1.1. words importing:
1.1.1. any one gender includes the other two genders;
1.1.2. the singular includes the plural and vice versa; and
1.1.3. natural persons include created entities (corporate or unincorporated) and the state and vice versa;
1.2. the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:
1.2.1 “Access” shall mean your right to enter your User Account on YDOX.
1.2.2 “Content” shall mean all data, files or documents uploaded to the Software by the Company or any of it’s End Users.
1.2.3 “Digital-HQ” shall mean Digital-HQ (Pty) Ltd (Registration Number: 2017/122524/07 ) a private Company duly incorporated in terms of the Companies Laws of the Republic of South Africa and with its registered address situated at Office 1A, San Domenico Building, 10 Church Street, Durbanville;
1.2.4 “the Company” shall mean the client of Digital HQ that is licensing YDOX for their own use.
1.2.6 “the End User” shall mean any person to whom the Company grants access to the Software;
1.2.8 “User Account” shall mean your access to the Software by means of secure login with a username and a password;
1.2.7 “YDOX” shall mean the online software, www.ydox.net, or any other web domain that is directed to the servers that hosts YDOX, duly owned by Digital-HQ, and licensed to the Company, which is an internet based platform that provides the Services;
1.2.8 “Services” shall mean online data storage, backups, file management, file version control and sharing of resources between approved stakeholders of the Company and can be accessed and used on Google Chrome, Safari, Internet Explorer, Mozilla Firefox and the following mobile and tablet applications: Apple iOS and Google Android;
YDOX is a business and commercial website and mobile application. As such, it is not intended for children or minors’ use without parental consent, -guidance and –assistance.
4. USE OF SERVICES AND ACCOUNT INFORMATION
THE COMPANY offers you a User Account that provides free use of the Services to you. The COMPANY reserves the right to terminate your User Account at any time. Accounts are subject to termination, with or without prior notice. THE COMPANY may remove, without notice, any or all data stored in an account.
4.1 Incomplete Signup E-mails:
THE COMPANY through YDOX makes use of a 3 level authentication signup process for security measures. If you begin the signup process for THE COMPANY but fail to complete the process, THE COMPANY may contact you in an effort to help successfully guide you through the remainder of the registration. You hereby authorise THE COMPANY to make such contact, even if you ultimately determine not to sign up for the Services.
4.2 Non-Transferable User Account
THE COMPANY grants you a personal, non-exclusive, non-transferable Access to use YDOX through THE COMPANY’S legally binding agreement with YDOX solely for your own internal purposes. All rights not expressly granted by THE COMPANY to you are reserved.
5. RESTRICTIONS REGARDING YOUR USER ACCOUNT
5.1 Save for permission granted by the company to you, you are permitted to upload, store, share, download, print, and display the Content in your User Account only for your personal use. Unauthorised use of the Service(s), without THE COMPANY’s prior written consent, is expressly prohibited. You shall not be allowed to copy, license, sell, transfer, transmit, make available, distribute, publish, or assign your Access or the Content in any format to any third party. The purpose of the Services is not to back up personal computer(s) or laptop(s) for personal use, but rather for the backing up and file management of business use.
5.2 Excessive storage may result in network speeds being gradually limited. Any excessive use of storage or bandwidth is subject to us requiring that use be modified to comply with this standard. Failure to comply will result in immediate termination of your account and removal of all stored files.
5.3 You agree to abide by all applicable laws and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service to: (a) use information from the Service in connection with sending unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit or store any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any or store material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user’s use and enjoyment of the Service.
6. HYPERLINK DISCLAIMER
6.1 YDOX may contain links and/or advertisements to other websites maintained by Digital-HQ in addition to links to websites maintained by unrelated companies and persons (“Third Party Website”). An advertisement of, or link to, a Third Party Website does not mean that we approve, endorse or accept any responsibility for that Third Party Website, its content or use, or the use of products and services made available through such Third Party Website.
6.2 THE COMPANY is not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources or appearing in such Third Party Websites, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of your use or reliance on such third party websites.
6.3 Such Third Party Websites are not investigated, monitored or checked for accuracy, completeness or conformance with applicable laws and regulations by us. We do not make any representations whatsoever, or give any warranties of any kind, expressed, implied, or otherwise about any websites which you may access through YDOX, the content thereof, or the products and/or services made available through such websites. If you decide to leave our Website and access these other websites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of such websites will apply to you while on such websites.
The mark YDOX is a registered trademark and is the exclusive property of Digital-HQ. The unauthorized use of this mark in trade, or marks considered to be confusingly similar thereto in law, is strictly prohibited and may result in action based on trade mark infringement, passing-off or unlawful competition being taken against you.
8. DATA PROTECT CONSENT
8.2 Your personal information will not be collected, collated, processed or disclosed by THE COMPANY without your express written consent, unless THE COMPANY is legally required to do so.
8.3 Your personal information will only be electronically requested, collected, collated, processed or stored by THE COMPANY if it is lawful for us to do so.
8.4 Should your personal information be required, THE COMPANY will disclose to you in writing the specific purpose for which it is needed. Furthermore, THE COMPANY will not disclose your personal information for any purpose other than the one disclosed to you, nor will it disclose any of your personal information to a third party without your express written consent, unless it is required of us by law.
8.5 THE COMPANY will keep a record of your personal information and the purpose for which it was used.
8.6 THE COMPANY will take all reasonable steps to ensure that your personal information is kept confidential and secure by storing it on our secure database.
8.7 THE COMPANY keeps all financial information that it records strictly confidential and will not disclose it to any third party that has no right or title to the information.
8.8 THE COMPANY will endeavour to take all reasonable and necessary precautions to secure access to your transactions – however, it cannot guarantee the confidentiality of your transactions.
8.10 YDOX may make use of cookie and tracking technology, whereby information that you send whilst on YDOX, may be saved on your hard drive of your mobile device (cellular telephone, iPad) or computer and YDOX will know who you are when you next visit. This technology is useful for gathering information such as browser type and operating system, for tracking the number of visitors to a site and understanding how visitors use the website. Personal information cannot be collected via cookie technology.
8.11 THE COMPANY may use your information for marketing purposes within THE COMPANY and may send you promotional material or details that it thinks may be of interest to you. You will however always be given the opportunity to instruct us to refrain from doing so and to have us remove your details from our mailing list.
9.2 Any communication or material you post or transmit to us over the Internet is, and will be treated as non-confidential and non-proprietary. Upon the transmission of any personal information to us, you expressly grant permission to us to disseminate and/or use such information for any lawful purpose.
10. CONTENT ON THE SOFTWARE
10.1 CONTENT UPLOADED BY THE USER ON ITS USER ACCOUNT
Ownership of Content uploaded to YDOX does not vest with YDOX. Ownership of all Content uploaded to YDOX vest with the person or entity with whom ownership vested prior to the uploading of it to YDOX.
10.1.1 THE COMPANY does not own any data, information or material that you submit through the Service into your User Account (“Data”). THE COMPANY may access your User Account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not THE COMPANY, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data uploaded by you and THE COMPANY shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
10.1.2 Your access and permissions to the Services may be restricted by THE COMPANY to allow you to only perform certain acts in relation to the Content, which include the uploading of Data.
10.2 CONTENT UPLOADED BY THE COMPANY
10.2.1 THE COMPANY uses the Services as stated above. It is in THE COMPANY’S sole and exclusive discretion to decide which of the Content may be used by you. THE COMPANY is not obliged to grant you access and permission to perform the Services in your entire User Account. The COMPANY may restrict your access.
10.2.2 THE COMPANY may upload/add/delete all documents it deems necessary to the Content. The COMPANY is not obliged to upload all your documents to your User Account.
11.1 Unless otherwise indicated, YDOX, and its design, text, content, selection and arrangement of elements, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to YDOX are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights and are the property of DIGITAL-HQ or the material is included with the permission of the rights owner and is protected pursuant to copyrights and trademark laws;
11.2 The posting of any such elements on YDOX does not constitute a waiver of any right in such elements. Save as otherwise granted herein, you do not acquire ownership rights to any such elements viewed through YDOX. Except as otherwise provided herein, none of these elements may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission;
11.4 THE COMPANY has the exclusive right to use, exploit and enforce any intellectual property rights associated with YDOX.
13. NO WARRANTIES
13.1.1 Any views or statements made or expressed on YDOX are not necessarily the views of THE COMPANY, its affiliates, subsidiaries, holding companies, partners, employees, officers, servants or agents;
13.1.2 YDOX is provided on an “as is,” “as available” basis, without warranties of any kind. To the fullest extent possible pursuant to applicable law, THE COMPANY, its affiliates, service providers and licensors disclaim all warranties, express, implied, statutory or otherwise.
13.2 Without limiting the foregoing, THE COMPANY, its affiliates, service providers and licensors do not represent or warrant to you or your company and THE COMPANY, its affiliates, service providers and licensors hereby disclaim:
13.2.1 all warranties of merchantability, fitness for a particular purpose, title and non-infringement;
13.2.2 warranties relating to delays, interruptions, errors, or omissions in the operation of YDOX or any part of it;
13.2.3 warranties relating to the transmission or delivery of YDOX or its availability at any particular time or location;
13.2.4 warranties relating to the Use, validity, accuracy, currency or reliability of, or the results of the Use of the App or any information published on YDOX; and
13.2.5 warranties relating to websites to which this Website is linked.
13.4 It is your responsibility to evaluate (or take professional advice on) the accuracy and completeness of all information, statements, opinions, and other material on YDOX or any website with which it is linked;
13.5 Some jurisdictions do not allow the exclusion or disclaimer of certain warranties. Accordingly, some of the above disclaimers may not apply to you. We do not seek to exclude or limit liability for fraudulent misrepresentation. Your statutory rights as a consumer, if any, are not affected hereby.
14. LIMITATION OF LIABILITY
14.1 To the fullest extent permitted by applicable laws THE COMPANY exclude liability for any losses and expenses of whatever nature and howsoever arising including, without limitation, any direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if we have been advised of the possibility of such damages or losses, arising out of or in connection with the use of YDOX or any Website with which it is linked as well as the actions of you;
14.2 You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary;
14.3 This is a comprehensive limitation of liability that applies to all losses and damages of any kind whatsoever, whether the alleged liability is based on contract, negligence, tort, strict liability or any other basis;
14.4 We do not seek to exclude or limit liability for fraudulent misrepresentation. THE COMPANY has no obligation to monitor the Service and/or Content or any User Account and the use thereof or retain the Content of any session. However, THE COMPANY reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
15.1 Unless, otherwise stated herein, THE COMPANY, in its sole discretion, may terminate your User Account or use of the Service and remove and discard any Data within the Service if you fail to comply with this Agreement, or if your mandate comes to an end with THE COMPANY.
15.2 You may terminate your User Account upon notice to THE COMPANY at any time, however same will automatically terminate when THE COMPANY terminates your USER ACCOUNT.
15.3 Upon termination by THE COMPANY or at your direction, you may request your User Account Content/Data, which THE COMPANY will make available for 24 hours, after which same will have to be personally collected at a fee.
15.4 You must make such request as to the notification of termination in writing, to receive such file at the time of the cancellation request. Upon termination of an account, your right to Access the Service immediately ceases. THE COMPANY shall have no obligation to maintain any Data stored in your User Account or to forward any Data to you or any third party, save for as otherwise provided by law.
16. MODIFICATION OF TERMS
17. LAW & JURISDICTION
17.1 YDOX is controlled and operated by Digital-Hq from its offices within the Republic of South Africa and make no representation that the information contained herein is appropriate or available for use in other locations outside South Africa;
17.2 The law in certain countries other than South Africa may prohibit the Use of YDOX or information products and/or services on its website of mobile application or jurisdictions and you are responsible for compliance with any applicable laws of the country from which you are accessing TENDERLIST.
17.3 You agree that the laws of the Republic of South Africa shall govern any controversy or claim of whatever nature arising out of or relating to the Use of YDOX without regard to any conflict of law provisions, and you hereby irrevocably consent and submit yourself to the personal jurisdiction of the courts of the Republic of South Africa for all such purposes;
17.4 The foregoing notwithstanding, we retain the right to bring legal proceedings in any jurisdiction where we believe that breach of this agreement is taking place or originating.
In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.
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