USER MEMBERSHIP TERMS

1. Agreement: You and Rankers.co.nz Limited (“Rankers”) agree to the following terms and conditions (“Agreement”).

2. Further Terms:

   The Website Terms of Service and the Privacy Policy included on the Rankers website at www.rankers.co.nz (“Website”) also apply to your access to and use of the Website and also form part of this Agreement. In the event of any conflict between this Agreement and the Website Terms of Service and the Privacy Policy, to the greatest extent permitted at law, the terms of this Agreement will take precedence.

3. Information:

   You warrant that all information and personal details you provide to Rankers are correct. You may not transfer your registration or any rights you may have in your Rankers member account (“Member Account”) to any other person or entity.

4. Confidentiality of Passwords:

   You must keep all password and login information associated with your Member Account confidential and not disclose such information to any third party without first obtaining Rankers’ written consent. You will be solely responsible for all activities undertaken and/or costs incurred under the use of your password and login. You must notify Rankers immediately if you know or suspect that your Member Account has been accessed by a third party or your login or password details have been, or may have been, obtained by a third party.

5. Cancellation of Membership:

   Rankers reserves the right, acting at its sole discretion, to refuse to accept your registration request for a Member Account. Rankers also reserves the right, acting at its sole discretion, to cancel your registration and access to your Member Account at any point, if it believes you have breached this Agreement, the Website Terms of Service, the Privacy Policy or any other agreements you may have with Rankers. In such event you agree that Rankers will not be required to provide you with prior notice or explanation in respect of such cancellation. Notwithstanding the cancellation of access to your Member Account, you agree you will remain fully liable for any outstanding liability owed to Rankers.

6. Posting Policy:

   The following provisions (“Posting Policy”) apply to any comments you post on this website in any manner allowed by Rankers (“Comments”):

   • All Comments must represent your genuine opinion of the matter in question and must be based on facts which can be proved by documented evidence which you agree to supply to Rankers at no cost immediately on request for such evidence by Rankers;

   • Personal abuse, foul language, inappropriate subject matter or discriminatory remarks of any nature are not cool and aren’t allowed on this Website;

   • Rankers reserves the right without notice or explanation to:

     • not allow the posting of any specific Comments;

     • edit any specific Comments; or

     • completely remove any Comments from this website; and

   • You agree to indemnify Rankers on demand for any loss or costs of whatever nature suffered by Rankers whether direct or consequential as a result of any breach by you of paragraphs 6 (a)-(c).

7. Exclusion of Liability:

   To the greatest extent permitted by law, under no circumstances will Rankers, its employees, contractors or agents be liable to you in contract, tort, equity, statute, regulation or otherwise for any loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by you or by any third party, whether direct or consequential (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising out of any dispute or contractual, tortious or other claims or proceedings made by or bought against you which relate in any way to the Website including without limitation in respect of any Comments or in respect of any failure or omission on the part of Rankers to comply with its obligations as set out in this Agreement.

8. Limitation of Liability:

   To the greatest extent permitted by law, in the event that any limitation or provision contained in this Agreement is held to be invalid or unenforceable for any reason and Rankers becomes liable for any loss or damage that would otherwise have been excluded, Rankers’ maximum liability in contract, tort, equity, statute, regulation or otherwise for any loss, damage or injury directly or indirectly arising in respect of the Website or your access and use of the website is to be limited to $50 in New Zealand currency.

9. Jurisdiction:

   This Agreement is governed by and is to be interpreted in accordance with the laws of New Zealand and subject to clause 10, in all matters relating to or arising from this Agreement, you agree to submit to the exclusive jurisdiction of the Courts of New Zealand.

10. Disputes:

    In the event that you have a dispute in respect of this Agreement you must immediately notify Rankers in writing giving details of the dispute. If Rankers and yourself cannot resolve the dispute within fourteen (14) days then to the greatest extent permitted at law the following procedure will apply. The dispute will firstly be submitted to mediation by a mediator agreed to by both yourself and Rankers or, failing agreement, appointed by the Arbitrators and Mediators Institute of New Zealand. If the matter is not resolved by mediation within fourteen (14) days from there, (unless you are a consumer as defined in the Consumer Guarantees Act 1993), the matter will be submitted for arbitration in accordance with the Arbitration Act 1996 by a single arbitrator to be appointed by the Arbitrators and Mediators Institute of New Zealand. Unless agreed otherwise by Rankers, all such mediation and arbitration proceedings shall take place at a venue in New Zealand to be chosen by Rankers acting entirely at its own discretion. All costs in relation to the staging of such proceedings (excluding for the avoidance of doubt any awards which may be made) shall be borne equally by the parties unless explicitly stipulated otherwise by the arbitrator or agreed otherwise by the parties.

11. Failure to Comply:

    Rankers accepts no liability for any failure to comply with this Agreement where such failure is due to circumstances beyond its reasonable control.

12. Waiver:

    If Rankers waives any rights available to it under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

13. Severability:

    If any provision of this Agreement is held to be invalid, void, unenforceable or illegal for any reason, such provision shall be deemed to be severed from these Terms of Service and the remaining provisions shall continue in full force.

14. No Partnership:

    This Agreement shall not be deemed to constitute a partnership or joint venture between you and Rankers.

15. Further Rights:

    You agree to assist and cooperate with Rankers to do all such acts and execute any such further documents and instruments as Rankers may from time to time require to vest in or further assure to Rankers the rights granted to Rankers in this Agreement and for the protection and enforcement of the same.

16. Variation:

    This Agreement may not be varied except by agreement in writing signed by you and Rankers.

17. Assignment:

    You may not assign, transfer, sublicense or in any other manner make over to any third party the rights or obligations provided by this Agreement without Rankers’ prior written consent.

18. Entire Agreement:

    This Agreement constitutes the entire agreement between you and Rankers in respect of its subject matter and supersedes any previous understandings or agreements on that subject matter.

19. Retain a Copy:

    You should print out and retain a copy of this Agreement for your future reference.