END USER LICENSE AGREEMENT FOR WORKFORCE HEALTHCARE (PTY) LTD


IMPORTANT – READ CAREFULLY: PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS (THE “SOFTWARE”) AVAILABLE THROUGH THE WORKFORCE HEALTHCARE (PTY) LTD WEBSITE (THE “WEBSITE”). THIS AGREEMENT IS A LEGAL AND ENFORCEABLE AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY WHICH SHALL BE THE “LICENSEE” OR “YOU”)) AND WORKFORCE HEALTHCARE (PTY) LTD (THE “COMPANY”) REGARDING THE USE OF THE COMPANY’S SOFTWARE (AND ALL SUCCESSOR PRODUCTS), AS THE CASE MAY BE WHICH MAY INCLUDE USER DOCUMENTATION PROVIDED IN ELECTRONIC FORM AND ANY BACKUP SERVICE (THE “SERVICE”). BY CHECKING THE “I AGREE” BOX AND/OR PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE THROUGH THE WEBSITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT THAT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW.


The Software obtained by You is licensed, not sold, to You, unless accompanied by another separate licence agreement, and for use only under the terms of the license. The Company reserves all its rights not expressly granted to You in this Agreement. The Product that is subject to this license is referred to as the Licensed Application.


Scope of Licence


The license granted to you for the Licensed Application by the Company is limited to a non-transferable, non-exclusive, limited license to use the Licensed Application on any device You own or control. This License does not allow You to use the Licensed Application on any device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). The foregoing prohibition includes but is not limited to a review of data structures or similar materials produced by the Licensed Application. Any attempt to do so is a violation of the rights of the Company. You are prohibited from disclosing the results of any hardware or software benchmark tests without the Company’s written consent, or to modify, translate, adapt, arrange, error correct, make derivative works or otherwise make any other alteration to the Licensed Application or any portions or aspects thereof; exploit or use the Software in a manner not expressly authorised under this License. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by the Company that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. All right and title in and to the Licensed Application, including without limitation any and all copyright and any other intellectual property right, supplied to you shall be and remain the sole property of the Company and no intellectual property rights therein are granted or assigned under this Agreement. You shall not at any time or in any way question or dispute the ownership of the Company of any such item and undertake not to infringe or prejudice any rights and/or obligations of the Company in and to the Licensed Application.


Consent to Use of Data


You agree, in accordance with the Protection of Personal Information Act No 4 of 2013, that the Company may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. You agree that the Company may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services to technologies to You.


Termination


The license is effective until terminated by You or the Company. Your rights under this license will terminate automatically without notice from the Company if You fail to comply with any material term(s) of this license including if You breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse engineering , distribution any of the Software of the Company (including the Licensed Application) or infringe upon any intellectual property rights of the Company. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application including (i) copies of the Licensed Application not integrated into a live, functioning instance of Your Device and (iii) copies of the Licensed Application already installed, implemented and deployed for Your Device and (ii) any product and company logos provided by the Company in connection with this License.

If you are resident in the Republic of South Africa and are a “consumer” for purposes of the Consumer Protection Act No. 68 of 2008, You will be entitled to terminate the subscription prior to the expiry of the 12 month term on 20 business day’s written notice to use. However, we will be entitled to charge you an early termination fee. Pricing with regard to this License and early termination fee are subject to change without notice.


Support Services


It is agreed that the Company shall render Support Services in relation to the Licensed Application as determined by the Company from time to time.


Services: Third Party Materials


Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Company does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.


You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorised way whatsoever.


No Warranty


YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFFRINGMENT OF THIRD PARTIES RIGHTS. THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.


Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDITIONS DO NOT ALLOW THE LIMITATION OF LIABILTIY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.


In no event shall the Company’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of the license fee paid by You for the particular Licensed Application.


Product Discontinuance


The Company reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software.


Intellectual Property


All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in Software), the intellectual property embodied in the Software, and any trademarks or service marks of the Company that are used in connection with the Software are and shall at all-time remain exclusively owned by the Company and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content.


Confidentiality


Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentially of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, whether party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without the Company’s prior written permission. Each party’s obligations under this Section shall apply at all times during the term of this Agreement and for two (2) years following termination of this Agreement.


Force Majeure


Neither party shall be responsible for failure or delay of performance if caused by : an act of war, hostility, or sabotage; strikes, lock-outs, protest action, act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed Services upon written notice.


Governing Law


This License will be governed by the law of the Republic of South Africa


General


This Agreement constitutes the entire agreement between us in relation to the subject matter hereof and no agreements, variations, representations or warranties between us other than those set out in writing and signed by us shall be binding.


The failure by one of us to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of any of our rights at any time to enforce any other rights set out in this Agreement.


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTERS STORAGE DEVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN THE COMPANY AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

IMPORTANT – READ CAREFULLY: PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS (THE “SOFTWARE”) AVAILABLE THROUGH THE WORKFORCE HEALTHCARE (PTY) LTD WEBSITE (THE “WEBSITE”). THIS AGREEMENT IS A LEGAL AND ENFORCEABLE AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY WHICH SHALL BE THE “LICENSEE” OR “YOU”)) AND WORKFORCE HEALTHCARE (PTY) LTD (THE “COMPANY”) REGARDING THE USE OF THE COMPANY’S SOFTWARE (AND ALL SUCCESSOR PRODUCTS), AS THE CASE MAY BE WHICH MAY INCLUDE USER DOCUMENTATION PROVIDED IN ELECTRONIC FORM AND ANY BACKUP SERVICE (THE “SERVICE”). BY CHECKING THE “I AGREE” BOX AND/OR PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE THROUGH THE WEBSITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT THAT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW.


The Software obtained by You is licensed, not sold, to You, unless accompanied by another separate licence agreement, and for use only under the terms of the license. The Company reserves all its rights not expressly granted to You in this Agreement. The Product that is subject to this license is referred to as the Licensed Application.


Scope of Licence


The license granted to you for the Licensed Application by the Company is limited to a non-transferable, non-exclusive, limited license to use the Licensed Application on any device You own or control. This License does not allow You to use the Licensed Application on any device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). The foregoing prohibition includes but is not limited to a review of data structures or similar materials produced by the Licensed Application. Any attempt to do so is a violation of the rights of the Company. You are prohibited from disclosing the results of any hardware or software benchmark tests without the Company’s written consent, or to modify, translate, adapt, arrange, error correct, make derivative works or otherwise make any other alteration to the Licensed Application or any portions or aspects thereof; exploit or use the Software in a manner not expressly authorised under this License. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by the Company that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. All right and title in and to the Licensed Application, including without limitation any and all copyright and any other intellectual property right, supplied to you shall be and remain the sole property of the Company and no intellectual property rights therein are granted or assigned under this Agreement. You shall not at any time or in any way question or dispute the ownership of the Company of any such item and undertake not to infringe or prejudice any rights and/or obligations of the Company in and to the Licensed Application.


Consent to Use of Data


You agree, in accordance with the Protection of Personal Information Act No 4 of 2013, that the Company may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. You agree that the Company may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services to technologies to You.


Termination


The license is effective until terminated by You or the Company. Your rights under this license will terminate automatically without notice from the Company if You fail to comply with any material term(s) of this license including if You breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse engineering , distribution any of the Software of the Company (including the Licensed Application) or infringe upon any intellectual property rights of the Company. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application including (i) copies of the Licensed Application not integrated into a live, functioning instance of Your Device and (iii) copies of the Licensed Application already installed, implemented and deployed for Your Device and (ii) any product and company logos provided by the Company in connection with this License.

If you are resident in the Republic of South Africa and are a “consumer” for purposes of the Consumer Protection Act No. 68 of 2008, You will be entitled to terminate the subscription prior to the expiry of the 12 month term on 20 business day’s written notice to use. However, we will be entitled to charge you an early termination fee. Pricing with regard to this License and early termination fee are subject to change without notice.


Support Services


It is agreed that the Company shall render Support Services in relation to the Licensed Application as determined by the Company from time to time.


Services: Third Party Materials


Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”)or provide links to certain third party web sites. By using the Services, You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Company does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.


You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorised way whatsoever.


No Warranty


YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFFRINGMENT OF THIRD PARTIES RIGHTS. THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.


Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDITIONS DO NOT ALLOW THE LIMITATION OF LIABILTIY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.


In no event shall the Company’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of the license fee paid by You for the particular Licensed Application.


Product Discontinuance


The Company reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software.


Intellectual Property


All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in Software), the intellectual property embodied in the Software, and any trademarks or service marks of the Company that are used in connection with the Software are and shall at all-time remain exclusively owned by the Company and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content.


Confidentiality


Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentially of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, whether party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without the Company’s prior written permission. Each party’s obligations under this Section shall apply at all times during the term of this Agreement and for two (2) years following termination of this Agreement.


Force Majeure


Neither party shall be responsible for failure or delay of performance if caused by : an act of war, hostility, or sabotage; strikes, lock-outs, protest action, act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed Services upon written notice.


Governing Law


This License will be governed by the law of the Republic of South Africa


General


This Agreement constitutes the entire agreement between us in relation to the subject matter hereof and no agreements, variations, representations or warranties between us other than those set out in writing and signed by us shall be binding.


The failure by one of us to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of any of our rights at any time to enforce any other rights set out in this Agreement.


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTERS STORAGE DEVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN THE COMPANY AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.