Introduction

You must accept these OpenBase Terms (Terms) before accessing and using OpenBase. If you do not agree to these Terms, then you must not use, and must ensure that no other person uses, OpenBase.

By accessing OpenBase, you consent to be bound by these Terms, and are deemed to be a party to this End User Agreement or EUA (as defined below). If you do not agree with all of the terms and conditions of this EUA, do not access OpenBase.

This EUA is entered into by you as an end user of OpenBase. You confirm that you have the authority to act on behalf of any entity for whom you are using OpenBase.

From time to time we may need to make changes to this EUA. Please check these Terms frequently to stay updated with any changes to this EUA and you agree by continuing to access or use OpenBase to be bound by the updated Terms.

1. Definitions and Interpretation

   1. In this EUA, unless the context otherwise requires:

      1. Confidential Information means any and all information and data which is not publicly available.

      2. End User Agreement or EUA means the contract incorporating these Terms and the Partly T&Cs that is formed upon your access of OpenBase.

      3. OpenBase means Partly’s application for the discussion and viewing of Partly data standards.

      4. Partly T&Cs means the terms and conditions for using our Services as set out in https://www.partly.com/terms-and-conditions as amended from time to time by Partly in accordance with such terms and conditions.

      5. Services means access to OpenBase.

      6. Uploaded Data means any data or material (including any text, images, transaction data, or suggested changes to the Partly data standards) inputted by or transmitted by you (or on your behalf) to OpenBase.

      7. Territory means New Zealand.

      8. We, us, our or Partly means Partly Group Limited and any of its Related Companies (as defined in the Companies Act 1993).

      9. You means the user of OpenBase and your has a corresponding meaning.

2. Service

   1. Subject to your compliance with the EUA, Partly will provide the Services in relation to the Territory to you in accordance with the Partly T&Cs and these Terms and you agree to be bound by the Partly T&Cs and these Terms.

3. Licence

   1. We will grant you the licences as set out in the Partly T&Cs.

   2. You will grant us the licences as set out in the Partly T&Cs.

   3. Your licence under clause 3.1 is limited to:

      1. displaying the Partly data standard on your own public website;

      2. using the Partly data standard in your own internal system, enterprise resource planning or database;

      3. sending the Partly data standard part type and vehicle identification numbers third parties, provided that none of the associated data in the Partly data standard other than the identification number may be disclosed;

      4. viewing the vehicle parts data (formatted to the Partly data standards) on OpenBase;

      5. discussing vehicle parts data and the Partly data standards on OpenBase;

      6. submitting additional data or information on vehicle parts on OpenBase;

      7. submitting any changes, improvements and additions to the Partly data standards on OpenBase.

   4. You acknowledge and agree that we are not responsible for, and have no liability in respect of, any data contained in OpenBase or how you use the Services.

   5. We reserve the right to modify or amend OpenBase and/or the Partly data standards (or any part of it) at our sole discretion. Due to information improvements, changes to vehicle parts data on OpenBase may occur quickly and without notice.

4. Principles of Use

   1. The Partly data standard is free to use, for anyone, always.

   2. The Partly data standard will always remain neutral, never favouring any particular industry group.

   3. The Partly data standard is collaborative, and industry driven.

   4. The Partly data standard must not be copied or changed by individual users for their own independent benefit. All changes to the Partly data standard must be made available to all users of the Partly data standard, including:

      1. any improvements or additions to the Partly data standard; and

      2. any mappings to other standards.

   5. The Partly data standard must not be used to create another standard. This defeats the purpose of a common, neutral standard.

   6. The Partly data standard must be acknowledged on any public-facing website, material, or software.

   7. The Partly data standard is up-to-date, releasing minor changes weekly, major changes monthly, and foundational changes quarterly.

5. Restrictions on use of OpenBase

   1. You must not:

      1. breach any of the principles of use as set out in clause 4;

      2. use the Services or the Partly data standard to compete with Partly;

      3. make the Services available to any third party, unless explicitly authorised by this EUA or otherwise by Partly in writing;

      4. resell or resupply the Services or the output (or any part of the output) of the Services to any person or entity;

      5. reveal, modify, adapt, reproduce or otherwise use the Services (including any software, documentation or data related to the Services) for any purpose not explicitly authorised by this EUA;

      6. extract, disassemble, decompile, reverse engineer, translate, creative derivative works or otherwise seek to reveal the operating logic of any part of the Services;

      7. use the Services to derive the source code, underlying ideas, algorithms, structure or organisation, or store data/output of the Services, or any similar action, in a manner that facilitates the creation or development of an Application Programming Interface (API) or any functionality of Services;

      8. use or permit (whether directly or indirectly) the use of the Services for the purpose of training artificial intelligence technologies to generate text, including technologies that are capable of generating works in the same style as any part of the Services;

      9. conduct, facilitate, authorise or permit any text or data mining or web scraping for any purpose in relation to the Services, or information featured in it. This includes using (or permitting, authorising or attempting the use of): (i) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; or (ii) any “robot”, “bot”, “spider”, “scraper”, “AI tool” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Services or information featured in it;

      10. use or permit (whether directly or indirectly) the use of the Services for any illegal or unethical purpose; or

      11. defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Services (or any part of them).

   2. You will at all times, including during and after the term of this EUA, keep the content and output of the Services (or any part of them) and your access credentials such as login, password and codes, confidential, unless disclosure is explicitly authorised by this EUA (such as by exploiting your licence under this EUA).

   3. In respect of your access to and use of the Services you will comply with all applicable laws, rules and regulations, together with all guidelines, procedures and policies notified by Partly from time to time. You must not use the Services:

      1. in a way that violates the privacy rights or civil liberties of any person (including in a way that prevents the exercise of them);

      2. in a way that attempts to circumvent, or is otherwise inconsistent with, your obligations in (and anticipated by) this EUA;

      3. for any illegal, unlawful or otherwise improper purpose;

      4. to analyse or research the content of the Services in a way that isolates a small group of individuals or any single individual for any purposes;

      5. to collect personal information about third parties, including without limitation, e-mail addresses; or

      6. in such a way that would ordinarily be considered inconsistent with the reasonable expectation of privacy of an individual any data relates to.

   4. You further agree that:

      1. you are solely responsible for the Uploaded Data, the contents of your e-mail messages, attachments and stored files and we reserve the right to remove from our servers any content that may expose us to potential liability (but for the avoidance of doubt a failure by us to do so does not relieve you from responsibility) or potential negative consequences;

      2. you may not distribute through the Services any attachments, documents or files that: (i) infringe on any intellectual property rights; (ii) violate any law, statute, ordinance or regulation, including but not limited to any applicable privacy legislation, such as the New Zealand Privacy Act 2020 and the European General Data Protection Regulation; (iii) are defamatory, libellous or obscene; or (iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines;

      3. you may not use the Services in a manner that may damage, disable, overburden or impair either the Services or the networks connected to the Services; and

      4. you may not attempt to gain unauthorised access to the Services, including but without limitation, through hacking or password mining.

   5. Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your sole responsibility. We accept no responsibility for any unavailability of, or defects in, OpenBase or the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility, or your failure to make payment of the costs for such items.

   6. We may at our discretion use technology (including digital rights management protocols) or other means to protect the Services, protect its customers, or to prevent you from breaching this EUA.

   7. You may not access or use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

6. Posts and Uploaded Data on OpenBase

   1. You must not post, store, distribute or transmit to OpenBase any material that:

      1. is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;

      2. you know is misleading or deceptive;

      3. facilitates illegal activity;

      4. depicts sexually explicit images; and/or

      5. promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity.

   2. Notwithstanding anything to the contrary in the Partly T&Cs, you acknowledge and agree that title and associated intellectual property rights in the Uploaded Data will vest in and be owned by Partly.

   3. You warrant and represent to us that:

      1. you have all rights and licenses necessary or desirable to transfer title of Uploaded Data to Partly, and inputting or transmitting Uploaded Data in the manner anticipated by this EUA and the Services; and

      2. use of the Uploaded Data by us or you in connection with the Services will not breach any laws or infringe the intellectual property rights of any person.

   4. You acknowledge that using the Service is dependent on cooperation from third parties, and that we are not responsible (or liable in any way whatsoever) for:

      1. the acts or omissions of any such third parties; or

      2. the accuracy or inaccuracy of any information or data provided by any such third party (including where such information has been inputted into the Services (or made available via the Services) by us).

7. Confidentiality

   1. Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to this EUA. The provisions of this clause do not apply to any information which:

      1. is public knowledge other than breach of this clause;

      2. is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;

      3. is required by law to be disclosed.

8. General

   1. This EUA constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether oral or written, of the parties relating to the matters dealt with in this Agreement. To the extent that there is any conflict or inconsistency between these Terms and the Partly T&Cs, these Terms will prevail.

   2. Any notice or correspondence required to be given or sent by either party to the other must be in writing and be sent to the email address set out below:

      1. Us: [email protected]; and

      2. You: the e-mail address specified when you create your logon.

   3. No waiver of a right or remedy under this Agreement or at Law (a right) will be effective unless the waiver is in writing and signed by that party. No delay or omission by a party to exercise any right will constitute a waiver of that right. Any waiver of a right will not constitute a waiver of any subsequent or continuing right. No single or partial exercise of a right will restrict the further exercise of that or any other right.

   4. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by this Agreement or Law.

   5. A person who is not a party will not have any rights under or in connection with this Agreement by virtue of subpart 1 of part 2 of the Contract and Commercial Law Act 2017.

   6. This Agreement does not create any relationship between the parties of principal and agent, partnership, joint venture, or employer and employee. Neither party will have authority to act for or incur any obligation on behalf of another party, except as expressly provided for in this Agreement.

   7. Each party will, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of this Agreement.

   8. No party may assign, novate or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. For the purposes of this clause, a change of control of a party will be deemed an assignment by that party.

   9. If any provision of these terms and conditions is held by any court to be illegal, void or unenforceable, such determination will not impair the enforceability of the remaining provisions.

   10. This Agreement and its terms are governed by, and will be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the courts of New Zealand.

   11. We may revise these Terms at any time. Any such revisions will take effect once notified through a post or other announcement on OpenBase or on our website detailing the respect(s) in which the Terms have changed. Continued use of OpenBase after the effective date of any such revisions, through the act of your logging in to OpenBase, indicates your acceptance of those revisions.

I agree to the OpenBase End User Agreement