END USER LICENCE AGREEMENT FOR ACCESS TO DATA
This End User Licence Agreement (EULA) is entered into between Auckland Transport (AT) and you (as an individual or other legal entity) (Licensee) for any data or information you obtain from www.at.govt.nz (AT Website), whether directly or indirectly (Data). The Data is licensed by AT to you for use only in accordance with the terms and conditions set out below (Terms and Conditions). You must read the Terms and Conditions carefully before indicating your acceptance of them by ticking the "I agree to the terms and conditions" box below. If you do not tick this box, you will not be permitted to use or download the Data. You will be required to accept the Terms and Conditions (by ticking the "I agree to the terms and conditions" box) each time you wish to use or download the Data.
1. Grant of licence
1.1 AT grants the Licensee a non-exclusive, non transferable licence to download and use the Data upon the Terms and Conditions. For the avoidance of doubt, provided that the Licensee otherwise complies with the Terms and Conditions, the Licensee may incorporate the Data into a product created by the Licensee (Licensee Product) and any third party using that Licensee Product may use the Data as part of that third party's use of the Licensee Product.
1.2 The Licensee agrees that:
(a) it will only download and use the Data for lawful purposes and not for any purpose(s) that AT may from time to time exclude (and which AT will advise through placing notice on the AT Website not less than [5 days] prior to the exclusion applying );
(b) AT owns all copyright and other intellectual property rights of whatever nature capable of being owned or held in the Data and whether those rights are in existence now or arise at any time in the future.
1.3 The Licensee must not provide a facility as part of any systems it offers to third party users (End Users) that:
(a) will result in the End Users, while using the Licensee's system, downloading Data from the AT Website directly; or
(b) will result in the system it offers making enquiries of the AT Website to enable the system to respond to enquiries from the End Users.
2. Licence fee
2.1 AT does not currently charge a fee to download and/or use the Data, but it reserves the right to charge a fee at any time in the future upon prior written notice which AT will advise through placing notice on the AT Website not less than [5 days] prior to the charges applying. For the avoidance of doubt, any future charging will not be retrospective.
3. Warranties and limitation of liability
3.1 The Licensee agrees that:
(a) AT is not responsible for interference with or prevention of the Licensee's access to and/or use of the Data;
(b) AT does not make any representation or warranty (express or implied) as to the accuracy or completeness of the Data;
(c) AT does not warrant that the quality of the Data will meet the Licensee's requirements and/or expectations; and
(d) the use of the Data is entirely at the Licensee's own discretion and risk. In the event that the Licensee distributes the Data to any third party, the Licensee, must ensure that such third party is aware of the limitations of liability and exclusion of warranties set out in the Terms and Conditions (including, but not limited to, the requirement that any use of that Data is undertaken entirely at the risk of the party accessing or using it) and agrees to be bound by the Terms and Conditions.
3.2 AT, to the fullest extent permitted by law, specifically disclaims any and all warranties, representations or conditions, express, implied, statutory or otherwise including (without limitation) any implied warranty or condition of merchantability, non-infringement or fitness for a particular purpose, or that use of the Data (including in any manner specifically required under this the Terms and Conditions) will comply with the applicable laws and relevant regulatory requirements in any place of use.
3.3 In no circumstances will AT, or its employees, officers and affiliates, be liable for any direct, indirect, incidental, consequential or special loss or damages (including, but not limited to, damages for loss of business profits, savings, revenue, business interruption, loss of business information, data, goodwill or other pecuniary loss) under any cause of action or theory of liability arising out of the Terms and Conditions or the use, or inability to use, the Data, irrespective of whether AT has been advised of the possibility of such loss or damage.
3.4 Where the Licensee is downloading and/or using the Data for business purposes, the provisions of the Consumer Guarantees Act 1993 are excluded and will not apply.
4.1 The Licensee agrees to indemnify AT, and its employees, officers and affiliates, against any loss, damage, liability, expense, cost or charge (including court costs and reasonable legal fees) arising from or incurred in connection with the Licensee's access to or use of the Data in breach of the Terms and Conditions or any claim by a third party who accesses or uses the Data through use of any product or service provided by the Licensee.
5.1 AT may, without any liability to the Licensee, terminate this EULA:
(a) if the Licensee breaches any provision of the Terms and Conditions by giving the Licensee written notice;
(b) at any time on 30 days' written notice, with or without cause.
5.2 Where AT terminates this EULA:
(a) the Licensee must immediately cease using the Data and destroy all copies of the Data in whatever form in the possession or control of the Licensee;
(b) any purchaser or end user of a Licensee Product (User), provided such purchase or commencement of such use of the Licensee Product occurred prior to termination, shall continue to have the right to use, as part of that User's use of the Licensee Product, any Data that existed on or prior to termination and has been incorporated into the Licensee Product prior to termination. For the avoidance of doubt, the User shall not be entitled to use any Data that has been incorporated into the Licensee Product following termination.
5.3 The Licensee may terminate this EULA at any time immediately by giving AT written notice.
6. Changes to the Terms and Conditions
6.1 The Terms and Conditions may be amended by AT from time to time without prior notice. AT will notify the Licensee of any such amendments by updating the "Last Updated" notice beside the "I agree to the terms and conditions" box.
6.2 If there is any conflict between the Terms and Conditions and the terms and conditions of any other agreement between AT and the Licensee, the Terms and Conditions will prevail.
7.1 The Terms and Conditions constitute the entire understanding and agreement of AT and the Licensee relating to the Data.
7.2 If any part of the Terms and Conditions is illegal, void or unenforceable, then it will be excluded so that the remaining provisions of this EULA will continue in full force and effect. Clauses 1.2(b), 3 and 4 of the Terms and Conditions will survive termination for any reason.
7.3 The Terms and Conditions is governed by and is to be construed according to the laws applicable in New Zealand. The provisions of the Terms and Conditions may not satisfy the laws of any other country.
EULA Last Updated: 24 October 2012[macroErrorLoadingPartialView]