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.