KnowledgeNET Terms and Conditions

Terms & Conditions of KnowledgeNET Software & Services Agreement (“the Agreement”)

INTERPRETATION

1. KN Services (“the Services”)
   Incorporates software and databases to allow functionality of the KnowledgeNET environment and includes, from time to time, updates and enhancements. Incorporates the services by which the KnowledgeNET software is made available to users including the hosting, the provision of data storage and the transfer mechanisms, along with the necessary support services.

2. Setup Services (“Setup”)

Provides for first-time setup of “the Users” data and setup of “KnowledgeNET Services” so that “the User” can commence the use of “the Services.”

3. Training (“Training”)

Training by way of Watchdog provided online video tutorials. Does not include training by any other way unless separately agreed to “in writing” by “the Parties”.

4. Intellectual Property Rights

Includes any patent, trademark, service mark, copyright, moral rights, right in a design, know-how, confidential information and any other intellectual or industrial property rights whether registered or not that are held or owned by “the Provider” or any subsidiary of “the Provider”. Any reference to “Intellectual Property Rights” in “the Agreement” refer to these “Intellectual Property Rights” owned or held by “the Provider” or any subsidiary of “the Provider”.

5. Goods & Services Tax (GST)

Goods & services tax payable under the Goods & Services Tax Act 1985.

6. The Provider

Being Watchdog Corporation Ltd, any subsidiary of Watchdog Corporation Ltd, and any “authorised Providers” providing KN Services, Setup Services and Training to facilitate the use of KN Services.

7. School (“the User”)

Being the properly authorised user, under the “KnowledgeNET Software & Services Agreement”, of the “KN Services”.

8. Written Notice

Notice given by way of post, email or facsimile.

9. Authorised Providers

Those persons, organisations or entities expressly authorised by “the Provider” to provide “the Services”, “Setup” Services or “Training” to “the User”.

10. “KnowledgeNET”

KnowledgeNET is a registered trade name belonging to Dataview Ltd. Dataview Ltd is a wholly owned subsidiary of Watchdog Corporation Ltd.

11. The Parties

Being “the Provider” and “the User”.

TERMS & CONDITIONS

1. Software Licence

Subject to the terms and conditions of “the Agreement” “the Provider” grants “the User” the non-exclusive, non-transferable licence to use KN Services for “the Users” own business use.

2. “The Providers” Rights and Duties

1. Modifications:

“the Provider” will make modifications and updates from time to time to KN Services to ensure that they comply with any applicable legislation and to increase the functionality of KN Services. Such modifications and updates shall be made available at no additional chargeunless agreed otherwise in writing by “the Parties”.

2. Support:

“the Provider” will provide email and telephone support for the use of KN Services during normal business hours, these being 8.30am to 5pm, Monday to Friday excluding public holidays.

3. Backup:

“the Provider” shall ensure that “the Users” data and files held on “the Providers” servers hosted by “the Provider” are backed-up every 24 hours. Backup will be kept for 7 days, with one weekly backup being kept for 4 weeks and one monthly backup being kept for 12 months.  At the request of “the User”, “the Provider” will restore any of the available back-ups for “the User” during the hours detailed under clause 2b. Any request made by “the User’ for data to be restored may be charged at Watchdogs standard hourly rate.

4. Hosting Space:

“the Provider” will provide between up to 10 Gigabytes of storage space dependant on “the Users” requirements. “The Provider” will provide between up to 10 Gigabytes of traffic per month to access KnowledgeNET Services, dependant on “the Users” requirements. Increased storage and bandwidth requirements may incur additional charges.

5. Pricing;

“the Provider” reserves the right to alter the pricing for its goods and services from time to time. “The Provider” shall give 30 days notice of any such change.

6. Provision of Service:

“the Provider will take all reasonable steps to provide “Setup”, “Training” and “the Services” to a level that enables “the User” to use those services in the way that “the Provider” intended.

7. Breach of Contract:

“the Provider” reserves the exclusive right to terminate “the Services” where “the Provider” has reasonable grounds to believe that “the User” has breached any clauses in “the Agreement”.

8. Termination of Contract:

“The Provider” shall give “the User” written notice of intention to terminate or suspend “the Services”. “The User” shall have 14 business days (exclusive of date note) to provide written notice to “the Provider” of reason not to to terminate or suspend “the Services” or to provide acceptable remedy for any such breach. “The Provider” will, within 3 days of receipt of said notification by “the User” or 3 days after the expiration of the 14 days notice given, whichever amount of time is shorter, give notice to “the User” that it shall terminate “the Agreement” no earlier than 7 days from date of notice to terminate “the Agreement”.

“The Provider” is expressly authorised to terminate “the Agreement” on whatsoever grounds it see fit. “The Provider shall give 14 business days notice for termination of “the Agreement”.  It is the sole discretion of “the Provider” as to whether it shall exercise its rights to terminate “the Agreement”.

9. Obligations on Termination of Agreement:

All obligations of “the Provider” shall cease forthwith on termination of “the Agreement”.

10. Warranty Disclaimer:

Notwithstanding clause 2f above, “the Provider” has no fiduciary relationship with “the User”. The User releases “the Provider” from all liability in the implementation of “Setup”, “Training”, and “the Services” and the ongoing use derived from the referred. “The Provider” makes no representations or warranties concerning the operational use, consequential loss or level of service as a result of the implementation of “Setup”, “Training” or provision of “the Services”

“The Provider” gives no warranty as to the merchantability or fitness of “the Services”. Furthermore, “the Provider” gives no warranties as to Internet connectivity.

11. Limitations of Liability:

“The Provider”, nor “Authorised Provider”, will have no liability to “the User” nor to any person, organisation or entity that “the User” permits to use “the Services”.

Notwithstanding anything in “the Agreement” to the contrary, “the User”, nor any person, organisation or entity will not be liable under law of tort, contract or otherwise for any loss of profits nor any direct or indirect or consequential loss or damages arising out of or in connection with “the Agreement”. Furthermore “the Provider” does not guarantee nor accepts liability for reduction of service, cessation of service, temporary or permanent loss of service, loss of data that is in anyway connected to “Setup”, “Training” or “the Services”.

“The Provider” accepts no liability should it not be able to perform its obligations under “the Agreement”.

Notwithstanding any other clause in “the Agreement”, “the Providers” liability arising out of any successful claim made against it by “the User” or any party associated with “the User” shall not exceed the total amounts of charges liable by “the User” to “the Provider” under “the Agreement”.

3. “The Users” Rights and Duties

1. “the User” agrees:

1. not to copy (other than for permitted use of the KN Services), reproduce, translate, adapt, vary or modify KN Services;
2. not to recompile, disassemble or reverse-engineer KN Services, except to the extent permitted by law;
3. not to transfer, sub-licence,rent or distribute KN Services to any third party;
4. to ensure that it abides by the terms of “the Agreement”.

2. Furthermore, “the User” agrees not to:

1. post any illegal, defamatory or objectionable or sexually explicit material on to KN Services or the Internet;
2. initiate, undertake or aid any hack, virus,Trojan, “Denial-of- Service” attack or other malicious activity against any person, institution, entity or organisation;
3. initiate any unsolicited mail or “spam” mail to any person, institution, entity or organisation;
4. attempt to nor to undermine the security or integrity of KN Services or “the Providers” computer systems networks or hardware.

3. Etiquette:

“the User” agrees that it is their responsibility to ensure that it complies with all Internet etiquette standards and by all applicable legislation.

4. Warranty:

“the User” warrants, represents and agrees not to contribute any content or otherwise use the “the Services” in a manner that:

1. infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or any other rights that are held by “the User” or any third parties;
2. violates any law, statute, ordinance or regulation;
3. is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
4. jeopardises the operability of “the Service” in any way, including making available “the Services” to persons, institutions and entities not party to “the Agreement”.

5. Payment of Services:

“The User” agrees to the charges and payment terms as stated in the “KnowledgeNET Software & Service Agreement”.  “The Provider” reserves the right to make amendments to the charges and payments terms and will give “the User” one month’s notice as to any change.  Any collection costs incurred by “the Provider” in the recovery of overdue amounts owed by “the User to “the Provider” shall be deemed to be owed by “the User” to “the Provider”.

6. Approved Persons:

“The “User” shall only use an “Authorised Provider” for the purposes of any “Setup”, “Training”, implementation or provision of “KN Services” or any other products and services made available

by “the Provider” to “the User”.

7. Obligations on Termination of Agreement::

The obligations of “the User” in regards to this contract will survive termination of “the Agreement” other than clause 3e (“Payment of Services”).”The User” shall cease to have any further rights under “the Agreement” on termination of “the Agreement”.

8. Termination of Agreement:

“The User” is able to terminate “the Agreement” by giving 30 days “written notice” to “the Provider”. Effective cancellation notification date shall be the 20th of month immediately succeeding the date notice is received by “the Provider”. The 30 days notice shall be that 20th day of the month referred to above until the next succeeding 20th of the month. “The User” shall be liable for charges under this contract during the 30 days notice period.

9. Indemnities:

“The User” will indemnify “the Provider” and the “Authorised Providers” against all costs (including costs of enforcement of “the Providers” rights under “the Agreement”), expenses, liabilities (including any taxation liability), injury, losses, damages, claims, demands, legal costs (on a full indemnity basis) and judgements which “the Provider” may incur as a consequence of a direct or indirect breach or negligent performance failure of performance, or part failure of performance by “the Provider” and the “Authorised Providers”.

4. General

1. Intellectual Property Rights

1. Ownership:

“The User” acknowledges that any and all of the trade marks, trade names, copyrights, patents, proprietary rights and other Intellectual Property Rights used or embodied in or in connection with “the Services” are and remain the sole property of “the Provider” and, where relevant, “the Providers” associates and subsidiaries.

2. Transfer of Ownership:

Nothing contained in “the Agreement” gives or is to be construed as giving “the User” any interest in any “Intellectual Property Rights”.

3. Enhancements, Modifications and Customisation:

“The User” acknowledges that all “Intellectual Property Rights” and any enhancements to, modifications or customisation of “the Services” (whether or not such enhancements, modifications or customisation is recommended or created by “the User”) belong in ownership with “the Provider” and “the User” shall not contest ownership. Furthermore, “the User” assigns, transfers and confers ownership and copyright of any enhancements, modifications or customisations made by “the User” to “the Provider” in perpetuity.  “The User” will do everything necessary to ensure that such assignment, transfer and conferment shall take place.

4. Dispute of Ownership:

“The User” agrees that at no time during the term of “the Agreement” nor at any time after the expiry of “the Agreement” to question or dispute ownership of all “Intellectual Property Rights” nor any enhancements, modifications or customisations as mentioned aforesaid.

5. Infringement:

“The User” shall advise “the Provider” immediately on it becoming aware of any actual, suspected or threatened infringement of any “Intellectual Property Rights” under “the Agreement” and shall co-operate fully in the maintenance and any prosecution taken by “the Provider” against any third party.

2. Confidential Information

1. Ownership:

All information, data, drawings, specifications, documentation, software listing, source or object codes that “the Provider” may have given or disclosed to, or may from time to time give to or disclose to, “the User” is proprietary, secret and confidential to “the Provider”.

2. Third Parties:

“The User” agrees with “the Provider” that it will use such materials mentioned aforesaid solely in accordance with the provisions of “the Agreement” and that it will not at any time disclose those materials whether directly or indirectly to any third party without the prior written consent of “the User”.

3. Perpetuity

The obligations of “the User” in regards to Confidential Information shall survive termination of “the Agreement”.

3. Agreement between the Parties

This Agreement contains the entire agreement between “the Parties” and supersedes all prior agreements and/or understandings and any other communications relating to the provision of “the Services”.

4. Legal Jurisdiction

It is agreed between “the Parties” that “the Agreement” is subject to the laws of New Zealand only and that any legal rights and remedies available to “the Parties” shall be interpreted and determined by the Courts of New Zealand.