Gijima Holdings (Proprietary) Limited
Registration Number: 1998/021835/07
Gijima Office Park, 47 Landmarks Avenue, Kosmosdal, Samrand, 0157, Fax – (012) 675-5000
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER
MATERIALS MADE AVAILABLE THROUGH boardview.co.za AND WEBSITES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU
REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND GIJIMA HOLDINGS (PTY) LIMITED. (“Gijima” or “Licensor”). PLEASE CHECK THE “I HAVE READ
AND AGREE TO THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING
THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY GIJIMA
THROUGH THIS WEB SITE, 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 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 LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW.
The Product obtained by You is licensed, not sold, to You for use only under the terms of this license, Gijima reserves all rights not expressly granted to
You. The Product that is subject to this license is referred to in this license as the “Licensed Application”
Scope of License
This license granted to You for the Licensed Application by Gijima 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 Gijima. You are prohibited from disclosing the results of any hardware or software benchmark
tests without Gijima’s prior 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 authorized 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 Gijima 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 Gijima 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 Gijima of any such item and undertake not to infringe or prejudice any rights and/or obligations of Gijima in and to the Licensed Application.
Consent to Use of Data
You agree, in accordance with the Protection of Personal Information Bill, that Gijima 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
Gijima 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 or technologies to You.
Termination
The license is effective until terminated by You or Gijima. Your rights under this license will terminate automatically without
notice from Gijima 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 of any software of Gijima (including the Licensed Application), ir engage in any activities prohibited by law; or if You engage
in the unauthorized use of any software of Gijima (including the Licensed Application) or infringe upon any intellectual property rights of
Gijima. 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 (ii)
copies of the Licensed Application already installed, implemented and deployed for Your Device and (ii) any product and company logos provided
by Gijima 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 us. 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 Gijima shall render Support Services in relation to the Licensed Application. More information regarding the extent and scope of services to
be rendered can be obtained from the Gijima BoardView website at the following link www.boardview.co.za.
Any Support Services requested by the Client other than the Support Services set out on the Gijima website and accessible from the above link shall
be on the basis of a separate agreement to be entered into between You and Gijima.
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 Gijima 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. Gijima 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 EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES
PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,
AND GIJIMA 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-INFRINGEMENT OF THIRD PARTY RIGHTS. GIJIMA 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 GIJIMA OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL GIJIMA 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 GIJIMA HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall Gijima’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
Gijima 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. However, Gijima is obligated to provide support in accordance with the terms set
forth in this Agreement for all such discontinued components for a period of 1 (one) year after the date of discontinuance.
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 the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Gijima that are used in connection
with the Software are and shall at all-time remain exclusively owned by Gijima 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 confidentiality 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, either 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, Licensee 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 Gijima’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; 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 effect of a 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, without regard to the conflict of laws principles thereof. The United
Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held
unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this
Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
General
This Agreement constitutes the entire agreement between us and no agreements, variations, representations or warranties between us
other than those set out in writing and signed by us shall be binding upon them.
The failure by one of us to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall
not be a waiver of them or of the right at any time subsequent to enforce all terms and conditions of this Agreement.
Should any of the terms and conditions of this Agreement be held to be invalid, unlawful or unenforceable, such terms and conditions
shall be severable from the remaining terms and conditions of the agreement, which shall continue to be valid and enforceable. If any term or condition, held
to be invalid, is capable of amendment to render it valid, the parties agree to negotiate an amendment to remove the invalidity.
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 COMPUTER STORAGE DEVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS
AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN GIJIMA AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE
RIGHTS AND LIABILITIES OF THE PARTIES.
