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:
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
YOUR USE OF THE TAS PRODUCTS & SERVICES WEBSITE IS AT YOUR SOLE
THE TAS PRODUCTS & SERVICES IS PROVIDED "AS IS" AND "WITH ALL
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.
TAS IS NOT LIABLE FOR ANY SUPPORT OR MARKETING ISSUES RELATING TO A
MARKETPLACE POWERED BY TALENT APP STORE
YOUR APP MAY COMMUNICATE WITH ANOTHER APP IN TALENT APP STORE. THE
AGREEMENT OF ANY FEES BETWEEN DEVELOPERS THAT MAY ARISE AS A RESULT
OF THIS COMMUNICATION WILL BE AGREED INDEPENDENTLY OF THESE TERMS.
You confirm to TAS that you are 'in trade' and agree with TAS that:
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);
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;
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
- The Consumer Guarantees Act 1993 (New Zealand);
Sections 9, 12A, and 13 of the Fair Trading Act 1986 (New
The United Nations Convention on Contracts for the International
Sale of Goods;
it is fair and reasonable to exclude the application of those
statutes and provisions; and
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.
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 Talent App Store 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:
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;
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
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)
Marketplace: Talent App Store is a multi-tenanted
integration platform that enables a channel customer to generate a
unique, customer branded storefront populated with Talent App Store
Apps. These Marketplaces are owned by the channel customers, but TAS
can assist you to promote your App and product in their channel.
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.
Production Tenant: means a customer tenant account,
created through Talent App Store or any Talent App Store powered
Marketplace that is categorised with a ‘Production’ label as part of
Tenant set up.
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
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 Talent App Store Limited, a limited
liability company incorporated under the laws of New Zealand.
TAS Apps: means Apps developed by or for Talent App
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
TAS Knowledgebase: means the TAS App developer
Knowledgebase operated by TAS from time to time on the TAS Website or
TAS Group: means TAS and companies or other entities
that Talent App Store 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
TAS Platform: means the TAS app development platform
operated by TAS from time to time on the TAS Website or otherwise.
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
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
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.