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By entering your assigned email and password above and clicking on the 'ok' button, You are agreeing to the following EULA (End User license Agreement) This Agreement sits under the entire agreement between Segna Design and Graphics (2007) Ltd and you concerning the subject matter aforementioned, and it may only be modified by a written amendment signed by an authorised executive of Segna Design and Graphics (2007) Ltd Introduction These terms of use are intended to explain our obligations as a service provider and your obligations as a customer. Please read the following terms carefully as they set out your rights and obligations when you register for, or use the Software and apply to you from the time that Rembrand provides you with access to the Software. We believe the Rembrand Application will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Rembrand Software. Rembrand reserves the right to change these terms at any time, effective upon the posting of modified terms. It is likely the terms of use will change over time. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website. If you do not want to be bound by these terms, you must not register for, or use this service. If you concluded a written contract with us, you will also be bound by these terms. However, to the extent that there is a conflict between the written contract and these terms, the written contract will prevail. Interpretation of these terms "Access Fee" means the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website or provided as an addendum to this End User License Agreement (which may change from time to time on notice to you); "Agreement" means the agreement between us and you that come about by your acceptance of these terms as set out in this document; "Business day" means a day other than a Saturday or a Sunday or a public holiday listed throughout New Zealand; "Charges" means the amounts we charge you for rendering services, including (without limitation) our access fee, template setup fee, application branding fee, technical support fee and any third party charges we incur; "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party; "Content" includes any information, data, text, graphics, templates; "Damages" means all damages of whatever nature and includes (without limitation) all damages, loss, claims or costs, including (without limitation) loss of data, profits or custom, or business foregone whether - in contract, delict or otherwise; direct, indirect, special or consequential; foreseeable or not; and notification of the damages were given in advance or not; "Data" means any data submitted by you for input, or inputted by you into the Software; "Download" means any data, PDF files, design documents, graphics or content that you retrieve, view or download when using a service; "GST" means goods and services tax; "Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered; "Service" means any service, product, goods, downloads, content, program or website that we may provide from time to time; "Software", ?Product?, ?Application? means the software available (as may be changed or updated from time to time by Rembrand) via the Website; "Terms" means the terms and conditions set out herein, and includes any additional terms (as defined in the section headed "Additional terms" below); "uncontrollable events" mean any circumstances beyond our reasonable control, including (without limitation) fire, explosion, earthquake, flood, storm or other adverse weather conditions, war declared or undeclared, civil war, revolution, civil commotion or other civil strife, riot, blockade, embargo, sanctions, epidemics, act of any government or other authority, compliance with government orders, demands or regulations, or any act or omission on the part of a third party; "Us" or "we" means Segna Design and Graphics (2007) Ltd and includes our successors in title and/or assigns; "Use" includes (without limitation) accessing, retrieving, downloading, logging on to or viewing a service; "You" and "your" means the customer who signed this agreement or any person who registers for, or uses any of our services and includes your employees, consultants, representatives and agents; "Website" means the Internet site at the domain www.rembrand.co.nz or any other site operated by Segna Design and Graphics (2007) Ltd.; The singular includes the plural and vice versa; and headings are only for reference and not interpretation; "Segna" means Segna Design and Graphics (2007) Ltd. 1. Use of Software Segna grant you a non-exclusive license to use the executable code version of the Product. This agreement will also govern any software upgrades provided by Segna that replace and/or supplement the original product, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. If there is any inconsistency between this agreement and any other written agreement between you and us, then the terms and conditions of that other written agreement shall prevail to the extent of any inconsistency. You must only use the Software and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Segna or condition posted on the Website. By entering the User ID and Password and logging in to the Rembrand system, you are consenting to be bound by the Agreement. 2. Your Obligations a. Payment obligations: All licensing charges are payable one month in advance either on presentation of invoice or via direct debit as established with your bank. Any customisation and professional services offered are invoiced and payable within 7 days of invoice date. You are required to remain up to date with your payments and in the event payments are not received on time, Segna reserves the right to suspend access to the Rembrand system restricting access to all content which may otherwise constitute your intellectual property, held as lien over your account in arrears. b. Service Commencement Date: Service will be deemed to commence immediately upon signing this End User License Agreement, and the necessary charges have been paid. c. Access conditions: You must choose a password. We will give you an account and account name. You must not circumvent, or attempt to circumvent, our user authentication systems; are entirely responsible for all payments and any activities that occur under your account; are liable for any damage, loss or costs that we or any third party sustain howsoever arising as a result of any of your actions, or any actions of a third party using your password, account name or account information; and indemnify us against any claim howsoever arising from any use of your password, account name or account information by a third party or as a result of your breach of this clause. You will ensure that all usernames and passwords required to access the Software are kept secure and confidential. You will immediately notify Segna of any unauthorised use of your passwords or any other breach of security and we will reset your password. As a condition of these Terms, when accessing and using the Software, you must: i. not attempt to undermine the security or integrity of Rembrand's computing systems or networks or, ii. where the Software is accessed via a third party, that third party's computing systems and networks; not use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website; iii. not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted; iv. not transmit, or input into the Software, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and v. Not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation vi. Sometimes, to register for, or use a service, you must give us information about yourself as prompted. You warrant that all information you give is current, complete and accurate. We may suspend or stop any service if you give information that is not current, complete and accurate. You must promptly tell us if any of the information you provided changes. vii. You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Product. This license does not grant you any right to use the trademarks, service marks or logos of Segna or its licensors. d. Changes to terms You must check the Rembrand website and the terms regularly for changes. By continuing to use our services after we make the changes, you agree to be bound by the changed terms and charges. If you do not accept the changed terms or charges, you must stop using the service (see the section headed "Termination" below). We may vary any details of this agreement at any time by giving you at least fourteen (14) days' written notice. All changes must be by both telephone and in writing by facsimile or Email. If you wish to stop a direct debit or terminate a Direct Debit authority you must obtain our written consent at least three (3) clear business days before the debit day of a notified transaction between you and us, and such agreement will include an alternative means of payment by you. You cannot defer a direct debit. This notice should be given to us in the first instance. e. Hyperlinks We may provide hyperlinks to websites that we do not control (target sites). Any hyperlinks which are not operational will not in any way detract from the validity and interpretation of these terms. We don't necessarily endorse, agree with or support the content, products and/or services of target sites. f. Additional terms Some of our websites or documents may contain additional rules, guidelines, charges or terms and conditions (additional terms). By subscribing to or using our services relating to those websites or documents, you agree to be bound by, and comply with those additional terms. These terms apply to the extent that there is a conflict between these terms and the additional terms. The information, goods and/or services advertised on the Rembrand website are not an offer, but merely an invitation to do business. g. Third party goods and services In many cases, we provide the services of third parties, or our services in conjunction with those of third parties including (without limitation) network providers, ISPs. In those cases, the following conditions apply: We provide such services subject to the terms, conditions and limitations imposed by those third parties. If those third parties change, suspend or stop providing such services, we may similarly change, suspend or stop providing the services to you without notice. We may nevertheless try to provide such a service in another way or by using another third party. You authorise us to provide any of your information to those third parties to the extent that it may be necessary to enable the third parties and us to provide the services to you. To the extent that there is a conflict between the third party's terms and conditions and these terms, these terms prevail. When you acquire goods, downloads or services from a third party through any of our services, you understand and agree that - 1. We are not a party to the contract between you and the third party; 2. We don't have to monitor the third party service you use; 3. The third party will be responsible for all obligations under the contract including (without limitation) warranties or guarantees; You must evaluate the goods, software or service and the applicable terms and conditions before acquiring the goods, software or service; and you indemnify us against any damages (as defined in the section headed "Limitation of liability and indemnity" above) howsoever arising from your acquisition and use of the third party goods, software or service. We may reject or refuse any third party service used by you in conjunction with our service. 3. Intellectual Property Subject to the foregoing, Segna, for itself and on behalf of its licensors, hereby reserves all intellectual property rights in the Product. We retain all intellectual property to the services, the systems that provide the service and downloads. You may not, directly or indirectly sell, sub-license, lease, distribute or otherwise transfer any downloads to any third party; appropriate the downloads in whole or in part for whatever purpose; decompile, disassemble or reverse engineer the downloads or any component of the product, or reduce the downloads to any format other than the format in which they were delivered; create derivative works based on the downloads; incorporate the downloads into any other content for whatever purpose; remove any legal notices (copyright, trademark or other proprietary rights notices); reproduce, publish, perform, broadcast, make an adaptation of, sell, lease, offer or expose any copy of any content in respect of which we own the copyright. Data: Title to, and all Intellectual Property Rights in, the Data remain your property. You must maintain copies of all Data inputted into the Software. Rembrand adheres to its best practice policies and procedures to prevent data loss, including a daily system backup but does not make any guarantees that there will be no loss of Data. Rembrand expressly excludes liability for any loss of Data no matter how caused. During the usage of the Rembrand process, and at later times, you may be given the option of installing additional components from third-party software providers. The installation and use of those third-party components may be governed by additional license agreements. 4. No warranties Segna agrees that the product will deliver the functionality outlined in the attached schedule titled 'Software Functions' beyond which, the product is provided ?as is? with all faults. To the extent permitted by law, Segna, its distributors and licensors hereby disclaim all warranties, whether expressed or implied, including without limited warranties that the product is free of defects, merchantable, fit for a particular purpose and non-infringing. You bear entire risk as to selecting the product for your purpose and as to the quality and performance of the product. This limitation will apply notwithstanding the failure of essential purpose of any remedy. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so this disclaimer may not apply to you. 5. Limitation Of Liability Except as required by law, Segna and its distributors and agents (Collectively the ?Segna Group?) will not be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way related to this agreement or the use the product, including without the limitation damages for loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction, even if advised of the possibility of such damages are regardless or the theory (contract, tort or otherwise) upon which such a claim is based. The Segna Group?s collective liability under this agreement will not exceed the greater of $500 (five hundred dollars) and the fees paid per annum by you under the license (if any). Some jurisdictions do not allow the exclusion or limitation or incidental, consequential or special damages, so this exclusion and limitation may not apply to you. You acknowledge that: a. You are authorised to use the Software and the Website and to access the information that you access using the Software and the Website (whether that information is your own or that of anyone else); b. If you are using the Software and accessing the Website on behalf of or for the benefit of an organisation (whether a body corporate or not) then Segna will assume that you have the right to do so and that organisation will be liable for your actions or omissions (including any breach of these Terms); c. The provision of, access to, and use of, the Software is on an "as is, where is" basis and at your own risk (refer to functionality outlined in Software Functions schedule); d. Segna does not warrant that the use of the Software will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software, Segna is not in any way responsible for any such interference or prevention of your access or use of the Software; e. It is your sole responsibility to determine that the Software meets the needs of your business. (refer to functionality outlined in Software Functions schedule) 6. Termination Upon termination of this agreement your right to use the Product will terminate immediately and without further notice, but all provisions of this Agreement except the License Grant (Paragraph 1) will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product, user id and passwords. a. Contract Term: This contract is for the period stated in the Contract Agreement. Termination prior to the completion of the contract period will result in penalties. Please consult the Charges and Fees schedule for these charges. b. Seven day return policy: Within seven days of being granted access to the Software by Rembrand for the first time, you may terminate these Terms (and no Access Fee will be payable) by serving notice on Rembrand within those 7 days. c. Breach : If you: I. breach any of these Terms and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied; II. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach for non-payment more than 30 days overdue); or III. the paying subscriber goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction d. Rembrand may take any or all of the following actions, at its entire discretion: I. Terminate these Terms and your use of the Software and the Website; II. Suspend for any definite or indefinite period of time, your use of the Software and the Website; III. Take either of the actions in sub-clause 4 and 5 above in respect of any other persons in your organisation or who have access to your information or that of your organisation. e. We may immediately, without prejudice to any of our other rights and without notice to you: I. claim payment of all outstanding amounts due to us; II. end the agreement; and/or III. claim damages from you. In all cases, we may keep all amounts already paid by you and recover all our costs associated with your breach, including (without limitation) collection commission and attorney and client legal costs. f. Accrued Rights: Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will: I. Remain liable for any accrued charges and amounts which become due for payment before or after termination; and II. Immediately cease to use the Software and the Website. g. Expiry or termination: Clauses relating to Payment Obligations, Indemnity, Confidentiality and Privacy, Intellectual Property, Warranties and Acknowledgements, Limitation of Liability, Termination and General survive the expiry or termination of these Terms. h. Effect of ending this agreement or suspension of service: If this agreement ends or a service is suspended for any reason, you are responsible for any outstanding obligations including (without limitation) payment of any costs or charges that may arise in connection with such ending or suspension, and payment of all outstanding charges for use before the ending or suspension. Your payment and other obligations under this agreement are not suspended or otherwise affected by a suspension of access to/or use of a service (in whole or in part) where the suspension arises from your failure to comply with the terms. Upon ending and/or cancellation of a service or this agreement, for any reason you must immediately stop using the service and remove all our downloads on any computer, database, server (local or remote) in your possession or under your control. We have no obligation to you after any termination or cancellation of a service or this agreement. i. Cession and delegation: You may not cede, assign or delegate your rights or obligations under these terms. We may cede, assign or delegate our rights and obligations under these terms without your consent. j. Termination of Other Services: You may terminate other services at any time by allowing the account to reach zero. We may terminate or suspend other services immediately if: I. You fail to pay any of the charges; II. If you are in breach of any of these terms and conditions; III. You are declared bankrupt; IV. A receiver or liquidator is appointed (if you are a company) or you enter into any voluntary scheme of arrangement with your creditors; V. We are unable to continue to supply the services as a result of the actions of any of our suppliers or in the case of a force majeure event. In any event on us giving 3 days notice to you in writing or by e-mail. 7. Support Segna will provide support for the Rembrand system on standard business days. A Standard business day will be from 9am to 5pm Monday to Friday excluding all public holidays in the New Zealand Calendar. Segna will provide support at a cost of $120.00 per hour, charged in 15 minute increments or part thereof. In the first calendar month from signing this agreement, Segna will provide support free of charge for any issues associated with implementation and configuration of the Rembrand system. 8. Export Controls This license(s) is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Product and its use. 9. Miscellaneous. a. This Agreement sits under the entire agreement between Segna and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorised executive of Segna. b. Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of New Zealand, excluding its conflict of law provisions. c. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods d. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. e. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. f. Except as required by law, the controlling language of this Agreement is English g. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms; Segna may assign its rights under this Agreement with written notification to you. h. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.