Terms and Conditions

Effective: September 1, 2018

These Terms and Conditions ("Terms", "Terms and Conditions") describe your rights and responsibilities when using HiveManager, our beekeeping management tool (the "Service") operated by HiveManager Limited ("us", "we", or "our"). Please read these Terms and Conditions carefully before using HiveManager (the "Service").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.

We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.

Availability, Errors and Inaccuracies

We are constantly updating our offerings of products and services on the Service. The products or services available on our Service may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Service and in our advertising on other web sites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Registration

To access and use the Service, you will need to complete our Registration process. We reserve the right (at our absolute discretion) to decline your Registration Application, in which case you will not be entitled to access or use the Service. If we accept your Registration Application, we will provide confirmation by email (which will result in the formation of a contract between us and you and an Account in the Service).

Registered Users:

After successfully creating an Account, you may invite other resources to use the Service in relation to the registered Account (each such resource being a Registered User). You:

  1. must ensure that your Registered Users comply with all provisions of these Terms applicable to you as if they were a party to these Terms;

  2. are responsible for all use of the Service through the registrations and passwords of your Registered Users as if such use was use by you; and

  3. acknowledge that we will not be responsible for any misuse of the Service by your Registered Users.

Subscriptions

Some parts of the Service are billed on a Subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a monthly basis, when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or HiveManager Limited cancels it. You may cancel your Subscription renewal through your online Account page.

A valid credit card is required to process the payment for your Subscription. You shall provide HiveManager Limited with accurate and complete billing information including valid payment method information. By submitting such payment information, you automatically authorize HiveManager Limited to charge all Subscription fees incurred through your Account to any such payment instruments.

If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your Account with the updated information that we obtain.

Fees

Subscription fees are based on the number of apiaries registered to the Account at the beginning of each Billing Cycle. The automatic renewal amount charged each month, for the current billing cycle will be based on the number of apiaries registered to the Account at the end of the previous billing cycle.

Unless stated otherwise, all fees and charges stated on our Website or advised to you will be exclusive of local taxes.

Free Trial

HiveManager Limited may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").

You will be required to enter your billing information in order to continue using the service at the end of the Free Trial period.

If you do enter your billing information, you will not be charged by HiveManager Limited until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Account, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

If no billing information has been entered by the end of the last day of the Free Trial period, the Account will be suspended.

At any time and without notice, HiveManager Limited reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes

HiveManager Limited, in its sole discretion and at any time, may increase any of our fees or alter the basis on which they are calculated with effect from the start of any Renewal Period. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

HiveManager Limited will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to cancel your Account before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Accounts

When you create an Account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Data

Beekeeping Data means any data, information or content relating to your Account including data associated with Properties, Apiaries, Hives, Boxes and Drums.

Input of Data:

You must take reasonable steps to ensure that all Beekeeping Data you enter into the Service is correct and accurate.

  1. You acknowledge and agree that we will have access to all Beekeeping Data

  2. You must ensure that the Beekeeping Data does not contain any content which infringes another person's Intellectual Property or which is offensive, obscene, defamatory, discriminatory, inappropriate or contrary to any applicable laws. In the event that you breach this clause, without limiting any of our other rights or remedies, we may remove the relevant content from the Service.

Sourcing Beekeeping Data from Third Parties:

We may collect your Beekeeping Data from a third party and enter that Beekeeping Data into the Service, if:

  1. we have a data sharing or licence arrangement in place with that third party; and

  2. your Service settings provide, or you have otherwise confirmed, that you authorise us to collect that Beekeeping Data from that third party and you agree to pay our applicable fees (if any) for collecting and entering that Beekeeping Data into the Service.

No Liability for Beekeeping Data Sourced from Third Parties:

We will not be responsible or liable for any Losses suffered or incurred by you as a result of any Beekeeping Data which we source from a third party and enter into the Service being incorrect or incomplete.

Data Ownership:

As between you and us, you own all Intellectual Property in your Beekeeping Data and any information or data the Service generates for you based solely on the input of your Beekeeping Data (Generated Beekeeping Data).

Third Party Rights:

Nothing in these Terms will affect any rights a third party may have in your Beekeeping Data and/or Generated Beekeeping Data. As such we do not guarantee or warrant that the rights provided to you will result in you owning, as against third parties, any Intellectual Property in your

Beekeeping Data or Generated Beekeeping Data.

Data Licences:

You grant to us a non-exclusive, worldwide, perpetual, sub-licensable licence to use, store, modify and copy:

  1. your Beekeeping Data and Generated Beekeeping Data in order to provide the Service to you and to exercise or enforce any of our rights and remedies under these Terms; and

  2. your Beekeeping Data in order to aggregate that Beekeeping Data with other data (including data relating to other Service users and their Beekeeping Data).

Sharing Your Data

We will not disclose or share your Beekeeping Data or Generated Beekeeping Data held in the Service except:

  1. where we are required by law to do so;

  2. to our subcontractors and sales agents (including our hosting provider) or as otherwise reasonably required to provide the Service to you;

  3. to any person to whom we assign, or are proposing to assign, any of our rights under these Terms;

  4. to the extent that it forms part of Aggregated Data and that Aggregated Data is being disclosed or shared;

  5. as required to enable you to communicate, directly or indirectly, with third parties via the Service, including where you elect to share your Beekeeping Data and/or Generated Beekeeping Data with other HiveManager Service users; or

  6. where your HiveManager Service settings provide that we may disclose or share, or you have otherwise consented to us disclosing or sharing, your Beekeeping Data or Generated Beekeeping Data to or with a third party, or Third Party Product Provider

Data Hosting:

Your Beekeeping Data and Generated Beekeeping Data stored in the Service will be hosted on our hosting provider's servers. While we have entered into appropriate arrangements requiring our hosting provider to keep your Beekeeping Data and Generated Beekeeping Data secure and confidential, we cannot guarantee that there will never be, and accordingly will not be liable to you for, any unauthorised access to, or loss of, your Beekeeping Data and/or Generated Beekeeping Data.

Aggregated Data:

As between you and us, we own all Intellectual Property arising from our creation of the Aggregated Data and in the Aggregated Data itself. The following provisions apply to the use of Aggregated Data:

  1. We may publish, disclose, provide, use, license, sell, distribute and exploit the Aggregated Data in any form and in any manner.

  2. We will not publish, disclose or provide any Aggregated Data in a form where you, your Registered Account information or geographic location information contained in Beekeeping Data is specifically identified.

  3. We will also take reasonable steps to ensure that your Beekeeping Data and Generated Beekeeping Data cannot readily be identified in, or extracted from, the Aggregated Data. If you can demonstrate to our satisfaction that your Beekeeping Data or Generated Beekeeping Data can be identified in, or extracted from, the Aggregated Data, we will take reasonable steps to correct this.

  4. You and your Registered Users may use Aggregated Data for the Permitted Purpose. You may not otherwise use or publish, disclose, provide, license, sell, distribute or exploit the Aggregated Data.

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of HiveManager Limited and its licensors. The Service is protected by copyright, trademark, and other laws of both New Zealand and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of HiveManager Limited.

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by HiveManager Limited.

HiveManager Limited has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that HiveManager Limited shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

You many terminate your Account and the associated Subscription at any time by selecting Cancel Account on the Account page.  Upon termination, your right to use the Service will immediately cease along with all associated Registered Users

We may terminate or suspend your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if:

(a) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);

(b) you fail to make the timely payment of fees for the Service;

(c) you materially breach any provision of the Terms, and (i) the breach cannot be corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of the notice;

(d) you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Service);

(e) you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Service);

(f) we are required to do so by law (for example, where the provision of the Service is, or becomes, unlawful);

(g) we elect to discontinue the Service, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law)

Consequences of Termination

On termination of your Account and associated Subscription for the Service:

  1. Your rights, and those of Registered Users, to access and use the Service will cease.

  2. We may, at our discretion, retain and subsequently at any time delete, your data stored in the System. For the avoidance of doubt, termination will not affect any of our rights under these Terms to deal with Aggregated Data containing your Beekeeping Data.

  3. Any fees which we were entitled to, on or prior to the date of termination, but which have not been paid, will remain payable.

Suspension For Failure To Make Timely Payment

If we have not received valid billing information or been able to successfully process payment for the monthly Subscription on the initial payment date or renewal date, we will suspend your Account.

Your rights, and those of Registered Users, to access and use the Service will cease once your Account is suspended.

If your Account is suspended, you will retain access to add or edit valid billing information that will enable us to successfully process payment for the overdue monthly Subscription balance. Once the relevant non-payment has been made in full, we will lift the suspension and allow access again to the Service by you and all Registered Users.

Limitation Of Liability

In no event shall HiveManager Limited, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

HiveManager Limited its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Governing Law

These Terms shall be governed and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Entire Agreement:

These Terms and the documents and information referred to in these Terms record the entire understanding and agreement between you and us relating to the matters dealt with in these Terms, and supersede all previous understandings or agreements (whether written, oral or both) relating to these matters.

Contact Us

If you have any questions about these Terms, please contact us at support@hivemanager.app.