Terms and Conditions
  1. Services and Support

1.1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of

the registration process, Customer will identify an administrative user name (email address) and password for Customer’s Company


1.2. Subject to the terms hereof, Company will provide Customer with reasonable technical support during ordinary business hours.

  1. Restrictions and Responsibilities

2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code,

object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data

related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the

extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service

bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard

published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor

Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in

violation of the foregoing.

2.3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or

otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web

servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment,

Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer

account or the Equipment with or without Customer’s knowledge or consent.

  1. Confidentiality; Proprietary Rights

3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business,

technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of

the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and

performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to

enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such

Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any

third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any

information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or

becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c)

was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary

Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the

Customer Data and provided to Customer as part of the Services.

3.3. Not withstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to

the provision, use and performance of various aspects of the Services and related systems and technologies (including, without

limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term

hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and

corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or

other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

  1. Payment of Fees

4.1. Customer will pay Company the applicable fees described on the website for the Services and Implementation Services in accordance

with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity or otherwise requires the payment of

additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional

fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges

and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may

be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than

60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment

or credit. Inquiries should be directed to Company’s customer support department.

4.2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by

Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 2% per month on any

outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate

termination of Service. Customer shall be responsible for all taxes associated with Services other than S.A. taxes based on Company’s

net income.

  1. Term and Termination

5.1. Subject to earlier termination as provided below, this Agreement is for an Initial Service Term of one (1) month, and shall be

automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either

party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without

notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer

will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will

make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but

is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will

survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and

limitations of liability.

  1. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, company does not warrant that the services will be uninterrupted or error free; Nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “VOETSTOOTS” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

  1. Limitation of Liability

Not withstanding anything to the contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect tp any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (A) For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (B) For any indirect, exemplary, incidental, special or consequential damages; (C) For any matter beyond company's reasonable control; or (D) For any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to company for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not company has been advised of the possibility of such damages.

  1. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Republic of South Africa without regard to its conflict of laws and provisions.

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