A. The terms of this Licence Agreement (including this preamble) (" Licence ") govern Your use of any BigMouth Voices' Template Agreements (the " Template Agreement "), available for download from https://www.bigmouthvoices.com/ (" the Platform ").
B. This Licence forms a binding contractual agreement between You, the user of the Template Agreement (" You ") and Us, the owner and licensor (BigMouth Limited, NZBN: 9429031194990, referred herein as “ BigMouth Voices ” or " Us " or " We "), referred to collectively as “ the Parties ”. It applies whenever You or any person accesses or uses the Template Agreement.
C. By clicking "I agree", and/or downloading the Template Agreement, and/or using the Template Agreement in any way, You hereby acknowledge and agree that You have had sufficient chance to read and understand the Licence and to seek legal advice prior to execution, and that You fully understand and unconditionally agree to be legally bound by all the terms of this Licence. Where Your access or use is on behalf of another person, You agree that You are authorised to agree (and do agree) to the terms of this Licence on their behalf, and that in doing so that person is bound.
D. If You do not agree to the Licence, You are not permitted to use the Template Agreement, and must immediately cease any use.
E. For these reasons, the terms of this Licence are important and You should ensure that You read them carefully and contact Us with any questions before You use the Template Agreement. You can contact Us via [email protected]
1.1. Purpose: The Template Agreement is intended for use only for the "Purpose" defined in the Template Agreement, and only in accordance with these terms.
1.2. There is no charge for use of the Template Agreement strictly in accordance with the terms of this Licence.
1.3. Non-exclusive licence: Provided You use the Template Agreement strictly in accordance with the Purpose and all other terms of this Licence, then BigMouth Voices grants You a limited non-exclusive, worldwide, non-transferable licence to use the Template Agreement strictly for that Purpose and in accordance with these terms. Subject to which, You may:
1.4. You may not use or copy or exploit the Template Agreement for any other purpose. That includes but is not limited to:
2.1. As between You and Us, BigMouth Voices retains sole, absolute, and exclusive right, title, interest, and ownership (including copyright) over the Template Agreement. You agree that any feedback, ideas, improvements, modifications, or suggestions You provide to Us about the Template Agreement, and anything created as a result of that, are owned exclusively by Us.
3.1. You acknowledge and agree that:
3.2. BigMouth Voices shall not be liable to You in consequence of any subclause or part of this clause 3 (including but not limited to for any loss of opportunity or loss of data).
4.1. Guidance only : This Template Agreement and the user notes therein are provided for guidance purposes only. You are welcome to use and modify the Template Agreement in accordance with the Terms of this Licence, however, because it is a template it will not automatically cater for every situation. In most cases it will require modification to Your circumstances and project or production. It is not intended to replace the need for professional advice, and BigMouth Voices recommends You obtain the help of a qualified lawyer or legal advisor to complete it, and to ensure that Your use is appropriate for Your situation and project or production.
4.2. You agree that by making the Template Agreement available to You We are not providing You with legal services, or forming a solicitor-client relationship.
4.3. You acknowledge that the Template Agreement is based on New Zealand law and intended for project or productions based here. We make no representation that it complies with laws outside of New Zealand.
4.4. You acknowledge that You are acquiring the Template Agreement as a person in business or trade, not as a consumer, and that therefore (to the maximum extent permissible at law) the Consumer Guarantees Act 1993 has no application to this Licence or to the supply of the Template Agreement. The Parties agree that it is fair and reasonable that the Parties are bound by this Licence and in particular this clause 3.4.
5.1. Use of the Template Agreement is at Your own risk. You are responsible for ensuring any legal compliance and that Your use of the Template Agreement is lawful.
5.2. To the fullest extent permitted by law, You agree and acknowledge that We are not liable or responsible to You or any other person for:
5.3. Any implied conditions or warranties are excluded (including any under Part 3 subparts 1-6 of the Contracts and Commercial Act 2017, and any other condition or warranty implied by legislation or rule of law). To the extent they cannot be excluded, You agree that liability is limited to either (at our election) $10(NZD) or resupplying the Template Agreement to You.
5.4. The exclusions in this clause or elsewhere in this Licence apply regardless of whether the liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
5.5. You indemnify Us against any/all loss We suffer or incur as a direct or indirect result of:
Subparas a. and b. shall extend to any failure of or use by any person who accesses and uses the Template Agreement under Your direction, authority, or control.
5.6. In subclause 5.5 the term "loss" may include loss of profits, savings, revenue or data, and any other claim, damage, loss, judgment, settlement, liability and cost, including legal costs on a solicitor and own client basis, and including any tax or interest in respect of the same.
6.1. Any breach or anticipated breach of these terms, including any use or anticipated use of the Template Agreement for any purpose not strictly permitted by these Terms, is expressly prohibited, and constitutes a serious breach of this Licence and a breach of copyright.
6.2. Unless otherwise agreed by BigMouth Voices, Your rights under this Licence shall terminate immediately upon breach.
6.3. Remedies : You acknowledge that notwithstanding that the Template Agreement is made available without charge, a breach may cause Us loss. You acknowledge that such loss may include harm for which monetary damages would be an inadequate remedy, in which case You agree that We shall be entitled at our discretion to seek injunctive or other equitable relief. Nothing in this Agreement will limit Our rights to seek such injunctive or equitable relief, and the granting of such relief shall not limit or waive Our other rights in law or equity.
7.1. Without prejudice to any other right or remedy available to Us, if We consider that You have breached these Terms or We otherwise consider it appropriate (in Our sole discretion), We may immediately, and without notice, suspend or terminate Your access to and use of the Template Agreement.
7.2. On suspension or termination, You must immediately cease using the Template Agreement and must not attempt to gain further access.
7.3. Without prejudice : expiry or termination is without prejudice to the rights and obligations of the Parties immediately before termination.
7.4. Survival : Any clauses, rights, or obligations hereunder that are reasonably expected to survive shall survive the expiry or termination of this Licence to the fullest extent permissible by law, and continue in force and effect notwithstanding any expiry or termination. Without limiting the former, the Parties acknowledge and agree that the following clauses survive expiry or termination: clauses 1 (permitted uses), 2 (ownership), 3 (changes), 4 (disclaimers), 5 (liability), 6 (breach), 7 (termination), 8 (privacy), and 9 (General).
8.1. BigMouth Voices may collect limited personal information from You in the course of Your use of the Platform, or to make the Template Agreement available to You or Your project or production, or in other professional interactions. You acknowledge and agree that BigMouth Voices’ Privacy Policy (available on the Platform) applies to all personal information collected.
9.1. Notices: If We need to contact You in connection with this Licence or the Template Agreement, We may do so by email or by posting a notice on the Platform. You agree that this satisfies all legal requirements in relation to written communications.
9.2. Applicable Law: These terms are governed by and must be interpreted in accordance with the laws of New Zealand.
9.3. Disputes: Any dispute arising out of or connected to these terms, or the Template Agreement, are subject to the dispute resolution procedures set out in our General Terms of Service (available on the Platform), and the Parties agree to be bound by those terms which are incorporated here by reference.
9.4. No implied waiver: For Us to waive a right under the terms of this Licence, the waiver must be in writing. Any such written waiver of any breach or failure etc shall not be implied to waive any other breach, failure, right or remedy. Each right and/or remedy in this Licence is cumulative, such that no exercise or written waiver of one shall be deemed to exclude or waive any other existing in this Licence, or otherwise available at law or equity.
9.5. Partial Invalidity: If any part of this Agreement is found to be invalid for any reason, the remainder of this Agreement will continue in full force and effect as if the invalid clause had been deleted prior to execution. Furthermore, for any clause held to be invalid, the Parties will be permitted to negotiate a valid replacement provision. Failing agreement on a replacement, it shall be deemed modified to the extent necessary to remedy the illegality, unenforceability, or invalidity.
9.6. Entire Agreement: This Licence represents the entire agreement between the Parties regarding the Template Agreement, and supersedes any oral or written agreement made prior to or otherwise not set forth in this Licence. You have not relied on any representation, warranty or agreement relating to the subject matter of the Licence or the Template Agreement that is not expressly set out herein, and no such representation, warranty or agreement has any effect from the date You agreed to this Licence. Without limiting the previous sentence, the Parties agree to contract out of sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986.