OpenStrategy: Terms and Conditions for OpenStrategy®

General Terms and Conditions Document

Terms of Use:

General Information and the Terms of the User Agreement

Welcome to the OpenStrategies Ltd. ("OSL") website ("the website").
1. This version of the General Terms and Conditions Document ("this document") replaces any previous version of this document, verbal, written, electronic or otherwise, in its entirety. This statement does not imply the replacement of any other document, binding or otherwise, provided by OSL to you for the purpose of governing an agreement between you and OSL or for any other purpose.
2. This agreement, including any and all documents referenced herein, constitutes the entire agreement between you and OSL pertaining to the subject matter. Should any conflict be found to exist between this document and any document referenced herein, then this document will take precedence unless a court of competent jurisdiction rules otherwise. You agree that no joint venture, partnership, employment, or agency relationship exists between you and OSL because of this agreement or the use of the website.
3. Definitions of terms and phrases, of a legal nature or otherwise, employed within this document are detailed in the Glossary of Terms and Phrases Document. The Glossary of Terms and Phrases Document exists to facilitate the interpretation of this document in the way that OpenStrategies Ltd. ("OSL") originally intended.
4. Any failure on the part of OSL to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nor shall OSL's failure to insist upon strict enforcement of any provision of this agreement be construed as a waiver of any provision or right.
5. If any provision of this document is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of this document remain in full force and effect.
6. The laws of New Zealand without regard to conflict of law provisions will govern this document and the relationship between you and OSL. Any legal action or proceeding between you and OSL related to this agreement shall be brought exclusively in a court of competent jurisdiction sitting in New Zealand. Use of the website is unauthorised in any jurisdiction that does not give full effect to all provisions of the document, including without limitation this paragraph.
7. OSL's performance of this agreement is subject to existing New Zealand laws and legal process, and nothing contained in this agreement is in derogation of OSL's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the website or information provided to or gathered by OSL with respect to such use.
8. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to use of the service or the document must be filed within one (1) year after such claim or cause of action arose or be forever barred.
9. The section titles and headings in the document are for convenience and reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section; they have no legal or contractual effect.
10. Any reference to notification by some form of communication is deemed to be performed in accordance with clause sixteen (16) of the document.
11. The collection, handling and protection of data by OSL is done in a lawful and fair fashion in accordance with OSL's Policy on the Protection and Handling of Personal Data, set out in clause seventeen (17) of the document.

Duration of the Agreement
1. This agreement will continue until either you or OSL terminate it. Either party may terminate this agreement at any time by sending a notice of termination to the other party. The sending of notices for the purpose of this clause is governed by clause sixteen (16) of the document. Upon termination of the agreement, you will cease to be an authorised user of the website and you will be barred from any further access to these files and any OpenStrategies that they were posted to, unless explicit permission is given by OSL. You will also be required to destroy immediately any materials that have been downloaded from the website, printed from the website or provided to you in printed form by OSL. OSL reserves the right to keep the information posted by you to an OpenStrategy and to replace you as the owner of this information following the termination of your account. OSL will remove your entry in the user directory of any OpenStrategy you subscribed to.
2. OSL reserves the right to terminate your account should any of the following occur:
  1. OSL has reasonable grounds to suspect that personal information (such as contact details) provided voluntarily by you, at the request of OSL, is untrue, inaccurate, not current or incomplete.
  2. OSL believes that you have breached the agreement. This includes any violation or act inconsistent with the letter or spirit of the document, or of a particular OpenStrategy.
  3. If OSL decides no longer to provide the service agreed upon under the document.
  4. OSL has reason to believe that you have failed to participate sufficiently in at least one OpenStrategy as per clause four (4) of this document.
3. OSL will endeavour to give notice of termination as per clause sixteen (16) of this document. OSL will not be held liable should your contact details be out of date or incorrect, or should any technical failure with the email transmission occur. You agree that OSL is in no way liable should your account be terminated without receipt of a notice of termination.
4. You agree that OSL will not be liable to you or any third party for any termination of your access to the service provided by OSL on this website.

Modification of the Service Provided and this Agreement
1. OSL reserves the right at any time to:
  1. Change, modify, suspend or discontinue the website (or any part thereof) and the service provided by means of the website (or any part thereof).
  2. Change or modify the agreement (or any part thereof).
2. In the event of either of the above OSL will attempt to contact all users by way of e-mail, postal, written or verbal communication, or any other method of communication that it deems fit as per clause sixteen (16) of this document. OSL can accept no responsibility should the user not have up to date contact details, or should any technical failure with the email transmission occur.
3. Your continued use of the OSL website shall be deemed your acceptance of the changes to the service and/or the modified agreement.
4. Should you not wish to accept the changes made either to the website or to the document you must terminate this agreement in accordance with clause two (2) this document.
5. You agree that OSL will not be liable to you or to any third party for any change, modification, suspension or discontinuance of the service.

Obligations under this Agreement
1. You agree to conduct yourself in the following manner whilst using the website:
  1. You agree not to upload, post, publish, reproduce, or otherwise transmit through or to the website, any content that:
    1. Is deemed unlawful, abusive, defamatory, harmful, obscene, offensive, pornographic, threatening or otherwise objectionable either in the eyes of the law or according to the views held by OSL.
    2. Violates the intellectual property rights, rights of publicity, privacy rights, or other propriety rights of others, without first obtaining the permission of the owner of such rights.
    3. Contains any viruses, trojan horses, or any other harmful or disruptive programs, or programs designed to circumnavigate manufacturer-installed copy-protection devices, including but not limited to digital watermarks, CD keys and software registration numbers.
    4. Contains any hyperlinks to any external sites that are deemed obscene or pornographic in their content.
    5. Contains personally identifiable information belonging to children or displaying material that exploits persons of any age.
  2. Furthermore you agree not to:
    1. Use the OSL website for the purpose of conducting any illegal activity (such as misleading and deceptive conduct) or providing instructional information about illegal activities, any activity that violates the rights of others, or any activity that promotes physical harm or injury against any group or individual.
    2. Disrupt, place unreasonable burdens or excessive loads on, interfere with, or attempt to gain unauthorised access to, or hack with the intention of carrying out any of the above activities or for any other purpose, any portion of the website, its computer systems, servers, or networks.
    3. Transmit junk mail, spam, chain letters, or other unsolicited bulk email or duplicative messages.
    4. Collect information about other visitors to the website without their consent or otherwise systematically extract data or contact details (such as e-mail addresses) from any portion of the website.
    5. Provide false information about yourself to us, impersonate any other person, or otherwise attempt to mislead others about your identity or the origin of any content, message or other communication. This includes using another user's Username and Password without the express permission of the owner of said Username and Password, and without declaring to other users your true identity should you post to an OpenStrategy or otherwise communicate with other users whilst logged in under said Username and Password.
    6. Use an OpenStrategy to blatantly advertise, market or promote goods and services offered by you or your company. You may use an OpenStrategy to promote projects and outputs relating to an OpenStrategy only.
    7. Use an OpenStrategy to provide some benefit to, or otherwise promote, a cause or industry that OSL identifies as immoral, or against the essential spirit of the OSL philosophy. Such causes or industries include, but are not limited to, the military, the tobacco industry or any industry that focuses on the production and distribution of addictive or harmful chemicals, slave labour and the mistreatment, abuse or exploitation of animals. This includes allowing any person or entity working for such a cause or industry to use your Username and Password to gain access to an OpenStrategy. OSL reserves the right to take action against any user who employs the website, or any aspect thereof, for the above purpose.
    8. Sell your Username and Password to any other party.
  3. With respect to your Username and Password, you agree to take full responsibility for all use of the website using your Username and Password, regardless of whether or not the use is made by you or by someone else. It is your responsibility to protect and secure your Username and Password from unauthorised use. Should you become aware that your Username and Password have been used without your authorisation, you must notify OSL immediately, preferably by e-mail to support@openstrategies.com. OSL will notify you by e-mail if it believes you have performed some significant change to either your account or the information that you have posted or some other act that the system believes seriously affect you. Furthermore OSL regularly sends e-mail to all users with the intention of ensuring that they still have access to their account. Both of these measures are intended to ensure that you will not be locked out of your account should some malicious user hi-jack, steal, or otherwise gain unauthorised control of it. This also provides you with the right to veto some unauthorised change to your account or to a previous posting.
  4. With respect to personal information (such as contact details) voluntarily provided to OSL by you, you agree to the following rules of conduct:
    1. You will provide true, accurate, current and complete information about yourself as requested by OSL.
    2. You will maintain and promptly update your personal information, with particular emphasis on your contact details, to keep this personal information true, accurate, current and complete.

The Attached Privacy Policy
1. OSL respects the privacy of the individuals that use the website. A Privacy Policy has been developed by OSL to address the privacy of those individuals. In accordance with this privacy policy, individually identifiable information about you is not willingly disclosed to any third party unless otherwise stated in the privacy policy. Information submitted by a user to an OpenStrategy is tied to individually identifiable information and is routinely disclosed to other members of the OpenStrategy to which this information is submitted. The level of disclosure associated with an OpenStrategy is defined by the Lead Stakeholder at that OpenStrategy's inception. Depending on this level of disclosure, users not registered to the OpenStrategy you are registered to will be able to access information submitted by you to that OpenStrategy as well as your contact details (to the extent to which they are published within that OpenStrategy's user directory).

The Attached Copyright Notice
1. OSL seeks to uphold all relevant copyright laws. A copyright notice has been developed by OSL with the intention to ensure that the website, its content and all related aspects thereof are protected by the relevant copyright laws. Furthermore, it exists with the intention to ensure that visitors to and users of the website conduct themselves within the bounds of the relevant copyright laws.

The Disclaimer of Warranties
1. You expressly understand and agree that:
  1. The materials, information and services on the website are provided "AS IS" and without warranties of any kind, whether express or implied. To the fullest extent permitted by applicable law, OSL disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, title and non-infringement. OSL expressly disclaims any warranty that the functions contained in the materials appearing on the website will be uninterrupted or free of errors, that defects will be corrected, or that the website or the server that makes the website are free of viruses or other harmful materials.
2. OSL makes no warranty that:
  1. The service provided on the website will meet your requirements.
  2. The service provided on the website will be uninterrupted, timely, secure or error-free.
  3. The results that may be obtained from the use of the service will be accurate or reliable.
  4. The quality of any products, services, information or other material purchased or obtained by you through the service will meet your expectations.
  5. Any errors in the software will be corrected.
3. You recognise and agree that all materials that are posted to an OpenStrategy are provided as part of the service that operates on the website. These materials are sourced from third parties outside OSL and as such, OSL cannot and does not provide any warranties of any kind whatsoever in relation to such materials. Furthermore, OSL makes no representations, warranties, guarantees, or conditions as to the quality, suitability, truth, accuracy, or completeness of any of the materials downloaded from, or contained on, the website or any other website referenced by the website.
4. OSL intends to take reasonable steps to prevent the introduction of viruses or other destructive materials to the website. However, OSL does not warrant or provide any guarantee that the website, or the service provided as part of the website, or the materials made available on the website do not contain destructive features. OSL will not be liable for any damages of harm attributable to such features. Furthermore, any material downloaded or otherwise obtained through the use of the website is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or network or for any loss of data that may result from the download of any such material.

Limitation of Liability
1. You expressly understand and agree that in no event will OSL, its directors and employees, its affiliated or related companies, or its content providers be liable for any damages, including without limitation direct or indirect, special, punitive, exemplary, reliance, incidental, or consequential damages, including losses or expenses arising in connection with the website or use thereof or inability to use by any party, or in connection with any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure. This includes any damages whatsoever resulting from loss of use, business, data or profits, the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the website or the service provided through the website, unauthorised access to or alteration of your transmissions or data, statements or conduct of any third party on the website or related service, litigation and the like, whether based on breach of contract, tort(including negligence), product liability or otherwise, even if OSL, or representatives thereof, are advised of the possibility or such damages, losses or expenses.
2. Your use of hyperlinks, located on the website, to other websites or Internet resources is done at your own risk. The content, accuracy, opinions expressed and other hyperlinks provided by these websites or Internet resources are not investigated, verified, monitored or endorsed by OSL.
3. The information and statements contained on the website do not purport to contain all relevant information and any statement as to any future matter is a present prediction of a possible future outcome, the accuracy of which cannot be guaranteed. You, or any party, should not rely upon the content provided on the website but should make your own assessment and evaluation, undertake investigation and inquiries and seek advice to enable yourself to make any decision concerning your own interests. OSL will not be held liable for any harm, damage of any kind or loss that may arise from your use of, or reliance on, such information or statements whether or not created or caused by any negligent act or omission.
4. In no case shall OSL's aggregate liability for any content or accessibility problems with the website exceed the amount of the fees, if any, paid by you in the twelve (12) month period preceding any claim or notice of damages.

Force Majeure
1. OSL will not be liable for any delay or failure of the website or services provided through the website, or for any loss or damage from such delay or failure to the extent that it was caused, in whole or part, by an act of God, war, terrorism, civil disobedience, riots, strike, industrial stoppage or unrest, fire, volcanic eruption, earthquake, shortage of suitable labour, materials, equipment or energy or any other event beyond OSL's control.

Indemnification Clause
1. In exchange for accepting the benefits you receive by accessing the website and using the service(s) contained therein, you agree to defend, indemnify and hold OSL and its affiliate and related companies, co-branders or other partners, directors, officers, agents, and employees harmless from any liability, loss, claim, demand, or expense (including reasonable legal and accounting fees), made by any third party due to or resulting from use of the website or its related services, by you or users of your account. This includes any violation of this document or any document referenced herein by you or users of your Username and Password, or any violation of any laws, regulations, or third-party rights by you or users of your Username and Password.

Special Admonitions for International Use
1. In recognition of the global nature of the Internet, OSL makes no representation that the content of the website complies with the laws (including the intellectual property laws) of any country outside of New Zealand. If you access the website from outside New Zealand you agree that you do so on your own responsibility and that you are responsible for ensuring compliance with all applicable laws regarding the transmission of technical data exported from New Zealand or the country in which you reside, as well as any other local laws affecting the transmission or posting of content, online conduct and acceptable content, or otherwise.

Governing Law
1. This agreement is deemed to have been made in New Zealand and the resolution of any dispute related to this agreement or OSL shall be governed by and construed in accordance with the laws of New Zealand, without giving effect to any conflicts of law provisions, and regardless of the place or places of its physical execution and performance. Any legal action proceeding between OSL and you related to this Agreement shall be brought exclusively to the New Zealand courts and the New Zealand courts shall have jurisdiction to hear and determine such dispute. You agree to submit to the venue and personal jurisdiction of such a court.

Hyperlinks from and to this Site
1. The website may contain hyperlinks to other Internet resources. Those hyperlinks are provided for your convenience. OSL does not maintain or control the websites or materials accessed in this manner, and the presense of these hyperlinks in no way imply that OSL sponsors or is affiliated or associated with the owners or publishers of those resources. You use those hyperlinks at your own risk. Once you access another site via such a hyperlink, you are subject to the Terms and Conditions, policies, or any other set of rules, governing that website. Furthermore you acknowledge and agree that OSL will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on or through any such site or resource.
2. Should you choose to create a hyperlink to the OSL website, you agree to be bound by the following:
  1. Nothing will be done, or caused to be done, that will in any way impair OSL's image or reputation.
  2. In connection with the use of our tradename or reference, you will not, in any manner, represent that it is endorsed by OSL or that you are acting in a representative capacity of OSL.
  3. You will not utilise OSL's name nor its relationship with OSL in any manner that intentionally gives rise to advertising or publicity without the express prior written consent of OSL. OSL reserves the right to rescind this consent, at any time, with just cause. Should this occur, you will be notified as per clause sixteen (16) of this document, and you agree to remove the hyperlink to the website within twenty-four (24) hours from the receipt of such notice.

Downloadable Material
1. OSL makes available to you the provision to download particular documents or materials from the website on the conditions set out below:
  1. Upon downloading you will conduct virus scanning and other checks for file integrity. It is your responsibility to ensure that the downloaded material will not corrupt in any way, cause any kind of damage, or harm to your data, software, computer systems or networks or those of any other party.
  2. You acknowledge and agree that OSL will not be under any liability to you for any loss or damage including consequential loss or damage however caused whether by negligence or otherwise, that arises in any way from the use of the downloaded documents or material.
2. If you do not agree with these conditions, then you should not download the documents or material.

Exclusions and Limitations
1. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations present in the document may not apply to you.

Notices
1. You may serve a notice on OSL for the purposes of this agreement by sending it by e-mail to support@openstrategies.com or by post to PO Box 22062 Christchurch, New Zealand.. OSL may serve a notice on you by sending it to your e-mail address or postal address as they appear within your personal contact details (voluntarily supplied by you to OSL as per the Privacy Policy). Notices will be deemed to have been served one hour after transmission by e-mail or three (3) days after dispatch by post. You are responsible for notifying OSL of any change to your e-mail or postal address. OSL's preferred method of contact is e-mail, and, unless OSL chooses to use some other form of communication consistent with normal business practice (a right reserved by OSL), this will be the method normally employed by OSL to contact you.

OSL's Policy on the Protection and Handling of Personal Data
1. OSL has put in place specific safeguards relating to the protection and handling of your personal data. These safeguards are as follows:
  1. OSL obtains and processes personal data about you in a fair and lawful fashion.
  2. OSL holds personal data about you solely for specific and lawful purposes. Your personal data will not be used or disclosed by OSL in any manner incompatible with those purposes.
  3. Any personal data about you held by OSL for any purpose will be relevant to that purpose.
  4. Any personal data about you held by OSL for any purpose will not be kept longer than necessary for that purpose.
  5. OSL has put in place the security measures to help protect against unauthorised access to, or alteration, disclosure, or destruction of your personal data and against the accidental loss or destruction or your personal data.

Recourse
1. If you are dissatisfied with the website or are unable to agree with any aspect of this document, any document referenced herein, or any other policies, guidelines, or practices employed by OSL in operating the website, your sole and exclusive remedy is to discontinue using the website.

Opting Out / Unsubscribing
1. OSL gives you the option to opt-out wherever necessary and practical. The user may opt-out of newsletters and promotional or marketing material distributed by OSL. This does not offer the user the option, implied or otherwise, to opt-out of receiving official communications or any aspect relating to your conduct on or use of the website.
2. You may unsubscribe from an OpenStrategy provided sufficient notice, as per clause sixteen (16) of the document. OSL reserves the right to replace you within an OpenStrategy with another user should you choose to unsubscribe and this includes transferring the ownership of all submissions made by you in that OpenStrategy.

Contact Details For Questions or Comments
1. Any questions or comments relating to the website or any of the documents or policies contained on the website maybe directed to support@openstrategies.com.
2. OSL requests that you do not send any unsolicited ideas or material, whether these concern advertising, promotional campaigns, or any material concerning products and technologies, including samples. If you choose to do this please be advised that OSL will consider any unsolicited materials or ideas to be non-confidential and non-proprietary. The purpose of this policy is to prevent potential misunderstandings or disputes that may arise if a product or marketing strategy released by OSL appears similar to some idea submitted to OSL.