Terms and Conditions of the use of Spin It Wide.com

These Terms and Conditions apply when you access our website to use the Services and Site of Global PR Limited ("GPRL") trading as Spin It Wide. Before proceeding to use our services, you should read the Terms and Conditions carefully. If you find yourself unable to agree to them, then you must not use our website or services. If, however, you agree to them unconditionally you must click the "I have read and agree" checkbox during the registration process. Once approved, you will then be able to use our website and services to which these Terms and Conditions apply.

GPRL may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on our web site ("the Site"). Except as stated below, all amended Terms and Conditions shall be automatically effective once they are posted on the Site.

1. Membership Eligibility

1.1 Our services are available only to individuals who have the capacity to form legally binding contracts under the law applicable to these Terms and Conditions. Without limiting the foregoing, our services are not available to minors (under 18 years of age). If you do not qualify, you are not permitted to use our services and no contract will be formed between you and GPRL. Further, our services are not available to temporarily or indefinitely suspended GPRL members.

2. Binding Agreement

2.1 A legally binding contract is formed between GPRL and a member eligible under clause 1 above, when the member accepts these Terms and Conditions unconditionally by clicking the "I have read and agree" user agreement checkbox during the registration process.

2.2 GPRL, in its absolute discretion, reserves the right to refuse, suspend or cancel the membership of any member.

2.3 These Terms and Conditions shall override any contrary separate Terms or Conditions published by GPRL or appearing on this web site pertaining to members except for Terms and Conditions subsequently posted and expressed to amend the existing Terms and Conditions entitled “User Agreement”.

2.4 In consideration of GPRL agreeing to the member's use of the Site and its Services (as defined in clause 7 below), the member agrees to comply with these Terms and Conditions.

3. Fees and Services

3.1 Details of GPRL's services are set out in full on the Site ("Services") and will be undertaken by GPRL on acceptance by GPRL of your order to purchase individual Services or to subscribe to several Services and payment in full of the subscription fees for such relevant Services as correspondingly set out on the Site ("Fees"). Each separate use of the Services shall form and be treated as a separate legal contract between you and GPRL for provision of the relevant Services, subject to these Terms and Conditions.

3.2 GPRL reserves the right to change its fee policy and the fees charged for services from time to time, with such changes becoming effective immediately upon posting notice of the changes on the Site, or advice to the client's requested email address. Unless otherwise stated, all fees are quoted in New Zealand Dollars. You are responsible for paying all fees associated with using the Services and the Site and all applicable taxes.

3.3 You agree to pay to GPRL the Fees for the Services you purchase from GPRL, subject to the terms of this Agreement. All Fees shall be payable by you in full in advance and are non-refundable, subject to clause 4 below (Cancellation and Refunds Policy).

3.4 The Services shall be made reasonably available to you, subject to these Terms and Conditions and subject to technical errors and downtime which may be associated with the Internet and the Site. You acknowledge and accept that GPRL has no control over the Internet, which is a global decentralised network of computer systems. Access to the Site and Services shall not, therefore, be error free or uninterrupted and may be disrupted and variable.

3.5 The Site is maintained in partnership with GPRL's hosting service providers. Every effort is made to ensure the continuity of the Site and Services, but some occasional technical downtime beyond our control and/or the control of our hosting service provider may occur. You acknowledge and accept that such downtime may prevent the Site being viewed and may restrict access to your subscription account or the ability to access the Services from time to time.

3.6 You acknowledge and accept that the disclaimers and limitation of liability relating to the Site and Services set out in Clause 12 will apply.

3.7 In the event that any individual component of our Services is disputed then the parties shall endeavour in good faith to reach agreement in relation to the disputed Services in accordance with clause 14 of these Terms and Conditions.

4. Cancellation and Fees Refunds Policy

4.1 If you are acting as a consumer, as defined under the New Zealand Consumer Guarantees Act 1993, your statutory rights under that Act will apply.

4.2 If you are not acting as a consumer as so defined, those rights provided under the New Zealand Consumer Guarantees Act 1993 shall not apply to you.

4.3 GPRL may cancel or amend the availability of the Services at any time or the Terms and Conditions that apply, at any time without notice to you.

4.4 If GPRL cancels availability of the Services:

a) other than by reason of breach by you of the Terms and Conditions; or

b) if by reason of changes to the Services or their availability which seriously diminish the usefulness of the Services to you; and as a result you cancel your agreement with GPRL,

GPRL will refund a fair proportion of any fees paid in advance.

4.5 If GPRL changes its fee schedule at a time when you have a pre-paid credit, services engaged subsequently by you will be charged at the new rate. GPRL will provide advanced notice of any changes.

4.6 Subject to clause 4.4, if you cancel your agreement to use the Services, or if the Services become undeliverable for reasons beyond GPRL control, refunds are at the absolute discretion of GPRL.

5. Third Party Advertising and Links to Third Party Websites

5.1 There may be third party advertising posted on the Site from time to time which may contain links to third party web sites, frames and portals ("Third Party Sites"). You acknowledge and accept that GPRL does not exercise any review or editorial control over the content of such Third Party Sites, or any associated advertising of those Third Party Sites, whatsoever.

5.2 Accordingly, all GPRL's liability or responsibility for the content of such Third Party Sites and / or associated advertising on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law.

5.3 Furthermore, GPRL has not reviewed the content of Third Party Sites. GPRL is not responsible for the content or availability of these Third Party Sites. If you decide to use any link to a Third Party Site, you leave the Site and you do so at your own risk. It is your sole responsibility to take all protective measures to guard against viruses or other destructive elements which may exist on those Third Party Sites.

5.4 Links to Third Party Sites in the third party advertising or otherwise on the Site does not imply that:

• GPRL endorses the content of such Third Party Sites;
• GPRL is affiliated or associated with the owners of such Third Party Sites;
• GPRL is legally authorised to use any trade mark, trade name, logo or copy right symbol displayed in or accessible through the Third Party Sites; or
• any linked Third Party Site is authorised to use any trade mark, trade name, logo or copyright of GPRL.

6. The Site

6.1 GPRL reserves the right to change the content, presentation, performance, user facilities and availability of any part of the Site at its sole discretion and without notice. It is the member's responsibility to refer to and update itself in relation to any changes made. Any such changes will become effective upon posting to the Site by GPRL.

6.2 GPRL does not warrant any continuity of connection, transmission over security or results from the use of any network connection or facilities provided or omitted to be provided in connection with the use of the Site.

6.3 Where GPRL provides hyperlinks to Third Party Sites, GPRL shall not take any responsibility for nor does it make any warranties, representations or undertakings about the content of any other web-site which may be referred to or accessed by the hyperlink and GPRL does not endorse or approve the content of such Third Party Sites.

6.4 GPRL makes no warranty as to the continuous availability of the Site, but shall use reasonable endeavours to keep down time to a minimum.

7. Spin It Wide Services

7.1 Overview - Spin It Wide allows registered users to send press statements, speeches, other publishable material ("Information") to daily and weekly newspapers, weekend newspapers, television and radio stations, magazines and internet media (collectively "Recipients") anywhere in the countries listed in the Address section at the push of a button. GPRL does not warrant or guarantee the integrity of the Recipients, the use of Information provided by you to the Recipients, nor against the illegal or improper use of Information by Recipients or others.

7.2 Release - In the event that you have a dispute or issue with one or more of the Recipients, you shall release GPRL (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7.3 Under no circumstances shall GPRL be liable for direct, indirect, or incidental damages resulting from your use of services, information, commentary, advice or other content on the Site. You agree to indemnify GPRL against any actions, claims, proceedings, or liabilities arising from your use of the Site and the Services.

7.4 You acknowledge and accept that there may be technical downtime relating to the Services and that GPRL has no control over the Internet. Information may be attacked by viruses, worms, Trojan horses, cancelbots, or other harmful and destructive elements causing error. Such downtime or errors may prevent Information being viewed by Recipients in the form sent or at all. GPRL shall not be liable if transmission of Information is delayed, prevented, or displayed incorrectly by any cause beyond GPRL's control including server downtime and such destructive elements.

7.5 You agree to pay the relevant fees, if any, set out on the Site for use of Services. Fees set out on the Site may change from time to time and any change will be posted on the Site and will take effect for new Information submitted after posting of the change. Payment for all use of Services must be prepaid in accordance with the payment methods set out on the Site.

7.6 You agree to indemnify us in respect of claims, damages or other charges incurred by us (whether direct or consequential) including legal costs arising from any action relating to:

(a) publication of any Information submitted by you through or on the Site;

(b) breach by you of any provision of the Terms and Conditions.

8. Your Information

8.1 "Your Information" is defined as any information you provide to GPRL, Recipients or other users during registration or thereafter, in any field, message, area through feedback or any e-mail or form features, or otherwise.

8.2 By agreeing to these terms and conditions you warrant that your information and conduct (or any items listed therein) shall not:

• be false, inaccurate or misleading,
• be fraudulent or involve the sale of counterfeit or stolen items,
• infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy,
• violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising) either in New Zealand or in the country of the requested user or the Recipient,
• be defamatory, libellous, unlawfully threatening or unlawfully harassing,
• be obscene, blasphemous, contain any pornography including without limitation child pornography or other legally restricted material,
• contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information,
• contain unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing),
• create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers, and/or
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything.

8.3 To enable GPRL to transmit Your Information supplied, such that we are not violating any rights you might have in that information, you agree to grant GPRL a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence and the right to sub-license (through multiple tiers) to use the copyright, publicity and other intellectual property rights you have in Your Information, in any media now known or not currently known, as may reasonably be considered appropriate by GPRL to perform the Services.

8.4 You are responsible for all statements made and acts that occur through the use of your membership and password or any terminal on any premises occupied by you.

8.5 You agree not to disclose your password to anyone. If your password has been stolen, you must notify GPRL immediately by email. GPRL at its sole discretion may terminate your membership without prior notice to you for violating the above provisions.

8.6 While GPRL cannot review all transmissions by users, GPRL reserves the right to, and may, from time to time, monitor any information transmitted or received through our service. GPRL, at its sole discretion and without further notice to you, may review, remove, or otherwise block any Information that GPRL deems inappropriate or that violates any part of this agreement.

8.7 You acknowledge the risk of intellectual property rights infringement and breach of confidentiality relating to any material you submit for transmission by the Services. You warrant and represent that you own or have an appropriate valid license to use all intellectual property rights in such material and that such material shall not without the prior written authority of any holder of copyright or other right therein:

• reproduce images or text copied in whole or in part from other sources,
• be confidential information owned by a third party,
• be false, fraudulent, inaccurate or misleading,
• infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy,
• be defamatory, libellous, unlawfully threatening or unlawfully harassing,
• be obscene, blasphemous, contain any pornography including without limitation child pornography or other legally restricted material,
• contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information,
• create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers, and/or
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything.

8.8 You warrant that neither you or any entity which you are directly or indirectly associated are persons or entities barred from receiving internet services under New Zealand law, United States federal or state laws, or the laws of any other jurisdiction to which Information is sent pursuant to the Services

8.9 You shall fully indemnify GPRL for any claims or damage (including legal costs) for any breach of the warranties set out in clauses 8.1 to 8.8.

9. Access and Interference

9.1 You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained therein without the prior written consent of GPRL.

9.2 You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or the Services.

9.3 You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.

9.4 You agree you will not do anything which will cause GPRL to be in breach of the Terms and Conditions under which it utilises the server/host supporting the Services.

10. Breach

10.1 Without limiting other remedies, GPRL may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Services to you if:

• you breach this Agreement or the documents it incorporates by reference (including but not limited to our Privacy Policy),
• GPRL are unable to verify or authenticate any information you provide to us; and
• GPRL believe that your actions may cause legal liability for you, Recipients, other users or GPRL.

11. No Warranty

11.1 The Site including, without limitation, its contents, functionality, performance and features are provided on an "as available basis" at your sole risk and without representations or warranties of any kind (which are excluded to the full extent permitted by law).

11.2 GPRL and other parties involved in creating, producing or delivering the Site or the Services expressly exclude all warranties, conditions or terms express or implied, statutory or otherwise including without limitation any warranty as to satisfactory quality or any warranty or commitment that access or use will be uninterrupted or error free.

12. Liability Limit

12.1 Nothing in this agreement is intended to limit or exclude any liability on the part of GPRL where and to the extent that applicable law prohibits such exclusion or limitation.

12.2 Subject clause 12.1 and any clauses relating to limitation of liability elsewhere in these Terms and Conditions, in no event shall GPRL or its suppliers be liable for any: lost profits; lost sales; lost business; lost opportunity; lost information; lost anticipated savings; or special, indirect or consequential damages (however arising, including as a result of negligence) arising out of or in connection with this agreement including the Site or Services.

12.3 Accordingly, subject to clause 12.1, you agree not to bring a claim of any nature against GPRL in relation the use of or access to the Site and use or access to the Services, except where such a claim cannot be excluded by law. You acknowledge and agree that GPRL will have the right (subject to the discretion of the Court) to a stay of proceeding if you bring any claim against GPRL in breach of the foregoing.

12.3 GPRL shall not be liable or responsible in any way for any damage caused by any misuse of the Site or the Services by you or any third party, or caused by any Service.

12.4 GPRL shall be free to modify, temporarily suspend or cancel the Services and to reasonably amend these Terms and Conditions at any time in writing which amendments will be deemed to be agreed by you upon using the Site and Services.

12.5 Subject to clause 12.1 above, GPRL shall not be liable for any damage or expenses incurred by you or any other person as a result of such modification, suspension or cancellation of any game or reasonable amendment to these Terms and Conditions.

12.6 You acknowledge that information, software and other material accessible over the Internet via the Site may contain viruses, worms, Trojan horses, cancelbots, or other harmful and destructive components. GPRL shall not be liable for any direct, indirect, incidental or other loss or damages which result or may result from your access to or use of the Internet, Site or Services.

13. Indemnity

13.1 You agree to indemnify, defend and hold harmless GPRL and its subsidiaries, affiliates, officers, directors, agents, and employees, from and against any claim, demand, liability, cost (including legal costs on a solicitor-client basis), damage or loss it may incur, including legal fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.  This indemnity will continue to apply after this Agreement is terminated or is no longer in force for whatever reason.

14. Dispute Resolution

14.1 If a dispute arises in relation to these Terms and Conditions, the Parties shall attempt to resolve the dispute using the dispute resolution process set out below.

14.2 Either Party can initiate the dispute resolution process by giving written notice to the other Party (“Dispute Notice”).

14.3 The Parties must attempt to resolve the matter by negotiation.  If the Parties cannot resolve the matter by negotiation, either Party can advise the other Party within 15 Business Days after delivery of the Dispute Notice that they wish to resolve the matter by mediation.  If the Parties cannot agree on an independent mediator, either Party can request the President of the New Zealand Law Society to appoint a mediator.

14.4 If the dispute cannot be resolved within 30 Business Days of the appointment of the independent mediator or such other period as agreed to in writing between the Parties, either Party can submit the dispute to arbitration in accordance with the provisions of the Arbitration Act 1996.

14.5 If the dispute is referred to arbitration under clause 14.4 of these terms and conditions, the arbitration shall be conducted in Wellington, New Zealand.  Either party may seek interim or preliminary relief from a New Zealand court to protect their rights or property pending the completion of the arbitration. 

14.5 Each Party shall pay its own costs in relation to the mediation and/or arbitration under this clause (other than in relation to the mediator and/or arbitrator’s fee or costs, which shall be shared equally between the Parties). 

15. Intellectual Property

15.1 You acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, patents, copyright, rights in databases, trade marks and trade names whether registered or unregistered and subsisting anywhere in the World) in the Site belongs to GPRL or its third party licensors. Accordingly, any part of this Site (or its source HTML or any other code) may not be used, transferred, copied or reproduced in whole or in part in any manner other than for the purposes of utilising this Site and the Services, meaning that you may only display it on your computer screen and print it out on your printer for the sole purpose of viewing its content in connection with the Services.

15.2 spinitwide.com, the term "Spin It Wide", the Spin It Wide logo and the GPRL logo are trade names or trademarks of GPRL, the use of which is expressly forbidden by any other persons without the express permission of GPRL.

15.3 GPRL makes no warranty or representation in respect of any other trade mark or trading name, symbol or device, all of which are hereby acknowledged. If you have any questions in relation to the use of any marks contained within the GPRL Services please contact GPRL.

16. General

16.1 Enforcement - This Agreement shall be governed in all respects by the laws of New Zealand as if the Agreement was a contract wholly entered into and wholly performed within New Zealand. The parties hereby submit to the exclusive jurisdiction of the New Zealand courts (subject to the provision for arbitration herein).  The proper place for hearing any proceedings shall be at Wellington, New Zealand.

16.2 The laws of your country may be different from those of New Zealand or the country of the Recipient in numerous respects. There is no practical way for GPRL to monitor the laws of every country in detail. Please do not assume that you are allowed to do what other users may do. GPRL does not approve or validate transactions, advice or communications, and you accept sole responsibility for checking legality of your actions and acting in accordance with the laws applying to you.

16.3 Partial invalidity - If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out of these Terms and Conditions and the remaining provisions shall remain in force. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. GPRL's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

16.4 Entire agreement – This agreement constitutes the entire agreement between the parties in respect of the matters referred to herein, to the exclusion of all other agreements or arrangements, whether express or implied, and therefore supersedes any prior agreements or arrangements between the parties in respect of such matters of any nature whatsoever.

16.5 Legal Compliance - You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of GPRL's Services both in New Zealand and in the country of any Recipient to whom Information is transmitted at your request.

16.6 No Agency - You agree that you and GPRL are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

16.7 Notices - All notices required to be served on GPRL shall be sent to the contact address stated in the contact section as notified on the Site from time to time for such purpose.

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