1. OWNERSHIP. This website and the network, the content hereof, and the online services are the property of, and all proprietary rights therein, vest in the Company, alternatively are licensed to the Company. The User acknowledges that ownership of all intellectual property rights, including the trade marks indicated on the website and the network (whether registered or not), vest in the Company or its licensors, and that it is not authorized to use, amend or exploit any of the intellectual property rights, including the trade marks in any manner whatsoever, without the prior written consent of the Company. The User furthermore acknowledges that the information and documentation contained in this website and the network is the proprietary information and copyrighted material of the Company or is licensed to the Company and that no party is entitled to use or exploit in any manner whatsoever, any of the proprietary information or copyrighted material of the Company without the prior written consent of the Company. The User shall not, other than for his personal and non-commercial use (a) store on his computer, or print copies of extracts from this website and the network; (b) mirror or cache information provided via this website and the network on his own server or other computer or other storage facility of whatsoever nature; or (c) copy, adapt, modify or re-use the text or graphics from this website and the network, without the prior written consent of the Company.
2. NO IMPROPER USE OR UNLAWFUL CONDUCT. The User hereby agrees not to use this website and the network and services for any purpose that is unlawful, improper or prohibited by these terms and conditions. Improper actions include, but are not limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the Republic of South Africa and/or foreign territories in which the User resides or conducts business or in which the Company operates; activities designed to encourage unlawful behavior by others; the invasion of the privacy of a third party; racially, ethnically, or otherwise objectionable behavior; and activities designed to impersonate the identity of a third party.
3. USE OF THE NETWORK. The User agrees that it will only use this website and the network, the information contained herein and the online services in respect of the specific purposes for which it is created. In using the website and the network, information or online services, the User will not: (a) disrupt or interfere with any other user's enjoyment of such services or materials or any affiliated or linked sites; (b) upload, post or otherwise transmit any viruses or other harmful, disruptive or destructive files; (c) create a false identity; (d) use or attempt to use another's account, password, service or system without authorization from the Company; (e) access or attempt to access any service or content which the User is not authorized to access; (f) disrupt or interfere with the security of, or otherwise cause harm to, any system resources, accounts, passwords, servers or networks connected to or accessible through such feature or any affiliated or linked sites; (g) conduct any surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); (h) threaten, defame, abuse, harass, stalk or otherwise violate the legal rights (including the rights of privacy and publicity) of others; (i) publish, post, upload, distribute or disseminate any defamatory, obscene, or unlawful topic, name, material or information; (j) upload or otherwise make available files that contain images, photographs, software or other material protected by intellectual property laws, including, without limitation, copyright, trademark, patents, designs, privacy and publicity laws unless the User owns or controls the rights thereto or has received all necessary authority to do the same; (k) violate any laws or regulations of the Republic of South Africa or any other country applicable.
4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, but not limited to, the terms and conditions of any agreement in place between the parties (including pricing), business and marketing plans, technology and technical information, product designs, trade secrets and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party;
(ii) was known to Receiving Party prior to its disclosure by Disclosing Party without restriction on use or disclosure;
(iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or
(iv) is rightfully received from a third party without restriction on use or disclosure. Receiving Party shall not use Confidential Information of Disclosing Party for any purpose other than to perform its obligations or exercise its rights under any agreement in place between the parties. In addition, Receiving Party shall not disclose Confidential Information of Disclosing Party to any third party, except with Disclosing Party's prior written consent or as otherwise required by law or legal process. Notwithstanding the foregoing, each party may disclose the Confidential Information of the other party to its employees, consultants or other agents who have a bona fide need to know such Confidential Information; provided, that each such employee, consultant or agent is bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.
5. PUBLICITY. The Company shall have the right to reference and refer to its relationship with the publisher or advertiser for marketing and promotional purposes. No press release or general public announcements will be made without the prior written consent of the parties.
7. LIMITATION OF LIABILITY. THE USE OF THIS WEBSITE AND THE NETWORK AND ONLINE SERVICES IS AT THE USER’S OWN RISK. IN NO EVENT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, WILL THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, VIRUSES, WORMS, SPAM, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE WEBSITE, THE NETWORK, THE ONLINE SERVICES, MATERIALS OR INFORMATION, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE WEBSITE, THE NETWORK, THE ONLINE SERVICES, MATERIALS OR INFORMATION OR ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY DELAYS IN DELIVERY AND/OR NON-DELIVERY OF ADVERTISEMENTS, INCLUDING WITHOUT LIMITATION AS A RESULT OF PROBLEMS WITH THIRD PARTY SERVERS, LACK OF APPROVALS OR DELAYED APPROVALS OR ELECTRONIC MALFUNCTION, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE USER’S TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE ONLINE SERVICES, WEBSITE OR NETWORK THAT ARE DELAYED OR INTERRUPTED, OR ANY WEBSITE REFERENCED OR LINKED TO FROM THE NETWORK OR ONLINE SERVICES FEATURE.
8. INDEMNITY. The User hereby indemnifies and holds the Company, and its subsidiaries, affiliates, agents, officers, directors, shareholders, employees, partners and suppliers harmless from any claim or demand, including attorneys' fees on an attorney and own client scale, made by any third party due to or arising out of:
(a) the User's use of the website, the network and the online services;
(b) the User's violation of these terms and conditions or any other agreement in force between the parties from time to time; or
(c) the User's violation of any law, rule or regulation or the rights of any other person or entity.
10. NO WARRANTY. Except as expressly provided otherwise in a written agreement between the User and the Company, and except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to the User in its jurisdiction; the website, the network and online services, and all materials and services offered through or in association with such features, are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, durability, title or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, the Company and its suppliers make no warranty that
(a) the website, the network and the online service or any other services or materials will meet the User's requirements,
(b) the website, the network and the online service or any other services or materials will be uninterrupted, timely, secure, virus-free or error-free; or will be compatible with other software or applications to be used with or applied,
(c) the results that may be obtained from the use of the website, the network and the online service or any other services or materials will result in any benefit or revenues or be effective, accurate or reliable,
(d) the quality of the website, the network and the online service or any other services or materials will meet the User's expectations and
(e) any errors in any software obtained from or used through the website, the network and the online service or any other services or materials, or any defects in the services or materials, will be corrected, or that
(f) the information provided will be accurate.
11. BREACH. If either party (the "Breaching Party") materially breaches these terms and conditions or any other terms and conditions in place between the parties from time to time, then the other party (the "Aggrieved Party") may furnish the Breaching Party with a written notice calling upon the Breaching Party to remedy the default within 30 (thirty) days of receipt of said notice or a shorter period should a shorter period be reasonable in the circumstances. If the Breaching Party fails to rectify the breach as required in the notice the Aggrieved Party shall be entitled, in addition to any other remedy at law, either to cancel the agreement which has been breached or to claim immediate specific performance, in either event without prejudice to its right to claim damages. If either Party is in default of a non-material provision of these terms and conditions or any other terms and conditions in place between the parties from time to time, the Aggrieved Party shall be entitled to deliver to the Breaching Party, a notice requiring it to rectify the breach within 7 (seven) days of the notice and failing rectification, claim damages from the Breaching Party. However, if the default is of a continuing nature, then the Aggrieved Party shall be entitled to suspend performance of its obligations under the applicable agreement for so long as the default or breach persist and/or itself rectify the breach and claim damages from the Breaching Party.
12. FORCE MAJEURE. Neither party will be liable for any delay or failure to perform hereunder due to circumstances beyond such party's reasonable control including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (not involving such party's employees) or disruptions involving power or infrastructure systems not within such party"s possession or reasonable control (each a "Force Majeure Event"); provided that the party relying on a Force Majeure Event notifies the other party of the Force Majeure Event and uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
13. ACCURACY OF INFORMATION. The User understands that when using this website and the network and online services, the User will be exposed to content from a variety of sources. The website and the network and online services and other services and materials could include technical or other mistakes, inaccuracies or typographical errors or offensive, indecent, or objectionable content. If the User does so object, the User should not use this website and the network and/or the online services. The Company may make changes to the website and the network, online services, other services, information and materials at any time without notice. The information, services and materials may be out of date, and the Company gives no undertaking of any manner whatsoever to update such information, services or materials. Any information contained on our website and the network is intended for general information purposes only, and is not meant to be an endorsement or representation by the Company of any other party, and should in no way be construed as professional advice. The User should refrain from making any business decisions on the basis of this information without consulting the Company or another business providing the same/similar services to the Company for advice related to your specific and precise requirements. Any reliance the User places on any content is strictly at the User's own risk.
14. MODIFICATION. The Company reserves the right, in its sole discretion, to:
(a) change these terms and conditions without notice to the User;
(b) change the content and/or services available on or through the website and the network;
(c) discontinue any aspect of the website and the network or service(s) available from the website and the network; and/or
(d) delete the website and the network. The User is responsible for reviewing these terms and conditions each time it uses the website and the network and online services. The User's continued use of the website and the network and online services constitutes the User's agreement to the then current terms and conditions.
15. DISPUTE RESOLUTION. In the event that any dispute arises in respect of any aspect of these terms and conditions or any other agreement in force between the parties, then the party declaring the dispute will advise the other party of this in writing and set out the basis of the dispute. Senior management representatives of each of the parties will then make themselves available within 10 (ten) business days of the dispute being declared to meet with one another and attempt to resolve the dispute in an amicable manner. If the dispute is not resolved within 10 (ten) business days of such meeting, then the parties may elect to proceed by way of arbitration, or seek recourse via the courts. Such arbitration will take place in Sandton, Johannesburg, and be referred to an independent Advocate of the Company's choice with appropriate expertise in the media and/or online industry. The arbitrator will act and be bound to the rules of arbitration under the provisions of the arbitration laws for the time being in force in the Republic of South Africa, and will be entitled to make such award as he in his sole discretion may deem fit and appropriate and to deal as he deems fit with the question of costs. Any award made by the arbitrator will be capable of being taken on appeal to a court with jurisdiction and may be made an Order of any court to whose jurisdiction the parties are subject. The provisions of this clause will not preclude either party from obtaining intermediate relief on an urgent basis from a court of competent jurisdiction, pending the decision of the arbitrator.
16. DISPUTES REGARDING THE CONTENT OF THESE TERMS AND CONDITIONS. In the event of a dispute as to the content of these terms and conditions at any time, a certificate signed by the administrator responsible for maintaining the website and the network shall be prima facie proof of the date of publication and content of the current version and all previous versions of these terms and conditions.
17. GENERAL. These General Terms and Conditions, together with the specific publisher or advertiser contract (as the case may be) with the Company sets out the rules and policies governing the User's use of our website and the network. Depending on the User's activities when visiting our website and when using the network, the User may be required to agree to additional terms and conditions. This agreement and the specific publisher or advertiser contract (as the case may be) constitutes the entire agreement between the parties in respect of the subject matter thereof. The Company shall be entitled to cede, assign, transfer, sub-contract and/or delegate any of its rights and obligations in connection with the use of the network or the services made available via the website to any third party. The User shall be required to obtain the prior written consent of the Company for any intended cession, assignment, transfer, sub-contracting and/or delegation of any of its rights and/or obligations in connection with the use of the network or the services made available via the website. In the event of the invalidity of any part or portion of these terms and conditions or any other agreement in place between the parties, for any reason whatsoever, such invalidity shall not affect the validity or enforceability of any other part or provision of these terms and conditions or any other agreement in force between the parties (as the case may be) and such invalid part or portion shall be deemed to have been struck out of the applicable terms and conditions/agreement. No waiver by the Company in respect of the User's actions or omissions with regard to any breach, failure or default in performance by the User, and no failure, refusal or neglect by the Company to exercise any right or to insist upon strict compliance with or performance of the User's obligations, shall constitute a waiver of the provisions of these terms and conditions or any other agreement in place between the parties, and the Company may at any time require strict compliance with the provisions thereof.
18. GOVERNING LAW AND JURISDICTION. These terms and conditions and any other agreement in place between the parties will be governed by and construed in accordance with the laws in force in the Republic of South Africa.