End User License Agreement
THIS DOCUMENT STATES THE TERMS AND CONDITIONS UPON WHICH CGARTBIN WEBSITE IS OWNED AND OPERATED BY GOHITAH LTD, T/A CGARTBIN NEW ZEALAND (“CGARTBIN”) WILL PROVIDE ITS SERVICES AND LICENSE CERTAIN FILES TO YOU.
THIS DOCUMENT CONSTITUTES A CONTRACTUAL AGREEMENT BETWEEN YOU AND GOHITAH LTD, T/A CGARTBIN. PLEASE READ THIS DOCUMENT CAREFULLY.
If you do not agree to these Agreement terms, please do not access the Website (as later defined) or use the Services (as later defined). These Agreement terms govern your use of the Website and Services, and your responsibilities as a User.
By your use of this Website and/or the Services, you agree to be bound by and comply with all these gohitah ltd t/a cgartbin Agreement terms. CGartbin reserves the right to amend these Agreement terms from time to time and at any time by posting such amendments on the Website, and your continued use of the Website and the Services following posting of any such amendment constitutes your acceptance of such amendment, regardless of whether you actually have read any such amendment. We recommend that you periodically check this Website for changes.
As used herein, the term "User" refers to you, any entity you represent, and your successors, and permitted assigns. Gohitah Ltd T/A CGartbin., a corporation organized in Bay of plenty, New Zealand (“CGartbin”) and User may be referred to herein as the “Parties” and each, a “Party”.
WHEREAS, CGartbin operates a website that enables users to post their files to this website and enables other users to license said files;
WHEREAS, User desires to secure certain licensing rights for certain files located on the CGartbin website. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the foregoing recitals, as well as the mutual covenants and agreements set forth below, the Parties hereby agree as follows:
For purposes of this Agreement, the following terms shall have the respective meanings set forth below:
1.1. Website means the www.cgartbin.com website operated and own by Gohitah Ltd, and any other website through which Cgartbin offers the Services (as hereinafter defined). T/A means Trading As
1.2. File “Content” means any material published at Cgartbin including but not limited to wire files digital models, 3d illustration models, 3d models, game models, 3d prints, sculptures, toys, images, Textures, photography, video presented, Plugins, brushes, Videos games, animation files, motion files, collections, bundles, packages, 3d models, digital files, eBooks, books, materials, shapes, scripts, tutorials, commonly asked questions, words, music, films and software in electronic form that may be accompanied by associated files, which has been placed in the Website archive and can be normally accessed from there.
1.3. Permitted Derivative Work means a work of authorship comprising a File which has been sufficiently modified, resulting in an individual original work that gives the contributor the right to ownership and copyright protection in accordance with the law, providing that said work of authorship shall not be deposited by the User on any data bank (including the CGartbin Website).
1.4. For Sale includes all Content that requires a purchase of license rights, as distinguished from Content available for free download.
1.5. User or Member refers to any person who creates a user account at CGartbin website
1.6. Services means the service provided by CGartbin that enables users to post their files to a website and enables other users to license said files, and all other activities ancillary there to (including without limitation the facilitation of communication and transactions between file and copyright owners and users).
1.7. Fees means license fees set forth herein
1.8. Valid Sale refers to a sale of license rights in Content or other possessions via CGartbin, where the appropriate share of earnings is received by a Seller who published the Content. Content For Sale via CGartbin which is returned is not an example of a Valid Sale.
1.9. Seller means the owner of the files and/or copyrights there to, who contributes submitting individual or business who publish a file or content to the CGartbin’ File library.
1.10 Confidential Information means certain information, concepts, data and know-how, whether orally, visually or in electronic or tangible form or otherwise, relating to the Services, the business and prospective business of CGartbin, and to CGartbin’ existing or potential products, processes and services, including without limitation, User lists, File lists, Contributor lists, trade secrets, inventions, technology, designs, methods, know-how, show-how, systems, software programs, works of authorship, financial records and information including pricing methods, customer lists and information, plans, proposals, projections, and marketing plans and strategies.
2.LICENSE AGREEMENT BETWEEN SELLER AND USER
A Content from a Seller to another User transmission any products or content , whether the transmission was the result of a license or free download, the following terms apply unless more restrictive ¬terms are specified in the area provided by CGartbin for custom license terms:
2.1 GRANT TRASMISSIOM OF CONTENT FROM SELLER TO MEMBER
Subject to the terms and conditions contained herein, Gohitah Ltd T/A CGartbin grants to User, and User accepts, a non-exclusive, Worldwide, license in any medium now known or hereinafter invented, nontransferable right and sub-license to use those Files for which User has paid an applicable fee, with no time constraints, and all in accordance with Standard or Editorial license terms (as may be amended by CGartbin from time to time).
2.2 PROPRITARY RIGHTS. User acknowledges and agrees that each File and its copyrights are the property of the Seller (Contributor) of said File, and not the property of User. Contributors retain all rights, title and interest in the Files and User shall not take any action inconsistent with such title and ownership.
Custom license terms set forth in the area provided by CGartbin and which must be subject to acceptance by Member before or at the point of sale, the Seller retains, subject to any license agreement between the Seller and CGartbin, copyright in Content purchased or downloaded by any user via CGartbin. In using the CGartbin systems and Website, you agree that any additional EULA, license, custom license, or Seller requirements inserted into Seller products in any area outside that explicitly provided by CGartbin are invalid.
2.3 VALID LICENSE. Any license rights relating to Content For Sale via CGartbin are contingent upon the transfer of money from the Member to the Seller. All license rights terminate immediately and without notice if a sale is reversed for any reason.
2.4 PRIVILEGES GRANTED.
Sellers who contributed any type of content provide CGartbin with any type of Content for sale or free distribution, the following terms apply:
Each File on the www.cgartbin.com website can be purchased under the Standard License or the Editorial License. By purchasing a File the buyer receives a non-exclusive, non-transferable worldwide right to use it within the scope of the purchased license an unlimited number of times.
CGartbin grants to Licensee a non-exclusive, non-sub licensable and non-transferable right to use and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.
Seller here by grants to CGartbin, and by the act of delivering Content to us, grant a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on Seller’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; create and use samples of the Content for the purpose of demonstrating or promoting Seller products or services or those of CGartbin; use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and use the name and likeness of any individuals represented in the Content only in connection with Your material.
Licensee may not make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
The Seller grants to the User who either purchases license rights to Content via a Valid Sale, or downloads freely available Content submitted by the Seller, a non-exclusive, nontransferable right worldwide, license in any medium now known or hereinafter invented to: reproduce, post, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and use the name and likeness of any individuals represented in the Content only in connection with Your material.
The User license to Content in this paragraph is limited to Incorporated Content. Such use or republication, including sale or distribution of Content that is not Incorporated Content is prohibited. For illustration, approved distribution or use of Content as Incorporated Content includes, but is not limited to:
As rendered imagery (still or moving), except as limited by (2) (3) ; distributed as part of a feature film, broadcast, or stock photography or other stock media; that contain multiple elements such that the Content is a minority part of the overall composition.
As purchased by a game’s creators as part of a game if the Content is contained inside a proprietary format and displays inside the game during play, but not for users to re-package as goods distributed or sold inside a virtual world.
As Content published within a book, poster, t-shirt or other item.
As part of a physical object such as a toy, doll, or model.
User understands and agrees that certain Content may contain third party copyrighted or trademarked material and will require additional licensing, permissions, releases, or rights clearance for any non-editorial use. User and their legal advisors should consider this and obtain such rights, if necessary, before purchasing, downloading or using any Content.
Special restrictions for editorial Content
In addition to the restrictions above, certain Content is marked “editorial” and has additional license restrictions. Members may only use Content marked “editorial” for legitimate, editorial purposes on some issue of journalistic, editorial, cultural or otherwise newsworthy value. Editorial uses include use of the Content in a news program, news-related website, or news-related video media. These restrictions do not apply if you otherwise have all the intellectual property rights necessary for your intended use (such as a company purchasing its own products, authorized advertising agencies, or licensees). The burden is on each user to confirm it has any rights outside of the editorial restrictions.
Notwithstanding anything to the contrary herein, Member understands and agrees that editorial Content likely contains third-party intellectual property. Such third-party intellectual property is not licensed by CGartbin or the Seller. CGartbin and the Seller are not affiliated with these third-parties in any way and the use of editorial content is strictly limited as set forth herein and by CGartbin editorial policies.
2.5 RESTRICTIONS AND PRIVILEGES NOT GRANTED
2.6 LICENSEE MAY NOT: make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; or make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
2.7 USER UNDERSTANDS AND AGREES THAT USER IS PROHIBITED FROM
Resale or redistribution by the Member of any Content obtained from CGartbin, whether For Sale or freely available for download, whether part of a Valid Sale or not, unless it is used as Incorporated Content as licensed above;
Extract, selling, distributing, or licensing stock photography or stock media (or collection thereof) that features any Incorporated Content, whether For Sale or freely available for download, through an online stock photography/stock content clearinghouse website;
Any other distribution that would require a written grant of rights greater than that contained in paragraph above and respective license agreement. User understands that all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Seller.
2.8 RETURNED CONTENT
In the event a User returns the product or any Content, whether the user acquired by Valid Sale or freely available for download, all license rights granted herein terminate and the Member must immediately destroy any effected files and all copies contained on any type of media under the control or possession of the Member
3. STANDARD LICENSE PROHIBITIONS.
The Standard License allows the use of the purchased File for the creation of different kinds of items (except Items for Resale or Items for Free Distribution, where the File plays a major role in the item and adds value to it). Use of a purchased File according to the terms of the Standard License. Kindly see the complete standard license agreement
3.1 PROHIBITED USES. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:
3.2 Distributed as part of a feature film, broadcast, or stock photography or other stock media; that contain multiple elements such that the Content is a minority part of the overall composition.
3.3 sell, distributing, or licensing stock photography or stock media (or collection thereof) that features any Incorporated Content, whether For Sale or freely available for download, through an online stock photography/stock content clearinghouse website;
3.4 use it in a game if it’s likely to be downloadable for user and re-package as goods distributed or sold inside a virtual world. In other side purchased by a game's creators as part of a game if the Content is contained inside a proprietary format and displays inside the game during play is acceptable.
3.5 use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
3.6 to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
3.7 remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
3.8 sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
3.9 install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
4. EDITORIAL LICENSE
less additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means use relating to events that are newsworthy or of public interest and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor). Kindly see the complete standard license agreement and editorial license
5. AMENDMENT OF TERMS AND USER LICENSE AGREEMENT.
You should carefully read the following License and the Terms and Conditions. Your purchase or use of our products or services implies that you have read and accepted these Terms and Conditions.
CGartbin may provide notice to you via email, regular mail, or posting notices or links to notices on the Website. CGartbin reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. CGartbin may also delete, or bar access to or use of, all related Information and files. CGartbin will not be liable to you or any third-party for any modification, suspension, or termination of the Services, or loss of related information. CGartbin may amend these Terms at any time by posting the amended terms on this Website.
5.1 USE OF THE SITE
This site the CGartbin its contents (the "Content") are intended for customers of CGartbin. You may not use this Web site or the Content for any purpose not related to your business with CGartbin. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Web site or the Cgartbin Content without, or in violation of, a written license or agreement with Cgartbin; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Web site or the Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any CGartbin product or service if you are not expressly authorized by such party to do so; and (e) using the Web site or the Content other than for its intended purpose. User represent and warrant that user will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical information data exported from the site CGartbin or the present country and as well as which you reside.
You may not interfere with the security of, or otherwise abuse this Web site or any scheme method resources, services or networks connected to or accessible through this Web site. You may only use this Web site for lawful purposes.
The CGartbin information on the Website is copyrighted proprietary material of Gohitah Ltd t/a CGartbin and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without CGartbin prior written permission. Except as expressly provided herein, CGartbin and its suppliers do not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information of CGartbin or its suppliers.
5.3 SUBSCRIBER REGISTRATION OBLIGATIONS OR USER ACCOUNT INFORMATION
In consideration of your use of the Services or website, you agree to:
(a) provide true, accurate, current and complete information about yourself as prompted by the Registration Process “Registration Data”) to sign up for a user account (the “CGartbin Account”); and (b) maintain and promptly update your Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if CGartbin has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, CGartbin has the right to suspend or terminate your CGartbin Account and refuse current or future use of any or all of the Services. Accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website. You may not register for or access the Services if you are a competitor of CGartbin, except with CGartbin’s express prior written consent. You may not use another person, entity, customer, Subscriber, company, or organization’s account without the express prior written permission of that party. You are solely responsible for maintaining the confidentiality of your CGartbin Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your CGartbin Account or password. If you have reason to believe that your CGartbin Account is no longer secure, you agree to immediately notify CGartbin. You may be liable for the losses incurred by CGartbin or others due to any unauthorized use of your CGartbin Account. In addition, you may not access the Service for purposes of monitoring its performance or functionality, or for any other competitive purposes.
5.3 COMMISSION ROYALTY PAYMENTS.
Seller will be entitled to a Exclusive Royalty of 52% with fixed sale fee of $2 (unless otherwise specified) of all proceeds from the Valid Sale of Seller’s Content paid by either check or to a PayPal account monthly. The remaining 48% of all proceeds from Valid Sale’s is deducted by CGartbin as a commission. Seller hereby authorizes Gohitah Ltd t/a CGartbin to collect and distribute such royalties and commissions. Seller may earn higher commissions as high as 72% for reaching certain product sales rates in an Exclusive Contributors and joining in affiliate. The default seller will start with non exclusive program which is fixed 45% royalties with fixed sale fee of $2.50 based on the total amount user paid to sale price.
All such royalties are net of returns and shall be due and payable within fifteen (15) days following the end of the calendar month in which the Valid Sales were made. All payments shall be made in US Dollars. If the monthly royalty due to Seller is less than one hundred US Dollars ($100), such royalty shall not be paid but shall continue to accrue until such time as the total accrued monthly royalties’ payable to Seller exceeds one hundred US Dollars ($100). If there are returns of a Valid Sale that result in a negative royalty, Cgartbin will apply the resulting credit against Seller’s next monthly royalty. All payable Payments to user will have some deductions and Currancy convertion and GST, TAX, funds tranfering bank fees, according to based on global bank rates the day funds paid to seller.
5.3. FORUM CODE OF CONDUCT, BLOG AND POST TUTORIALS.
Accordingly, all site users must comply with this Code of Conduct in any contributions they make. By engaging with the forums of the CGartbin you accept and agree to abide by this Code of Conduct.
Within this Code of Conduct, "contribution" means any material posted or uploaded to these forums by a member of the public, including any text, photographs, graphics, video or 3d images, renders, arts, any material.
User of the forums must not:
• Break the Principles of Use of the CGartbin website
• Publish defamatory and/or knowingly false material about any person, other users or entities;
• Send offensive or harassing material to other users;
• Publish or otherwise reveal confidential information, including financial information and information relating to customers, business plans, policies, staff, and/or internal discussions relating to any entity;
• Undertake deliberate activities that undermine the purpose of the CGartbin website;
• Introduce any form of malicious software into the community.
• Plagiarize or violate copyright, database, trademark, trade secret, privacy, personal or proprietary rights of any kind. (Users will generally need the explicit permission from copyright owners of any existing articles, news reports, music, video clips or other copyrighted material before posting them)
• Publish anything containing unlawful, objectionable, disruptive, offensive, harassing, threatening, defamatory, obscene, offensive, abusive, hateful, inflammatory, profane, racially offensive, sexually offensive, or religiously offensive content.
Contributions must not:
• Promote illegal behavior, contain violent or sexually explicit material or advocate, promote or assist any unlawful act such as (by way of example only) terrorist acts, copyright infringement or computer misuse.
• Misrepresent their origins. Contributions and/or user names may not be used to impersonate any other person, to misrepresent your identity or affiliation with any person, or to give the impression that they emanate from the UN when is not the case.
• Involve in any flooding, spamming or advertising. (Flooding is when the same comment is posted over and over in the same forum; spamming is the posting of the same comment (or very similar) to more than one forum.)
Please be respectful and civil to other members, even if you disagree with them. Debates should be productive and founded on constructive criticism.
All postings to these forums must be related to capacity building for the efficacious implementation of the CGartbin.
Postings on these forums are all public and may appear in public search results. Accordingly, users should not post personal details or information that should not be publically available.
Users who violate these rules and contribution guidelines will be sent a warning message by the moderators identifying the issue at stake and notifying them of its removal. Users who repeat offenses after receiving warnings will be banned from the site.
If you reasonably believe that any contribution to the platform made by another user contravenes this Code of Conduct and/or any of the Website Terms, please notify us via: firstname.lastname@example.org
Rules for effective use of the forums:
Reads and search before you post: Your question might have already been addressed in another similar posting. Avoid starting unnecessary new topics, and add your question or point of view to existing topics where possible.
Use meaningful topic titles: The titles of the topics you start should be meaningful to other users, both now and in the future. Be aware that other users decide to read your topic, only based on the information provided by you in the topic, so be complete, precise and accurate.
Remember your audience: These forums are public, and should not contain any personal information. Do not publish anything here you would not want to be made public. Since these forums will be online for a long time, please remember that anything you write here can still be found by anyone even a long time from now.
Be polite: Challenge arguments, not people, write your postings in a professional manner. Do not “shout” (making excessive use of capitalization or exclamation points or other excessive text formatting options)
Respect the Cgartbin core values: Integrity, Professionalism and respect for diversity. Any postings violating these values or containing language that does not respect these values will be removed immediately.
5.4. CONTENT SUBMITTED, POSTED OR UPLOADED TO CGARTBIN.
5.5 TERMINATION OF THE LICENSE.
CGartbin may terminate this license at any time if you are in breach of the terms and conditions of use. Upon such termination you must agree and immediately destroy all copies of CGartbin and all of its accompanying documentation.
5.6 DISCLAIMER AND WARRANTY
CGartbin provides the products related to this agreement "AS IS" without warranty of any kind. Cgartbin makes no warranties either expresses or implied in conjunction with any content published at CGartbin. Should the content prove defective in any respect, the licensee not the licensor or its suppliers or resellers assumes the entire cost of any service and repair.
User agrees to indemnify and hold Gohitah Ltd T/A CGartbin, its officers, employees, shareholders, directors, managers, members, and contributors, harmless against any damages or liability of any kind arising from any use of an File or Permitted Derivative Work by User or by any other party that received a copy of the File or Permitted Derivative Work from User. User further agrees to indemnify Gohitah Ltd T/A CGartbin for all costs and expenses that Gohitah Ltd T/A CGartbin incurs in enforcing the terms of this Agreement.
5.8. LIMITATION OF LIABILITY
GOHITAH LTD T/A CGARTBIN' LIABILITY FOR DAMAGES TO USER OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY USER TO GOHITAH LTD T/A CGARTBIN FOR THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. GOHITAH LTD T/A CGARTBIN SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE FILES, WEBSITE OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE FILES, WEBSITE OR SERVICES WITHOUT REGARD TO WHETHER CGARTBIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
5.9. COMPLIANCE WITH LAWS
User is only being granted the rights to use the Files and shall not infringe the Files’ copyrights, export or re-export, directly or indirectly (including via remote access) the Files or other information or files provided by CGartbin hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. It shall be User's responsibility to comply with the latest United States export regulations, and User shall defend and indemnify GOhitah Ltd T/A CGartbin from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out of any claim that Files, or other information or files provided by CGartbin hereunder were exported or otherwise accessed, shipped or transported in violation of applicable laws and regulations. User shall comply with all laws, legislation, rules, regulations, and governmental requirements with respect to the Software, and the performance by User of its obligations hereunder, of any jurisdiction in or from which User directly or indirectly causes the Software to be used or accessed. In the event that this Agreement is required to be registered with any governmental authority, User shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.
6.1 FORCE. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance shall be extended for the period of delay or inability to perform due to such occurrence.
6.2 WAIVER. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
6.3 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.
6.4 GOVERNING LAW; Jurisdiction Venue. This Agreement shall be governed by and construed in accordance with the laws of the Bay of plenty, New Zealand, without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the NewZealand, the laws, rules and regulations of the New Zealand shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the District Court located in Bay of plenty , New Zealand and both parties hereby consent to such jurisdiction and venue for this purpose. The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining portions hereof.
6.5 ENTIRE AGREEMENT; Amendment. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind Gohitah Ltd T/a CGartbin unless in writing signed by Gohitah Ltd T/a CGartbin, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. Terms set forth in any purchase order of User (or other similar document) that are in addition to or at variance with the terms of this Agreement are specifically waived by User. All such terms are considered by Gohitah Ltd T/a CGartbin to be proposed files alterations of this license and are rejected. User's purchase order is only effective as User's unqualified commitment to pay for a license to the Gohitah Ltd T/a CGartbin Files upon the terms (and only the terms) set forth herein. Gohitah Ltd T/a CGartbin may amend this Agreement from time to time, by notifying User of the amendment in writing (e-mail shall constitute a writing for the purposes of this sentence).
When concluding an individual agreement with a wet stamp on file purchasing with a customer, Gohitah Ltd T/a CGartbin. company has the right to change the list of permitted and forbidden ways of file usage. All such changes are described and fixed in the customer agreement particularly and separately, however no changes in the common rules at the site are made.
6.6 COSTS, Expenses and Attorneys' Fees. User shall reimburse Gohitah Ltd T/a CGartbin for all reasonable costs (including attorneys' fees) incurred by Gohitah Ltd T/a CGartbin in collecting late payments from User. If Gohitah Ltd T/a CGartbin commences any action or proceeding against the User to enforce or interpret this Agreement, Gohitah Ltd T/a CGartbin shall be entitled to recover from the User the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by Gohitah Ltd T/a CGartbin in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
6.7 ASSIGNMENT. This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by User, without the prior written consent of CGartbin and any unauthorized assignment or transfer shall be void. Gohitah Ltd T/a CGartbin shall have the right to assign this Agreement to a successor to the whole or the Service-related portion of Gohitah Ltd T/a CGartbin’ business. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto.
6.8 NOTICES. Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via facsimile or certified mail, postage prepaid and return receipt requested, addressed to such other party at the address specified below or at such other address as such party may from time to time designate in a notice to the other party. All notices shall be in English and shall be effective upon receipt.
This agreement will be governed by New Zealand law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a New Zealand or District court located in New Zealand, and both parties irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings). Gohitah Ltd T/a Cgartbin reserves the right to change the terms of this agreement with or without notice at any time.
6.9 IN ENGLISH. The parties confirm that this Agreement and all related documentation are and will be drafted in English. The provision of this Agreement or any notice to User in any language other than English is for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall control.
7. CAPTIONS AND HEADINGS. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
7.1 ACKNOWLEDGEMENT. IN ACCEPTING THIS AGREEMENT, THE USER ACKNOWLEDGES THAT USER HAS READ AND UNDERSTAND THIS AGREEMENT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF GOHITAH LTD T/A CGARTBIN.COM AGREEING TO PROVIDE THE FILES, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.