Terms of Service

Please read these terms of service carefully before using Our Service.

1 - Interpretation and Definitions

1.1 - Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or in the plural.

1.2 - Definitions

For the purposes of these Terms of Service:

• Account means a unique account created for You to access our Service or parts of our Service.
• Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.
• Buyer (also referred to as a Sponsor) means a user of the Service who expresses interest in, or enters into, a Sponsorship Agreement with a Seller through the Service.
• Country refers to New Zealand.
• Content refers to text, images, prices, reviews or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.
• Device means any device that can access the Service such as a computer, a cell phone, or a digital tablet.
• Enquiry means a message, form submission, or other expression of interest made by a Buyer in relation to a Listing through the Service.
• Feedback means feedback, innovations, or suggestions provided by You regarding the attributes, performance, or features of our Service.
• Listing means a post or entry published on the Service by a Seller, describing one or more Sponsorship Opportunities available for potential Buyers.
• Rectangle (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Rectangle Limited (Company Number 9355946) operating as Rectangle, located in Auckland, New Zealand.
• Seller (also referred to as a Venue) means a user of the Service who creates and publishes Listings offering Sponsorship Opportunities.
• Service means the Rectangle marketplace website (https://app.myrectangle.com) and related applications, software, and communication tools operated by Rectangle Limited.
• Sponsorship Opportunity (also referred to as “Sponsorship” or “Opportunity”) means a commercial advertising, promotional, or brand-placement arrangement offered by a Seller through the Service for business or organisational purposes, including but not limited to signage, digital advertising, event sponsorship, or other promotional visibility made available for purchase or support by a Buyer.
• Sponsorship Agreement means the resulting commercial arrangement between a Buyer and Seller under which the Buyer provides funding or value in exchange for advertising, promotional exposure, or other benefits described in a Sponsorship Opportunity.
• Success Fee means the fee payable by the Seller to Rectangle upon completion of a Transaction, as described in these Terms.
• Terms of Service (also referred to as "Terms") means these Terms of Service which constitute the primary agreement between You and Rectangle regarding the use of the Service. This agreement may be supplemented by additional terms and conditions, as agreed upon in writing between You and Rectangle. These documents collectively form the entire agreement.
• Transaction means any Sponsorship Agreement or commercial arrangement that results from a Listing or Enquiry via the Service, whether the parties conclude the arrangement on or off the platform.
• You means the individual accessing or using the Service, or the company or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

2 - Contact Us

If you have any questions about these Terms of Service, You can contact us by email: contact@myrectangle.com

3 - Acknowledgment

These are the Terms of Service governing the use of this Service and the agreement that operates between You and Rectangle. These Terms of Service set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service then You may not access the Service. You must be at least 18 years old to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with our Privacy Policy, which complies with the New Zealand Privacy Act 2020. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

4 - Governing Law

These Terms are governed by the laws of New Zealand (excluding conflict rules). If you access the Service from outside New Zealand, you do so at your own risk and are responsible for compliance with local laws.

Rectangle does not intentionally market or promote the Service outside New Zealand and makes no representation that it is appropriate or available for use elsewhere. Regardless of your location, you agree that any disputes shall be governed by New Zealand law and resolved in the non‑exclusive jurisdiction of the courts of New Zealand.

If you are based outside New Zealand, your personal information may be transferred to and processed in New Zealand in accordance with the Privacy Act 2020, which provides comparable safeguards to many international regimes, including the EU GDPR.

4.3 - Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force, and effect.

4.4 - Waiver

Except as provided herein, the failure to exercise a right or to require the performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

5 - User Accounts

5.1 - Account Creation

When You create an Account with Us, You must provide Us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate suspension or termination of Your Account on Our Service. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.

5.2 - Account Information

You may be asked to supply certain information relevant to Your Account including, without limitation, Your name, Your email, and Your address. You may have to provide documents to comply with identity verification.

5.3 - Account Review

Unless part of a feature of the Service, We do not perform background checks or endorse any users. We do not accept any responsibility for the reliability, accuracy, and completeness of any information provided by users.

5.4 - Account Password

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password.

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.

5.5 - Account Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Service. Upon termination, Your right to use the Service will cease immediately.

Any outstanding invoices or amounts due will remain payable within 30 days.

If You wish to terminate Your Account, You may simply discontinue using the Service or delete Your Account from the Service, or contact Us for help.

6 - Content

6.1 - Your Right to Post Content

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its accuracy, legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post, or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

6.2 - Seller Responsibilities and Content Restrictions

Rectangle is not responsible for the Content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your Account, whether done so by You or any third person using Your Account, or by Rectangle team members acting on Your behalf with Your approval. In cases where Rectangle team members create or edit Listings based on information You've supplied, You remain responsible for reviewing the Content and ensuring its accuracy before it is posted to the Service.

As a Seller, You are solely responsible for:

• Sponsorship Agreements: Managing all aspects of Your relationships with Sponsors, including any exclusivity arrangements, delivery/placement arrangements, and making decisions regarding Sponsorship Agreements.
• Listings: Determining the Sponsorship Opportunities You offer and ensuring they comply with applicable laws, regulations, and any local requirements (e.g., council bylaws regarding signage). You are also responsible for the accurate and truthful representation of Your Sponsorship Opportunities.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine, or randomly–generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
• Impersonating any person or entity including Rectangle and its employees or representatives.
• Violating the privacy of any third person.
• False information and features.

Rectangle reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. Rectangle further reserves the right to make formatting and edits and change the manner of any Content. Rectangle can also limit or revoke the use of the Service if You post such objectionable Content. As Rectangle cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect, or objectionable, and You agree that under no circumstances will Rectangle be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

6.3 - Content Backups

Although regular backups of Content are performed, Rectangle does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed. Rectangle will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that Rectangle has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

6.4 - Intellectual Property of Others and Copyright Infringement

We respect the intellectual property and copyrights of others. You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person. We are ready to comply with local regulations in that matter (such as, for example, the New Zealand Copyright Act 1994 and other applicable intellectual property laws).

If You are a copyright owner or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email (see 2 - Contact Us) and include in Your notice the following information related to the alleged infringement:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
• A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
• Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
• Your address, telephone number, and email address.
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Upon receipt of a notification, Rectangle will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

7 - Listings, Enquiries, Transactions and Fees

By sending an Enquiry to a Seller about a Listing for a Sponsorship Opportunity through the Service, You warrant that You are legally capable of entering into binding commercial arrangements and acting on behalf of any organisation You represent.

7.1 - Rectangle’s Role in Listings, Enquiries and Transactions

Rectangle operates solely as an online marketplace facilitator connecting Buyers and Sellers through Listings and Enquiries for Sponsorship Opportunities. We do not act as an agent, representative, or broker for either party, and We are not a party to any Sponsorship Agreement or Transaction formed between Buyers and Sellers. Our role is limited to operating the Service, enabling Listings, and collecting Success Fees as outlined in these Terms.

Any Sponsorship Agreement or Transaction You enter into with a Seller or Buyer is separate from Your agreement with Rectangle. Rectangle is not responsible for enforcing or guaranteeing performance of such agreements.

7.2 - Buyer Information and Enquiries

If You wish to send an Enquiry about a Sponsorship Opportunity available on the Service, You may be asked to provide information including, without limitation, Your name, Your email, Your phone number, Your organisation details, Your credit card number, the expiration date of Your credit card, Your billing address, and Your delivery information. Sellers may also request additional information directly from You to evaluate or confirm a Sponsorship Opportunity. Additionally, Sellers may request and process this information directly from You for the purpose of fulfilling a Transaction for a Sponsorship Opportunity.

You represent and warrant that all information You provide is true, correct, and complete, and that You are authorised to act on behalf of any entity You represent. If payments occur directly between Buyers and Sellers, You acknowledge that such Transactions are solely between those parties and not managed or guaranteed by Rectangle.

7.3 - Availability, Errors, and Inaccuracies

Rectangle and Sellers regularly update Listings and Sponsorship Opportunities on the Service. Some Listings may contain inaccurate or outdated information, and availability may change at any time. Rectangle and Sellers cannot guarantee the accuracy or completeness of Listing information, including descriptions, images, pricing, or availability. Rectangle reserves the right to correct errors or update information at any time without notice.

7.4 - Prices Policy

Rectangle and Sellers reserve the right to revise Sponsorship Opportunity prices or related pricing at any time before a Transaction is confirmed. If a material change occurs that affects a Sponsorship Opportunity (for example, increased printing or installation costs or a change in signage availability), Sellers must notify Buyers before proceeding with any Transaction. Buyers may withdraw their Enquiry or decline the Sponsorship Opportunity in such cases.

7.5 - Payments Between Buyers and Sellers

Rectangle does not currently process payments directly between Buyers and Sellers. Instead, Sellers are responsible for directly collecting payments from Buyers for Sponsorship Opportunities. This typically occurs through invoicing or other direct payment arrangements between the Buyer and Seller.

Any payment methods, validation checks, authorizations, and liabilities related to payments are solely between You (as Buyer or Seller) and the respective payment providers or invoicing systems used. Rectangle will not be liable for any delays, non-delivery, or issues arising from payment transactions between Buyers and Sellers.

7.6 - Fees

7.6.1 - Service Fees

Rectangle may charge Service Fees (plus applicable GST) for use of the Service or access to premium features. Applicable fees and rates will be displayed within the Service or agreed in writing prior to activation. Rectangle reserves the right to amend Service Fees at any time with notice.

7.6.2 - Success Fees

When a Sponsorship Opportunity listed on the Service results in a completed Transaction, the Seller must edit the Listing to update the 'Availability' status to 'Sold' within seven (7) days. This action triggers the invoicing of Rectangle's success fee as outlined in this section. Upon completion of a Transaction, Rectangle will issue an invoice to the Seller for its Success Fee. This Success Fee is equal to 15% of the Sponsorship Opportunity amount, plus Goods and Services Tax (GST), or another rate agreed in writing prior to publishing the Listing. The Sponsorship Opportunity amount excludes any design, printing, installation, and/or delivery costs.

All invoices must be paid by the Seller within thirty (30) days of issue.

Users of the Service, including both Buyers and Sellers, acknowledge and agree that while Transactions for Sponsorship Opportunities may be negotiated or finalised outside of the Service, the Seller remains obligated to report all completed Transactions for Sponsorship Opportunities that were Listed on the Service.

Failure to report a completed Transaction or to update a Listing to ‘Sold’ within seven (7) days, with the intent of avoiding Success Fees or other charges payable to Rectangle, constitutes a material breach of these Terms. In the event of such a breach, Rectangle reserves the right to:

• Immediately suspend or terminate Your Account.
• Recover any unpaid Success Fees and associated costs.
• Pursue any other remedies available under New Zealand law.

7.7 - Modifications to Sponsorship Opportunities or Transactions

Buyers and Sellers are responsible for any mutually agreed changes or additions to Sponsorship Opportunities or Transactions.

7.8 - Disputes Between Users

If a Buyer or Seller disputes a Sponsorship Opportunity, Sponsorship Agreement or Transaction, Rectangle may (but is not required to) assist in facilitating communication between the parties. Rectangle does not adjudicate or guarantee any outcome and accepts no liability for disputes arising between users. Unresolved disputes are governed by New Zealand law and subject to the jurisdiction of the New Zealand courts.

8 - Disclaimer of Warranties and Limitation of Liability

8.1 - Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of Rectangle and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the greater of NZD $1,000 or the total fees paid by you in the preceding 12 months.

To the maximum extent permitted by applicable law, in no event shall Rectangle or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if Rectangle or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

8.2 - "AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Rectangle, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, performance, usage or trade practice. Without limitation to the foregoing, Rectangle provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Rectangle nor any of Rectangle's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of Rectangle are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

8.3 - Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Rectangle.

Rectangle has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Rectangle shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such web sites or services. We strongly advise You to read the terms of service and privacy policies of any third-party websites or services that You visit.

9 - Disputes Resolution about the Service

If You have any concerns or disputes about the Service, You agree to first try to resolve the dispute informally by contacting Rectangle.

10 - Intellectual Property of the Service

The Service and its original content (excluding Content provided by You or other users), features, and functionality are and will remain the exclusive property of Rectangle and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Rectangle.

11 - Your feedback to Us

You assign all rights, title, and interest in any Feedback You provide Rectangle. If for any reason such assignment is ineffective, You agree to grant Rectangle a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

12 - Changes to these Terms of Service

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Service.