Last Updated: March 2021

Application:

1. Access: These terms and conditions (“Member Terms”) apply where you have elected to register with

Project Life Changer (“PLC”) to have your business site linked to PLC’s website and/or other digital sites

(the “Platform”) and become a member of the Platform. By registering on the Platform to become a

member:

(a) You agree to these Member Terms and PLC’s Terms of Use and Privacy Policy (also on the

Platform); and

(b) Where you register to become a member on behalf of another person (e.g. a company), you

confirm that you are authorised to and agree to these Terms on that person’s behalf and that, by

agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

2. Authority: If you do not agree to these Terms, you are not authorised to become a member of the

Platform and/or access the Platform.

3. Amendments: PLC may change these Terms from time to time. Any such changes will be effective upon

PLC updating these Terms on the Platform and providing you notice of the same. By continuing to be a

member of the Platform, you agree to be bound by any amendments to the Terms.

4. Use: PLC may change, suspend, discontinue, or restrict access to the Platform without notice or liability.

The Platform:

5. Platform: The Platform allows members to have their business site linked to the Platform, which may

result in those members being contacted by general third-party users of the Platform, looking for

information about the members’ business systems, franchise opportunities, special offers and more (each

a “General User”).

6. Obligations: You and PLC each agree to the following obligations:

(a) PLC agrees to present the content supplied by you (in accordance with these Member Terms) in

good faith; and

(b) You shall use reasonable endeavours to promote the Platform for the mutual benefit of both

parties.

7. Intellectual Property: You acknowledge and agree that:

(a) Except for your own pre-existing intellectual property (such as your own brand and trade marks

which may be listed on the Platform), the Platform and all intellectual rights therein are and shall

remain the property of PLC (or its licensors). These rights include but are not limited to database

rights, copyright, design rights (whether registered or unregistered), trademarks (whether

registered or unregistered) and other similar rights wherever existing in the world together and the

right to apply for protection of the same (the “Platform IP”);

(b) Any questions, comments, suggestions, ideas, feedback or other similar submissions

(“Submissions”) provided by you on the Platform (or otherwise related to the Platform) are non-

confidential. PLC retains the right and discretion (but not the obligation) to edit, delete, reject or

remove any Submissions. You grant PLC a non-exclusive, royalty-free, perpetual, worldwide

licence to republish any Submissions, without limitation, in any format. For the avoidance of doubt,

any Submissions by you must comply with these Terms; and

(c) Neither these Terms nor your use of the Platform convey or grant to you any right to:

(i) Create any materials that incorporate the Platform IP or any derivatives of the Platform IP;

(ii) Take any action that would jeopardise or impair PLC’s rights as owner of the Platform IP or

the legality and/or enforceability of the Platform IP;

(iii) Except for the limited license granted below, to use or reference in any manner the Platform

IP.

(d) Subject to your compliance with these Terms, PLC grants you a limited, non-exclusive, non-sub

licensable, revocable, non-transferable licence to access and use the Platform solely in connection

with your use of the Platform and to access and use any content, information and related materials

that may be made available through the Platform.

(e) Violation of any of the above may result in immediate termination of your access and use of the

Platform.

Acknowledgments and Disclaimers

8. Users of the Platform: PLC is not your agent and is not involved, on behalf of any General User or you,

in any dealings resulting from the access and/or use of the Platform. PLC is not party to any agreement

between you and General Users and has no responsibility or liability to you or General Users in relation to

engagements between you and General Users. You are solely responsible for any risks associated with

your dealings with General Users and you must communicate and deal with General Users directly.

9. You acknowledge and agree that:

(a) you will not use any information provided to you by General Users for an unlawful or immoral

purpose;

(b) you will not engage in unsolicited communications to any General User;

(c) we do not guarantee how the Platform will be presented to General Users, or that all features will

be accessible by General Users.

10. Disclaimer: You expressly understand and agree that:

(a) any engagement with General Users as a result of accessing and/or using the Platform is at your

own risk and judgment;

(b) when dealing with General Users, you should ensure that you use common sense and caution;

(c) PLC gives no undertakings, representations or warranties in relation to (without limitation) the

qualifications, suitability, safety or ability of General Users you may engage with as a result of

access and/or using the Platform. It is your responsibility to determine if a General User will meet

your needs and expectations;

(d) PLC makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality,

suitability or availability of the Platform and General Users.

11. Liability: You agree that, to the maximum extent permitted by law, any and all responsibility of PLC to you

or any other person under or in connection with these Terms, the Platform, General User’s acts or

omissions, and your use of or inability to use the Platform, is excluded regardless of whether such liability

arises in contract, tort (including negligence), equity or otherwise. PLC’ liability and responsibility is

excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation

loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and

consequential and incidental loss. In no event will PLC’s liability to you under these Terms exceed the

total fees paid by you in the 12 months period before the date such liability first arose.

12. Indemnity: You agree to release, indemnify and keep indemnified PLC from and against all actions,

claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands

suffered or incurred by PLC to any person arising out of or in connection with your failure to comply with

these Terms.

Membership

13. Membership: In order to become a member of the Platform, you must register with us and pay the

relevant fees to PLC (in accordance with these Terms). Applications to become a member are at the

discretion of PLC and PLC has the right (at its sole and complete discretion) to reject applications to

become a member of the Platform.

14. Registration: Registration may require you to submit to PLC certain personal information, such as your

name, address, mobile number, age and at least one valid payment method. You agree to provide and

maintain accurate, complete, and up-to-date information.

15. Restrictions: With respect to your membership with the Platform you agree that you will not:

(a) interfere with or disrupt the Platform or the servers or networks connected to the Platform;

(b) where applicable, post information or interact on the Platform in a manner which is false,

inaccurate, misleading (directly or by omission or failure to update information), defamatory,

libellous, abusive, obscene, profane, offensive, threatening, harassing or illegal;

(c) access or use the Platform in any way that infringes any third party’s rights, including but not

limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary

rights or rights of publicity or privacy;

(d) post, email or otherwise transmit any malicious code, files or programs designed to interrupt,

damage, destroy or limit the functionality of any computer software or hardware or

telecommunications equipment or surreptitiously intercept or expropriate any system, data or

personal information;

(e) remove any copyright, trademark or other proprietary notices from any portion of the Platform;

(f) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell,

transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the

Platform;

(g) use any robot, spider, site/search retrieval application, or other manual or automatic device or

process to retrieve, index, scrap, “data mine”, or in any way reproduce or circumvent the

navigational structure or presentation of the Platform or its contents;

(h) mirror or frame any portion of the Platform;

(i) attempt to gain unauthorised access to or impair any aspect of the Platform or its related systems

or networks;

(j) Cause any third party to engage in any of the restricted activities above.

16. Communications: By registering to be a member of the Platform, you agree to receive communications

from PLC, including via e-mail and other methods of communication. Such communications may consist

of (but are not limited to): operational communications concerning your membership with the Platform,

updates concerning new and existing features on the Platform and promotions run by PLC or its third-

party partners. You may choose to opt-out of receiving such communications at any time by contacting

PLC, however you acknowledge that opting out of such communications may impact your membership

with the Platform.

17. Network access / devices: PLC does not guarantee that the Platform, or any portion thereof, will function

on any particular hardware or devices. You acknowledge that the Platform may not be error-free and

subject to malfunctions and delays inherent in the use of internet and electronic communications.

18. User content: From time to time, you may be required to provide certain information for use on the

Platform (“Member Content”). In this respect, you grant PLC a worldwide, perpetual, irrevocable,

transferable, royalty-free licence, to use, copy, modify, create derivative works of, distribute, publicly

display and publicly perform such Member Content in all formats and distribution channels, without further

notice to you or consent from you, and without the requirement of payment to you or any other person or

entity. By providing the Member Content you represent and warrant that neither the Member Content nor

our use of the Member Content as permitted herein will infringe, misappropriate or violate a third party’s

intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any

applicable law or regulation.

Term / Termination

19. Term of membership: Membership of the Platform is provided for an initial minimum period of 12 months

(“Initial Term”) and unless membership is terminated by you in accordance with clause 20 below,

membership shall automatically renew for consecutive 12-month periods (“Additional Terms”).

20. Termination by you:

(a) You may terminate your membership with the Platform by providing at least 30 days’ notice prior to

the end of the Initial Term, or where membership is automatically renewed, at least 30 days’ notice

prior to the end of the relevant Additional Term.

(b) You may terminate your membership with the Platform prior to the end of the Initial Term or

Additional Term (as applicable) by providing at least 30 days written notice, however, in such

circumstances PLC is entitled to charge you an ‘early termination fee’ equal to 50% of the

remainder of the relevant term.

21. Protective Action: For the protection of users of the Platform, PLC may suspend or terminate your

membership with PLC with or without notice to you if PLC considers that:

(a) Suspending or disabling your membership is necessary to maintain the integrity or security of the

Platform and/or PLC; or

(b) Your membership is being misused or has otherwise been compromised; or

(c) If PLC receives a serious complaint or multiple complaints are received about you from General

Users; or

(d) If, PLC, at its sole discretion, deem your behaviour to be unacceptable; or

(e) You breach these Terms.

Where appropriate, PLC will notify you of any suspension or disabling of your membership as soon as

practicable after doing so.

22. Accrued Rights: Termination of these Member Terms is without prejudice to any rights and obligations of

the parties accrued up to and including the date of termination. On termination of these Member Terms:

(a) Remain liable for any accrued fees and amounts which become due for payment before or after

termination; and

(b) Clauses of these Member Terms intended to survive termination, shall survive termination.

Registration Fees

23. Fees: For each term (being the Initial Term and any Additional Terms) you are a member of the Platform,

you must pay PLC an annual fee, which shall be payable to PLC in monthly instalments (the “Monthly

Fee”). The amount of the Monthly Fee will be agreed on directly between you and PLC and may vary

between members of the Platform, where the relevant member elects to have additional features in

relation to the membership.

24. Payment: The Monthly Fee is payable in advance, monthly, by direct debit from a bank account or credit

card. All sums due to PLC under these Member Terms:

(a) Must be paid in full without deduction, withholding, counterclaim or set-off of any kind;

(b) Must be paid no later than 10 days of receiving the relevant invoice from PLC.

Miscellaneous

25. Resolution of Disputes: PLC is not party to the provision of any direct engagement between you and

any General Users. Unless requested by PLC, you agree not to involve, or attempt to involve, PLC in any

dispute or in the resolution of disputes that arise between you and any General Users.

26. Events beyond Control: No party shall be liable to any other party for its inability to perform any

obligations under these Terms caused by Force Majeure Event. “Force Majeure Event” shall mean any

cause preventing either party from performing any or all of its obligations which arises from or is

attributable to any of the following acts, events, or omissions (or the direct consequences thereof) where

such act, event, or omission is beyond the reasonable control of the party so prevented:

(a) Act of God, earthquake, flood, fire, storm, or adverse weather conditions for which provision

could not reasonably have been made;

(b) Sabotage, riot, civil disturbance, insurrection, epidemic, national emergency (whether in fact or

law) or act of war (whether declared or not);

(c) Strike, lockout, work stoppage, or other labour disruptions;

(d) Governmental restraint, expropriation, prohibition, intervention, direction, or embargo; or

(e) Pandemic or epidemic,

Each party’s performance under these Terms is deemed to be suspended for the period that the Force

Majeure Event continues. Each party will use its reasonable endeavours to bring the Force Majeure Event

to a close or to find a solution by which their obligations under these Terms may be performed despite the

Force Majeure Event.

27. Governing Law: These Member Terms are governed by the laws of New Zealand. You irrevocably

submit to the non-exclusive jurisdiction of the courts of New Zealand.

28. Assignment: You may not assign or transfer your obligations under the Terms, in whole or in part, by

operation or law or otherwise, without PLC’ written consent.

29. Severability: If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be

read down so as to be enforceable, valid and legal, if this is not possible, the clause (or where possible,

the offending part) is to be severed from these Terms without affecting the enforceability, validity or

legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

30. Consumer Guarantees Act: If you are in business or using the Platform for the purposes of a business,

the you acknowledge that you are not entitled to claim any of the remedies provided under the Consumer

Guarantees Act 1993 from PLC and that the provisions of that Act do not apply.

31. Non-Waiver: If PLC does not exercise or enforce any right available to it under these Terms, it does not

constitute a waiver of those rights.

32. Contract Information: If you have any questions regarding these Terms, please contact PLC at

info@plc.nz.