pipistock MEMBERSHIP AGREEMENT
Terms and Conditions
By becoming a Member of the pipistock community you will gain full access to the Members’ portions of the website located at www.pipistock.co.nz (the “Site”). The Site is owned and operated by Pipistock Ltd (“pipistock”).
This Membership Agreement (the “Agreement”) is a legally binding agreement between pipistock and you. If you are using this Site on behalf of your Company, your Employer and/or if you are acting within the scope of your employment as an agent of a Third Party then it applies to you, your Company, your Employer, and/or such Third Party if any (collectively “you”, “your” or “Member”). Access and use of the Members’ portions of the Site are provided by pipistock to you on the condition that you accept the terms and conditions of this Membership Agreement. By accessing or using the Members’ portions of the Site and/or by downloading any photographs, images, vectors or other media and any associated keywords, information, titles or other material to or from the Site (collectively the “Content”), you agree to be bound by the terms of this Membership Agreement. Please read this Membership Agreement carefully before you access the Members’ portions of the Site or download any Content from the Site
For the terms and conditions in connection with the use of Content provided on the Site, please refer to the pipistock Content Licence Agreement. The headings in this Membership Agreement are for convenience only and shall not affect interpretation.
1. Age and Responsibility
1.1 You represent and warrant that you are at least 18 years old.
1.2 If you are entering into this Membership Agreement on behalf of your Company, Employer, and/or a Third Party then you warrant that you have full legal capacity and authority to bind such Company, Employer and/or Third Party to the terms of this Membership Agreement.
1.3 You agree to be responsible for all of your use of the Site and for any and all activities that occur under or through the use of your Username and/or Member Account (including without limitation for use of your Username and/or Member Account by minors living with you or by any other persons). You agree to supervise all usage by minors of the Site under your Username and/or Member Account.
2. Registration Data
To become a pipistock Member, access Member services, and download Content you will be required to register as a Member of pipistock and create a Member Account by completing pipistock’s New Member Registration form (“Registration Form”).
2.1 You warrant that:
(a) the information provided on the Registration Form (the “Membership Information”) is complete, current, and accurate;
(b) you will maintain and update the Membership Information as required to keep it complete, current and accurate;
(c) you will keep the Password and Username you select and use in conjunction with your pipistock Member Account secret and confidential;
(d) you accept all responsibility for any and all activities that occur under or through the use of your Username and Member Account and warrant that pipistock may rely on any instructions received under your Username or through your Member Account; and
(e) you will notify pipistock immediately if you believe there has been a breach of security in relation to your Username and/or Password and/or Member Account.
Note: pipistock can reset such passwords but does not have the ability to access the passwords.
2.2 You authorise pipistock to check your credit card details and to verify your identity.
3. Intellectual Property
3.1 All materials on the Site, including but not limited to information, software, photographs, images, keywords, data files, code snippets, and the organisation and presentation of such materials on the Site, (collectively the "Materials"), are the property of pipistock, its licensors and/or other third parties and are protected by intellectual property laws relating to copyrights, tradenames, trademarks, internet domain names, and other proprietary rights.
3.2 The Materials may only be used and copied for your own, non-commercial, personal or educational purposes, provided that the Materials are not modified and that any author attributions, copyright, watermark, proprietary designations or labels, and/or any other intellectual property or legal notices are not removed. You may not create derivative works from or otherwise use, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, sell or otherwise exploit any part or all of the Site or the Materials unless you have entered into a separate written agreement with pipistock (such as a Content Licence Agreement) and then only in accordance with that agreement.
3.3 Without limiting any rights a Member who is an individual and who is not acquiring Content for business purposes might have under the Consumer Guarantees Act 1993, pipistock does not warrant or represent that the Content available for download from the Site does not infringe the copyright or any rights of a third party.
4. Content Use
4.1 You may not remove any copyright, trademark or watermark from any place where it appears on or is embedded in the Content.
4.2 You may not reproduce, publish, transmit, transfer, distribute or sell, modify, create derivative works from, reverse engineer, display or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content is downloaded (such as a Content Licence Agreement).
4.3 You may download Content only in accordance with the terms and conditions of this Membership Agreement and any Content Licence Agreement agreed to for that Content.
5. Download Credits
5.1 Download Credits can be purchased by Members from the Buy Credits purchase page within the Members’ portion of the Site. Download Credits can be purchased online using PayPal, VISA, Mastercard, American Express or Discover Card. The price of Download Credits purchased through the Site will be the price specified on the Site at the time of purchase. Upon presentation of credit card information the Member warrants that the person using the card is entitled to do so and that the billing information provided is accurate. By approving the purchase of Download Credits, you authorise pipistock to charge the designated credit card or PayPal account for the total amount of the purchase.
5.2 The price of Download Credits includes goods and services tax (GST). Download Credits can be used to purchase a Content Licence for Content displayed on the Site..
6. Rules of Conduct
6.1 You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Membership Agreement.
6.2 You agree that you will not publish, post, upload, disseminate or transmit via the Site, including any forum accessed on or through the Site, any message, information, data, files, text, links, software, graphics, pictures, or other materials that:
(a) is reasonably likely to be defamatory, offensive, upsetting, obscene, unsuitable for persons under the age of 18 years or that pipistock may advise that it reasonably considers to be in any way objectionable;
(b) infringes the intellectual property rights of any person;
(c) you know or suspect to be misleading or false;
(d) contains any virus, disabling mechanism or other destructive component; or
(e) otherwise breaches any regulation or law.
6.3 You agree that you will not do any of the following (either directly or indirectly) while using the Site:
(a) abuse, harass, threaten, defame, embarrass, disrespect the privacy or feelings of or cause distress or discomfort upon others;
(b) disrupt an exchange of information or otherwise act in a manner that negatively affects other users;
(c) impersonate any other person or Member;
(d) falsify or delete any author attributions, intellectual property notices, proprietary designations or labels, legal or other proper notices regarding the origin or source of any Materials on the Site;
(e) post, upload or transmit any unsolicited advertising, promotional materials, surveys, contests or any other forms of solicitation unless expressly authorised by pipistock;
(f) breach any relevant regulation or law;
(g) obtain or attempt to gain unauthorised access to any other pipistock Member Accounts, Photographer Accounts, computer systems or networks associated with the Site;
(h) obtain or attempt to obtain any Content, materials or information on the Site through any means not intentionally made available or provided for through the Site;
(i) engage in any conduct that could damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site; or
(j) engage in any other conduct that pipistock advises it considers (in pipistock’s absolute discretion) inappropriate.
7. Management of Content
7.1 While pipistock endeavours to review all Content or communications uploaded to the Site, it is not responsible for the content, quality or consequences of your uploading or downloading such Content or communications.
7.2 Notwithstanding the foregoing, pipistock reserves the right to delete, move, refuse to accept, or edit any communication, Content or other materials from the Site without notice or reason.
7.3 You accept all responsibility for any and all activities that occur under or through the use of your Username and Member Account including all Content or communications uploaded or downloaded via the Site.
8. Right to Variation
8.1 pipistock reserves the right to amend the terms of this Membership Agreement at any time at its sole discretion and you agree to be bound by such amendments. When such changes are made to this Membership Agreement a notice will be published on the Site. Your continued use of the Members’ portions of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement as it may have changed. Your use of the Site will be subject to the most current version posted on the Site at the time of your use.
8.2 pipistock reserve the right to suspend, change or discontinue all or any other aspect of the Site at any time, including the availability of any Content or feature, without prior notice or liability.
9. Term and Termination
This Membership Agreement is effective until terminated as set out below.
9.1 You may terminate this Membership Agreement on two weeks’ notice by emailing firstname.lastname@example.org or by such other means of written notice acceptable to pipistock which enables confirmation of your Member identity and your intention to terminate this Membership Agreement.
9.2 pipistock may on two week’s notice suspend your access to the Members’ portions of the Site, or terminate this Membership Agreement for inactivity. pipistock defines inactivity as failing to access the Members’ portions of the Site for an extended period of time, as reasonably determined by pipistock, but not being less than 12 months.
9.3 pipistock may suspend your access to the Members’ portions of the Site, or terminate this Membership Agreement without prior notice if you breach any of the terms of this Membership Agreement or any other agreement between you and pipistock.
9.4 pipistock reserves the right, in its sole discretion, to restrict your access to the Members’ portions of the Site, or to terminate this Membership Agreement at any time and for any other reason not aforementioned without prior notice or liability.
9.5 Termination of this Membership Agreement shall operate without prejudice to pipistock’s rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.
9.6 Immediately upon termination of this Membership Agreement you agree that all Download Credits remaining in your Member Account will be forfeited. pipistock will not be liable for full or part reimbursement of any unused Download Credits.
9.7 On termination of this Membership Agreement pursuant to clauses 9.2, 9.3 or 9.4, pipistock may also, at its sole discretion, terminate any Content Licence Agreement that you have with pipistock.
You guarantee the full and complete performance of all the terms and conditions of this Membership Agreement. You also agree to indemnify, defend and hold pipistock and its affiliates, and any of their respective directors, officers, employees, shareholders, partners, licensors and agents (collectively the “pipistock Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any pipistock Party in connection with: (i) any use or alleged use of the Site under your Username or Member Account by any person, whether or not authorised by you; (ii) anything resulting from any communication made or Materials uploaded or downloaded to the Site under your Username or Member Account (including damage caused by viruses); or (iii) any breach by you of this Membership Agreement.
11. Disclaimer of Warranties
11.1 The Site and any Content or other materials contained therein are subject to change and are provided “as is”. To the maximum extent permitted by law, pipistock does not make any representation, warranty or condition of any kind (expressed, implied, or statutory) regarding the Site or any Content or other materials contained therein including but not limited to, any implied representations, warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement.
11.2 pipistock does not represent or warrant that the Site, the Content or any other materials contained therein will meet your requirements or that use of the Site will be uninterrupted, secure or error free.
11.3 pipistock does not represent or warrant that the Site, the Content or any other materials available for downloading through the Site will be free of viruses or similar contamination or destructive features.
12. Limitation of Liabilities
12.1 You assume all responsibility and risk for your use of the Site, the Content and the materials contained therein.
12.2 In no event shall pipistock Parties be liable for any special, incidental, consequential, indirect, or punitive damages (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) arising out of or in connection with this Membership Agreement or your use of, reliance upon or access to the Site, the Content, the Materials or any part thereof, or any rights granted to you hereunder (however arising, including negligence).
12.3 Without limiting the generality of the foregoing, the maximum liability of pipistock Parties to you, whether in contract, tort (including negligence) or otherwise, shall be for direct, provable damages in an amount not greater than the value of the Download Credits paid by you to pipistock in respect of the transaction that is the subject of the claim.
12.4 Where the Member is not an individual and/or is using the Site, the Content or the Materials for business purposes the Member agrees that the Consumer Guarantees Act 1993 will not apply. Where the Member is an individual and is not using the Site, the Content or the Materials for business purposes, the Consumer Guarantees Act 1993 will apply. Clauses 11.1 to 11.3 and 12.1 to 12.3 are not intended to limit any rights you may have under the Consumer Guarantees Act that pipistock Parties may not lawfully limit.
14. Laws of New Zealand
The Site is controlled, operated and administered by Pipistock Ltd (“pipistock”) in New Zealand. The Site can be accessed throughout New Zealand and worldwide. As each country has laws that may differ from those of New Zealand, you acknowledge and agree that this Membership Agreement will be governed under the laws of New Zealand. You hereby agree to irrevocably submit to the exclusive jurisdiction of the New Zealand Courts. Any dispute which may arise as to the interpretation of this Membership Agreement or as to any matter arising out of this Membership Agreement will be referred to a single arbitrator in New Zealand if the parties can agree upon one. If the parties cannot agree on the appointment of a single arbitrator within 15 working days, the dispute will be referred to an arbitrator appointed by the President for the time being of the New Zealand Law Society (or his or her nominee). Such arbitration will be conducted in accordance with the Arbitration Act 1996 or any amendment thereof, and the law of New Zealand.
If pipistock is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse pipistock for its legal fees, costs and disbursements if pipistock is successful.
15. General Terms
15.1 pipistock’s failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.
15.2 If any term or condition of this Membership Agreement is found invalid or unenforceable, the remainder of this Membership Agreement will remain valid and enforceable. The invalid or unenforceable term or condition will be modified to the extent necessary to make it valid and enforceable and in such a manner as comes closest to the commercial object of that term or condition.
15.3 This Membership Agreement is personal to you and you may not assign your rights or obligations under this Membership Agreement without pipistock’s prior written consent. pipistock may assign this Membership Agreement without your consent.
Any notice to be given in terms of this Membership Agreement by pipistock to the Member will be by email sent to the last known email address contained in your Membership Information. Any notice to be given in terms of this Membership Agreement by you to pipistock must be made by emailing email@example.com or by such other means of written notice acceptable to pipistock which enables confirmation of your Membership identity and your intention. Any communication by email will be deemed to be received when transmitted to the correct email address of the recipient.
If you have concerns relating to the Site or this Membership Agreement, please contact pipistock at firstname.lastname@example.org
You acknowledge that you have read the terms and conditions of this Membership Agreement, fully understand them, and have had a reasonable opportunity to seek independent advice prior to agreeing to them. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the Members’ portions of the Site. You further agree that this Membership Agreement is the complete and exclusive statement of the agreement between you and pipistock, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and pipistock relating to the subject of this Agreement.
By checking “I Agree to the Membership Agreement” you accept the terms and conditions set forth herein and agree to be bound by these terms and conditions.