TERMS OF SERVICE (as at 23/03/2021)

1. INTRODUCTION
   1. Welcome to Pure Advantage’s website https://pureadvantage.org (“Site”).  Pure Advantage Incorporated is a charity registered in New Zealand, with the registration number CC54861, and having its registered office in PO Box 99421, Newmarket, Auckland 1149, New Zealand.  It provides sustainability research and champions environmentally focused economic business models as the best way for New Zealand to become a world leading, climate positive, economically thriving and socially just society, maintains and updates the Site, publishes third-party content at its sole discretion (Content), publishes a newsletter, from time to time (together the “Services”).
   2. You are agreeing to these Terms of Service with Pure Advantage Incorporated and the Site and Services provided by Pure Advantage and any of its subsidiaries or affiliates (as the case may be) (“Pure Advantage”, “we” or “us”).
   3. If you are using the Site or Services on behalf of an organisation, you are irrevocably agreeing to these Terms for your organisation and promising to Pure Advantage that you have the authority to bind that organisation to these Terms (in which event, “you” and “your” will also refer to that organisation) unless that organisation has a separate contract in effect with us, in which event the terms of that contract will govern your use of the Services.
   4. This document, the Terms of Service (“Terms”), outlines the terms regarding your use of the Site and Services. These Terms are a legally binding contract between you and Pure Advantage so please read carefully. If you do not agree with these Terms, do not continue to access the Site or register or use any of the Services.
   5. The Site, include products including any applications, mobile, software, additional websites or other properties owned or operated by the Group. You acknowledge and agree that the Site is not to be used for any purpose other than for researching into and enquiring about the Services.
   6. In exchange for you complying with the Terms at all times, we grant you a non-exclusive, non-transferable worldwide licence to use and access the Services and Site on the terms set out herein.
2. PRIVACY
   1. Through your use of the Site or Services, we collect certain information about you in accordance with our Privacy Policy.  You acknowledge your use of the Site or Services is subject to our Privacy Policy and understand that it sets out how Pure Advantage collects, stores and uses certain information.
3. CHANGES TO THESE TERMS
   1. We reserve the right to modify these Terms at any time. We will post the most current version of these Terms on the Site.
   2. If we make any material changes to these Terms, we will notify you of any such changes on the Site or through the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using the Site and Services. Continued use of the Site or Services after we notify you of such changes is deemed acceptance of the updated terms.
4. YOUR ACCOUNT
   1. In order to upload Content onto the Site you may be required to obtain an account by completing a registration form and designating a password.  We reserve the right to review all Content, and any decision to publish Content on the Site will be in our sole discretion. Any information you provide must:
      1. be true, current and complete; and
      2. be maintained to ensure it continues to be true, current and complete.
   2. You are solely responsible for all materials, information and Content that you upload, provide, post or otherwise transmit through the Site and Services, in accordance with the Acceptable Use Policy set out in section 13 below and these Terms.
   3. By logging into the Site using your Facebook login details, you acknowledge that Facebook may collect information from you in accordance with its privacy policies.  Facebook may also provide Pure Advantage with certain information, including information about your device, the websites you visit, purchases made, the advertisements you encounter and/or how you use the Site and the Services.
   4. Only you may use or access your account and you are solely responsible for your account. If you become aware of any unauthorised access or use of the Site or Services or your account you must promptly contact us at info@puradvantage.org.
5. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
   1. By providing your details to use the Site or Services, you agree to us sending you information regarding the Site or Services and other promotional material in accordance with the Privacy Policy such  as:
      1. notices about use of the Site or Services, including notices of violations of use;
      2. information regarding the solicitation of donations and/or volunteers;
      3. information about the use of media space available on the Site;
      4. information in relation to any advocacy opportunities or arrangements;
      5. updates to the Site or Services and new features or products; and
      6. promotional information and materials regarding Pure Advantage’s products and Services and any products or services of our affiliates, related parties or any third party in accordance with the Privacy Policy.
   2. You can review your settings in your account to control the messages you receive from us or unsubscribe by following the instructions in the message.
   3. Notices emailed to you will be considered given and received when the email is sent. If you don’t consent to receive notices (other than promotional materials) electronically, you must stop using the Services.
6. SERVICES
   1. There may be issues with the functionality and provision of the Site from time to time.
   2. We can make any changes, updates or enhancements to the Site or Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Site and/or Services altogether. To the extent you were able to and have uploaded Content to the Site, Pure Advantage is not responsible for any losses of the Content.
   3. You agree to indemnify, pay the costs of defence, and hold us harmless from any claims, liabilities, or damages related to or arising out of data you submitted to us or posted on our Site or through our Services. This section shall supersede any provision, communication, representation, warranty, or agreement to the contrary in any of our relationships.
7. CONTENT
   1. If the Services allows for the uploading and storage of Content and you decide to upload any Content on the Site, the Content and any other information uploaded to your account remains your property.
   2. You are responsible for any Content or information provided to us that may be placed in your account(s) or shared through the Services.
   3. By submitting user Content and/or providing information to us, you grant Pure Advantage (as well as its agents or service providers acting on its behalf) to provide the Services or Site a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide licence to reproduce, prepare derivative works, distribute copies, perform, or publicly display your Content and any other information provided in any medium and for any purpose, including commercial purposes, and to authorise others to do so.
   4. You agree, represent and warrant that you have all rights to submit anything you post, and that your Content and/or any information provided does not violate any law or these Terms, or the copyright, trademark, trade secret, privacy, rights of publicity, or any other personal or proprietary right of any other party, person, or entity.
   5. We do not:
      1. take any responsibility, or;
      2. expressly or implicitly endorse; and / or
      3. assume any liability,

for any Content or information submitted by you to us.

1. 1. You agree to indemnify, pay the costs of defence, and hold us harmless from any claims, liabilities, or damages related to or arising out of content you submitted to us or posted on our site or through our Services. This section shall supersede any provision, communication, representation, warranty, or agreement to the contrary in any of our relationships.
2. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
   1. Pure Advantage respects the intellectual property and copyright of others and requires your use of our Site and Services to comply with all copyright and intellectual property laws. You are strictly prohibited from using the Site and/or Services to infringe copyright or intellectual property.  You shall not upload, download, store, share, display, stream, distribute, email, link to, transmit, share or otherwise make available any files, data, or content that infringes any copyright, intellectual property or other proprietary rights of any person or entity.
   2. If you believe your copyright-protected work has been posted or shared on or through the Site or Services without your permission, Pure Advantage provides a mechanism to submit copyright takedown notifications.  If you receive notice that any Content or information you have posted, shared or provided was taken down and you believe such take-down was improper, you may submit a counter-notice.

CAUTION: THERE ARE LEGAL CONSEQUENCES FOR IMPROPERLY POSTING, SHARING OR PROVIDING CONTENT FOR WHICH YOU DO NOT HAVE RIGHTS AS WELL AS FOR SUBMITTING AN IMPROPER NOTICE OR COUNTER-NOTICE.  IF YOU ARE UNSURE WHETHER YOU HOLD RIGHTS TO A PARTICULAR WORK OR IF A WORK YOU BELIEVE IS IMPROPERLY POSTED, SHARED OR PROVIDED MAY OTHERWISE BE PERMITTED BY LAW, SUCH AS UNDER THE “FAIR USE” DOCTRINE, PLEASE CONSULT A LEGAL ADVISOR.

1. COPYRIGHT INFRINGEMENT NOTICES
   1. Pure Advantage will respond to notices of alleged copyright infringement that comply with applicable laws and are properly provided to us. If a party believes that its Content has been copied or used in a way that constitutes copyright infringement, please provide us with the following information:
      1. a physical or electronic signature of the copyright owner and if applicable a person authorised to act on their behalf;
      2. identification of the copyrighted work claimed to have been infringed;
      3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material including the exact URL link to that material on Pure Advantage;
      4. your contact information, including your address, telephone number, and an email address;
      5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
      6. a statement that the information in the notification is accurate, and, under penalty of perjury (unless applicable law says otherwise), that you are authorised to act on behalf of the copyright owner.
   2. We reserve the right to delete or disable any Content or other materials that are alleged to be infringing without prior notice, at our sole discretion, and without liability to you. We may also terminate your account in our sole discretion.  Our designated contact for notice of alleged copyright infringement is: info@puradvantage.org.
2. COPYRIGHT COUNTER NOTICES
   1. Pure Advantage will process all takedown notices in good faith acceptance of the representations from the party submitting the takedown notice. We are not required to review the material before processing the takedown notice.
   2. If you believe that access to Content or information you have uploaded has been wrongly disabled because it was the subject of an incorrect takedown notice you may file a counter-notice.  A counter-notice should only be filed where you are confident that no other party owns copyright in the material, or that you have all requisite rights to store and/or share the material (as applicable).
   3. You acknowledge and agree that:
      1. on receipt of a counter-notice, we may pass it, including your address and other contact information, to the party who issued the original takedown notice. By submitting a counter-notice you have expressly authorised us share this information;
      2. by filing a counter-notice this may lead to legal proceedings between you and the complaining party;
      3. there may be adverse legal consequences in the jurisdiction they are located in and/or your jurisdiction if you make a false or bad faith allegation by using this process; and
      4. if, in the counter-notice process, you make a false or bad faith allegation or otherwise breach these Terms or any of our policies and that causes us any loss, costs (including legal costs), damages or other liability, we reserve the right to claim for and recover from you that loss, those costs (including full legal costs on a solicitor client basis), damages and other liability, by deduction from any balance in our account and/or by proceedings in any jurisdiction where such costs arise.
   4. This counter-notice process is voluntary and by providing such a regime, we do not submit to any jurisdiction, law, tribunal or court other than as set out in these Terms. We may amend, suspend or withdraw this counter-notice process at any time, provided that any counter-notices in train at that time shall continue to be processed.
   5. By filing a counter-notice, you are deemed to have accepted the above terms. If you do not accept the above terms, do not file a counter-notice.
   6. To file a counter-notice with us, you must provide a written communication to info@puradvantage.org that includes the following:
      1. identification of the specific URL(s) of material that has been removed or to which access has been disabled;
      2. your full name, address, telephone number, email address and the username of your Pure Advantage account;
      3. the statement: “I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”;
      4. the reasons for that good faith belief set out in (c) above is sufficient to explain the mistake or misidentification to the person who filed the original takedown notice;
      5. the statement “I will accept service of proceedings in the jurisdiction where my address in this counter-notice is located, or from the person who provided Pure Advantage with the original copyright takedown notice or an agent of such person”;
      6. your signature. A scanned physical signature or usual signoff in an email or using our webform will be accepted; and
      7. any other comments you believe are necessary.
   7. We will only accept a counter-notification directly from the user from whose account a URL or file has been disabled. For verification, counter-notifications must be submitted from the email address associated with the account.
   8. If we do not receive any further communication from or on behalf of the person who originally submitted the takedown notice or any communication we do receive does not in our sole opinion adequately justify the original takedown notice, we may, but shall not be obliged to, reinstate the material in approximately 10-14 days provided we have no reason to believe that the material infringes copyright.
   9. Nothing in this counter-notice section prejudices our right to remove or disable access to any material at any time, for any reason or no reason.
3. OTHER INFRINGEMENT NOTICES
   1. If you consider there has been some other infringement or breach of these Terms or laws and wish to file a complaint, send it to info@puradvantage.org.  We will generally require the same amount of detail as set out above for copyright infringement notices.
4. CONTENT STORAGE
   1. By using and accessing the Site and Services, you understand and agree to the storage of any Content and any other personal information is in New Zealand and other such jurisdictions where our service providers may process or store such information, including but not limited to the United States of America. You acknowledge and agree that the Services (including Content) can be accessed globally and may be subject to laws of the relevant jurisdiction and that nothing prohibits the processing of information by Pure Advantage in any jurisdictions globally.
5. ACCEPTABLE USE POLICY
   1. You agree you will not, nor will you encourage or assist others to harm the Site or Services or use the Site or Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organisation or Pure Advantage and/or to build a similar services or websites similar to the Site or Services. You agree you will not:
      1. damage, disable, burden, impair, obscure, or decompile, disassemble or remove anything from the Site or Service (or any network connected to such);
      2. reverse engineer, resell or redistribute the Site or Services or any part thereof;
      3. modify, reroute, or gain access to the Site or Services or attempt to carry out these activities otherwise than as provided for in these Terms;
      4. use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Pure Advantage) to access or use the Site or Services;
      5. rent, lease, pledge or otherwise dispose of anything on the Site or Services;
      6. use the Site or Services beyond the features allocation and amounts provided from time to time or in violation of the Acceptable Use Policy;
      7. use the Site or Services to violate any law of distribute malware or malicious Content; and/or
      8. distribute, post, share information or Content you don’t have the right to or is illegal.
   2. You may use any information, resources and functionality available on the Site for research purposes, to volunteer with, donate to, and/or pursue any advocacy opportunities with, Pure Advantage, and/or to receive the Services.
   3. As part of our efforts to protect the Site and Services, or our stakeholders, or to stop you from breaching these Terms we retain the right to block or otherwise prevent your use of the Site and Services, and to prevent the delivery of any type of file, email or other communication to or from the Services.
   4. We also reserve the right to deactivate, change and/or require you to change your user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services (if any).
6. SUSPENSION AND TERMINATION OF SERVICES
   1. We reserve the right to suspend or terminate your access to the Site and Services at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored on the Site or through the Services.
7. THIRD PARTY SERVICES
   1. Pure Advantage may decide to make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”).  These Third-Party Products are not necessary for the use of the Services and your use (and any exchange of any information, license, payments etc, are between you and the third party provider) is solely between you and the applicable third party provider. Pure Advantage makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.
   2. If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third party provider.
8. PURE ADVANTAGE PROPRIETARY RIGHTS
   1. All content and information relating to or of the Site and Services, including but not limited to logo, design, text, software, intellectual property, technical drawings, configurations, graphics, other files, and their selection and arrangement confidential information belongs to Pure Advantage, and/or its suppliers, affiliates or licensors, and you acknowledge that Pure Advantage and its affiliates own or have rights to all content and information relating to or of the Site and Services, exclusively.
   2. Pure Advantage or its licensors own and reserve all right, title and interest in and to the Site and/or Services and all hardware, software and other items used to provide the Site and/or Services, other than the rights we expressly grant to you to use the Site and/or Services and Pure Advantage confidential information. No title to or ownership of any proprietary rights related to the Site, Services or Pure Advantage confidential information is transferred to you pursuant to these Terms.
   3. If you provide feedback, comments, suggestions and recommendations to Pure Advantage about the Site or Services, you are automatically assigning any such rights to this information to Pure Advantage.
9. NO WARRANTY OR CONDITIONS
   1. To the extent permitted by law, pure advantage and its affiliates (and associated service providers):
      1. provide the services on an “as is”, “with all faults” and “as available” basis;
      2. make no representations or  warranties or conditions whether  express or implied of any type whatsoever, including but not limited to warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non- infringement in relation to the site and services; and
      3. do not guarantee that use of the site or services will be uninterrupted, error- free or free of harmful components, nor that the content will be secure or not otherwise lost or damaged.
   2. If you are dissatisfied with any portion of the site or service or with these terms, your sole and exclusive remedy is to discontinue use of the services.
10. INDEMNIFICATION
    1. To the extent permitted by law, you will defend Pure Advantage against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Site or Services:
       1. infringes a registered patent, trademark, or copyright of a third party, or misappropriate a trade secret (to the extent that such misappropriation is not the result of Pure Advantage’s actions); or
       2. violates any applicable law or these Terms.
    2. Pure Advantage will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
11. LIMITATION OF LIABILITY
    1. To the extent permitted by law, neither pure advantage nor any of affiliates, resellers, officers, employees, agents, suppliers or licensors will be liable for any direct, indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, including but not limited to contract, tort, equity, warranty, negligence or otherwise, even if pure advantage has been advised as to the possibility of such damages. The aggregate liability of Pure Advantage and its affiliates, officers, resellers, employees, agents, suppliers or licensors, relating to the services will be limited to one hundred New Zealand dollars (NZD$100), irrespective of whether this remedy fully compensates you for any losses or fails of its essential purpose.
    2. Some jurisdictions do not allow the limitation of incidental, consequential or other damages. in such an event where that jurisdiction applies, this limitation will not apply to you to the extent prohibited by law.
12. GOVERNING LAW
    1. You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.
    2. These Terms, including the interpretation and rights and obligations hereunder, will be governed by and construed in accordance with the laws of New Zealand.
13. GENERAL TERMS
    1. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, those terms will be replaced with similar terms to the extent enforceable under New Zealand law, but the rest of these Terms will remain in effect.
    2. We may assign, transfer, or otherwise dispose our rights and obligations under these terms, in whole or in part, at any time without notice. You may not assign these terms or transfer any rights to use the Site or Services, unless agreed by Pure Advantage in writing.
    3. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance rather, the same provisions will remain in full force and effect.
    4. For the purposes of the Contract and Commercial Law Act 2017 the agreements and undertakings set out in these Terms as given by you are given for the benefit of Pure Advantage and any of its subsidiaries or affiliates (as the case may be), and are enforceable at the suit of either or any of them.
    5. Where you are party to any other agreement or arrangement with us, and there are inconsistencies between these Terms and the terms of the other agreements or arrangements, these Terms shall be modified to give effect to the terms of the other agreements or arrangements.