Terms of Service

1. Definitions

In these Terms of Service:

“Agreement” means these Terms of Service as may be varied by us from time to time.

“Business Days” means a day (other than a Saturday, Sunday, Public Holiday or any day after 22 December or before 10 January in any year) on which major banks are open for business in Auckland, New Zealand.

“Confidential Information” includes the content, information, data and source code in relation to the Service and the Website and any information relating to our business or financial affairs, trade secrets, specialised know‐how or practices or our clients or customers. It does not include any information which is already in the public domain at the time it is disclosed to you, or becomes available to the public domain other than via breach of this Agreement, or was received by a third party who had the legal right to disclose the information, or was already in the recipient’s possession prior to being disclosed to the recipient by you.

“Data” means any data or information entered or uploaded to the Website by you or otherwise entered or uploaded with your express authority or using your username and password.

“Intellectual Property Rights” means any patent, trademark, service mark, copyright, moral right, design, know‐how and any other intellectual or industrial property rights anywhere in the world whether or not registered.

“Privacy Policy” means our privacy policy contained on the Website.

“Service” means any services made available to you through the Website, including but not limited to our online workshops, downloadable worksheets and related education tools and includes any modifications, improvements or upgrades to such services.

“Service Fees” means the fees payable by you as contained on the Website’s pricing page.

“Software” means any and all software that is available through the Website or otherwise provided by us, including mobile applications.

“We”, “us” and “our” shall mean Nanogirl Labs and any of our agents or employees.

“Website” means https://www.nanogirl.co

“You” and “your” shall mean the person or entity accessing the Website and using the Service.

2. Acceptance

By using the Service or browsing or using any part of the Website, you accept and agree to be bound by this Agreement together with our Privacy Policy and any other operating rules, policies or procedures published on the Website by us.
If you are under the age of 18, you must only use the Website and the Service with parental or caregiver consent, provided that your parent or legal guardian is over the age of 18 and has accepted the terms of this Agreement on your behalf.
If you do not agree to the terms of this Agreement, you are not permitted to use the Service or the Website and must cease using both immediately.
We may vary this Agreement in any manner and at any time and will notify you of any amendments to the Agreement by uploading the amended terms to the Website. By continuing to use the Website after any such amendment, you are deemed to have agreed to the amendments to the Agreement.
No variation, modification or substitution for this Agreement is binding on us unless specifically accepted by us in writing.

3. Use of the Service

In consideration of you agreeing to the terms set out in this Agreement, we grant you a non‐transferable and non‐exclusive right to access and use the Service through the Website.
We will use our reasonable endeavours to ensure that the Service and the Website remain available to you.
You are responsible for using the Service over a quality internet connection.
Notwithstanding clause 3.2, to the maximum extent permitted by law, we accept no responsibility whatsoever for any loss arising due to unavailability of the Service or the Website and we reserve the right to discontinue the supply of all or any of the Service or restrict your access to parts or all of the Service.

4. Your Obligations

You will use the Service only for the purpose for which it was made available to you and in accordance with any instructions provided by us.
You must ensure that all passwords required to access the Service are kept secure and confidential by you. You must immediately notify us if you become aware of any unauthorised use of your password or any other breach of security and you agree to be responsible for any act or omission of any person who accesses the Website or uses the Service using your username and password.
You must not:
1. In any way infringe upon, adapt, alter, modify, revise, copy, create derivative works from, reverse engineer, decompile or profit from the Service or any part of it;
2. In any way interfere, attempt to interfere or cause or permit interference with the Service or its normal operation;
3. Use the Service to violate any laws or regulations of any kind;
4. Send us or enter into or upload onto the Website anything which infringes the rights of others or which contains a virus, malware or other harmful item or which is unlawful, indecent, threatening or offensive or which could in any way create any liability on or loss to us or to our other customers and users;
5. Undermine, or attempt to undermine, the security or integrity of our systems or networks, or where the Service is hosted by a third party, that third party’s computing systems and networks;
6. Attempt to gain access to any materials other than those which you have been given express permission to access by us;
7. Use the Service to facilitate any type of gambling or gaming; and
8. Use the Service to impersonate any third party.
9. If you are allowed to download or use any Software or other resource in connection with the Service, we grant you a personal, non‐transferable, revocable, non‐exclusive licence to use the Software solely for your internal use in connection with the Service and only in accordance with this Agreement and any other written instructions issued to you by us. The Software will be deemed to be part of the Service.

5. Modifications and Upgrades

We may from time to time modify, substitute or upgrade the Service. We are under no obligation, however, to provide any modification, substitution or upgrade of the Service.
You do not have any right to claim losses or damages from us for any modification or upgrade of the Service

6. Intellectual Property Rights

All Intellectual Property Rights in the Service, any modification or upgrade of the Service, and any other works provided in any form whatsoever to you by us or accessible to you because of your entry into this Agreement are and remain in our ownership or the ownership of such other party as validly had, prior to this Agreement, ownership of the same.
You acknowledge no Intellectual Property Rights in the Service or the Website will pass to you and agree that you shall not contest or challenge the ownership of the Intellectual Property Rights in the Service or the Website.
Content from the Website may not be copied, reproduced, distributed, modified, published, uploaded, posted or transmitted in any way without our prior written consent.
Modification, distribution, or use of the content contained in the Website for any purposes other than for your personal use directly violates our Intellectual Property Rights. The content contained within the Website and the Service is copyrighted and protected by world-wide copyright laws and treaty provisions (even if it is not stated to be so protected) and is provided for lawful purposes only.

7. Data

Title to, and all Intellectual Property Rights in, the Data remain your property, and you may request a copy of your data from within the application at any time.
You grant to us a perpetual worldwide licence to use, copy, transmit, store, sub-licence and backup the Data for the purposes of enabling you to access and use the Service and for third parties to access your Data where permitted to do so under this Agreement and our Privacy Policy.
You warrant that:
1. You have the right to grant us the licence under clause 8.2;
2. Your Data does not infringe or conflict with the rights of third parties;
3. Your Data is true and correct; and
4. You are authorised to enter or upload your Data to the Website.
We may remove your Data at any time if we believe in our sole discretion that it does not comply with this Agreement.
We will use our reasonable endeavours to ensure the security of the Data. Regardless of the security measures taken by us, no data transmission over the internet and no security software or other security feature can be guaranteed as totally secure.
You acknowledge that:
1. You understand clause 8.5; and
2. Subject to using our reasonable endeavours pursuant to clause 8.5, we do not undertake, warrant or certify the security of the Data, Service, Website or our computer system or of any information transmitted by either party or held by us and similarly do not warrant that our computer system or any electronic communication from us to you is free of viruses or other harmful content; and
3. We will not be liable for any loss caused by any unauthorised access to, use of, interference with or damage to the Data or your computer system arising from your use of the Service.
You acknowledge that the Service may utilise third party applications. Such third party applications:
1. Are able to be used by you for the purposes of this Agreement;
2. Will be subject to the terms and conditions of this Agreement and the third party’s end user terms and conditions; and
3. Are only licensed to you for use with the Service.
If third party applications are used in conjunction with the Service, you acknowledge that we may allow the providers of those third party applications to access the Data as required for the operation of their application. To the maximum extent permitted by law, we shall not be liable for any disclosure, modification or deletion of the Data resulting from any access by third party application providers.
We, or third parties authorised by us, may use your Data to compile statistical and analytical reports on the use of the Service by all of our customers, which may be disclosed to third parties, provided that such reports do not identify individual users.

8. Customer Warranty and Indemnity

You warrant to us that:
1. You have full authority to use the Website and the Service and enter into this Agreement; and
2. All information you submit to us through the Website or in connection with the Service is accurate and truthful.
You indemnify us and our directors, agents and employees against any and all actions, proceedings, losses, damages, liabilities, claims, costs and expenses including fines, penalties, legal (on a solicitor to own client basis), debt collection and other professional costs on a full indemnity basis that we or any of our directors, agents or employees incurs or suffers as a direct or indirect result of any breach by you of this Agreement and/or your use or misuse of the Service or the Website.

9. Limitation of Liability

Except as provided in the Consumer Guarantees Act 1993 (if applicable) and under this Agreement, we shall not be liable for:
Any loss of any kind whatsoever suffered by you arising under or in connection with this Agreement, the Website or the Service or in contract, tort (including negligence) or otherwise including without limitation any loss, costs, damages, expenses of any kind and any indirect, special or consequential loss or damage of any kind whatsoever including, without limitation, loss of revenue, loss of profits, loss of any contract, failure to realise expected profits or savings and any other commercial or economic loss of any kind that may be suffered by you;
Any damages, losses or liabilities that result from the use of, or inability to use, the Website or the Service, including, but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus or line failure or any special or consequential damages that result from the use of, or the inability to use, the Website or the Service; and
Any direct, indirect, incidental, special or consequential damages incurred by any third party arising from any access to, reliance on, or use of the Service or the Website.
Our liability arising out of any claim by you under or in relation to this Agreement, the Website, the Service or otherwise shall not in any event exceed the price paid by you for the Service giving rise to the claim or $100, whichever is the lesser amount.
This clause 10 shall survive the termination or expiry of this Agreement.

10. Warranties and Exclusions

You acknowledge and agree that:
1. Where you use the Service or the Website for a particular purpose, it is your sole responsibility to ensure that the Service or the Website will be suitable for your purpose, and we will have no liability whatsoever in the event that the Website or the Service are not fit for your purpose;
2. The information provided on the Website and in the Service, including any suggestions, advice or recommendations made by us is of a general nature only and is for educational purposes. We do not guarantee the success of every part of the Service for every user.
3. We make no warranties or representations about the accuracy or completeness of the Website or the Service and the content or the content of any website "hypertext linked" to or from the Website is provided on an “as is” basis;
4. None of our agents or representatives are authorised to make any representations, statements, warranties, conditions or agreements not expressly specified in the Agreement and you agree that we are not in any way bound by any such representations, statements, warranties, conditions or agreements;
5. So far as the law permits, all conditions and warranties on our part which might be implied in relation to this Agreement, the Service or the Website are excluded;
6. Except as provided in the Consumer Guarantees Act 1993 (if applicable) or as expressly provided for under this Agreement, all other descriptions, representations or conditions as to the fitness or suitability of the Service for any purpose, are expressly excluded; and
7. Where you are in trade and acquire the Service in trade, then you agree to contract out of the provisions of the Consumer Guarantees Act 1993 and accordingly the provisions of the Consumer Guarantees Act 1993 do not apply; Except to the extent permitted by law, nothing in the Agreement is intended to have the effect of contracting out of provisions of the Consumer Guarantees Act 1993 in respect of a customer that is a consumer (as that term is defined in the Consumer Guarantees Act 1993) where that customer is not in trade and these Terms are amended to the extent necessary to give effect to that intention. In this clause (g), “in trade” has the meaning given to it in the Consumer Guarantees Act 1993.
This clause 11 shall survive the termination or expiry of this Agreement.

11. Third Party Sites

Our Website or the Service may contain links to third party websites that are not owned or controlled by us.
We will not be responsible or liable for the accuracy, copyright compliance, legality or contents of any material contained on any third party website that may be accessed through the Website or the Service or will not be liable for any loss or damage that may arise out of your use or access of any third party website.

12. Confidentiality

You agree that any Confidential Information received by you under this Agreement shall remain confidential between the parties and shall be used only for the purposes of this Agreement.
Any Confidential Information received by you under this Agreement shall not be disclosed to any third party for any reason other than is necessary to fulfil your obligations under this Agreement and otherwise as may be required by law.
This clause 12 shall survive the termination or expiry of this Agreement.

13. Privacy and Use of Personal Information

In connection with the use of the Website and the Service, you will be subject to our Privacy Policy. You acknowledge that you have read and accept our Privacy Policy.

14. Termination

We may terminate your use of the Service and this Agreement at any time for any reason by giving you 5 Business Days’ notice in writing.
You agree that all of your obligations in this Agreement are essential terms.
This Agreement and your use of the Service may be suspended or terminated immediately by us if:
1. You breach any of your obligations under this Agreement; or
2. You do or permit anything that causes significant and material harm to the Service or our reputation and goodwill.
You agree that you will have no right to claim any loss or damages from us following the termination of this Agreement or the suspension of your use of the Service.

15. Refunds

Service Fees are not refundable. If you are not satisfied with our Service please email info@nanogirllabs.com and we will assess the situation on a case by case basis.

16. Local Laws

The Website and the Service is controlled and operated by us from New Zealand. We make no representation or warranty that the Websites content or the Service comply with any laws, rules, regulations, procedures codes or governmental directives outside of the jurisdiction of New Zealand.
If you access the Website from outside of New Zealand, you are solely responsible for compliance with applicable local laws and agree to indemnify us absolutely in respect of any liability arising for us as a result of your noncompliance with any laws, rules, regulations, procedures codes or governmental directives outside of the jurisdiction of New Zealand.

17. Dispute Resolution

If any dispute arises in connection with this Agreement, the parties shall within 5 Business Days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation. To initiate the mediation a party must give notice in writing ("ADR notice") to the other party to the dispute requesting mediation. The mediation will start not later than 20 Business Days after the date of the ADR notice.
No party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation.
Nothing in this clause will prevent a party from obtaining urgent interlocutory relief in respect of a breach or suspected breach of this Agreement.

18. General

We will not be liable for any failure to fulfil our obligations under this Agreement to the extent that such failure arises from any cause reasonably beyond our control (including any failure by us to provide the Service through the Website otherwise than in connection with any act or omission by us, strikes, lockouts, riots, acts of war, epidemics, governmental interference, fire, communication line failures, equipment failures, power failures or earthquakes or other natural disasters).
The termination, revocation, expiry or repudiation of this Agreement shall not in any way restrict any right to relief or damages to which we may be entitled under this Agreement.
Your rights under this Agreement are personal to you and you shall not assign, convey, subcontract, sub-licence or delegate any of your rights, duties or obligations under this Agreement without our express prior written consent.
We may in our sole discretion assign or novate all or any of our rights, duties and obligations under this Agreement without your consent. You will, if so required by us, execute all documentation necessary to give full effect to any such assignment or novation.
This Agreement shall be governed by and construed in accordance with the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand Courts.
Except where otherwise agreed in writing, this Agreement, together with our Privacy Policy and any other operating rules, policies or procedures published on the Website by us sets out the entire agreement and understanding between the parties in relation to the subject matter of this Agreement and merges all prior discussions between us and neither party will be bound by any conditions, warranties or representations regarding the subject matter of this Agreement other than as expressly provided in this Agreement.
Notices in writing must be addressed to the other party and delivered by hand or by email.
Any waiver or failure to execute any rights by us shall not be deemed to be a waiver of any further or other right we may have. No waiver is effective unless it is in writing.
The headings to the clauses of this Agreement are for ease of reference only and will not affect the interpretation or construction of this Agreement.
Each and every covenant, obligation or restriction in this Agreement and each part of them is deemed a severable and independent covenant, obligation and restriction. In the event of the invalidity of any covenant, obligation and restriction of this Agreement such invalidity will not affect the enforceability of any other covenant, obligation and restriction of this Agreement.