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ecoPortal Terms and Conditions

You must read the following Terms and Conditions carefully before indicating
acceptance at the end by clicking on the “I Accept” button. If you do not agree
to any of these Terms, click on the “I Do Not Accept” button at the end of these
Terms and you will not be permitted to access and use the Software.

Triplics Limited, trading as ecoPortal, (“ecoPortal”) has agreed to license you
to access and use the Software on the following terms and conditions.

1. Interpretation

1.1 In these Terms:

Access Key means a unique code and login password that allows you to access and
use the Website;

Data means data and information uploaded by you to the Website;

Documentation means all instruction manuals, user guides and other information
relating to the Website;

Intellectual Property Rights means all property and rights to patents, licences,
trade marks, service marks, trade names, inventions, trade secrets, copyright,
moral rights, design rights, know-how, confidential information and any other
intellectual property rights;

Website means ecoPortal’s website, www.ecoportal.co.nz and includes the software
that enables the Website to function.

2. Licence

2.1. With effect from the date you are given an Access Key, ecoPortal grants to
you a non-exclusive, non-transferable licence to access and use the Website for
your own internal business purposes and on these Terms:

2.2. ecoPortal will provide Documentation to assist you in accessing and using
the Software.

2.3. In order to access and use the Website, you must register with ecoPortal
and supply an email address.

2.4. You acknowledge that:

(a) you are solely responsible for acquiring, servicing, maintaining and
updating all equipment, interfaces and communication services that allow you to
access the Website;

(b) telecommunication services, computer networks and the Internet can be
unpredictable and may from time to time interfere with or prevent access to the
Website; and

(c) ecoPortal is not responsible for any interference with your access to or use
of the Website.

3. Intellectual Property Rights and Confidentiality

3.1. You acknowledge that the Intellectual Property Rights in the Website and
the Documentation belong to ecoPortal.

3.2. ecoPortal acknowledges that the Intellectual Property Rights in any Data
remain your property. You must maintain copies of all Data entered into the
Website. ecoPortal will not be liable for any loss, damage or cost suffered by
you or any other person as a result of the Data being lost or corrupted.

3.3. You will treat all information relating to the Website and the
Documentation as confidential unless it is in the public domain otherwise than
by a breach of these Terms.

3.4. ecoPortal will treat as confidential all information relating to you that
could reasonably be considered to be confidential, unless you permit ecoPortal
to use the information or the information is in the public domain otherwise than
by a breach of these Terms.

3.5. You must:

(a) not copy any Documentation, except as necessary for your own back-up
purposes;

(b) maintain the confidentiality of your Access Key and not to allow any
unauthorised person to use it;

(c) not transfer or otherwise deal in the Documentation or your rights under
these Terms;

(d) maintain all copyright notices on the Documentation;

(e) notify ecoPortal immediately you become aware that any person may have
unauthorised knowledge, access to or use of the Website or the Documentation.

4. Warranties

4.1. ecoPortal warrants that it has the authority to grant you access to the
Website and the Documentation.

4.2. ecoPortal warrants that to the best of its knowledge and belief the Website
and the Documentation do not infringe any other person’s Intellectual Property
Rights.

4.3. ecoPortal warrants that the Website will function substantially in
accordance with the Documentation. ecoPortal will correct documented code errors
caused by a defect in the Website but accepts no liability for any interference
in your access to the Website caused by these defects.

5. Limitation of liability

5.1. Except as expressly provided in these Terms, all representations or
warranties (statutory, express or implied), except any which may not lawfully be
excluded, are expressly excluded, including the implied warranties of
merchantability and fitness for a particular purpose.

5.2. In no circumstances will ecoPortal be liable for any loss of profits or any
indirect or consequential loss or damage arising out of the use of the Website.

5.3. ecoPortal's liability to you arising out of all claims for damages under
these Terms will not exceed in aggregate the Fees paid by you in the six months
prior to the date on which the claim arose.

6. Default and termination

6.1. Your right to access and use the Software will terminate immediately on the
first of the following to occur:

(a) ecoPortal giving notice that you have breached any provision of these Terms;

(b) you becoming insolvent, going into liquidation, having a receiver appointed
over any of your assets, ceasing to carry on business or making any composition
or arrangement with creditors.

6.2. Following termination you will have no further right to access or use the
Software and must return to ecoPortal your Access Key and all copies of the
Documentation in whatever form possessed by you.

6.3. Clauses 3 and 5 will survive termination of your access to the Website.

7. General

7.1. Any notice to be given under these Terms must be made in writing, email or
by fax sent to the registered office or principal place of business of the other
party or to such other address as may be notified by either party to the other
from time to time. Any notice by email or fax will be deemed to be received when
transmitted to the correct email or fax address of the recipient. Any other
notice will be deemed to be received when left at the specified address of the
recipient or two days following the date of posting.

7.2. No waiver of any breach of these Terms will be deemed to be a waiver of any
other or any subsequent breach. The failure by ecoPortal to enforce any
provision of these Terms will not be interpreted as a waiver of the provision.

7.3. You may not assign or transfer any of your rights or obligations under
these Terms without ecoPortal’s prior written consent. A change in your
ownership (if a company) is deemed to be a transfer of these Terms.

7.4. If any provision of these Terms is invalid or unenforceable, the remaining
provisions will not be affected and will continue in full force.

7.5. This Agreement is subject to the laws of New Zealand and the parties submit
to the exclusive jurisdiction of the New Zealand courts.

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