TERMS AND CONDITIONS

UNIVERSAL MUSIC NEW ZEALAND TERMS OF USE

1. INTRODUCTION

1.1 Welcome to Universal Music. This website or application is owned and operated by Universal Music New Zealand Limited (Company Number 31146) or one of its related companies, as that term is defined in the Companies Act 1993 (read as if the expression “company” in that subsection includes any body corporate of any jurisdiction). (“Universal, “we”, “us” or “our”).

1.2 Your access to and use of:

(a) this website or application and any other website or application that we make available to you from time to time (“Service”); and

(b) the supply of any Products or services by us to you via the Service,

is subject to these terms of use (“Terms of Use”). By accessing and using the Service, you agree to comply with, and to be bound by, these Terms of Use (as updated by us from time to time in accordance with these Terms of Use). If you do not agree to these Terms of Use, you must not access or use the Service.

1.3 The Agreement is governed by the laws of New Zealand.

1.4 We may change these Terms of Use from time to time by notice on the Service and it is your responsibility to check them regularly. We will notify you of any material changes to these Terms of Use via the Service or by electronic communication, as we reasonably consider appropriate in the circumstances. Any detrimental changes we make to these Terms of Use will not apply retrospectively (so, for example, any purchases will be governed by the terms in force at the time you made the purchase). In the event that we make any changes to these Terms, you are not required to accept them if you do not agree with them, but you should not continue to use the Service unless you have accepted the amended Terms of Use. If you continue to use the Service after we make a change then you are taken to have accepted that change.

1.5 We may also modify, suspend or withdraw all or any part of the Service, temporarily or permanently, with or without notice to you, and without any liability to you or any other party. If you believe a change to the Service has materially affected your experience, please contact us at infonz@umusic.com to discuss your concerns.

1.6 We may:

(a) in the future, charge for access to or use of the Service (or any part of the Service); and/or

(b) require you to register an account with us before we allow you to access or use the Service (or any part of the Service),

in our sole discretion.

2 ACCESS TO AND USE OF THIS SERVICE

2.1 Subject to you accepting and complying with these Terms of Use, we grant you a nonexclusive, non-transferable, revocable, limited right and licence to access and use the Service in accordance with these Terms of Use.

2.2 You must only use the Service in accordance with these Terms of Use and any applicable law.

2.3 You must not (or attempt to):

(a) interfere with or disrupt the Service or the servers or networks that host the Site;

(b) use data mining, robots, screen scraping, automated queries or similar data gathering and extraction tools on the Service;

(d) resupply, resell, sublicense, make available or otherwise allow any other person to access or use the Service or any material made available to you via the Service;

(e) decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the Service, including any source code, object code, algorithms, methods or techniques used or embodied therein;

(f) corrupt or misuse the Service; or

(g) use the Service:

to engage in any fraudulent or unlawful behaviour, or to defame, menace or harass any third party;
to gain unauthorised access to, or interfere with, any online resources or systems of any third party, including by any form of hacking;
to circumvent any security measures;
to distribute unsolicited emails to third parties, including bulk unsolicited emails;
in any manner that is likely to result in our systems, or that of any other person, being affected by any virus, worm, Trojan or similar computer program;
in a way that infringes the intellectual property rights or any other rights of any person;
through act or omission, to mislead or deceive others;
in a way that disrupts, misuses or excessively uses our hardware, bandwidth access, storage space or other resources, or that of our other customers;
in any other manner that is otherwise unacceptable to us.

(h) use the Service for the purposes of accessing, storing, distributing, providing (including to us) or otherwise transmitting any material that, in our sole opinion:

infringes the intellectual property rights of any third party;
is unlawful, misleading, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
promotes unlawful violence;
depicts sexually explicit images;
is discriminatory or promotes discrimination based on race, gender, colour, religious belief, sexual orientation or disability; or
is otherwise unacceptable.

2.4 You must:

(a) act reasonably, follow our directions, and cooperate with us in connection with your access to and use of the Service;
Universal Music NZ Website Terms and Conditions 2020 go live 15.09.20

(b) provide us with information or data that we reasonably request from you in connection with the Service from time to time;

(d) not access or use the Service other than in accordance with these Terms of Use.

3 REGISTERING AN ACCOUNT

3.1 To access some features of the Service, such as saving credit card details for future purchases, creating wishlists or saving delivery addresses you must register an account with us (“Account”). To register for an Account, you must provide us with accurate and current personal information including your name, address, and a valid email address as prompted on the Service. You must not register more than one Account. You should not create an Account if you are under 13 years old.

3.2 When you create an Account you will be issued with a single login and password (which may change from time to time) to access and use the Service (“User Credentials”).

3.3 You must:

(a) not allow any set of User Credentials to be used by any other person;

(b) ensure that your User Credentials are kept secure and confidential, and take all steps necessary to ensure that User Credentials are not disclosed, provided or made available to, or otherwise accessed by, any other person;

(d) notify us immediately (at infonz@umusic.com) after you become aware that your User Credentials have been disclosed, provided or made available to, or otherwise accessed by, any other person and take immediate steps to re-secure your account (including by changing your password)

3.4 Without limiting our other rights in connection with these Terms of Use, we may disable any User Credentials and/or your access to the Service, at any time, if in our reasonable opinion you have failed to comply with any of these Terms of Use.

3.5 To place Orders using an Account you must be at least 18 years old and have the capacity to enter into a legally binding agreement with us. If you are under 18, you may only place an Order with the consent of a parent or guardian.

3.6 You are solely responsible for the activity that occurs on your Account (including Orders placed using your Account). We are not responsible for any unauthorised activity on your Account, including if you fail to keep your Account login information secure. We may refer fraudulent or abusive or illegal activity to the relevant authorities.

3.7 You must not use another person’s Account without the express permission of us and that person.

4 ACKNOWLEDGEMENTS

4.1 To the extent permitted by law, and subject to section 12 below, we do not warrant or represent that the Service will be available at all times and without disruption or that it will be accurate, free from defects, errors or faults, or fit for any particular purpose. You must take your own precautions to ensure that the process that you employ for accessing the Service does not expose you to the risk of viruses, malicious computer code, or other forms of interference which may damage your own system or device. We do not accept responsibility for any interference or damage to your own system or device which arises in connection with your use of this Service or any linked website.

4.2 The Service may contain links to other websites which are owned and operated by third parties. The links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy or security practices associated with linked websites.

4.3 You must not (without our prior written consent) link to our Service or any part of our Service in a way that damages or takes advantage of our reputation, including but not limited to:

(a) in a way to suggest or imply that you have any kind of association and affiliation with us, or approval and endorsement from us when there is none; or

(b) in a way that is illegal or unfair.

5 INFORMATION ON THE SERVICE

5.1 The Service and the content on the Service are subject to copyright, trademarks and other intellectual property rights. These rights are owned by or licensed to Universal.

5.2 You must not reproduce, transmit, communicate, adapt, distribute, sell, modify or publish or otherwise use any of the material on the Service, including audio and video excerpts, except as permitted by statute or with our prior written consent.

5.3 Due to limitations in photography or Product design software, the representation of some Products (including signed / autographed Products, apparel and coloured vinyl) may differ to a small extent in visual appearance (for example in colour) from the way they appear on the Service. In addition, where it is suitable to do so, some depictions of Products are created or chosen by us for promotional purposes, and may not be an exact representation of the Products received.

6 ORDERING

6.1 You may place an order for one or more of the products (“Products”) displayed on the Service (“Order”).

6.2 We may accept an Order at our discretion by issuing a shipment notification.

6.3 Until the time when we accept your Order, we reserve the right to reject or refuse to process your Order and you have the right to cancel your Order.

6.4 We reserve the right to cancel your Order after we have accepted it (for example if we are unable to fulfil your Order due to problems with Product availability or the supply chain). We will let you know, and provide you with a full refund, if this occurs.

7 SALE OF PRODUCTS

7.1 If we notify you of our acceptance of an Order, then:

(a) subject to payment of the purchase price for that Order, we sell you the Products in that Order; and

(b) you buy the Products contemplated by that Order for the purchase price.

7.2 Title to the Products passes from us to you when you pay the purchase price for those Products in full to us.

7.3 Risk to the Products passes from us to you on delivery to your nominated delivery address.

8 PURCHASE PRICE

8.1 You must pay the relevant purchase price for the Products at the time that you place an Order.

8.2 If we elect not to accept an Order and you have paid the purchase price for the Products in that Order, then we must (at our election) either:

(a) supply equivalent goods to those Products to you; or

(b) refund you any amounts paid for that Order.

8.3 If you discover that you have made a mistake with your Order after you have submitted it to the Site, please contact us at infonz@umusic.com immediately, although please note we cannot guarantee that we will be able to amend your Order in accordance with your instructions and that fees may be applicable to process a change.

9 DELIVERY

9.1 We will endeavour to deliver the Products to the address in an accepted Order or request a third party to do so within a reasonable time.

9.2 You acknowledge that any delivery dates nominated or agreed to by us are indicative only, and are not binding on us.

9.3 You must ensure that you are able to take Delivery of an Order without undue delay and at any time reasonably specified by us. Our delivery partners may contact you via SMS or email prior to delivery to provide you with different delivery options, including giving “authority to leave” the item at the address, or have delivery rerouted to a collection point. Alternatively, the courier may leave a card requesting your instructions on either re-delivery or collection from the carrier or a collection point.

9.4 You provide us with authority to leave items at the address specified in your Order. If the delivery driver deems the area unsafe in their discretion, your Order will be redirected to a collection point, redelivered in the next delivery run (where available) or returned back to our Fulfilment Centre. If delivery or collection is delayed through your unreasonable refusal to accept delivery or if you do not (within two weeks of our first attempt to deliver the Product to you) accept delivery or collect your Order from the carrier, then we may (without affecting any other right or remedy available to us) do either or both of the following:

(a) charge you for our reasonable storage fees and other costs reasonably incurred by us; or

(b) no longer make the Product available for Delivery or collection and notify you that we are cancelling the applicable contract, in which case we will refund to you any money paid to us in accordance with our returns policy, less our reasonable administration charges (including for attempting to deliver and then returning the Product, and any storage fees and other costs provided for above).

9.5 Please note that it might not be possible for us to deliver to some locations. For example, we do not deliver to temporary addresses or PO Boxes. If we are unable to deliver to your location, we will inform you on the relevant Product page, or alternatively use the contact details that you provide to us when you make your Order and arrange for cancellation of the Order or delivery to an alternative delivery address.

10 CANCELLATION

10.1 We may cancel your Order after we have accepted it if a relevant Product is not available for any reason (including in circumstances contemplated by clause 14.6). We will notify you if this is the case and refund you any payment that you have made in respect of the relevant Product.

10.2 If you wish to cancel your Order, please contact us at infonz@umusic.com and we will consider (but are not obliged to accept) your request. Please note that, to the extent allowed by law, once an Order has been processed it cannot be cancelled if you change your mind.

11 TAXES

11.1 You must pay all taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed, levied, assessed or payable in New Zealand or overseas in connection with an Order.

11.2 Any terms used in this clause 11 and not otherwise defined in these Terms of Use have the meaning given in the Goods and Services Tax Act 1985.

11.3 The consideration for a supply made under or in connection with these Terms of Use includes GST.

12 RETURNS REPLACEMENTS AND REFUNDS

12.1 Our goods come with guarantees that cannot be excluded under the Consumer Guarantees Act 1993.

12.2 We aim to provide you with Products of the highest standard and quality. If you have received a Product with a defect, please contact infonz@umusic.com as soon as possible so we can guide you through the returns process and help resolve the problem as swiftly as possible. In order to assist the return process, you may be required to send us images of the damage, defect or fault for preliminary assessment. You may be asked to provide further information to support your claim to assist us with our assessment of the goods.

12.3 If you request a refund under clause 12.2 and we accept that request we may:

(a) arrange for the collection or return and replacement of the relevant Product; or

(b) give you a refund for the purchase price you have paid for the Product,

except where the Consumer Guarantees Act 1993 entitles you to insist on a refund.

12.4 Universal does not offer refunds or exchanges for change of mind, including exchange of Product for a different size.

12.5 Universal does not process refunds for any albums purchased via ticketing partners and third parties such as Ticketek or Ticketmaster. You will need to contact those third parties for a refund (where relevant).

13 VOUCHERS AND PROMO CODES

13.1 You may use vouchers/promo codes as payment for certain Products on the Service. Vouchers are available electronically or via selected retailers. Promo codes are available onsite or through marketing partners. Only one voucher or promo code can be used per Order. We may email vouchers to you or to your selected recipient. We accept no liability for errors in the email address provided to us. You are responsible for the use and safety of your vouchers – you should treat them like cash. We assume no liability for the loss, theft or illegibility of vouchers, including if they are used without permission, if your email or Account is hacked or subject to unauthorised use. We monitor the issuance and redemption of vouchers. In the event of fraud, misuse, an attempt at deception (including self-referral) or in the event of the suspicion of other illegal activities in connection with the issuance or redemption of vouchers, we may (in addition to our other rights under these Terms of Use) close or block access to your Account and/or require a different means of payment. We may block vouchers or store credit if notified by law enforcement that it has been fraudulently obtained.

13.2 Conditions for the redemption of vouchers/promo codes include:

(a) From time to time we may release vouchers/promo codes that may be used on the Service. Vouchers/promo codes are valid only for the specified period stated on them (if any) and can only be redeemed in accordance with any special terms stated on them – such as a minimum spend requirements, validity periods and brand, Product or sale exclusions. Only one voucher/promo code can be used per Order, and some vouchers/promo codes may only be used once per voucher/promo code. Vouchers/promo codes cannot be used in addition to another voucher/promotion code.

(b) Certain Products may be excluded from voucher/promo code promotions, and unless specifically stated, voucher/promo code promotions are not applicable to shipping costs.

(c) Vouchers/promo codes cannot be redeemed for cash. If you place an Order for a Product less than the value of a voucher/promo code, no refund or residual credit will be returned to you. If the credit of a voucher/promo code is insufficient for the Order you wish to make, you may make up the difference through payment by other means (but not by using another voucher or attempting to rely on any other offer).

(d) We will apply vouchers/promo codes on a pro-rata basis to voucher-eligible items in order to determine the final price you pay for those items. Where you return an item purchased with a Voucher/promo codes, we will only refund the final price you paid for that item (where relevant).

(e) We actively monitor misuse of vouchers/promo codes and reserve the right to deactivate vouchers/promo codes or block any person that is not using a voucher in accordance with applicable terms (including these Terms of Use)

14 PRE-ORDERS, AUTOGRAPHED PRODUCT AND LIMITED EDITION PRODUCT

14.1 Universal may sell Products in a ‘pre-sale’ or ‘pre-order’ phase. When you purchase a Product during a pre-order or pre-sale phase, you must pay the purchase price for that Product to us when you place your Order for that Product but it will not be delivered until the Product’s release date.

14.2 From time to time, due to unforeseen circumstances in the artistic or production process of our musicians completing their album and Products, the release date may change. If this occurs, we will contact you to notify you of the change in release and shipment dates.

14.3 Universal will aim to deliver all Products purchased in a ‘pre-sale’ or ‘pre-order’ phase on or as close to the release date as possible. However, due to strict security embargoes around some Products, some orders can not be released from our warehouse until the release date has been reached.

14.4 Universal sells Products that are autographed by our artists from time to time. Universal works directly with New Zealand artists to arrange signings. In the instance that the Product is signed by an international artist, Universal will source the autographed Product from partner labels internationally. All Products we advertise as autographed contain genuine autographs from the artist and are not counterfeit.

14.5 Universal makes limited edition Products available from time to time, which are advertised as ‘limited’ or ‘limited edition’ on the Service. This means the Product is special edition or there is limited stock available in New Zealand and worldwide.

14.6 Stock of autographed or limited edition Products is limited, which sometimes causes issues for replacements should there be an issue with your Product being faulty or lost in transit. In the instance that your Product is damaged or lost in transit, Universal will endeavour to find a replacement but may need to cancel and refund your Order if no replacement is available (in accordance with clause 12 ).

15 LIABILITY

15.1 To the extent permitted by law, our liability for any loss or damage, however caused (including by our negligence), suffered by you in connection with the use of this Service, or a Product obtained from the Service, is limited to (at our election):

(a) in the case of a supply of goods, replacing or repairing the goods or supplying equivalent goods, or paying the cost of replacing or repairing the goods or of acquiring equivalent goods; or

(b) in the case of a supply of services, supplying the services again or paying the cost of having the services supplied again.

15.2 To the extent permitted by law, we are under no circumstances liable to you for any loss of profit, opportunity, reputation, data, business or any consequential, indirect, special or exemplary loss or damage.

16 INDEMNITY

You indemnify and hold us and our related entities, affiliates, and our and their respective officers, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms of Use or your breach of any law or the rights of a third party.

17 PRIVACY POLICY AND COMMUNICATIONS

17.1 You must comply with the Privacy Act 1993/2020 in connection with your use of the Service.

17.2 If you provide or make available any personal information to us in connection with these Terms of Use or your access and use of the Service, you must make all disclosures and obtain all consents necessary to allow us to collect, store, use, disclose and otherwise deal with the personal information lawfully in accordance with

our privacy policy, available at https://www.universalmusic.co.nz/privacy-policy/ (“Privacy Policy”).

17.3 By placing an Order, you consent to us collecting your personal information from, and disclosing your personal information to, our third party service providers (including Shopify Inc.) for the purposes of conducting fraud prevention and related activities.

17.4 We will collect, use, store, disclose and handle personal information in accordance with our Privacy Policy.

17.5 When you provide us with your email address or mobile phone number, you may opt in to electronic communications in respect of news, promotions, wishlist reminders, bag reminders and updates on the status of returns and refunds. You may unsubscribe for any of these electronic communications by following the instructions in those communications or contacting us at infonz@umusic.com. We may also communicate with you electronically as set out in our Privacy Policy. Your consent to receipt of certain communications may be implied from the use of certain functional aspects of our Service or from your relationship with us.

18 DEMO SUBMISSIONS

18.1 We are happy to receive your unsolicited demo submissions via email to Universal Music New Zealand at infonz@umusic.com As we receive a very high volume of material we are unable to provide individual feedback about your demo submissions and thus please do not attempt to contact us in regard to your submission.

18.2 Your submission of demo material to Universal Music New Zealand at nzdemo@umusic.com does not create any relationship between you and us and you retain all intellectual property rights in your submissions.

19 MONITORING AND REMOVAL OF MATERIAL

If you believe that the Service contains elements that infringe your intellectual property rights or those of a third party please contact us at infonz@umusic.com

Date of last revision: 15 September 2020