THIS IS A LEGALLY BINDING AGREEMENT between Bidvest Advisory Services Proprietary Limited (2016/119059/07), a private company duly incorporated in accordance with the laws of South Africa ("BAS", “BidvestALICE”, "we" or "us") and you (by which we mean the natural or juristic person, entity or organisation) visiting, accessing or using (or directing the visit, access or use) of any services provided by BAS ("Services"). A list of officer bearers can be found at alice@bidvestalice.com. You can contact us by sending an email to alice@bidvestalice.com or by registered post to: Bidvest House, 18 Crescent Drive, Melrose Arch, Gauteng, 2196, South Africa.

BY CLICKING "I AGREE", OR BY OTHERWISE SIGNING UP OR FOR AN ACCOUNT, OR BY ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE ("Terms") WORLDWIDE AND ARE ENTERING INTO A FULLY BINDING AGREEMENT. You must be free of any limitation on capacity to act, enter into contract or ability to use the Services in terms of the applicable law, and of an age that grants such full capacity and ability in terms of the applicable law. Please read these Terms carefully, and do not sign up for an account or use the Services if you are unwilling, unable or lack capacity to be bound by these Terms. You and we are collectively referred to as the "Parties".

To the extent that you have entered into any special terms or separate agreement ("Alternate Terms") with BAS on the same subject matter as set out in these Terms, such agreement shall only take precedence over these Terms in conflicts if specifically agreed in such Alternate Terms, failing which these Terms shall take precedence. These Terms are to be read together with BAS' Privacy Notice, and any further policies issued by BAS, from time to time, which collectively govern the Services.

BAS may, from time to time, provide the details of our local authorised sales and marketing representatives for convenience and ease of communication. Such representatives do not have any authority to bind BAS, unless indicated otherwise in writing to you and unless BAS has agreed to provide you with the Services. Where BAS so agrees, your relationship in respect of the Services is directly with BAS.

For the duration of the period of your purchased subscription and subject to receipt of payment of the applicable subscription fee and any limitations provided for in these Terms, BAS grants to you a non-exclusive, non-transferable license, without rights to sublicense, to use the Services in connection with your internal business operations, which shall be provided in accordance with these Terms.

In using the Services, you hereby undertake:

1. to use the Services solely for the purposes and in the manner for which they were provided, in a proper and prudent manner and in compliance with all applicable laws;
2. to be solely responsible for (a) procuring and maintaining your own IT systems, network connections and telecommunications links to BAS’s data centres or infrastructure and (b) all problems, conditions, delays, delivery failures and all other claims or losses arising from or relating to your network connections or telecommunications links or caused by the internet;
3. to not to permit any legal entity, person or agent other than BAS’s administrators to create internet links to the Services or frame or mirror the Services on any other server or wireless or internet-based device;
4. to not access, store, distribute or transmit any material during the course of your use of the Services:
   1. that contains any viruses or destructive elements;
   2. that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   3. that facilitates illegal activity;
   4. in a manner that is otherwise illegal or causes damage or injury to any person or property.

1. Third party services are provided on an “as-is” basis and you hereby acknowledge, notwithstanding any inclusion of such services, that:
   1. BAS assumes no responsibility, provides no assurance of any compliance with relevant laws or regulations (such as data protection legislation), nor accepts any liability which may arise from the use of such services or inclusion in any BAS digital services, reports or other material shared with you.
   2. BAS makes no express or implied warranties of any kind with respect to third party services provided to You and shall not be liable for any damages regarding the use or operation of the third party services furnished under these Terms.
   3. makes no express or implied warranties of any kind with respect to software delivered to You through the Services that is subject to the provisions of any open source license agreement, which may include, without limitation, the GNU Lesser General Public License and the Mozilla Public License, and shall not be liable for any damages regarding the use or operation of the third party services furnished under these Terms.

For Exposed Data Lookup Services:

2. If included in your digital services, we may provide you with or utilise the results of data breach and vulnerability lookup services provided by third parties. These third parties are used to provide information such as whether domains, passwords or usernames have been exposed in the public domain or whether an organisation has publically exposed or vulnerable information such as webserver names, weak security settings and missing patches (amongst other vulnerabilities or exposures).
3. Any information obtained from such services is provided on an 'as is' basis and BAS gives no guarantee, warranty or promise in respect of the veracity, completeness, accuracy, usefulness, timeliness or otherwise in respect of any information obtained from such services.

For ABBYY FlexiCapture Cloud:

4. The End User is granted only a non-exclusive, non-transferrable right to use the ABBYY Service only with the BAS Service.
5. ABBYY shall not be liable to the End User for any general, special, direct, indirect, consequential, incidental, or lost profits or other damages arising out of or related to the ABBYY Service.
6. End Users will not:
   1. decompile or reverse engineer the Service Software;
   2. modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way otherwise exploit the Service Software or make the Service Software available, in whole or in part;
   3. disclose results of any services or program benchmark tests without ABBYY’s prior written consent;
   4. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Service available to any third party other than as expressly permitted under this Agreement;
   5. transmit files, content, photographs, videos, personal or technical data or any other type of information or data (collectively, “User Content”) that is defamatory or libelous;
   6. transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party Intellectual Property Rights; or
   7. transmit any viruses, malicious code, Trojans, worms, corrupted files, or any other similar software that may damage the operation of another's computer, data or property, or transmit any other harmful or code technology;
7. all disputes between BAS and End Users, whether or not relating to any information, data or forms available on or through the Service, will be settled by and between BAS and the End User. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute;
8. End User shall comply with all applicable legal requirements regarding privacy and data protection and is responsible for obtain sufficient consent and authorization from data subjects when providing personal data and any other information to BAS and ABBYY in the course of using BAS’s Services in order to permit the processing of such data by ABBYY; and
9. Notwithstanding the above, ABBYY is not responsible for compliance with the data protection laws applicable to End Users or its industry and not generally applicable to information technology service providers or providers using critical infrastructure (e.g. financial or credit institutions, health and safety institutions, professional unions or associations, religious organizations).

For Flowgear integration services:

10. Flowgear shall be entitled, for operational reasons to change the technical specification of the Flowgear Service, provided that any change to the technical specification does not materially affect the performance of the Service;
11. Notwithstanding the fact Showcase feature(s) may be described in the Flowgear Service Schedules, they are temporary and do not form part of the technical specification of the Flowgear Service, and may be removed by Flowgear (in its sole discretion), without notice.
12. Flowgear shall be entitled to give BAS reasonable instructions which it believes are necessary for reasons of health, safety or the quality of any Flowgear Service provided by Flowgear to BAS or any other person and BAS undertakes to comply with such reasonable instructions;
13. Flowgear shall be entitled, subject to reasonable notice, to suspend the Flowgear Service for operational reasons including, without limitation, repair, maintenance or improvement provided that the Flowgear Service shall be restored as soon as possible;
14. Flowgear shall be entitled to suspend the Flowgear Service with immediate effect in the event of an emergency provided that the Flowgear Service shall be restored as soon as reasonably possible.

The fees payable by you for any subscription to access the Services is as per the subscription option you have signed up for or purchased. These fees are subject to change, which changes will become effective as at the renewal date of your subscription, unless you opt to cancel your subscription prior to such renewal date. You agree to monitor and terminate your subscription prior to renewal should you not wish to continue the Services. Unless otherwise stated, all fees are quoted in United States Dollars and are exclusive of any sales tax, value-added tax or other taxes in terms of applicable law. Any outstanding balance becomes immediately due and payable upon termination of your subscription to the Services and any collection expenses (including attorneys' fees on an attorney-and-own-client scale) incurred by BAS will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with your account.

You will adopt and maintain reasonable and appropriate security precautions for any User ID(s), password(s) and API key(s), including those issued to your authorized employees, if applicable, to prevent their disclosure to or use by unauthorized persons. You are responsible for the actions of any person accessing the Services via a User ID issued by BAS to you. You warrant that all information provided for the creation of an account and User ID is accurate and complete. If you become aware of any unauthorized use of your password or of your account, you agree to notify BAS immediately at escalations@bidvestalice.com. If requested by BAS, to specify one or more administrators who will have the right to administer the User ID(s) allocated to you ("Administrators"). The Administrators shall have the ability to access all User ID(s), including the ability to access, monitor, use, modify, withhold, or disclose any data available to your end users and associated with their User ID(s). You are responsible for the consequences of all actions or omissions of such administrators. You are further responsible for:

1. designating those persons who are authorised to access the Services as end users;
2. ensuring that only Administrators are authorised to administer the end user's access to the Services and that only authorised end users are able to adapt, edit, delete, modify and customise reports generated via the Services;
3. ensuring that other end users are only granted the right to download and read the reports provided to the you through the Services;
4. ensuring that the Administrators immediately revoke any User ID allocated to an end user, if that end user is no longer authorised to access the Services;
5. the revocation of any User ID allocated to an Administrator who is no longer authorised by you to access the Services;
6. advising the Administrators and the end users that their personal information will be required to be furnished to BAS for the creation of the User ID(s) and procuring the consent required in terms of applicable law;
7. ensuring that the Administrators and end users only access the Services in accordance with these Terms and that the Administrators and end users comply with these Terms at all times; and
8. ensuring that the Administrators and end users do not: (i) remove, obscure, or alter any copyright, trade mark, or other proprietary rights notices; or (ii) falsify or delete any author attributions, legal notices, or other labels of the origin or source of material associated with the Services.

BAS may, either partially or in its entirety and without being obligated to provide prior notice – modify, adapt or change the Service's features, the user interface and design, the extent and availability of the contents in the Services and any other aspect related to the Services. You will have no claim, complaint or demand against BAS for applying such changes or for failures incidental to such changes.

BAS is under no obligation for providing any support in connection with the Services. However, at its discretion, BAS provides access to basic support via its Chat Bot facilities incorporated in the Service interface and queries can also be e-mailed to support@bidvestalice.com. Any such support provided is only be available during normal working hours.

Unless otherwise agreed, you may terminate your subscription to Services at any time. To the extent your subscription to the Services auto-renews, you may cancel such auto-renewal up until 48 hours prior to the date of renewal. Upon any termination of your subscription to the Services, BAS will stop providing, and you will stop accessing the Services. Any continued use of the Services after termination will continue to be governed by these Terms. BAS shall be entitled to terminate your access to the Services at any time: (a) if BAS reasonably suspects breach of these Terms by you (including any failure to timeously pay any applicable fees); (b) if the continuation of the Services is contrary to applicable law; (c) if BAS has elected to discontinue the relevant Services you have subscribed for, after the expiry of your subscription; or (d) on 30 (thirty) days' notice to you (in which case, termination will be effective on the renewal date of your subscription to the Service). In the event of any termination: (a) you will not be entitled to any refunds of any fees for subscriptions already purchased, notwithstanding the date of your termination or that the period of such subscription has not run out, and (b) any outstanding balance for Services already rendered will be immediately due and payable in full. After termination, your account details, documentation and/or any historical report data will no longer be available to you.

Any free or demo subscriptions or access to the Services made available to you by BAS may be modified (in terms of functionality, availability, duration or otherwise) or terminated at BAS' discretion at any time.

All facilities used to store and process your data will adhere to reasonable security standards no less protective than the security standards at facilities where BAS stores and processes its own information of a similar type. BAS has implemented at least industry standard systems and procedures to ensure the security and confidentiality of your data, protect against anticipated threats or hazards to the security or integrity of your data, and protect against unauthorised access to or use of your data.

Unless otherwise agreed, for the purposes of these Terms, "Intellectual Property Rights" means all intellectual property rights in terms of the applicable laws, including (without limitation), patents, designs, inventions, trademarks, service marks, domain names and URLs, sales and user data, databases, trade secrets, methods and know-how, as well as copyright, including all copyright in any logos, devices, designs, multimedia works, software (including both source and object code and any programmers’ or developers’ notes, flow charts, memoranda and design documents), as well as any goodwill and rights of reputation attaching to any of the above.

1. BAS Intellectual Property - The Services, which includes the software, platforms, interfaces or other systems used for the provision of the Services (and all Intellectual Property Rights, as defined below, vesting therein) (collectively the "ALICE Services and Systems") are, and will remain, the property of BAS (and its wholly owned subsidiaries). All rights in and to the ALICE Services and Systems not expressly granted to you in these Terms are reserved and retained by BAS and its licensors without restriction, including BAS (and its wholly owned subsidiaries’) right to sole ownership of the ALICE Services and Systems. Without limiting the generality of the foregoing, you agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the ALICE Services and Systems outside of the scope of the license granted in these Terms; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ALICE Services and Systems or otherwise attempt to discover any source code or trade secrets related to the ALICE Services and Systems; (c) rent, lease, sell, assign or otherwise transfer rights in or to the ALICE Services and Systems or any Documentation provided to you by BAS; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the ALICE Services and Systems; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ALICE Services and Systems for any purpose without the express written consent of BAS; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with BAS (or its wholly owned subsidiaries) other than in the name of BAS (or its wholly owned subsidiaries, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the ALICE Services and Systems; or (h) seek, in a proceeding filed during the term of these Terms or for one year after such term, an injunction of any portion of the ALICE Services and Systems based on patent infringement.
2. Algorithmic Data - All Intellectual Property Rights in any algorithms generated by the ALICE Services and Systems, whether by direct or indirect human design or intervention or whether derived through the application of machine learning solutions, together with de-identified data generated by such algorithms ("Algorithm"), shall be owned by BAS. You acknowledge that any disclosure pursuant to these Terms of the above will not confer on you or any authorised users any Intellectual Property Rights or other rights in relation to such Algorithms, and such shall be considered to be included in the meaning of the "ALICE Services and Systems", and included in the interpretation of clause A above. To the extent that you or any of your directors, officers, employees, agents, other staff, subcontractors (including any of your subcontractors' directors, officers, employees, agents, staff, contractors and authorised users) (“Personnel”) create, produce or develop any works which derive from, or which constitute a modification or adaption of the Algorithm, you hereby assign and procure that such Personnel assigns all right, title and interest in and to any existing and future Intellectual Property Rights in such works to BAS upon creation and waive (or procure waivers from Personnel, as applicable) any moral rights arising in any such works to the fullest extent permitted by applicable law. In so far as those Intellectual Property Rights do not vest automatically by operation of law or under these Terms, you hold the legal title (or will procure that any applicable Personnel holds such title) in any such rights on trust for the benefit of BAS.
3. Your Intellectual Property - You retain all right, title and interest in and to your Intellectual Property Rights subsisting in any data or information you provide to BAS in order to enable the rendering of the Services ("Your IP"). BAS shall not be permitted to use Your IP for the benefit of any entities other than you without your written consent. BAS shall cease all use of Your IP as of the termination or expiration of your subscription to the Services. Your hereby grant to BAS an irrevocable, fully paid-up, royalty-free, license to use any of the Your IP as necessary to provide the Services in accordance with the provisions of these Terms.

You are responsible for ensuring the legality, reliability, integrity, accuracy and quality of the data uploaded in order to receive the Services. You acknowledge and agree that any reports generated for and delivered to you through use of the Services are based on the data uploaded by the you. In its performance of the Services, you acknowledge that BAS merely acts as a data processor whose sole responsibility will be to ensure that the data processed by it is processed in accordance with BAS's algorithms, rules, processes and procedures. Under no circumstances whatsoever shall BAS be responsible for the legality, reliability (including any obligation to provide for back-ups), integrity, accuracy and quality of any reports generated as part of the Services and BAS shall not be liable for any claims or losses arising from your or any third party's reliance on or use of the Services or reports generated via the Services. You have the right to edit, adapt, modify, redact and customise the reports or controls and dashboards (as applicable) provided via the Services for your own internal business purposes or requirements but under no circumstances whatsoever are you permitted to use the Reports, including any edited, adapted, modified, redacted or customised version of such reports for any commercial purpose, without prior consent and agreement with BAS. For further information on BAS' data protection policies, please refer to our Privacy Notice .

You expressly understand and agree that your use of the services is at your sole risk and that the services are provided "as is" and “as available.” You further expressly acknowledge that your sole remedy in respect of dissatisfaction with the Services shall be cancellation.

In particular, BAS, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:

1. your use of the services will meet your requirements;
2. your use of the services will be uninterrupted, timely, secure or free from error;
3. any information obtained by you as a result of your use of the services will be accurate or reliable; and
4. that defects in the operation or functionality of any software provided to you as part of the services will be corrected.

Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from BAS or through or from the services shall create any warranty not expressly stated in the Terms. BAS further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose and non-infringement. Nothing in these Terms shall exclude or limit BAS' warranty or liability for losses, which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

You hereby indemnify BAS and hold BAS harmless in respect of any losses, claims or liability arising from (a) any failure by you to comply with these Terms, (b) your failure to comply with applicable law and (c) any third party liability arising from any infringement by you of their proprietary or other rights in respect of data provided by you or your misuse of the Services.

To the fullest extent permissible in law, BAS, including its officers, directors, shareholders, employees, sub-contractors and agents will not be liable for any direct, indirect, incidental or consequential damage, or any other damage, and loss (including loss of profit and loss of data), costs, expenses and payments, either in delict, tort, contractual, or in any other form of liability, arising from, or in connection with the use of, or the inability to use the service, or from any failure, error, or breakdown in the function of the services, or from any fault, or error made by our staff or anyone acting on its behalf, or from your reliance on the content of the service, including, without limitation, content originating from third parties, or from any communication with the service, or with other users on or through the service, or from any denial or cancellation of your user account, or from retention, deletion, disclosure and any other use or loss of your data on the service.

Neither Party shall communicate, disclose, or provide to any third party any information provided by one party to the other in connection with these Terms which is identified at the time of its disclosure as confidential or which, by the nature or type of information, reasonably should be regarded as confidential information (collectively “Confidential Information”), except as expressly provided in these Terms or otherwise expressly authorized by the disclosing party in writing. You acknowledge and agree that the Services are confidential to BAS, and that any disclosure of the Services, shall be subject to BAS’ prior written consent and these Terms. Each Party agrees to treat the Confidential Information of the other as confidential, using the same degree of care used by the receiving party to protect the receiving party's own confidential information, but in any event not less than a reasonable degree of care. This confidentiality provision does not apply to any information: (i) available in the public domain through no fault of the receiving party; (ii) independently developed by or on behalf of the receiving party without reference to the Confidential Information; or (iii) disclosed to the receiving party without restriction by a third party having a bona fide right to do so and not having an obligation of confidence with respect to such information. Nothing in these Terms shall restrict a Party from disclosing any Confidential Information as required by law; provided in each case that the receiving party, to the extent permitted by such law, shall timely inform the disclosing party so that the disclosing party may seek a protective order. This confidentiality provision shall continue until a period of three (3) years following the time of return or deletion of the Confidential Information.

The Parties acknowledge that any data, software, and information provided by either Party under these Terms are, or may be, subject to export laws of the United States. You agree that you will not use, distribute, transfer or transmit data, software or technical information forming part of the Services except in full compliance with such export laws. You also warrant that you are not (nor any person on whose behalf you make use of the Services) listed as a sanctioned party on the list of restricted parties by the Government of the United States of America, the European Union and the United Nations.

BAS may modify these Terms from time to time. If fundamental changes are introduced, a notice will be posted in the updated version of the Services and on the Service's home page on the site. Your continued use of the Services after the Terms have been modified signifies your assent to the updated Terms. If you do not agree to the updated Terms or to any term within them, you must discontinue all further use of the Services.

1. Assignment - you may not assign or transfer any part of your rights and obligations in terms of these Terms to any other person.
2. Subcontracting - BAS may subcontract any of its obligations under these Terms.
3. Force Majeure - BAS will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
4. No Agency - These Terms does not create any agency, partnership or joint venture between the Parties.
5. No Third Party Beneficiaries - These Terms does not confer any benefits on any third party unless it expressly states that it does.
6. Severability - If any term (or part of а term) of these Terms are invalid, illegal or unenforceable, the rest of the Terms will remain in effect.
7. Disputes and Governing Law. If you are South African, South African law governs these Terms, and for all other jurisdictions, the laws of England and Wales shall govern these Terms. Notwithstanding the aforegoing, (i) the parties submit to the exclusive jurisdiction of the South African High Courts in relation to any dispute (contractual or non-contractual) concerning these Terms and (ii) BAS may apply to any court for an interdict, injunction or other relief to protect its rights.