1. Application of Terms
1.1 These Terms are binding and apply to any use of the Services and Platform by you and anyone that you allow to access Content you have uploaded to the Platform. By using our Services or the Platform, you and they irrevocably agree to these Terms. If you accept these Terms on behalf of a company or other legal entity, you warrant that you have the authority to bind that entity to these Terms.
2.1 We can change these Terms at any time by providing you at least 30 days’ prior notice of the change, whether via our Site, by sending you an email. Your continued use after that notice means that you agree to the changed Terms.
3.1 The following words and phrases have specific meanings wherever you see them used in these Terms:
Account means your account and profile information on the Platform.
Content includes, without limitation, information, videos, audio files, data, metadata, text, photographs, software, scripts, graphics and interactive features generated, provided, or otherwise made accessible on or through the Services.
Fees means the applicable fees set out on the Site or as agreed otherwise in writing between Timescapes and the Licensee/Partner, as may be updated from time to time in accordance with clause 7.3.
Licensee means a person who has been granted a licence by Timescapes to use the Platform.
Platform means the systems (including the Site, and other systems) we provide to enable provision of our Services.
Services means the operation of the Platform to facilitate the viewing and downloading of images, the preparation of time-lapse videos and other associated services from time to time.
Subscription Period means the set period from when the subscription was entered into.
Timescapes means Timescapes Limited, a company registered in New Zealand under company number 6035347 with its registered office at Timescapes Limited C/o BDO Auckland, Level 4, BDO Centre, 4 Graham Street, Auckland, 1010 , New Zealand, and our, us and we used in these Terms refer to Timescapes.
You means the person who accepts these Terms in accordance with clause 2 below.
4.1 These Terms are effective from the date that you first access our Platform and shall continue, unless terminated sooner in accordance with clauses 7.3 or 8.
5. Our Services
5.1 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
6. Creating an Account
6.1 To create an Account, you must be authorised by the Licensee, over 18 years of age and not have an existing Account.
6.2 You agree to provide accurate, current and complete information during the Account registration process and to update such information to keep it accurate, current and complete at all times. If you provide any false or misleading information, we may suspend or terminate your Account in accordance with clause 7.
6.3 During the registration process, you must choose a password as part of our security procedures. You must ensure that your password is strong and not disclose it to any third party.
6.4 You must not allow others to access or use your Account. No matter whether anyone using your Account is authorised to use it or has obtained unauthorised access, you will remain responsible for their actions and omissions.
6.5 You must tell us immediately if you think that someone has used or has unauthorised access to your Account or password, or there has been some other security breach.
7.1 In consideration for providing the Services, we charges the Fees displayed on the Platform from time to time or as agreed in writing between Timescapes and the Licensee/Partner.
7.2 The Services may be offered on a subscription basis. If you elect to enter a subscription, it will automatically renew at the end of the subscription period, unless you cancel no later than [24 hours] before the end of your current subscription period.
7.3 You may cancel your subscription by sending an email to email@example.com . Where that occurs, the cancellation will come into effect at the end of the subscription period.
7.4 If you downgrade your subscription, your Account may be converted to a “read-only” access at the end of your current subscription period. This means that you will be able to view your Content on the Platform but not upload any new Content to the Platform.
7.5 If you pay the Fees via the Site, the payment transaction is carried out by third party payment providers. You accept that we are not responsible for these third party payment providers and their operation or availability.
7.6 Unless agreed otherwise in writing between Timescapes and the Licensee, we may increase the Fees by giving at least 30 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees. If you have paid Fees for a subscription that is due to expire after that 30 day notice period and you do not wish to continue to use our Services under the new terms, you may terminate your subscription before the new terms come into force. We will then (but not otherwise) refund the unexpired portion of your subscription payment within 30 days and close your Account.
8. Terminating your Account
8.1 You may close your Account at any time by following the Account closing process on our website.
8.2 We have the right to suspend or terminate your Account at any time, for any reason or no reason, which need not be disclosed to you. This includes but is not limited to Accounts that we consider in our sole discretion, contain invalid information or to have been used for inappropriate or objectionable activities, in violation of these Terms, in breach of any law in any jurisdiction or which are, or may be, harmful or detrimental to Timescapes or the Platform. We shall not be liable for any loss of revenue or opportunity or any damage, cost or other liability, suffered or incurred by you in connection with a suspended or terminated Account.
8.3 If we exercise our discretion under these Terms to suspend or terminate your Account, any or all of the following can occur with or without any notice or explanation to you:
- your Account will be deactivated or suspended and you will not be able to access any part of the Platform, your Account or your Content; and
- we do not have an obligation to delete or return to you any Content you have uploaded to the Platform.
9. Account Access
9.1 We reserve the right to access your Account in order to respond to your requests for technical support.
10. Your obligations
10.1 You must pay the Fees, if applicable.
10.2 You must comply with these Terms all applicable laws, regulations and rules when using the Platform, Services and with respect to any Content you upload to the Platform or share using our Services.
10.3 Unless agreed in writing by us, you must not resell or make the Service available to any third-party, or otherwise commercially exploit the Services.
11.1 You warrant by using the Services that all Content you upload to the Platform is, up-to-date, and in compliance with all applicable laws, rules and regulations.
11.2 You acknowledge that all Content accessed through your use of the Services is at your own risk and that you are solely responsible for any resulting damage or loss to you or any other party.
11.3 We do not make any guarantees that there will be no loss of your Content or the Services will be bug free. You should download your Content prior to terminating your Account.
11.4 We have rules which apply to Content uploaded to the Platform (see clause 12 (Content Rules)). If we are notified of a claim or allegation that Content uploaded to the Platform breaches our Content Rules, we may prevent such Content being accessible through the Platform or being used in connection with Services.
11.5 If we terminate your Account because you have breached these Terms we may delete your Content immediately or keep it for evidential purposes. In circumstances where we cease providing our Services for other reasons, we will, if reasonably practicable and we are not prevented by law or likely to incur any liability in doing so, give you 10 days’ notice to retrieve your Content.
12. Content Rules
12.1 Whenever you upload Content to the Platform you must comply with the Content Rules set out in this clause 12. You will not with respect to such Content:
- upload, create, transmit, distribute, or store obscene, offensive, objectionable or inappropriate content;
- damage, interfere with or degrade the functioning of the Platform;
- upload, create, transmit, distribute, or store verbal, physical, written or other abuse or unsolicited commercial communications (including threats of abuse or retribution or spam) to any person or cause harm to any person in any way under the Harmful Digital Communications Act 2015; or
- upload, create, transmit, distribute, or store material that violates trademark, copyright, trade secret, or other intellectual property rights of others or violates the privacy, publicity, or other personal rights of others.
12.2 You warrant that any Content uploaded to the Platform complies with the Content Rules in clause 12.1. You will be liable to Timescapes and indemnify Timescapes fully for any breach of that warranty. Timescapes has the right to remove any Content from your Account without notice if, in Timescapes’s opinion in its sole discretion, your Content does not comply with those standards.
12.3 Timescapes will not be responsible or liable to any third party, for the Content or accuracy of any Content on the Platform.
13. Privacy and Personal Information
13.2 You warrant in respect of all personal information about any identifiable individual, which is contained in any Content that you upload to the Platform, that you have the right to collect and use that personal information and to make it available to Timescapes so that it can deliver the Services. You further warrant that Timescapes’s collection, storage, distribution, disclosure and other use of that personal information to deliver the Services will not breach any privacy, data protection or other similar law in any jurisdiction.
13.3 We will never knowingly collect personal information from an individual under the age of 18 years (minor) without consent of the individuals parent or guardian. If you become aware that we have unintentionally collected personal information about a minor, please contact us immediately at firstname.lastname@example.org. In the event that we receive actual knowledge that we have collected such personal information without the requisite consent we will delete that information from the Platform as quickly as is practical.
14. Intellectual Property Rights
14.1 Timescapes is the owner or the licensee of all intellectual property rights in the Platform, and in the Content published on it. Those works are protected by trade mark, copyright and other intellectual property and trade practices laws and treaties around the world. All such rights are reserved.
14.2 You must not reverse engineer, reproduce, duplicate, copy, sell, assign, resell or exploit any portion of the Platform or use or access the same without Timescapes’s express prior written permission.
14.3 Timescapes agrees to grant you a non-exclusive, irrevocable, royalty free licence to use and access the Platform and Content on the Platform for the purpose of using the Services. Use, reproduction, modification, distribution or storage of the Platform or any Content for purposes other than use of the Services is prohibited. Your licence to use and access the Platform and Content is automatically revoked if you breach these Terms.
14.4 You warrant that you own, or are authorised to use, any intellectual property in any Content you upload to the Platform. You grant us a worldwide, perpetual, royalty free, transferable licence to use, store, back-up, copy, transmit, distribute, communicate and otherwise make available Content you upload to the Platform, for the purposes of enabling you and those you give access to, to use the Platform and the Services and for any other purpose related to provision of the Services to you and them.
15. Takedown procedure
15.1 We may, without any prior notice to you, remove any of your Content from our Platform or block access to our Platform (totally or partially) where we have received a notice of intellectual property infringement or notice of takedown in respect of your Content or where we consider the Content to be illegal or otherwise in breach of these Terms. You agree that we shall have no liability to you in respect of any loss (including loss of profit), cost or damage suffered or incurred by you as a result of such action. If there is a dispute between you and a third party as to whether your Content infringes the intellectual property or other rights of that third party, you acknowledge that it is your responsibility to resolve such dispute with the third party, and until you have provided us with satisfactory written confirmation of a resolution between you and the third party we will not restore the alleged infringing materials or reinstate access to the Platform. You agree to indemnify us against all claims, proceedings or actions by such third party against us including costs (legal or otherwise) that we may incur in defending such claims, proceedings or actions on a full indemnity basis.
16.1 We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and site in order to access the Platform (if applicable). You should use your own virus protection software.
16.2 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any Content.
16.3 You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform (if applicable) via a denial-of-service attack or a distributed denial-of service attack.
17. Disclaimers and limitation of liability
17.1 If you choose to use the Platform, you do so at your own risk.
17.2 The Platform is provided without warranty of any kind, either express or implied. Timescapes makes no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
17.3 To the extent permitted by law, Timescapes excludes all conditions, warranties, representations or other terms which may apply to the Platform, whether express or implied.
17.4 Timescapes will not be liable to you or other third party for any direct, indirect or consequential loss, cost, lost opportunity or profit, lost goodwill, reputational damage or liability or other adverse event whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Platform or Services.
17.5 In no event will Timescapes’ aggregate liability arising out of or in connection with these Terms and your use of or inability to use the Platform and Services exceed the Fees paid by the Licensee in the 12 months preceding the issue.
18.1 You agree to indemnify, and hold Timescapes and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, any tax, legal and/or accounting fees, arising out of or in connection with your access to or use of the Platform, Services or your violation of these Terms.
19.1 Timescapes may assign or transfer these Terms, at its sole discretion, without restriction. You may not assign or transfer your rights under these Terms without our prior written consent, which may be withheld in absolute discretion.
19.2 Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by us:
- via email (in each case to the address that you provide); or
- via the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is sent.
19.3 Where you are using the Services for the purpose of a business, the Consumer Guarantees Act 1993 (New Zealand) and any other similar consumer protection legislation in any jurisdiction does not apply to the Services.
19.4 These Terms shall be governed by and construed in accordance with New Zealand law. You agree to submit to the exclusive jurisdiction of the courts of New Zealand with respect to any claim or matter arising out of or in connection with these Terms or their termination.
19.5 No failure or delay by Timescapes to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy by Timescapes shall prevent or restrict the further exercise of that or any other right or remedy.
19.6 If any provision or part-provision of these Terms is or becomes void, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be severable and deemed to be deleted, and shall not affect the validity, legality or enforceability of the remaining provisions.
19.7 These terms were last updated on 27th April, 2019.