TO A ROADWORKS ONLINE WEBSITE. We maintain this website as a service
to our customers. By using our website, you are agreeing to comply
the following terms carefully. If you do not agree to these terms,
you should not review information or obtain goods or products from
These terms apply to the websites of the Roadworks
Online Ltd family of websites.
1. Acceptance of Agreement. You agree to the
("Agreement") with respect to our website (the "Website").
This Agreement constitutes the entire and only agreement between
us and you, and supersedes all prior or contemporaneous agreements,
representations, warranties and understandings with respect to
the Website, the content, products or services provided by or
through the Website, and the subject matter of this Agreement.
This Agreement may be amended at any time by us from time to
time without specific notice to you. The latest Agreement will
be posted on the Website, and you should review this Agreement
prior to using the Website.
2. Copyright. The content, organization, graphics,
design, compilation, magnetic translation, digital conversion
and other matters related to the Website are protected under
applicable copyrights, trademarks and other proprietary (including
but not limited to intellectual property) rights. The copying,
redistribution, use or publication by you of any such matters
or any part of the Website, except as allowed by Section 4, is
strictly prohibited. You do not acquire ownership rights to any
content, document or other materials viewed through the Website.
The posting of information or materials on the Website does not
constitute a waiver of any right in such information and materials.
3. Trademarks. Roadworks, Streetscroll and others
are trademarks of Roadworks Online Ltd. Other product and company
names mentioned on the Website may be trademarks of their respective
4. Limited Right to Use. The viewing, printing
or downloading of any content, graphic, form or document from
the Website grants you only a limited nonexclusive license for
use solely by you for your own personal use and not for republication,
distribution, assignment, sublicense, sale, preparation of derivative
works or other use. No part of any content, form or document
may be reproduced in any form or incorporated into any information
retrieval system, electronic or mechanical, other than for your
personal use (but not for resale or redistribution).
5. Editing, Deleting and Modification. We reserve
the right in our sole discretion to edit or delete any documents,
information or other content appearing on the Website.
6. Indemnification. You agree to indemnify, defend
and hold us and our partners, attorneys, staff and affiliates
(collectively, "Affiliated Parties") harmless from
any liability, loss, claim and expense, including reasonable
attorney fees, related to your violation of this Agreement or
use of the Website.
7. Nontransferable. Your right to use the Website
is not transferable. Any password or right given to you to obtain
information or documents is not transferable.
8. Disclaimer. THE INFORMATION FROM OR THROUGH
THE WEBSITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND
ALL WARRANTIES, EXPRESS OR IMPLED, ARE DISCLAIMED (INCLUDING
BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION
AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR
YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT
AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS,
LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS WEBSITE
AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM US THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY, REPRESENTATION
OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. Limits. All responsibility or liability for
any damages caused by viruses contained within the electronic
file containing the form or document is disclaimed. WE WILL NOT
BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY
TO USE OUR WEBSITE. Our maximum liability to you under all circumstances
will be equal to the purchase price you pay for any goods, services
10. Use of Information. We reserve the right,
and you authorize us, to the use and assignment of all information
regarding Website uses by you and all information provided by
11. Third-Party Services. We may allow access
to or advertise third-party merchant sites ("Merchants")
from which you may purchase certain goods or services. You understand
that we do not operate or control the products or services offered
by Merchants. Merchants are responsible for all aspects of order
processing, fulfilment, billing and customer service. We are
not a party to the transactions entered into between you and
Merchants. You agree that use of such Merchants is AT YOUR SOLE
RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED,
IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR
PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES
ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN
YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT
WEBSITES OR ANY OTHE WEBSITE LINKED TO OUR WEBSITE.
12. Third-Party Merchant Policies. All rules,
policies (including privacy policies) and operating procedures
of Merchants will apply to you while on such sites. We are not
responsible for information provided by you to Merchants. We
and the Merchants are independent contractors and neither party
has authority to make any representations or commitments on behalf
of the other.
may change from time to time, is a part of this Agreement. You
14. Payments. You represent and warrant that
if you are purchasing something from us or from our Merchants
that (i) any credit card information you supply is true, correct
and complete, (ii) charges incurred by you will be honored by
your credit card company, (ii) you will pay the charges incurred
by you at the posted prices, including any applicable taxes.
15. Securities Laws. This Website may include
statements concerning our operations, prospects, strategies,
financial condition, future economic performance and demand for
our products or services, as well as our intentions, plans and
objectives, that are forward-looking statements. These statements
are based upon a number of assumptions and estimates which are
subject to significant uncertainties, many of which are beyond
our control. When used on our Website, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends" and
similar expressions are intended to identify forward-looking
statements designed to fall within securities law safe harbors
for forward-looking statements. The Website and the information
contained herein does not constitute an offer or a solicitation
of an offer for sale of any securities. None of the information
contained herein is intended to be, and shall not be deemed to
be, incorporated into any of our securities-related filings or
16. Links to Other Websites. The Website may
contain links to other Websites. We are not responsible for the
content, accuracy or opinions expressed in such Websites, and
such Websites are not investigated, monitored or checked for
accuracy or completeness by us. Inclusion of any linked Website
on our Website does not imply approval or endorsement of the
linked Website by us. If you decide to leave our Website and
access these third party sites, you do so at your own risk.
17. Copyrights and Copyright Agents. We respect
the intellectual property of others, and we ask you to do the
same. If you believe that your work has been copied in a way
that constitutes copyright infringement, please provide our Copyright
Agent the following information:
(a) an electronic or physical signature of the
person authorized to act on behalf of the owner of the copyright
(b) a description of the copyright interest;
(c) a description of where the material that
you claim is infringing is located on the Website;
(d) your address, telephone number, and email
(e) a statement by you that you have a good faith
belief that the disputed us is not authorized by the copyright
owner, its agent, or the law; and
(f) a statement by you, made under penalty of
perjury, that the above information in your notice is accurate
and that you are the copyright owner or authorized to act on
the copyright owner's behalf.
19. Information and Press Releases. The Website
contains information and press releases about us. While this
information was believed to be accurate as of the date prepared,
we disclaim any duty or obligation to update this information
or any press releases. Information about companies other than
ours contained in the press release or otherwise, should not
be relied upon as being provided or endorsed by us.
20. Miscellaneous. This Agreement shall
be treated as though it were executed and performed in New
Zealand, and shall be governed by and construed in accordance
with the laws of New Zealand (without regard to conflict of
law principles). Any cause of action by you with respect to
the Website (and/or any information, products or services related
thereto) must be instituted within one (1) year after the cause
of action arose or be forever waived and barred. All actions
shall be subject to the limitations set forth in Section 8
and 10. The language in this Agreement shall be interpreted
as to its fair meaning and not strictly for or against either
party. All legal proceedings arising out of or in connection
with this Agreement shall be brought solely in Auckland, New
Zealand. You expressly submit to the exclusive jurisdiction
of said courts and consent to extra-territorial services of
process. Should any part of this Agreement be held invalid
or unenforceable, that portion shall be construed consistent
with applicable law and the remaining portions shall remain
in full force and effect. To the extent that anything in or
associated with the Website is in conflict or inconsistent
with this Agreement, this Agreement shall take precedence.
Our failure to enforce any provision of this Agreement shall
not be deemed a waiver of such provision nor of the right to
enforce such provision.