updated February 2009
In this Agreement, “you” and “your” includes you and your employer, company or other legal entity. Any reference to “ClearWiki”, “we”, “us”, or “our” in this Agreement is a reference to ClearWiki Limited of Wellington, New Zealand.
If you do not agree to the terms of this Agreement you are not permitted to use the ClearWiki Services (as defined below).
If you are acting as an employee or entering into this agreement on behalf of a company or other legal entity, you agree that this Agreement will bind your employer or such entity, and you represent that you have authority to bind such employer or entity. If you do not have such authority you may not use the ClearWiki Services.
Definitions
In this Agreement, unless the context otherwise requires:
Intellectual property rights
Changes to this Agreement
From time to time, we may change the terms of this Agreement (including the Acceptable Use Policy). We will endeavour to give you at least 7 days’ notice in writing before the new version of the terms take effect, and we can do this by email and/or by posting a notice on Your Wiki (for example, by placing a notice in the footer of Your Wiki). Any use by you of the Clearwiki Services after the new version of the terms has been posted on the ClearWiki website confirms your acceptance of the new version of the terms.
What you are licensed to do
Subject to the terms of this Agreement, and any notices and limitations displayed as part of the ClearWiki Services, you are granted a non-exclusive, non-transferable licence for you and any Authorised Users to access and use the ClearWiki Services.
This licence ends at the same time that your subscription to the ClearWiki Services comes to an end or this Agreement is terminated.
Except as set out above, you are not granted any other rights in relation to the ClearWiki Services.
What you must do
You must abide by the terms of the Acceptable Use Policy as may be amended from time to time, and which forms a part of this Agreement.
You must ensure that all Authorised Users comply with the Acceptable Use Policy. You must ensure that all Authorised Users comply with your obligations under this Agreement in relation to the ClearWiki Services, Your Content and User ID. You are also responsible for all acts and omissions of the Authorised Users in relation to the ClearWiki Services, Your Content and User ID.
Disclaimers
The ClearWiki Services are provided on an “as is” and “as available” basis. ClearWiki does not guarantee, warrant or represent that the ClearWiki Services will be uninterrupted, reliable, timely, private, secure, free of errors, viruses or other harmful things, always available or that any problems with the ClearWiki Services can or will be corrected. Sometimes the ClearWiki Services will be unavailable or your use will be limited because of maintenance or other work that is being undertaken.
The provision of the ClearWiki Services may result in Your Content being lost or damaged. ClearWiki does not take any responsibility for any such loss or damage and is not required to restore, repair, or replace any of Your Content that is lost or damaged. It is your responsibility to take security precautions and maintain such back-up data as is necessary to quickly and accurately replace or repair any of Your Content that is lost or damaged from any cause.
We may monitor and delete Your Content if required by law or if we consider it necessary or reasonable to do so to protect our proper interests or the interests of anyone else. ClearWiki is not responsible for the accuracy of Your Content. ClearWiki does not endorse any of Your Content or the content on any other ClearWiki wiki.
All warranties in relation to the ClearWiki Services, whether express or implied, are excluded to the fullest extent permitted by law. If you access and use the ClearWiki Services for the purposes of a business you agree that the guarantees and remedies provided in the Consumer Guarantees Act 1993 do not apply.
Limitation of Liability
ClearWiki and our suppliers, directors, employees and agents (“Related Parties”) will not be liable to you, any Authorised User, or any third party, for any:
In any event, if ClearWiki or our Related Parties are liable to you for any reason, and that liability has not otherwise been excluded by this Agreement, then the maximum aggregate liability of ClearWiki and our Related Parties to you arising out of all claims for loss and/or damages for any cause will under no circumstances exceed the value of the subscription fees paid by you to ClearWiki in the 12 months prior to the time that any liability first arises.
The limitations and exclusions of liability in this Agreement shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
ClearWiki will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to perform any of your obligations under this Agreement. In such circumstances, and without limiting any other right or remedy of ClearWiki, ClearWiki is entitled to recover from you any reasonable additional costs of fulfilling our obligations under this Agreement.
Changes to the ClearWiki Services
We may, at our discretion, delete, replace, add to or otherwise amend the whole, or any part of, any of the ClearWiki Services at any time without notice to you.
ClearWiki reserves the right to increase the fees it charges for the ClearWiki Services. If you don’t agree to the new fees you can stop using the ClearWiki Services and we will shut down Your Wiki.
Indemnity
Without limiting any other right or remedy of ClearWiki, you agree to fully indemnify and keep indemnified ClearWiki and our Related Parties against all claims, proceedings, actions, liabilities, damages, losses, costs and expenses (including full legal costs) arising out of or in any way connected to the use by you, any Authorised User, or any third party, of the ClearWiki Services, any breach by you of this Agreement, or anything else you do or do not do in relation to the ClearWiki Services (in each case a “Claim”). This includes any Claim that arises because of any problem with the ClearWiki Services and any Claim that arises in relation to Your Content.
Privacy policy
ClearWiki collects and holds personal information from you when you register and use the ClearWiki Services. You have rights to access and correct this information under the Privacy Act 1993.
We may store and supply the information we collect from you with our service providers.
Your personal information is used: to register your User ID to access the ClearWiki Services, to analyse your use of the ClearWiki Services; to provide you with information about ClearWiki products and services we think may be of interest to you; and may be used to place targeted advertising within the ClearWiki Services; and may also be used to notify you of changes to the ClearWiki Services or to this Agreement.
When you use the ClearWiki Services a cookie (which is a small text file) will be loaded onto your computer. The purpose of the cookie is to identify you during your session and to provide timezone information. You can change the settings on your browser so that you will not receive any cookies. However, if you choose to do this you may not be able to use the ClearWiki Services.
If you haven’t correctly provided your information to us, we may not be able to properly provide the ClearWiki Services to you, or charge you correctly; we may also terminate this Agreement with you.
Please email info@clearwiki.com if you have any questions or concerns about the personal information that we hold about you.
Termination, suspension and restriction
ClearWiki reserves the right, at our sole discretion, to terminate this Agreement and your use of the ClearWiki Services at any time for any reason without notice.
If we think you have breached any term of this Agreement, or that an Authorised User has breached the Acceptable Use Policy, we may:
We may also end, suspend, restrict, or monitor your access to the ClearWiki Services or Your Content if required by law or if we consider it necessary or reasonable to do so to protect our proper interests or the interests of anyone else.
Taking any of these steps does not limit any other rights or remedies that may be available to us.
Termination of this Agreement does not affect any rights or remedies that have accrued up to the date of termination nor any of the provisions that are by their nature intended to survive termination.
If this Agreement is terminated, ClearWiki has no obligation to maintain, or supply you or anyone else with, Your Content; and ClearWiki is permitted to delete Your Content.
General
This Agreement (including the Acceptable Use Policy as it may be amended from time to time) constitutes the entire agreement between you and us in relation to the ClearWiki Services and Your Content and supersedes all previous agreements, arrangements, understandings or representations relating to the ClearWiki Services and Your Content.
We may provide any notice to you in relation to this Agreement by displaying this notice as part of the ClearWiki Services.
If at any time any provision of this Agreement is or becomes illegal or unenforceable the remaining provisions will continue to be binding. A waiver of any of the terms of this Agreement must be in writing and signed by one of our senior managers (or equivalent). No delay or failure by us to exercise a right or remedy under this agreement prevents the exercise of that or any other right or remedy on that or any other occasion.
You may not subcontract, assign, or transfer any of your rights or obligations under this Agreement. This Agreement is for the benefit of, and enforceable by, any third party provider of any part of the ClearWiki Services. Despite this, we can change the terms of this Agreement without the consent or agreement of those third party providers.
This Agreement is governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts for all disputes under or in relation to the ClearWiki Services or this Agreement.
If you have any questions regarding our policies please email us.