DATA PRIME SOLUTIONS PROPRIETARY LIMITED (�DATA PRIME�)

END USER LICENSE AGREEMENT (EULA): DRAFTWORX DESKTOP SOFTWARE

IMPORTANT: This EULA is a licence agreement between you and Data Prime that governs your right to use the Draftworx desktop software (�the Software�) that accompanies this EULA, which includes associated media and Data Prime internet-based services. The terms and conditions contained herein are required to be read together with the subscription agreement entered into with Data Prime (�the Subscription Agreement�) and, in the event of a conflict between the two documents, the Subscription Agreement will prevail.

BY ACCEPTING THIS EULA, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THIS AGREEMENT. IN THE EVENT THAT YOU ARE ENTERING INTO THIS AGREEMENT IN A REPRESENTATIVE CAPACITY ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU WARRANT TO DATA PRIME THAT THIS AGREEMENT HAS BEEN DULY AUTHORISED, AND CONSTITUTES VALID AND BINDING OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, IN WHICH CASE �YOU� AND �YOUR� SHALL REFER TO SUCH COMPANY OR ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT INSTALL OR OTHERWISE AND IN ANY WAY USE THE SOFTWARE OR ANY PART THEREOF BUT RETURN IT TO YOUR SUPPLIER WITHIN 7 DAYS FOR A REFUND.

The Software is protected by South Africa copyright laws and international copyright treaties.

 

Grant of Licence

 

Data Prime hereby grants to you a limited non-exclusive and non-transferable licence to install and use the Software on a computer (�the Licensed Computer�) in accordance with this EULA and the terms of the subscription granted to you contained in the Subscription Agreement.

 

Restrictions on Use

 

You may not:

(i) use, copy or install the Software on more than one computer at any given time;

(ii) share the Software between more than one user unless you obtain a licence for each user;

(iii) transfer the Software to another computer without Data Prime�s prior written consent;

(iv) reverse engineer, decompile or disassemble, or otherwise attempt to derive the source code for the Software;

(v) modify or alter the Software in any way or create any adaptation of or derivative work from the Software or its accompanying documentation;

(vi) separate or virtualise the components of the Software and install them on different computers; or

(vii) retain or make any copies of the Software other than one copy of the Software for back-up purposes, provided that such back-up copy may not be distributed and may only be reinstalled on the Licensed Computer.

XBRL

The Software permits and facilitates the electronic submission of annual financial statements to the relevant regulatory authorities, including the Companies and Intellectual Property Commission (�CIPC�), online using extensible business reporting language (�XBRL�).

You undertake not to use the Software in relation to XBRL in any manner than could damage, disable, overburden or impair the Software, interfere with any third party�s use and enjoyment thereof or violate any third party�s terms of service.

You acknowledge and agree that:

(i) your use of the XBRL services is at your own risk;

(ii) Data Prime is not responsible for nor warrants that the information transmitted via its XBRL services is accurate and lawful; and

(iii) Data Prime accepts no responsibility or liability for any inaccurate, unlawful or erroneous information being transmitted via the XBRL services and you hereby indemnify Data Prime in respect of your use of the Software in relation to XBRL in accordance with the provisions below.

 

Registration

 

Following your acceptance of this EULA, the Software will send information about your use of the Software and your computer to Data Prime. This information may include the version, licence version and product key of the Software and the IP address of the Licensed Computer. If the licensing functions of the Software are found to be counterfeit or improperly licensed, registration will fail.

 

Software Updates and Support

 

Data Prime may, from time to time, make updates to the Software available to you. These updates may be downloaded free of charge, from Data Prime�s website.

 

Intellectual Property

 

You acknowledge and agree that all right and title in and to the Software vests in Data Prime and is protected by copyright and other intellectual property laws. To this end, you agree not to:

(i) nor to assist any third party to, challenge or dispute Data Prime�s title to the copyright and other intellectual property rights subsisting in the Software; or

(ii) alter, modify, delete, conceal, obscure, remove or otherwise tamper with the trade marks, trade names, numbers, copyright notices or other means of identification notices or disclaimers used by Data Prime on or in relation to the Software from time to time.

 

Limitation of Liability

 

YOU EXPRESSLY AGREE THAT:

(I) YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND DATA PRIME DOES NOT WARRANT THAT THE SOFTWARE WILL FREE OF ERRORS OR OTHER DEFECTS;

(II) DATA PRIME DOES NOT ASSUME ANY RESPONSIBILITY FOR, OR MAKE ANY REPRESENTATION WITH RESPECT TO, THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED TO YOU IN RELATION TO THE SOFTWARE;

(III) THE SOFTWARE IS PROVIDED AS IS WITHOUT ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; AND

(IV) DATA PRIME SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED TO THE LICENCED COMPUTER ARISING FROM THE DOWNLOADING, INSTALLATION OR USE OF THE SOFTWARE, OR ANY UPDATES THERETO ISSUED BY DATA PRIME FROM TIME TO TIME.

 

Exclusion of Liability and Indemnity

 

YOU ABSOLVE DATA PRIME AND ITS EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS AND AGENTS (�THE INDEMNIFIED PARTIES�) FROM ALL LIABILITY AND INDEMNIFY THEM FROM ANY CLAIM BY ANY PERSON FOR DAMAGES OR LOSS OF WHATEVER NATURE (INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES OR SPECIAL DAMAGES) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SOFTWARE WHATEVER THE CAUSE/CAUSES ARE (INCLUDING ANY NEGLIGENT OR GROSSLY NEGLIGENT ACT OR OMISSION BY ANY OF THE INDEMNIFIED PARTIES), SAVE ONLY FOR THE EXCLUSION OF INTENTIONAL ACTION ON THE PART OF THE INDEMNIFIED PARTIES.

 

General

 

This EULA shall be governed by and interpreted in accordance with South African law. You agree that any dispute arising out of this EULA or the interpretation thereof, both while in force and after its termination, or any claim for payment or claim against Data Prime howsoever arising shall be submitted to and determined by a court of law in the Republic of South Africa having jurisdiction.

Data Prime may, from time to time, amend this EULA. Such changes will be effected by way of publication thereof on its website (www.draftworx.com http://www.draftworx.com), and you waive any right you may have to receive specific notice of such changes or modifications.

This EULA is personal to you and shall not be assigned (whether voluntarily or involuntarily) or otherwise transferred in whole or in part by you without the prior written consent of Data Prime. Notwithstanding the aforegoing, Data Prime will be entitled to assign this EULA to a third party without notice to you.

No latitude, extension of time or other indulgence which may be given or allowed by Data Prime to you in respect of the performance of any obligation or enforcement of any right arising from this EULA and no single or partial exercise of any right by Data Prime shall under any circumstances be construed to be an implied consent by Data Prime or operate as a waiver or a novation of, or otherwise affect any of Data Prime�s rights in terms of or arising from this EULA or estop Data Prime from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this EULA.

All notices, legal processes and other communications will be delivered in accordance with the applicable clause in the Master Subscription Agreement, a copy of which can be found at https://www.draftworx.com/subsagreement.html.