TERMS AND CONDITIONS
Last updated 21/01/2021
Unless otherwise stated, the Company’s quotes shall include GST, and any other applicable taxes.
For SQLDBA.ORG’s products and services at https://www.sqldba.org, all sales are final.
AGREEMENT TO TERMS
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
CONSUMER GUARANTEES ACT (“CGA”), NEW ZEALAND
It is a condition of sale that the Consumer Guarantees Act 1993 will not apply to any goods acquired for business purposes. The Customer acknowledges that all SQLDBA.ORG’s software, services and products under this agreement are provided for business purposes and agrees that the Consumer Guarantees Act does not apply to their supply by SQLDBA.ORG or acquisition by the Customer under this agreement.
Where the Customer is providing the SQLDBA.ORG’s software, services or products (as applicable) to: (a) A consumer acquiring them for business purposes ( as that term is defined in the Consumer Guarantees Act, 1993 (“Business Purpose”); or (b) A person who may, whether directly or indirectly, on-sell the Company’s software, services or products to a consumer acquiring them for Business Purposes;
It must be a term of the Customer contract with that person that either the Consumer Guarantees Act, 1993 (“CGA”) does not apply in respect of the SQLDBA.ORG’s software, services or products (as applicable) or, alternatively, that person will ensure that an agreement is entered into with the end consumer of SQLDBA.ORG’s software, services or products (as applicable ) to the effect that the CGA does not apply in respect of such software, services or products.
Where the Customer does not comply with the provisions of this clause it hereby agrees to indemnify SQLDBA.ORG against any loss the Customer may suffer in consequence of such breach including all solicitor client legal costs and disbursements in defending any action which may be brought against the Company.
Nothing in these terms is intended to have the effect of contracting out of the provisions of the CGA except to the extent permitted by that Act. Where it is mandatory that the CGA applies, these terms are modified to the extent which is necessary to give effect to that intention.
Confidential information means any information relating to SQLDBA.ORG’s business or the technology or design of any good or item associated with any good or service, any information relating to these terms or their subject matter, any information gained by the Customer through its dealing with SQLDBA.ORG that the Customer should reasonably assume is confidential, and any information notified by SQLDBA.ORG to be confidential.
1The Customer acknowledges the confidential nature of and SQLDBA.ORG’s intellectual property rights in, the confidential information and will not use, copy or disclose any confidential information, and the Company will not disclose any confidential information that it receives from the Customer other than:(a) As required by the New Zealand Stock Exchange Listing Rules;(b) In good faith and in proper furtherance of the objects of these terms; and(c) To its legal advisors; or(d) Information already in the public domain
INTELLECTUAL PROPERTY RIGHTS
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
The Materials contains material, information, data and related items which are protected by copyright, patent, trademark, trade secret and other intellectual property laws. Except where such Materials are specifically indicated as belonging to a third party, SQLDBA owns all right, title and interest in and to the Materials and the Site including, without limitation, all intellectual and proprietary rights appurtenant thereto. Except for the limited license granted to you herein, nothing in this Agreement shall be construed to transfer, convey, impair or otherwise adversely affect SQLDBA’s ownership or proprietary rights in such Materials or any other SQLDBA information or materials, tangible or intangible, in any form and in any medium. SQLDBA.ORG® and other trademarks contained in the Materials are trademarks of SQLDBA. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.
This Agreement does not authorize you to use SQLDBA’s name or any of its trademarks.
a. Except as specifically permitted in this Agreement, the Materials and the license herein granted may not be copied, reproduced, republished, uploaded, posted, transmitted, shared, distributed, re-sold, offered for re-sale, assigned, displayed, transferred or sub-licensed or in any other way exploited in whole or in part. No program, code, part, image, audio sample, or text may be copied or used in any way by you except as expressly permitted in this Agreement.
b. Without limiting the foregoing, you may not take any of the following actions with respect to the Site, the Materials and your use thereof:
1. Alter, merge, modify, adapt or translate the Materials, or decompile or reverse engineer the Materials;
2. Use the Materials to develop any product having the same primary function as the Materials, or create any derivative works or other works that are based on or derived from the Materials in whole or in part;
3. Use SQLDBA’s name, logo and graphics file included on, affixed to, imbedded in or otherwise associated with the Materials in any way to promote products developed by you with the use of the Materials;
4. Remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols, labels, or Clips in the Materials.;
5. Use any of the Materials in any manner that may give a false or misleading impression or statement as to SQLDBA or any third party referenced in the Materials;
6. Transmit, install, upload or otherwise transfer any virus, advertisement, communication, or other item or process to the Site that in any way affects the use, enjoyment or service of the Site or the Materials, or adversely affects SQLDBA computers, servers or databases;
7. Capture, download, save, upload, print or otherwise retain Materials available on the Site except as otherwise expressly permitted by this Agreement;
8. Misrepresent your identity or personal information when accessing the site; or permit or provide others access to the Site using your user name and password or the user name and password of another authorized user;
9. Transfer the Materials or other Site content to another person;
10. “Frame,” “mirror,” “in-line link,” or employ similar navigational technology to the Site content;
11. Violate or attempt to violate SQLDBA security mechanisms, access any data or server you are not authorized to access or otherwise breach the security of the Site or corrupt the Site in any way;
12. Engage in any other conduct involving the Site or the Materials which violates the Copyright Act or other laws of New Zealand;
13. Use the Site to violate a third party’s intellectual property or confidentiality rights; or upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights;
14. Advertise or otherwise solicit funds, goods or services on the Site; or
15. Provide any commercial hosting service with access to the Site and/or the Materials.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
USER GENERATED CONTRIBUTIONS
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
TERM AND TERMINATION
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
These Terms shall be governed by and defined following the laws of New Zealand. SQLDBA.ORG and yourself irrevocably consent that the courts of Auckland, New Zealand, shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms and waive any right to plead, claim or allege that Auckland is an inconvenient forum.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR SQLDBA.ORG. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
The Customer agrees that SQLDBA.ORG may refer to the clients name in discussions with other clients. The client agrees that generic non-proprietary information about the clients IT systems makeup may be discussed with other parties including suppliers and other Customers for the means of supporting the client and sharing information between SQLDBA.ORG’s Customers.
No amendment, modification, waiver or discharge of any provision of this Agreement shall be valid unless made in writing and signed by an authorized representative of SQLDBA.ORG. No failure or delay by SQLDBA.ORG to exercise any right or enforce any obligation under this Agreement or otherwise shall impair or be construed as a waiver or on-going waiver of that or any other right or power, unless made in writing and signed by SQLDBA.ORG. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any written notification or document issued by you in relation to the Materials licensed hereunder shall be of no effect. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. SQLDBA.ORG may assign its rights and duties under this Agreement to any party at any time without notice to you. Any rights not expressly granted herein are reserved.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: