Thank you for deciding to purchase Services from One Room Limited (“One Room” or “our”, “us” or “we”). These terms and conditions apply between One Room and anyone who purchases Services from us. By choosing to access and pay for the relevant Service, you confirm that you have read, understood and accept these terms and conditions, and you agree to be legally bound by them.
Defined terms: In this agreement, the following terms have the following meanings:
Access Code means the code which we allocated to our Subscriber for disclosing to the Subscriber’s Customer, and which is specific to accessing the Content;
Content means all video, audio and other content captured by equipment used by the Subscriber, for viewing by the Subscriber’s Customer, and then uploaded to our servers via the Internet so as to be accessible via our Website;
Fees and Charges means the fees and charges for the Service as displayed here (and which are separate from any fees or charges you may be required to pay to the Subscriber if you are the Subscriber Customer);
Subscriber means our separate subscription customer who requested the Service for the Subscriber’s Customer;
Subscriber’s Customer means that customer or customers of the Subscriber who requested or received the Service, and may be you;
Service means the provision of access to the Content via our automated webcasting service, via our Website;
You means you our customer who is using our Website and seeking access to the Content; and
Website means www.oneroomfunerals.com.
Your right to view and use the Content
Content viewing is possible by live streaming. This live Service is dependent on several factors including: whether your Subscriber provider has provisioned this Service with us in advance; whether the Internet and other cabling or wireless connectivity from end to end is technically capable and has the required bandwidth and other technical capabilities to provide this Service; whether your (or the relevant end user’s) device is capable; and whether the correct Access Code (supplied by us on a confidential basis as per clause 4) has been keyed in.
For a limited period after the Content was first created and then correctly uploaded to our Website (usually 90 days but may be more or less), you will be entitled to view the Content via the Website without charge. After this initial period, we may move the Content to storage for an extended (by ultimately limited) period of time during which, if you wish to gain access, our Fees and Charges will be applicable.
Outside the scope of the initial free Service period, once you have paid the applicable Fees and Charges to us for the relevant Service (as explained in the Fees and Charges schedule) then you will be entitled to view and/or use the Content, as permitted by the relevant Service.
All Content viewings will only be by way of restricted access via use of the Access Code as per clause 4 below. This clause does not limit clause 3 below.
The Service is subject at all times to our fair use policy which exists so as to limit or terminate any excessive or unreasonable use of the Service by you or any person. The policy is designed to balance your viewing rights with the rights of others as well as our resource capability and technical constraints generally. You agree to use the Content in accordance with this agreement and all applicable law, at your cost. You must not use our name or logo without our prior written consent.
Our intellectual property rights, and our rights to use the Content
We, or our licensors as the case may be, own all intellectual property rights, of any kind anywhere in the world (including but without limitation, copyright) to our Website, the related systems, and otherwise in relation to the Service. We do not seek to limit any rights you may have to the Content, other than in respect of these terms of access from us.
You acknowledge that through uploading any Contact that is captured by you to our Website, you provide One Room with a non-exclusive, royalty-free, worldwide, non-transferable (except as per clause 8(b)) license to use the Content, which fully permits the Content to be recorded, uploaded to the System, accessed, viewed, streamed live, downloaded, stored, distributed, amended and otherwise used by us, including via any third party website or system that you may select if permitted by us.
If, in our reasonable opinion, the Content as captured, contains material that is offensive, or breaches any third party intellectual property or other rights, or is otherwise illegal for any reason or poses a risk to One Room, then we may edit and moderate the Content, or suspend the Service, until we are reasonably satisfied with it.
Security, Access & Privacy
The Content may only be viewed or otherwise accessed by use of the Access Code, and by those persons nominated by the Subscriber’s Customer or who obtain the Access Code via such persons. We remain owner of the Access Code at all times.
If you are the Subscriber’s Customer, then you acknowledge and confirm that before the Content was first created:
you agreed with our Subscriber that clause 4(a) is acceptable to you, and that you were the first recipient of the Access Code and as a result were responsible for any disclosure or dissemination of it; and
you obtained the consent of all persons as may have been necessary, to the capture, upload, viewing, storage and use by us of any personal information relating to any person and forming part of the Content, and also from the holder of any third party intellectual property rights that might exist in any foreground or background component of the Content.
Due to the complexities associated with modern video, Internet and computer technology, you accept that we are unable to guarantee that the Content will be held securely at all times, or will be accessible or viewable without quality degradation or other issues arising (including loss of the Content). You accept these risks even though we will take all reasonable steps to preserve and maintain the Content in accordance with this agreement.
Warranties and Indemnities: We warrant that we have the right to supply the Service as intended by this agreement. You warrant that you will perform and abide by all your obligations as expressly set out in this agreement, and will fully indemnity us and our officers, employees and agents, and hold us harmless for any loss we may suffer as a result of a breach of this clause by you.
Subject to this clause 6, our liability to you will at all times be limited to the total Fees and Charges you have paid to us in the six month period preceding the date of any written claim by you against us (or the first claim if a series of related claims).
We will not be liable for:
any failure to perform our obligations to the extent that the failure was due to any cause beyond our reasonable control (including any power, network, software or systems related issues); and
the costs or services relating to your means of accessing our Website, including the services of any public telecommunications or electricity network provider, or your connection to any networks not controlled by us.
You acknowledge that:
the Service is reliant on the suitability and reliability of the cabling at the site where the Content is captured as well as the cabling that the relevant telecommunications provider provides from that site to the local exchange and wider network, as well as the equipment and networks between you and our Website, and the Subscriber’s correct operation of the cameras. We have no way of controlling these elements and are not liable for any loss caused by them. For these and other technical reasons, it is possible that on occasions, the live (and archived) viewing of Content may be impaired or terminated. We are unable to guarantee the reliability, quality or provision of live (or archived) Content viewing by those Service users who desire that. Our Service should not be considered as a substitute for live attendance if that is important.
unless specifically agreed otherwise in writing with us, we did not organise the event or position the cameras relating to the Content, and as a result are not liable for any omissions or other Content related issues.
the Subscriber is not our agent or partner, and is merely an independent contractor. We are not liable for any loss caused by the Subscriber.
Disputes: If a dispute arises between us and we are unable to resolve it within 30 days after the dispute first being raised in writing by one party to the other, then the dispute must be mediated in Auckland, New Zealand, in English, before either party can commence any other form of legal proceedings. Each party will bear its own costs regarding any such mediation, and the mediator will be selected by the President of the Auckland District Law Society if the parties are unable to agree. Nothing in this clause limits any action to enforce any payment required by you, or limits any party from seeking urgent interlocutory relief.
Notices: we will communicate with you by email, sent to the email address provided to us by your Subscriber or as otherwise supplied to us by you. It is your responsibility to keep this information up to date.
Assignment: We may assign our rights and obligations under this agreement to any purchaser of the whole or any part of our business at any time without requiring your consent. You may assign your rights and obligations under this agreement to any purchaser of the whole or any part of your business subject to our prior written consent not to be unreasonably withheld.
Entire Agreement: This agreement is the entire agreement and understanding between the parties in relation to the subject matter covered by this agreement, and supersedes all prior oral or written agreements, understandings or arrangements relating to the same. All terms that may otherwise be implied into this agreement by operation of any law (even though not expressly set out in this agreement) are excluded to the fullest extent legally permitted by the relevant applicable law.
Severance: If any provision of this agreement is ruled by a competent court to be illegal, invalid or unenforceable for any reason, that ruling will not affect the remaining provisions of this agreement which will remain enforceable at all times.
Variations: This agreement cannot be amended, modified, varied or supplemented except in writing signed by duly authorised representatives of the parties.
Waiver: No failure or delay on the part of either party to exercise any right or remedy under this agreement is a waiver of such right or remedy unless it is in writing and signed by the party purporting to waive its rights.
Remedies: any single or partial exercise of any right or remedy under this agreement does not preclude the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.
Further Assurances: Each party must do all things and execute all documents necessary or desirable to give full effect to this agreement and the transactions contemplated by it.
Non Merger: On completion of the transactions contemplated in this agreement the provisions of this agreement will not merge and, to the extent any provision has not been fulfilled, will remain in force.
Governing Law: This agreement is governed by the laws of New Zealand and both parties irrevocably submit to the non-exclusive jurisdiction of the New Zealand courts.
United Nations Convention: The United Nations Convention on Contracts for the International Sale of Goods signed at Vienna on the 11th day of April 1980 does not apply to this agreement.