Welcome to Resolution, an online service for farm management. Resolution is owned by Top Rail Limited, based in Southland, New Zealand.
Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the farm management platform operated by Top Rail Limited ("Us", "We", "Our") through the resolutionapp.co.nz website ("Service").
These Terms are to be read in conjunction with all other agreements you have entered into with Top Rail for the Services and together with all such agreements constitute the entire agreement between you and Us regarding our Service.
Any use of this Service is bound by these Terms of Service. If you disagree with any part of these Terms then you may not use the Service. These Terms apply to all visitors, users, and others who access or use the Service ("Users"). By registering to use the Service and create an account, you acknowledge that you have the authority to act on behalf of an entity for whom you use the Service, and have read and understood the Terms. You agree to use the Service in compliance with all applicable local, national, and international laws, rules, and regulations. The Service will evolve over time, with new features and refinement. We may not always notify you of changes.
For the purposes of these Terms, "Farm" means a block or blocks of land farmed and/or managed together for the same type of farming (if necessary, as reasonably determined by Top Rail). Every Farm has a Subscriber Account. This means the person or entity who registers a Farm to use the Service, and is responsible for paying for the Service ("Subscriber"). The Subscriber is responsible for all invited Users use of the Service, and the level of access permissions for the Users. The Subscriber can change or revoke an invited User at any time, for any reason. If there is a dispute between the Subscriber and User regarding access to and use of the Service, the Subscriber shall decide on the level of access the User may have to the Subscriber account, if any.. If you have more than one farm, you will pay an annual subscription fee for each Farm.
Our Service allows you to upload, submit, store, receive, and send content such as text, files, media, and other materials. The ownership of this content belongs to you, but other Users linked to the Subscriber account are able to view, download, and use this content. We have no responsibility for how other Users interact with and use your content. Please consider the potential implications before sharing your content. You understand that by publishing your content to the Service, the copyright protection of the content is your responsibility. You agree not to post any content that may be offensive, cause harm in any way to person or property, is illegal, or copyrighted.
You may use the Service on behalf of others, to provide Services to others. You must ensure that you are authorised to do so, and that as a third party User you agree to accept these Terms as they apply to you.
The Subscriber will ensure payment of a setup fee and an annual subscription fee is made in exchange for access to the Service. The subscription fee is annual, as agreed between Us and you at the time of registration, and will always be paid in advance of using the Service.
An invoice will be provided to the account Subscriber for each payment.
If payment is not made, the account may be suspended immediately at Our discretion. If no payment is received within 30 days of the due date, we may remove your account, at Our discretion.
You are responsible for any taxes and duties that are in addition to the setup fee and subscription fees. If we have offered you a preferential or discounted subscription fees, this is conditional upon your acceptance of responsibility for payment in relation to all of your Subscriber accounts. We reserve the right to render invoices for the non-discounted subscription fees, suspend, or terminate one or all of your Subscriber accounts in the event that any fees are not paid in full by the due date.
Safeguarding of the password that you use to access the Service and for any other activities relating to the password is your responsibility, whether your password is with the Service or a third-party service. You agree not to disclose your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorised use of your account. We encourage you to use ‘strong’ passwords that are a combination of upper and lowercase letters, numbers, and symbols with your account. We are not liable for any damage or loss that arises from you failing to comply with these requirements.
When accessing and using the Service, you must not use the service in any way to impair its functionality, or impair the ability of any other user to use the Service, or attempt to undermine the integrity or security of Our computing systems, networks, or third-party hosting systems. You must not infect, or attempt to infect the Service on other users computing devices by transmitting or inputting damaging files into the Service. You must not attempt to reproduce, adapt, copy, decompile, reverse engineer, disassemble, or copy any part of the Service or website. You must not use the service to store or communicate copyrighted, offensive, or illegal material, content, or data.
You agree to indemnify Us, Our employees, contractors, agents, officers, licensors, and directors against all costs, claims, loss, and damage resulting from your breach of these Terms, or Your use of the Service. This includes any other party obtaining access to and using the Service with your username and password.
We strive for relentless innovation, which will always result in ongoing changes and improvements to the Service. We may add more features and functionality, and remove redundant features. You may not always be notified of these changes. We may stop providing the Service to you at any time. We may revise these Terms at any time, and display the most current version on this website. We may notify you by email. We may terminate or suspend your account at any time, without liability or prior notice, for any reason, or no reason, including without limitation if you breach these Terms. By continuing to use the Service after a revision becomes effective, you agree to the new Terms. You may stop using the Service at any time if you disagree with the Terms. On stopping the Services, you will be required to pay any invoice issued as at the date you stop the Services and We will not be required to reimburse you for any fees paid as that date.
We the title to and ownership of all intellectual property rights in the Service, website, and documentation. Nothing in these Terms gives you right to use Our name, trademarks, logos, or other distinctive brand features. The Service is protected by copyright, trademark, and other laws in New Zealand and foreign countries.
Any suggestions that you may provide to Us regarding the Service are entirely voluntary, and we are free to use these without obligation to you. Any data or content created by you in the Service remains your property. Your access to the content and data is contingent on full payment of subscription fees when due. You grant Us a license to use your data and content in any way necessary for the purposes of enabling you to access and use the Service. We routinely backup all data to safeguard against loss and speed up data recovery in the unlikely event of a problem. We expressly excludes liability for any loss of data, no matter how it was lost or caused. We suggest you take routine copies of your data and store it on your own Hard Drive.
To the extent permitted by law, We exclude all warranties. The Service is provided "as-is" and "as-available". We make no specific promises about the availability, reliability, or perceived quality of the Service. You warrant that to the maximum extent permitted by law, any consumer guarantees in any jurisdiction do not apply to the supply of the Service, website, or Terms.
To the maximum extent permitted by law, We will not be responsible for any loss or damage resulting either directly or indirectly from your use of the Service. Any claim by you regarding any loss or damage suffered by you as a result of Our negligence will be limited in financial terms to the value of the access fees paid by you in the previous billing cycle. This is limited to any one incident, or series of incidents. If you are not satisfied with the Service, please discontinue your use.
The Terms shall be governed and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. For more information about how to contact Us, please visit our Contact page.