Web Site Terms and Conditions of Use


(a) 1. Terms
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.

(b) 2. Use License
Please refer to  INTELLECTUAL PROPERTY LICENSING AGREEMENT Section below

Permission is granted to temporarily download one copy of the materials (information or software) on New Zealand Avocado’s web site for personal, non-commercial transitory viewing only or agreed commercial activity for the medium and duration specified on the download form. Terms and conditions specified below in the INTELLECTUAL PROPERTY LICENSING AGREEMENTbelow.

(c) 3. Disclaimer
The materials on New Zealand Avocado’s web site are provided “as is”. New Zealand Avocado makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, New Zealand Avocado does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

(d) 4. Limitations
In no event shall New Zealand Avocado or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on New Zealand Avocado’s Internet site, even if New Zealand Avocado or a New Zealand Avocado authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

(e) 5. Revisions and Errata
The materials appearing on New Zealand Avocado’s web site could include technical, typographical, or photographic errors. New Zealand Avocado does not warrant that any of the materials on its web site are accurate, complete, or current. New Zealand Avocado may make changes to the materials contained on its web site at any time without notice. New Zealand Avocado does not, however, make any commitment to update the materials.

(f) 6. Links
New Zealand Avocado has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by New Zealand Avocado of the site. Use of any such linked web site is at the user’s own risk.

(g) 7. Site Terms of Use Modifications
New Zealand Avocado may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

(h) 8. Governing Law
Any claim relating to New Zealand Avocado’s web site shall be governed by the laws of New Zealand without regard to its conflict of law provisions.

General Terms and Conditions applicable to Use of a Web Site.

Privacy Policy

Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy.

  • Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.

  • We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.

  • We will only retain personal information as long as necessary for the fulfillment of those purposes.

  • We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.

  • Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.

  • We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

  • We will make readily available to customers information about our policies and practices relating to the management of personal information.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.


Intellectual Property Licensing Agreement

Dated the 10th of April 2019

NZ AVOCADO INDUSTRY LIMITED ‘NZ AVOCADO’

INTRODUCTION 

A. NZ AVOCADO is the owner of the intellectual property set out in Schedule 1 of this licence. 
B. The Licensee is to be granted the right to use the Intellectual Property on the terms set out in this licence.

LICENCE

2. DEFINITIONS

 

2.1

In this licence:

Intellectual Property” means the intellectual property set out in Schedule 1 to this licence (as amended by NZ AVOCADO from time to time), including any adaptations, modifications, additions or alterations to the Intellectual Property.

Products” means avocados grown in New Zealand, or products made from avocados grown in New Zealand, or recipes containing avocados grown in New Zealand.

Territory” means Republic of Korea

3. GRANT OF LICENCE

 

3.1

2.1 Grant: NZ AVOCADO grants to the Licensee a royalty free, non-exclusive, licence to use the Intellectual Property within the Territory in connection with the Product on the terms and conditions set out in this licence.  This licence is personal to the Licensee.  The Licensee may not assign or transfer its rights under this licence or grant any sub-licence of those rights. 

4. CONDITIONS OF USE

 

4.1

Conditions: The Licensee shall be entitled to use the Intellectual Property on the following basis:

(a) The Intellectual Property may only be used in connection with the promotion and marketing of the Products.  No other use of the Intellectual Property is permitted.

(b) Without limiting paragraph (a), the Licensee must not use the Intellectual Property in connection with the marketing or sale of avocados or avocado products in relation to avocados that are not grown in New Zealand;

(c) The Intellectual Property shall at all times belong to NZ AVOCADO;

(d) The Intellectual Property shall not be reproduced or altered without prior consent from NZ AVOCADO;

(e) The Licensee shall comply with NZ AVOCADO’s guidelines and requirements that are communicated to the Licensee from time to time in writing regarding the use of the Intellectual Property [(including the protocols for use in existence at the date of this agreement as attached as Schedule 1)];

(f) The Licensee acknowledges that it shall not acquire any title to, or proprietary interest in, the Intellectual Property by virtue of the Licensee’s use of the Intellectual Property.  Without limiting the foregoing, all use of any trade mark by the Licensee shall accrue to the benefit of NZ AVOCADO;  

(g) The Licensee shall not, and shall ensure that its employees, contractors and agents shall not, at any time do any act or thing (including, without limitation, obtain any form of registration) which may in any way impair NZ AVOCADO’s rights in relation to the Intellectual Property;

(h) The Licensee shall comply with all of NZ AVOCADO’s reasonable requirements as communicated to the Licensee from time to time in relation to the protection of NZ AVOCADO’s rights in the Intellectual Property.  If NZ AVOCADO so requires, the parties shall co-operate in making application for registration of the Licensee as permitted user for such of the trade marks (if any) as may be registered;

(i) The Licensee shall not grant any rights in respect of the Intellectual Property to any third party (including, without limitation, by way of assignment, transfer, subcontract, sub-licence, declaration of trust, charge or any form of encumbrance or adverse interest);

(j) The Licensee shall not do any act or omit do anything where such act or omission may, in any way, adversely affect the goodwill associated with the Intellectual Property, or which may bring NZ AVOCADO or the Intellectual Property into disrepute;

(k) The Licensee shall notify NZ AVOCADO if it becomes aware of any actual or threatened infringement of the Intellectual Property or if it becomes aware that the Intellectual Property is being used by any party in a manner that is inconsistent with the terms of this licence;

(l) The Licensee shall use its best endeavours at all times to create, promote and retain the goodwill associated with the Intellectual Property;

(m) The Licensee shall use all reasonable commercial endeavours at all times during the term of this licence to create demand for, and to promote and sell, the Products]; and

(n) The Licensee shall comply with all laws, including all applicable standards, regulations, licences and approvals in respect of the promotion, marketing and sale of the Products.

5. APPROVALS

 

5.1

It is a condition of the Licence Agreement that the Licensee submits to NZ AVOCADO for approval in writing all proposed reproductions of the Intellectual property outlined in Schedule 1.  

(a) Application for approval must include a proof of the material, description of use including country where intellectual property will be used, timeframe of use, volumes to be distributed and indication of Licensee deadline to submit material for final production. 

 

5.2

Approval timeframe is at the discretion of NZ AVOCADO; however Licensee should submit application at least 10 working days prior to final production deadline.

6. TERMINATION

 

6.1

Default Events: NZ AVOCADO may terminate this licence: 

(a) immediately by written notice to the Licensee if the Licensee:

(i) breaches, or fails to properly or promptly perform, any of its obligations under this licence, and does not remedy that failure within 7 days after receiving written notice from NZ AVOCADO requiring the failure to be remedied; or

(ii) breaches a material obligation under this licence which is incapable of remedy; or

(iii) purports to assign, transfer or otherwise dispose of any right or
interest granted under this licence; or 

(iv) a receiver or liquidator is appointed in relation to the Licensee or any of its assets; or 

(v) the Licensee is unable to pay its debts as they fall due; or

(b) at any time without cause by giving no less than three months’ notice in writing to the Licensee.

 

6.2

Consequences of Termination: Upon termination of this licence the Licensee shall immediately cease all use of the Intellectual Property.  The Licensee shall not at any time after the termination of this licence use any name, brand, trade mark, logo, get up or design that is similar to any of the Intellectual Property.

7. MISCELLANEOUS

 

7.1

Continuing Obligations: Termination of this licence shall be without prejudice to any provisions of this licence which by their nature are intended to survive termination.

 

7.2

Entire Agreement: This licence records the entire agreement between the parties concerning its subject.  

 

7.3

Variations: Other than amendments made by NZ AVOCADO to the Schedules, this licence may only be amended by agreement in writing signed by the parties. 

 

7.4

No waiver: No waiver of any breach, or failure to enforce any provision, of this licence at any time by NZ AVOCADO shall in any way affect, limit or waive NZ AVOCADO’s right to later enforce the provisions of this licence.

 

7.5

Governing Law:  This licence shall be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

 

7.6

Counterparts: This licence may be executed in any number of counterparts (including facsimile or scanned PDF counterpart), each of which shall be deemed an original, but all of which together shall constitute the same instrument.  No counterpart shall be effective until each party has executed at least one counterpart. 

Schedule 1

All content and IP on the site https://www.nzavocadoresources.co.nz/