website or Web-Portal without our consent;
(c) promptly respond to all reasonable requests made by us for instruction and information, and promptly do all things reasonably necessary to enable us to fully and effectively provide the Website, Web-Portal or the Product;
(e) only use the Website, Web-Portal and the Product in accordance with industry best practices for internet protocol;
(f) you may not publish hyperlinks to the Website, Web-Portal or the Product without our written consent;
(g) ensure that the Website, Web-Portal or the Product are not used for the sending of unsolicited emails;
(h) not make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “Trojan horses”, “worms” or any other harmful software to or from the Website, Web-Portal or the Product;
(i) keep your Login secure, and not your Login share with any third parties;
(j) not use the Website, Web-Portal and the Product for the purposes of data mining, extraction, collection, emulating, phreaking, hacking, password cracking, IP spoofing or overloading the Website, Web-Portal or Product, “framing”, inserting pop-up windows, interstitial pages, advertisements, performing any automated operation or any such other similar actions; and
(k) not use or allow anyone else to use the Website, Web-Portal and the Product to directly or indirectly input content which is or may be malicious or defamatory, software which assists in or promotes emulators, phreaking, hacking, password cracking, IP spoofing, be illegal, obscene, offensive, threatening, violent, sexually explicit, pornographic, promote discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation, age, is likely to harass, intimidate, bully, upset, embarrass, alarm, annoy any other person, is likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person, give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business, solicit passwords or personal information from anyone, be used to send any communication by automated email or otherwise, be incomplete or inaccurate or submitted otherwise than as requested by the Website, Web-Portal or through the Product, request personal information from other users nor post any unnecessary personal information about you or any user without their permission or link to any of the material specified above in this paragraph.
4.2 You acknowledge and agree that you:
(a) own or have rights to use all contributions that are input into the Website, Web-Portal and the Product by you;
(b) have the authority or permission of any third party in respect of any personal information provided to us (as applicable);
(c) are responsible and liable for any breach of intellectual property rights, defamation, or any law, which may occur as a result of any contributions by you when using the Website, Web-Portal and the Product;
(d) will immediately notify us of any security breach or unauthorised use of your Login or School Email;
(e) where applicable, are responsible for determining what information should be treated as shared input on the Website, Web-Portal and Product; and
(f) irrevocably release us from any right or claim arising out of or in connection with any contribution inputted by you.
5. INTELLECTUAL PROPERTY
5.1 You acknowledge that our intellectual property includes all statutory, common law and proprietary rights of a party, including patents, designs, plant varieties, trademarks, copyright works, layout designs, know-how and other information, whether registered or unregistered (including applications for such rights) as may exist anywhere in the world at any time (Intellectual Property) in relation to the Website, Web-Portal and the Product.
5.2 We retain sole and exclusive ownership (including all the Intellectual Property rights) in the Website, Web-Portal and Product, whether in its original form and/or as modified by any person.
5.3 You acknowledge and agree that:
(b) you will not at any time directly or indirectly challenge or contest ownership of our or any third party’s Intellectual Property rights who are providing the Site or Service.
5.4 You acknowledge and agree that all title and intellectual property rights in and any third party content that may be accessed through use of the Website, Web-Portal and the Product is the property of the respective content owners and may be protected by applicable copyright or other Intellectual Property laws and treaties.
5.5 You acknowledge and agree that materials on the Website, Web-Portal and provided through the Product may not be modified, reproduced, publicly displayed or used for any public or commercial use without our express permission in writing (including third-party links). If you do not obtain our express written permission we bear no risk, responsibility or liability.
7.1 All representations and warranties in respect of the Product whether statutory, express or implied are expressly excluded (except any which may not be lawfully excluded), including, without limitation, the implied warranties of merchantability and fitness for any particular purpose.
7.2 To the fullest extent permitted by law, in no event will we be liable to you for any direct, indirect, incidental, special, economic or consequential loss or damage or loss of revenue, profits, goodwill, bargain or opportunities or loss of anticipated savings incurred or suffered by you whether caused by negligence or otherwise or whether or not we were aware or should have been aware of the possibility of such loss or damage.
7.3 To the fullest extent permitted by law, if we are held or found to be liable to you for any matter, whether based on an action or claim in contract, equity, negligence, tort, or under any indemnity or otherwise, the amount of damages recoverable against us for all events, acts or omissions will not in aggregate exceed one hundred New Zealand dollars ($NZ100).
8.1 We may immediately terminate your use of the Website, Web-Portal and Product, if:
(a) you fail to comply with any obligation imposed on you under these Terms; or
(b) we cease to provide the Product to the Licensee with which you are associated for whatever reason.
9. GENERAL TERMS
9.1 No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgences by a party in respect of any breach of the other party’s obligations under these Terms is to:
(a) operate as a waiver or prevent the subsequent enforcement of that obligation; or
(b) be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgences in respect of, or a waiver of, any subsequent or other breaches.