SIGNIFLOW LICENSED APPLICATION END USER LICENSE AGREEMENT (EULA)

IMPORTANT – PLEASE READ CAREFULLY BEFORE INSTALLING OR USING SOFTWARE

YOU (the individual or entity accepting this Agreement) agree to access and use the Licensed Application on the terms of this Agreement between YOU and PBSA (Pty) Ltd (“PBSA”).  Access to or use of the Licensed Application signifies YOUR acceptance of the following terms and conditions. If YOU are accepting these terms on behalf of a business entity, YOU hereby represent that YOU have the authority to do so.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE LICENSED APPLICATION.

IT IS AGREED AND ACCEPTED BY YOU THAT:

  1. DEFINITIONS

In this License:

“PBSA” means PBSA (Pty) Ltd with Registration Number 1998/00882/07 and PBSA Batsumi Enterprises with Registration number 2007/019949/07 or its authorised reseller/distributor;

“Software” means any of the software offerings of PBSA, including SigniFlow and pbVerify;

“SigniFlow” incorporating SignFlow™ means the trade name of the PBSA Service accessed via the SigniFlow Websites, owned and operated by PBSA located at https://www.signiflow.com and sub domain sites of like, but not limited to https://flow.SignFlow.co.za, https://eu.signiflow.com and http://latam.signiflow.com.  SigniFlow includes but is not limited to SignFREE, SignFREE Workflow, Professional, Professional SA Legal, Enterprise-Hybrid and API’s or Integrated;

“SigniFlow (Pty) Ltd” means a company with Registration Number 2015/084900/07, which is a subsidiary of PBSA (Pty) Ltd;

“User” means YOU and each individual who makes use of a software, product or licenced application;

“Use” means accessing, operating or utilising the software, product or licenced application;

  1. GENERAL TERMS

2.1. This represents the complete agreement concerning the Software, Product or Licenced Application and supersedes all prior agreements and representations between YOU and PBSA.  The terms to this agreement may be amended by PBSA from time to time, in which instance PBSA will notify YOU in writing (which will include any notifications posted on the website) of the amendments made.

2.2. Headings are for reference purposes only and shall not affect the construction or interpretation of this License.

2.3. If any provision of the Licence Terms of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of this Agreement shall remain valid and enforceable.

2.4. No waiver or abandonment by PBSA of any of its rights in terms of these License Terms shall be binding on PBSA, unless such waiver of abandonment is in writing and signed by an authorised representative of PBSA.

  1. ACCESS AND USE

Access to and use of SigniFlow, which includes but is not limited to SignFREE, SignFREE Workflow, Professional, Professional SA Legal, Enterprise–Hybrid and API’s or Integrated (“Product”/“Licenced Application”), transacted through the Services, as defined below, is licensed, not sold, to YOU for use only under the terms of this Agreement.  PBSA reserves all rights to the product, which are not expressly granted to YOU.

  1. SCOPE OF LICENSE

4.1. This license granted to YOU for the Licensed Application by PBSA is limited to a personal, revocable, non-exclusive, non-transferable license to use the Licensed Application.  The Product and Services contain proprietary content, information and material that are protected by applicable intellectual property and other laws, including but not limited to copyright.

4.2. All title, ownership rights, and Intellectual Property Rights in and to the Software, Product or Licenced Application remains that of PBSA or SigniFlow (Pty) Ltd, as the case may be and do not transfer to YOU.

4.3. YOU may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application.  Any attempt to do so is a violation of the rights of PBSA.

4.4. The terms of the license will govern any upgrades provided by PBSA that replace and/or supplement the original Product or Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will apply.

  1. CONSENT TO USE OF DATA

5.1. YOU hereby agree and consent that PBSA may collect, access, process and store YOUR personal Information, for internal purposes and for purposes of identification and verification (through the Department of Home Affairs or any other institution as may be required), which personal information shall be maintained by PBSA as confidential and shall be processed and protected in terms of the Electronic Communication and Transactions Act 25 of 2002 and Protection of Personal Information Act 4 of 2013.

5.2. PBSA further reserves the right to use your 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 Product or Licensed Application.

  1. TERMINATION

6.1. Without prejudice to PBSA’s other remedies in law or in terms of this License, the license is effective until terminated by YOU or PBSA.

6.2. PBSA has the right to terminate this License without notice from PBSA if YOU fail to comply with any term(s) of this Agreement or the terms of the corresponding subscriber agreement in respect of the Product.

6.3. Upon termination of the license, YOU shall cease all use of the Licensed Application with immediate effect and pay all moneys owing to PBSA within 48 hours of termination.

  1. USE OF SERVICES

7.1 The Licensed Application may enable access to PBSA’s products, services, content and websites ("Services").  Use of the Services requires internet- and API access, which YOU acknowledge and agree that YOU are solely responsible for, including all fees and charges applicable to connection, internet access, emailing, downloading and use of data by YOU using the Services accessed via the Licensed Application. YOU agree that YOU accept the terms and conditions in respect of Services made available by PBSA for use of the Product.

7.2  YOU agree to use the Services at YOUR sole risk and PBSA shall not have any liability to YOU for content that may be found to be offensive, indecent, or objectionable uploaded or sent via the Product or Licenced Application.  PBSA is not liable to YOU for the accuracy or completeness of any content processed or available through the Services.

  1. THIRD PARTY MATERIALS

8.1. 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 websites.  By using the Services, YOU acknowledge and agree that PBSA 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 websites.

8.2. PBSA 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 websites, or for any other materials, products, or services of third parties to the maximum extent permitted by law.

  1. LIMITATIONS AND EXCLUSIONS

YOU hereby irrevocably and unconditionally acknowledge and agree that the Licensed Rights are subject to the following conditions and restrictions:

9.1. The Licensed Rights shall not be exercised for the purpose of enabling or assisting YOU or any other person in committing any crime.

9.2. In order to validate this license and be able to use or continue to use some or all of the components of the Software, YOU and each User will be required to register by providing personal information, including but not limited to first names, surname, identification number and contact information as well as make payment requested PBSA or its Agent.

9.3. YOU acknowledge that the Licensed Rights are annually renewable.

9.4. YOU may not:

9.4.1. Use the Software in a manner that exceeds or transgresses the terms and conditions contained in this License;

9.4.2. Alter, reproduce, change, duplicate, translate, reverse engineer, re-engineer, decompile, recompile or copy the functionality of the Products or Software, not attempt to do any of the aforesaid nor assist another to do so, nor be associated in any manner with anyone who does so;

9.4.3. Remove any reference made to PBSA on any product or software (or related website) sold to its clients.  It is further expressly agreed upon that any wording or branding on websites and emails produced by or relating to PBSA software, including but not limited to “powered by SigniFlow” may never be deleted, moved, altered, edited or blocked out;

9.4.4 Share your login details/private key or allow anyone to utilise the Software on your behalf;

9.4.5 Redistribute the Software, Product or Third Party Materials commercially;

9.4.6 Cede, assign or transfer all or any of its rights and/or obligations in terms of these License Terms.

9.5. This License does not grant any right to use the trademark "SigniFlow", “PBSA”, “Signiflow” or any other trademark, whether registered or not, owned or used by PBSA.

  1. INDEMNITY

10.1. YOU hereby irrevocably and unconditionally indemnify PBSA (including its directors, employees and subsidiaries) and hold them harmless from and against all claims, costs (including reasonable attorney's fees), damages, fines, penalties, liabilities, judgments, demands, expenses and losses of any nature and kind which PBSA may suffer or incur by reason of a third party making a claim based on any representation made or other step taken by YOU, or for any other reason whatsoever.

10.2. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (DELICT, CONTRACT OR OTHERWISE) SHALL PBSA OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR INSTALLATION OF THE SOFTWARE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.  IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING, NEITHER PBSA, SUPPLIERS NOR ANY OF THEIR DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO YOU, YOUR PERSONNEL OR ANY THIRD PARTY ON ACCOUNT OF LOSSES OR DAMAGES SUFFERED AS A RESULT OF DOCUMENTS PREPARED IN WHOLE OR IN PART WITH THE SOFTWARE.

  1. Subject to the maximum extent permitted by law, 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;
  • The licensed application and any services performed or provided by the licensed application are provided "as is" and “as available”, with all faults and without warranty of any kind;
  • PBSA 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.

No verbal agreements or advice given by PBSA or its authorized representative shall create a warranty.

  1. APPLICABLE LAWS

This License shall be governed by, construed and fall under the jurisdiction and law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such.  The Software, Product or Licenced Application is protected by copyright laws throughout the world.

BY DOWNLOADING, INSTALLING AND/OR USING THE LICENSED APPLICATION YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS.