Licence - Everlytic

Version 1.0 / 01 July 2012

TABLE OF CONTENTS:

DEFINITIONS

RECORDAL

THE SYSTEM IS PROVIDED TO YOU, AN INDIVIDUAL OR LEGAL ENTITY, UNDER THE TERMS OF THIS LICENCE ("LICENCE") AND THE TERMS OF SERVICE (“TOS”) ISSUED BY THE SYSTEM LICENSOR, PREFIX TECHNOLOGIES (PTY) LTD BEING A PRIVATE COMPANY (“PREFIX”), WHOSE PRINCIPAL PLACE OF BUSINESS IS GROUND FLOOR, ROSEBANK CORNER, CNR JAN SMUTS AND 7TH AVE, PARKTOWN NORTH, JOHANNESBURG, SOUTH AFRICA. THE SYSTEM IS PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAWS. ANY USE OF THE SYSTEM OTHER THAN AS AUTHORISED UNDER THIS LICENCE OR IN TERMS OF COPYRIGHT LAW IS PROHIBITED. BY EXERCISING ANY RIGHTS TO THE SYSTEM PROVIDED HERE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE. TO THE EXTENT THIS LICENCE MAY BE CONSIDERED TO BE A CONTRACT, THE LICENSOR GRANTS YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

1. DEFINITIONS

The defined terms contained in this License bear the meanings assigned to them in the Terms and Conditions of Service.

2. RECORDAL

2.1	The Client is granted access to the Software in accordance with the terms of this License and the Terms and Conditions of Service.

3. GRANT OF LICENCE

3.1	Subject to being granted access to the Account and payment of any License fees applicable, Prefix shall grant to the Client, a non-exclusive, non-transferable, non-sub licensable, limited, revocable, royalty free, worldwide license to use the Software in accordance with the terms of the Agreement.
3.2	The Software is protected by copyright, other intellectual property laws and treaties and other applicable laws. Prefix shall retain all title, copyright, and other intellectual property rights in the Software. For avoidance of doubt the Parties agree that the Software is being licensed, not sold, to the Client.
3.3	The use of the Software is provided to the Client under the terms of the Licence as recorded hereunder and in terms of the further provisions of the Agreement. Any use of the Software other than as authorised under this Licence or in terms of copyright law is prohibited.
3.4	The Client shall not, except as otherwise permitted in the Agreement, promote, broadcast, or refer publicly to Prefix or to the Everlytic name, trade name, trademark, service mark or logo, or commit any act or omission which could result in Prefix or any of its third party suppliers’ or agents’ reputation being brought into disrepute or which act or omission could reasonably be expected to have or does have a material adverse effect on Prefix’s interests.
3.5	The Client agrees that the input of data and the accuracy and adequacy thereof, including the output generated by the Software is under the exclusive control of the Client. Any use made by the Client of the data output or any reliance thereon, is the sole responsibility of the Client.
3.6	Prefix reserves all rights in the Software not explicitly granted to the Client herein.
3.7	The Software is protected by copyright and/or other applicable laws. Any use of the Software other than as authorised under this License or in terms of copyright law is prohibited. By exercising any rights to the Software provided in this License and/or in the Agreement the Client accepts and agrees to be bound by the terms of this License and the terms of the Agreement.

4. LICENSE FEES

Unless otherwise agreed between the Parties in writing, the Licence Fees payable by the Client to Prefix are detailed at http://www.everlytic.co.za/pricing and are also subject to the pricing provisions as contained in clause 6 of the Terms and Conditions of Service and Supply of Software.

5. LICENCE TERM

The License shall remain in force for the duration of the Agreement.

6. EVERLYTIC SUPPORT

The Licence entitles the Client to the following Everlytic support to be provided by Prefix:

6.1	The Client shall be provided with initial access support for Everlytic, through provision of log in details, guides and tutorial materials on the use of Everlytic;
6.2	Prefix will provide certain live and remote training on the use of Everlytic, as well as access to online training videos and materials. The Parties may agree to additional training on site which may incur an additional cost which shall not be incurred without they Client’s express prior written consent;
6.3	Prefix shall provide email, telephonic and helpdesk support as detailed on http://myaccount.pmailer.net/submitticket.php ;
6.4	In view of the Product’s web based nature, modifications, upgrades and enhancements that are included in the standard releases of the Software will be available to all Clients.

7. WARRANTY

Prefix has the authority to grant the license hereunder. To the best of Prefix's knowledge the Software does not infringe upon the intellectual property rights of any third party and Prefix has not received any notice regarding any alleged infringement thereof.

8. MISCELLANEOUS

8.1	If any provision of this License is invalid or unenforceable under the applicable law the validity or enforceability of the remainder of the terms of this License shall not be affected, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.