TAS WEBSITE, DEVELOPER FORUM AND DEVELOPER PLATFORM TERMS


PLEASE READ THESE TERMS CAREFULLY

These Terms are intended to be legally binding on you and TAS. Your use of the TAS Website, the TAS Platform, TAS Products & Services or the Talent App Store will indicate your agreement to these Terms

THESE TERMS MIGHT CHANGE

From time to time, TAS may change these Terms and TAS will notify you of any changes by posting the changed Terms on the TAS Website. TAS may also change any features, content or functionality in relation to the TAS Platform, TAS Forum or TAS Website without your consent.

IF YOU DON'T AGREE WITH THE CHANGES TO THESE TERMS THEN YOU MUST STOP USING THE TAS PRODUCTS & SERVICES

"you" means you as an individual and the legal entity that you represent as an authorized employee or agent (if you are accessing the TAS Website, TAS Platform, TAS Forum, the Talent App Store or any of the TAS Products & Services in that capacity) and "your" has a corresponding meaning.

You confirm that TAS is entitled to assume that any person using the TAS Website, TAS Platform, TAS Forum or the Talent App Store under your username and password is you or someone doing so with your permission. You are solely responsible for any use of the TAS Website, TAS Platform, TAS Forum, the Talent App Store or any of the TAS Products & Services under your username and password, including all financial charges. If you believe someone has accessed the TAS Website, TAS Platform, TAS Forum, the Talent App Store or any of the TAS Products & Services using your username and password without your authorisation then you must immediately notify TAS of this or any other security breaches that you become aware of.

TAS Website


These Terms apply to anyone who visits the TAS Website

What you get


Access to browse the TAS Website

What you pay


Nothing

What you have to do


What TAS can do (but doesn't have to do)


Don't Blame TAS


TAS grants you rights to access the TAS Website for free on these Terms and on the basis that you Don't Blame TAS

TAS App Developer Platform and Forum


These Terms apply to anyone who sets up a 'TAS Developer Account' on the TAS Website

What you get


What you Pay TAS (API Fees)


What you have to do


What TAS can do (but has no obligation to do)


Don't blame TAS


DEFINITIONS


These definitions and other provisions below form part of these Terms

WARNING: THE INFORMATION, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE TAS PRODUCTS & SERVICES, INCLUDING ANY EMAIL OR HELP DESK COMMUNICATIONS AND REPLIES, MAY INCLUDE INACCURACIES AND ERRORS.

YOUR USE OF THE TAS PRODUCTS & SERVICES MAY NOT BE TIMELY, UNINTERRUPTED, ERROR-FREE OR OTHERWISE RELIABLE; THE TAS PRODUCTS & SERVICES MAY NOT BE ACCURATE, COMPLETE OR RELIABLE AND MAY CONTAIN VIRUSES AND OTHER HARMFUL COMPONENTS;

DEFECTS IN THE TAS PRODUCTS & SERVICES MAY NOT BE CORRECTED, EITHER QUICKLY, OR AT ALL;

TAS (OR ANYONE ELSE) MIGHT NOT CONTINUE TO OFFER AND MAKE AVALIABLE ANY OF THE TAS PRODUCTS & SERVICES; AND ANY USE OF ANY OF THE TAS PRODUCTS & SERVICES MIGHT NOT BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR ANYONE ELSE'S REQUIREMENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  1. UNDER NO CIRCUMSTANCES WILL TAS OR ANYONE IN THE TAS GROUP BE LIABLE TO YOU (OR TO ANYONE ELSE) FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED FROM OR THROUGH THE TAS PRODUCTS & SERVICES;
  2. YOUR USE OF THE TAS PRODUCTS & SERVICES WEBSITE IS AT YOUR SOLE RISK;
  3. THE TAS PRODUCTS & SERVICES IS PROVIDED "AS IS" AND "WITH ALL FAULTS"; AND
  4. EVERYONE IN THE TAS GROUP EXPRESSLY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, INCLUDING (WITHOUT LIMITATION) IN RESPECT OF QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, CONDITION, DESCRIPTION, MANUFACTURE, DESIGN OR PERFORMANCE WHETHER EXPRESS, IMPLIED BY COMMON LAW, LAW MERCHANT, TRADE USAGE, CUSTOM OR OTHERWISE OR STATUTORY IN RELATION TO THE TAS PRODUCTS & SERVICES.

You confirm to TAS that you are 'in trade' and agree with TAS that:

  1. the goods and services supplied under these Terms are supplied and acquired in trade within the meaning of the Fair Trading Act 1986 (New Zealand) and the Consumer Guarantees Act 1993 (New Zealand);
  2. everything supplied under these Terms (or the agreement that they reflect between TAS and you) to you will be acquired by you solely for your business purposes;
  3. the following statues and provisions will not apply to these Terms (or the agreement that they reflect between TAS and you) or to any Products and Services supplied under these Terms (or TAS's agreement with you):
    • The Consumer Guarantees Act 1993 (New Zealand);
    • Sections 9, 12A, and 13 of the Fair Trading Act 1986 (New Zealand); and
    • The United Nations Convention on Contracts for the International Sale of Goods;
  4. it is fair and reasonable to exclude the application of those statutes and provisions; and
  5. You acknowledge that you have had a reasonable opportunity to review these Terms, discuss these Terms with TAS, and receive advice from your legal advisors, if you wished to do so.

DESPITE ANYTHING ELSE CONTAINED IN THESE TERMS, ANY LIABILITY TO YOU BY ANYONE IN THE TAS GROUP IN RESPECT OF ANYTHING ARISING FROM OR TOUCHING OR CONCERNING THESE TERMS OR ANY OF THE TAS PRODUCTS & SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF STATUTORY DUTY, EQUITY OR OTHERWISE ARISING FROM ANY RELATIONSHIP WITH YOU (TAS LIABILITY) IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, BUT TO THE EXTENT THAT THE TAS LIABILITY CANNOT BE EXCLUDED BY LAW, OR TO THE EXTENT THAT THE EXCLUSION OF THE TAS LIABILITY WOULD RENDER THESE TERMS UNENFORCEABLE, YOU AGREE THAT THE MAXIMUM AMOUNT THAT YOU WILL EVER CLAIM AGAINST EVERYONE IN THE TAS GROUP (IN TOTAL) AND THE MAXIMUM AMOUNT THAT EVERYONE IN THE TAS GROUP (IN TOTAL) IS LIABLE TO YOU FOR IS ONE NEW ZEALAND DOLLAR OR THE NEXT LARGEST AMOUNT THAT WOULD BE NEEDED TO RENDER THESE TERMS (INCLUDING THESE EXCLUSION AND LIMITATION PROVISIONS) ENFORCEABLE FOR THE BENEFIT OF TAS.

DESPITE ANYTHING ELSE CONTAINED IN THESE TERMS, YOU AGREE THAT TAS IS NEVER LIABLE TO YOU (OR TO ANYONE ELSE) FOR ANY FAILURE OR DELAY IN THE PERFORMANCE OF TAS's OBLIGATIONS UNDER THESE TERMS TO THE EXTENT THAT THE FAILURE OR DELAY IS CAUSED, DIRECTLY OR INDIRECTLY, BY AN EVENT OUTSIDE THE REASONABLE CONTROL OF TAS.

THE FOREGOING EXCLUSIONS, LIMITATIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORM THE BASIS FOR TAS PROVIDING YOU WITH THE TAS PRODUCTS & SERVICES ON THESE TERMS.

including: means "including without limitation".

Intellectual Property:

IP: means any copyright, trade or service mark, trade or business name, logos and any other distinctive brand features, design, patent, semiconductor or circuit layout right, computer code (including source, library, object, and executable code), inventions and logical sequences, in all cases whether registered or unregistered and anywhere in the world.

TAS's IP: means IP owned or licensed by TAS relating to the TAS Website, the TAS Platform, the TAS Forum, and the Talent App Store, including the text, graphics, logos, icons, the software and any other material underlying or forming part of the TAS Website, TAS Platform, TAS Forum, and also including any TAS Apps.

TAS Free IP: means the TAS IP that TAS makes available to you from time to time in accordance with these terms for you to Use at no charge, or at no extra charge.

Use Of TAS IP: means that as soon as TAS agrees to you becoming a TAS Developer, TAS grants you a worldwide, fully paid-up, royalty-free, non-exclusive, revocable and non-transferrable right to Use the TAS Free IP (but not any TAS Apps) for the purpose of using the TAS Website, TAS Platform, TAS Forum and to develop and Sell your App, but this is always limited by the IP Restrictions.

If you want to Use a TAS App, then you will need to obtain the separate consent of Aotal Limited.

IP Improvements: means that if you use the rights granted to you by these Terms to modify, enhance, develop or update IP ("IP Improvement") owned by anyone else ("IP Owner"), then this IP Improvement remains the property of the IP Owner and you must fully disclose the IP Improvement to the IP Owner and agree to sign any documentation that the IP Owner reasonably requests to record the IP Owner's ownership of the relevant IP Improvement.

IP Restrictions: means that these Terms do not transfer the ownership or title in any IP (except for IP Improvements as set out above) to anyone nor do these Terms grant anyone the right to use any trade names, trade marks, service marks, logos or any other distinctive brand features ("Brand") without the separate express written consent of the owner of the relevant Brand.

IP Rights to Use: means that you do not by these Terms grant anyone the right to Sell your App, but you do now grant:

  1. to TAS and any user of the TAS Products & Services a worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable and transferrable right to Use your Developer Content to independently develop, market and Sell through the Talent App Store features, content, products or services without requiring any extra consent from you, including developing Apps that are similar to, or competitive with, your App;
  2. to a TAS Developer that has used the rights granted to that TAS Developer by these Terms to modify, enhance, develop or update IP owned by you and who has fully disclosed that IP Improvement to you a worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable and transferrable right to Use that IP Improvement, to independently develop, market and Sell through the Talent App Store features, content, products or services without requiring any additional consent from you, including developing Apps that are similar to, or competitive with, your App; and
  3. to TAS a worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable and transferrable right to Use your App and your Developer Content, including for testing, advertising, marketing and demonstration purposes, and you now waive your copyright and moral rights in respect of all of your copyright works which are the subject of the grants set out above in relation to the Use of those copyright works in accordance with the terms of the relevant grant.

All these IP Rights to Use are always limited by the IP Restrictions.

Don't Steal TAS's IP: means that you agree and acknowledge that TAS, and (where relevant) TAS's licensors, retain all right, title and interest in and to the TAS IP and you agree to not attack, dispute or contest the validity, or the ownership, of the TAS IP. You also agree and acknowledge that no ownership rights in any of the TAS IP are vested or created by the limited rights of use granted to you under these Terms and that all Use of the TAS IP pursuant to these Terms, including any goodwill generated in connection with your Use of the TAS IP, inures to the benefit of TAS or (where relevant) TAS's licensors.

Payment Methodology: means that you will pay to TAS any amount due for payment as communicated and agreed between you and TAS as a result of this agreement. All amounts payable to TAS must be paid free and clear of all deductions, set-offs and withholdings of any kind, except only as may be required by law. If you are required by law to make a deduction or withholding from any amount payable to TAS, then you must provide TAS with evidence of the relevant deduction or withholding as TAS reasonably requires and must pay to TAS an additional amount that will, after the deduction or withholding has been made, leave TAS with the same amount as TAS would have received had no deduction or withholding been made.

Sell: Includes transfer, licence, the provision of 'software as a service' or the provision of any other product or service (whether for reward or not).

Sell your App: means that you can list your App on the Talent App Store to Sell your App to TAS Customers. All Apps listed by you must include your own legally binding terms of use and privacy policy. Your terms of use and privacy policy must be readily accessible by TAS Customers and any user of your App.

Talent App Store: means the Talent App Store website or other websites or portals operated by TAS from time to time.

TAS: means Aotal Limited, a limited liability company incorporated under the laws of New Zealand.

TAS Apps: means Apps developed by or for Aotal Limited.

TAS Core: means the online registry, directory and security services used by TAS to operate Apps, APIs and managing TAS Customers and TAS Developers from time to time.

TAS Customer: means a person, company, body corporate or other entity that has opened a TAS customer account to purchase Apps listed on the Talent App Store.

TAS Developer: means anyone that sets up a TAS Developer account.

TAS Forum: means the TAS app developer forum operated by TAS from time to time on the TAS Website or otherwise.

TAS Group: means TAS and companies or other entities that Aotal Limited owns or controls (or that own or control TAS) and all owners, directors, officers, employees, agents and licensors of those companies or other entities, but always excludes you.

TAS Platform: means the TAS app development platform operated by TAS from time to time on the TAS Website or otherwise.

TAS Privacy Policy: means the TAS Privacy Policy https://docs.talentappstore.com/privacy.html, as amended by TAS from time to time.

TAS Products & Services: means the TAS Website, the TAS Platform, the TAS Forum, the Talent App Store, your Apps and anyone else's Apps, ("Mediums") and the supply of any product or service (including any TAS Apps), whether free or paid for, from TAS (or from anyone else via any of the Mediums) to you or any of your customers.

TAS Website: means the website (or websites), including the TAS Platform and the TAS Forum, operated by TAS from time to time.

TAS will help with your questions: means that TAS may (at its complete discretion) provide you with online support for your questions as you develop your App or if you encounter technical problems with your App's functionality ("Trouble Shooting Support"). TAS does not warrant that the Trouble Shooting Support will resolve your questions or problems, or resolve any functionality issues you may have with your App.

Test your App: means that TAS may from time to time test your App against TAS's security, functionality, usability and any other requirements specified in the TAS developer documentation posted on the TAS Platform. You must include in your App must include the functionality that is reasonably necessary to enable TAS to test your App at any time for that purpose.
Any testing of your App by TAS does not constitute TAS's approval of your App's security, functionality or usability and TAS does not warrant to you or your App users that your App is secure.
You agree that TAS has no obligation to test your App, or anyone else's App.

Use: means use in any way, and in connection with software and Apps includes access, execution, reproduction, distribution, transmission, performance, interface or display and Using has a corresponding meaning.

GENERAL PROVISIONS


Indemnity
You agree to release, indemnify and keep indemnified everyone in the TAS Group from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, and demands suffered or incurred by anyone in the TAS Group:

  1. to any person arising out of or in connection with any one or more of the following:
    • your failure to comply with these Terms;
    • your Use of the TAS Products & Services;
    • arising out of your Developer Content or any App that you Sell through the Talent App Store;
    • if you Behave Badly; and
  2. to you as a result of any claim that you bring against anyone in the TAS Group that is not limited or excluded by these Terms that you have agreed to that follow the heading "Don't Blame TAS".

Assignment
You may not assign or transfer your rights or obligations under these Terms to anyone without TAS's prior written consent. TAS may assign, transfer or novate any of its rights and obligations under these Terms without your consent.

Communication with you
You agree that TAS can send you and your staff technical information, updates, marketing materials and any other information relating to any of the TAS Products & Services from time to time by using electronic messages or other means. You may unsubscribe from the electronic messaging services at any time by emailing TAS at TAS's "Contact Us" email address and clearly stating the email address that you want the electronic message services to be unsubscribed from. Your Address so specified will be removed within 7 days, but TAS always has the right to send contractual notices to you by sending them to your email address as you have notified to TAS.

Data Security
The transmission of information via the internet is not secure and TAS cannot guarantee the security of your data in transmission to or from any of the TAS Products & Services. As a result, the security of any information you transmit to TAS or TAS transmits to you is transmitted at your own risk. Once TAS has received your information, TAS will take reasonable steps to prevent unauthorised access to that information.

TAS Security and Privacy Questionnaire
You must accurately and fully complete the TAS security and privacy questionnaire provided by TAS each time you submit your App for listing on the Talent App Store. If you become aware of any circumstances that make any of your answers to the TAS security and privacy questionnaire wrong or incomplete ("Changed Situation"), then you must immediately notify TAS of the correct answers and immediately notify your App customers if they are likely to be adversely affected by the Changed Situation.

Linked Sites
The TAS Website, TAS Platform, TAS Forum and the Talent App Store may contain links to other websites. TAS does not have any control over those other websites and they are not governed by TAS's Privacy Policy. Any link to those other websites is not an endorsement of those websites by TAS and you acknowledge and agree that TAS is not responsible for the content, availability, promotional material and offers on those other websites. You should exercise caution and look at the privacy statement applicable to the website in question.

No joint venture, partnership, agency or employment
You acknowledge and agree that you and TAS conduct separate and independent businesses. Neither these Terms nor your use of any of the TAS Products & Services creates any joint venture, partnership, agency or employer/employee relationship between you and TAS.

No waiver
Any failure or delay by any party in exercising (or in partially exercising) any right, power or remedy arising from a breach of these Terms (Right) does not operate as a waiver of that Right. A single or partial exercise of any Right by a party does not preclude the further exercise of that Right or the exercise of any other Right. Any waiver by a party of a Right must be in writing and signed by the party granting the waiver. The existence of any right, power or remedy of TAS expressly set out in these Terms (Express Right), or the exercise of that Express Right, does not limit or prejudice any other rights, powers or remedies available to TAS in contract, at law or in equity, including any rights, powers or remedies that would be available to TAS if the Express Right was not set out in these Terms.

Third party beneficiaries
Unless any provision in these Terms expressly provides otherwise, these Terms are not intended to confer a benefit on any person or class of person who is not a party to these Terms.

New Zealand Law
These Terms (and the agreement that they reflect between TAS and you) must be interpreted in accordance with, and governed by, the laws of New Zealand. Your Use of the TAS Website, TAS Platform, TAS Forum, the Talent App Store and the supply of products or services to you by TAS and any other matter arising from these Terms are all subject to the laws of New Zealand. You agree that any dispute arising from or relating to these Terms is governed by the non-exclusive jurisdiction of the courts of New Zealand.

Entire Agreement
Unless TAS otherwise agrees in writing, these Terms constitute the entire agreement between TAS and you in relation to their subject matter and apply to you no matter where you are located at the time any goods or services are provided to you by TAS and irrespective of the location where you reside.