END USER LICENCE AND SOFTWARE AS A SERVICE AGREEMENT
This agreement (the or this "EULA") applies to your use of Linx and of Twenty57's cloud server hosting Services. Please read this EULA carefully. By installing, accessing or using Linx or using the Services, you indicate your acceptance of and agreement to this EULA. It is suggested that you print a copy of this EULA and keep it for your records.
All of the provisions of this EULA are important, but please pay special attention to the parts that are in BOLD. These parts contain information about this EULA that have special consequences for you, and which may (i) limit our risk or liability; (ii) create or place risk or liability on you; (iii) compel you to indemnify us or a third party; and/or (iv) serve as an acknowledgment of fact by you.
1. LINX, the Services, and your agreement to this EULA
1.1 Twenty57 (a profit company duly incorporated according to the laws of Mauritius with registration number 082010C1/GBL and referred to in this agreement as "Twenty57" or "we" or "us" or "our") has developed a versatile low-code software development application ("Linx") which can be used for a variety of applications including (i) building, connecting and testing APIs, (ii) automating business processes, (iii) integrating systems and databases, (iv) building rapid prototypes, and (v) creating web services. Linx and the Services can be used or accessed on devices ("Access Device") which meet the Minimum Requirements (accessible at https://linx.software/faq/minimum-hardwaresoftware-requirements/). In addition to Linx, Twenty57 provides cloud server hosting services (the "Services" - as further described in Annexe A) to which the software developed using Linx ("Developed Software") can be deployed.
1.2 This EULA sets out the terms which apply to your use of Linx and the Services. The EULA commences on the date that you start using Linx (the "Effective Date").
1.3 As stated in BOLD at the top of this EULA, when a person ("user" or "you") uses Linx or the Services, you are also agreeing to this EULA. If you do not agree to this EULA, you must not use Linx or the Services. If you disagree with the EULA at a later stage (after using Linx or the Services), you must immediately end your use of Linx and the Services in accordance with clause 8 and immediately remove Linx from all Access Devices and destroy all copies of Linx in your possession.
1.5 We do not sell Linx to you under this EULA and we remain the owner of Linx at all times.
2. Downloading and accessing Linx and the Services
2.1 To download Linx or access the Services you must have an Access Device which meets the Minimum Requirements and you must have a connection to the internet.
2.2 Certain Access Devices and operating software may not work with Linx or the Services due to limitations or constraints specific to the Access Device or the software. We will not be responsible for your inability to download or access Linx or the Services due to limitations specific to your Access Device.
2.3 You, at your own cost, are responsible for obtaining and maintaining the Access Devices, adequate internet access, and all information technology and telecommunication software, materials, infrastructure and the like ("Technology") needed to access the internet, and use Linx and the Services.
2.4 If the Access Device does not belong to you, you hereby confirm that you have obtained permission from the owner of the Access Device to use Linx or the Services on the relevant Access Device and on the terms of this EULA.
2.5 We are not responsible for any internet access charges, service provider charges and data usage charges. These charges must be paid by you or the owner of the Access Device.
2.6 If you experience problems with the Technology used by you to access and use Linx or the Services, it is your responsibility to liaise, and attempt to resolve the problems, with your own IT and telecommunications service providers,.
2.7 You acknowledge and accept the risks that information transmitted through the internet or any other communication system, including a wireless communication system, is susceptible to unlawful and unauthorised access, interception, distortion and monitoring.
3. Licence of Linx
For so long as you comply with this EULA, we grant you a non-exclusive, non-sublicensable, royalty-free and revocable license to download, install and use Linx on an Access Device for any purposes not prohibited by this EULA (particularly in terms of clause 7).
4. Subscription to and provision of the Services
4.1 Subject to you purchasing a subscription to the Services in accordance with clause 6, the restrictions set out in this clause 4 and in clause 7, and the other terms and conditions of this EULA, we hereby grant to you a non-exclusive, non-sublicensable, and revocable right to use the Services during the Subscription Term (as defined in Annexe A) solely for your internal business operations.
4.2 We shall, during the Subscription Term, provide the Services to you on a non-exclusive basis and on the terms of this EULA.
4.3 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for:
4.3.1 planned maintenance carried out on dates and at times to be notified to you in advance; and
4.3.2 unscheduled maintenance, provided that we have used reasonable endeavours to give you at least 12 hours’ notice in advance.
4.4 We will provide you with our standard customer support services during normal business hours (08h30 - 16h30) in accordance with our Support Services Policy in effect at the time that the Services are provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time. If we do not provide you with any such Support Services Policy, no support services shall be provided in terms of this EULA. You may purchase enhanced support services separately and by entering into a separate service level agreement.
5. Twenty57's undertakings in relation to the Services
5.1 Subject to clauses 16 and 17, we undertake that the Services will be performed substantially in accordance with all specifications set out in Annexe A and with reasonable skill and care.
5.2 The undertaking in clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our agents. If the Services do not conform to clause 5.1, we will use all reasonable commercial endeavours to correct the non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution shall be your only remedy for any breach of clause 5.1.
6. Charges and payment
6.1 You shall pay the Subscription Fees (as set out in Annexe A) to Twenty57 for the subscription to the Services in accordance with this clause 6 and Annexe A.
6.2 You shall on the Effective Date provide to us, or to the online payment processor/gateway we utilise from time to time and which we shall notify to you (the "Payment Agent"), valid, up-to-date and complete credit card details or approved purchase order information acceptable to us or any other relevant valid, up-to-date and complete contact and billing details as may be required to process payment of the Subscription Fees and, if you provide:
6.2.1 your credit card details to us or the Payment Agent, you hereby authorises us or the Payment Agent, as applicable, to bill such credit card when payments are due in accordance with the payment terms set out in Annexe A; or
6.2.2 your approved purchase order information to us, we shall invoice you at the beginning of the period for which a payment is due in accordance with the payment terms set out in Annexe A and you shall pay each invoice within 30 days after it is issued,
6.3 If we have not received payment within [30 days] after the due date, and without prejudice to any of our other rights and remedies:
6.3.1 we may, without liability to you, disable your password, account, and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
6.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to the lesser of [the prime lending rate calculated and published by Standard Bank of South Africa Limited from time to time] and the maximum interest rate allowed by law, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.4 All amounts and fees stated or referred to in this agreement:
6.4.1 shall be payable in [South African Rand]; and
6.4.2 are exclusive of value added tax, which shall be added to Twenty57's invoice(s) at the appropriate rate.
6.5 If, at any time whilst using the Services, you exceed the Base Storage Capacity specified in Annexe A, we shall charge you, and you shall pay, our then current excess data storage fees. Our excess data storage fees current as at the Effective Date are set out in Annexe A.
6.6 We shall be entitled to increase the Subscription Fees and/or the excess storage fees referred to in clause 6.5 at the start of each Renewal Period upon [90 days’] prior notice to you and Annexe A shall be deemed to have been amended accordingly.
7. Permitted use of Linx and the Services and what you are not allowed to do
7.1 We do not give you any rights or licences to access or use the source code of Linx or of any software used in the provision of the Services.
7.2 We may impose restrictions on the territories in which you can use Linx or the Services and we may limit the functionality of Linx or the Services in different territories.
7.3 We may issue instructions, manuals, guidelines, and policies ("Policies") from time to time relating to the use of Linx or the Services. You must comply with these Policies.
7.4 You must notify us immediately if you suspect or discover any actual, threatened or suspected unauthorized use of Linx or the Services.
7.5 In addition to complying with the Policies and except as expressly set out in this EULA, you agree:
7.5.1 not to copy Linx except where such copying is incidental to normal use of Linx, or where it is necessary for the purpose of back-up or operational security;
7.5.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Linx or the Services;
7.5.3 not to make alterations to, or modifications of, the whole or any part of Linx or the Services, or permit Linx, the Services or any part of either to be combined with or become incorporated in, any other programs;
7.5.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Linx, the Services, the Technology forming part of Linx and/or the Services or attempt to do any such thing;
7.5.5 not to access all or any part of Linx or the Services in order to build a product or service which competes with Linx or the Services;
7.5.6 not to use Linx or the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, (for example, by hacking into or inserting any Destructive Code into Linx, any software underpinning the Services, or any Technology; where "Destructive Code", for the purposes of this EULA, includes viruses, "trojan horses", computer code, malware, instructions, devices or other materials designed to disrupt, disable, harm or otherwise impede the operation of an Access Device, Technology, services, data, storage media, programs, equipment or communications, or otherwise interfere with operations thereof);
7.5.7 not to infringe our Intellectual Property Rights or those of any third party;
7.5.8 not to transmit any material that is defamatory, offensive or otherwise objectionable through, or in relation to your use of, Linx or the Services;
7.5.9 not to intentionally or negligently introduce, or permit, and must ensure that your service providers and suppliers also do not intentionally or negligently introduce, or permit the introduction of, any Destructive Code into Linx, any software underpinning the Services, or the Technology utilised by Twenty57 or you;
7.5.10 to implement and maintain, and ensure that your service providers and suppliers also implement and maintain, appropriate and adequate back-up, disaster recovery and business continuity systems, policies, controls and procedures in relation to your Access Devices and Technology;
7.5.11 to implement and maintain, and ensure that your service providers and suppliers also implement and maintain, appropriate and adequate procedures, policies, systems, controls and technology to prevent any unauthorised use or interception of, or access to, the Technology utilised by Twenty57 or you;
7.5.12 not to use Linx, or the Services, in a way that could damage, disable, overburden, impair or compromise our Technology (including any infrastructure we use to provide the Services) or security or interfere with other users (including through, for example, any Distributed Denial of Service (DDoS) or similar attack);
7.5.13 not to collect or harvest any information or data or attempt to decipher any transmissions from the servers or systems which run Linx or the Services;
7.5.14 to keep all copies of Linx secure;
7.5.15 not to provide or otherwise make Linx or the Services available, in whole or in part (including any object code) in any form to any person without prior written consent from us; and
7.5.16 to comply with all technology control or export laws or regulations that apply to the Technology used or supported by Linx or the Services.
(all of the above are referred to as the "Restrictions").
7.6 You must ensure that everybody that may make use of your Access Devices or any other Technology on which Linx is installed, downloaded or used by you or through which the Services are used by you, complies with the Restrictions.
7.7 All acts and omissions of any person that uses your Access Device or any other device on which Linx is installed or used or through which the Services are used by you, shall be treated as, and also be deemed to be, your acts and omissions. We can hold you liable and responsible for these acts and omissions.
8. Changes to the EULA, Linx, and/or the Services
8.1 Changes to the EULA
8.1.1 We may, at any time, change this EULA and will inform you of changes at least 30 days (or such shorter period as may be required by law or as may be reasonable having regard to the nature and content of the changes) before the changes come into effect. We will do this by sending you an email, or through a pop-up notice when you access Linx or the Services.
8.1.2 If you do not agree to the changes to this EULA, you must end your use of Linx and the Services in the way set out in clause 10.
8.2 Changes to Linx and/or the Services
8.2.1 We may continuously update Linx and/or the Services and we reserve the right to make changes from time to time in how we offer, provide and operate Linx and/or the Services.
8.2.2 We may, in our sole discretion, from time to time, change, vary or amend the form, appearance, and functionality of Linx or the Services, including through correction of inherent errors and changes and improvements which result in additional functions or features ("Updates") and introducing new versions of Linx or the Services incorporating new or enhanced functionality ("Upgrades").
8.2.3 We may, but are not obliged to, make Updates and Upgrades to Linx and/or the Services available from time to time, free of charge. If we do make Updates and Upgrades available, you may be required to download and install the Updates and Upgrades in order to continue to use Linx.
8.2.4 In relation to Updates or Upgrades which we choose to make available free of charge and depending on the nature of the Update or Upgrade, you may not be able to use Linx until you have downloaded the latest version of it.
8.2.5 In relation to Updates or Upgrades which we do not choose to make available free of charge, we reserve the right to offer such Updates or Upgrades to you on additional terms and subject to additional charges as we may deem fit in our sole discretion. You shall not be required to download or install the Updates or Upgrades contemplated in this clause 8.2.5 to continue your uninterrupted use of Linx and the Services as contemplated in this EULA.
8.2.6 We do not need to notify you of the Updates or Upgrades contemplated in clause 8.2.4 unless they will materially adversely affect your ability to use Linx or the Services, in which case we will notify you of the changes, Updates, and Upgrades in the way set out in clause 8.1.1 and where it is reasonably practical to do so.
8.2.7 If you do not agree to the Updates or Upgrades contemplated in clause 8.2.4, you must end your use of Linx and/or the Services (as applicable) in the way set out in clause 10.
8.2.8 This EULA, as may be amended by us, will apply to all changes, Updates, and Upgrades to Linx and/or the Services, unless we specify otherwise.
9. We may suspend Linx and your use of Linx and/or the Services
9.1 In addition to any other rights and remedies we may have in this EULA, in any other agreement we have with you, or in law, we are entitled (but not obliged) to temporarily suspend all or part of Linx (including its functionality) and/or the Services or to suspend or terminate your right to access and use Linx and/or the Services where:
9.1.1 we need to perform maintenance on, Upgrades or Updates to, Linx or any of the systems, software, or other Technology that we use to provide Linx and/or the Services;
9.1.2 we have reasonable grounds to believe that you are using Linx and/or the Services recklessly, with gross negligence or with the intention to defraud or for fraudulent purposes;
9.1.3 we have reasonable grounds to believe that you are engaging in any actual or suspected or threatened breach of this EULA or any other agreement we have with you;
9.1.4 we become aware of any actual, threatened or suspected unauthorised use of Linx and/or the Services;
9.1.5 we reasonably believe that the security of your Access Devices or the Technology used to provide or use Linx and/or the Services may be compromised;
9.1.6 we become aware that information provided by you is false, inaccurate, invalid, incomplete or misleading;
9.1.7 we must do so to comply with the law; or
9.1.8 a court or regulator tells us to do this.
9.2 The suspension will continue for so long as we reasonably believe is appropriate.
9.3 We will notify you if we suspend part or all of Linx or your use of Linx and/or the Services where it is reasonably practical to do so.
9.4 Without limiting our other rights and remedies in terms of this EULA, in any other agreement we have with you, or in law, if we exercise our suspension rights in this clause 9, we will restore access to and use of Linx and/or the Services as soon as reasonably practical after we become satisfied that the cause of suspension has been removed, avoided or completely mitigated.
10. Ending the EULA
10.1 how you may end this EULA
10.1.1 You have the right at any time and for any reason to terminate this EULA and the related licence of Linx and subscription to the Services on one month's written notice.
10.2 how we may end this this EULA
10.2.1 We have the right at any time and for any reason to terminate this EULA, the operation or availability of Linx or your right to use Linx and/or the Services on one month's written notice.
10.2.2 We may immediately end this EULA and your use of Linx and/or the Services without further notice:
10.2.2.1 if you commit a material breach of this EULA;
10.2.2.2 if you commit an act of insolvency as defined in the Insolvency Act, 24 of 1936 or, if you are a corporate body, an act which would be an act of insolvency if committed by a natural person;
10.2.2.3 if you breach any of your obligations in clause 6;
10.2.2.4 if you fail to pay any amount due under this agreement on the due date for payment and remain in default not less than  days after being notified in writing to make such payment
10.2.2.5 where we must do so to comply with law or to avoid breaching another person's rights;
10.2.2.6 where a court or regulator tells us to do so; or
10.2.2.7 if any provision of this EULA, or part of a provision, becomes unenforceable, illegal or invalid.
10.3 consequences of termination
10.3.1 Where this EULA is terminated for any reason:
10.3.1.1 all rights and licences granted to you under this EULA will immediately end;
10.3.1.2 you must immediately stop all activities authorised by this EULA;
10.3.1.3 you must immediately remove and delete Linx from all Access Devices and immediately destroy all copies of Linx in your possession, custody or control and (if requested by us) certify to us that you have done so;
10.3.1.4 you shall have 48 hours to remove or backup all data stored through the Services after which it shall be erased from our servers; and
10.3.1.5 you agree that we may remotely access the Access Devices and remove and delete Linx and all copies of it.
10.4 terms which do not end
10.4.1 Many provisions of this EULA will continue after it ends, including terms and conditions which by their nature must continue to apply. This is because certain rights and duties must survive even though this EULA has come to an end or you have stopped using Linx.
10.4.2 Some of the provisions in this EULA which continue include (but are not limited to):
10.4.2.1 terms and conditions where our liabilities or responsibilities, or those of our affiliates (companies under common ownership and control), are excluded or limited, including amounts which you can claim from us;
10.4.2.2 terms and conditions where the rights you have against us, or our affiliates, are limited or excluded;
10.4.2.3 terms and conditions where you indemnify us or our affiliates, or you take on responsibility for certain losses or damages that may happen;
10.4.2.4 the provisions of clauses 11 and 14; and
10.4.2.5 any other terms and conditions in the EULA which are expressly stated to survive or continue after the end of this agreement, or after the end of any part of this agreement.
11. Intellectual Property
11.1 In this EULA, "Intellectual Property Rights" include all intellectual property rights of whatsoever nature anywhere in the world, including (without limitation) copyright and related rights, patents, patent rights, designs, design rights, invention rights, database rights, know-how, confidential information, trade secrets, trademarks, trade names, domain names and service marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world, and including all rights to recover damages for the breach, infringement, or misappropriation of any such intellectual property rights.
11.2 You acknowledge that:
11.2.1 all rights, title, ownership and interest, including Intellectual Property Rights, in and to Linx, the Services and our Technology is owned by or licensed to us and is protected by law and remains our absolute property and that of our licensors;
11.2.2 use of Linx and the Services is licensed (not sold) to you, and that you have no rights, title, ownership or interest, including any Intellectual Property Rights in, or to, Linx, the Services or our Technology other than the right to use Linx in accordance with the terms of this EULA.
11.3 You have no right to have access to Linx in source-code form.
11.4 You must not use Linx in any way that constitutes a violation of any law (including intellectual property law), or an infringement of our rights (including Intellectual Property Rights), or the rights of our licensors or any third party.
11.5 Any copies of Linx which you are permitted to make pursuant to this EULA must contain the same copyright and other proprietary notices that appear on Linx.
11.6 You are not permitted to use any of our trade marks, logos, look and feel or other branding elements by virtue of this EULA. If you wish to do so, you will have to enter into a separate licensing arrangement with us on terms and conditions to be agreed.
12. Consumer Protection Act and other laws
12.1 Nothing in this EULA is intended or must be understood to unlawfully restrict, limit or avoid your rights or any of our obligations in terms of the Consumer Protection Act, 68 of 2008 ("CPA") or the Electronic Communications And Transactions Act, 25 of 2002 ("ECTA").
12.2 No provision of this EULA (or any contract governed by this EULA):
12.2.1 does or purports to limit or exempt us from any liability (including, without limitation, for any loss directly or indirectly attributable to our gross negligence or wilful default or that of any other person acting for or controlled by us) to the extent that the law does not allow such a limitation or exemption;
12.2.2 requires you to assume risk or liability for the kind of liability or loss, to the extent that the law does not allow such an assumption of risk or liability; or
12.2.3 limits or excludes any warranties or obligations which are implied into this EULA (or any contract governed by this EULA) by the CPA or ECTA (to the extent applicable) or which we give under the CPA or ECTA (to the extent applicable), to the extent that the law does not allow them to be limited or excluded.
13. Collection and processing of data and personal information
13.3 By using Linx, you consent to us collecting and using technical information about:
13.3.1 the Access Devices and related technology, software, hardware and peripherals; and
13.3.2 your use of Linx and the Services including error and performance logging as well as the frequency with which you use different features of Linx and the Services.
We will use this information to improve our products and to provide the Services to you.
14.1 Each party may be given access to information that is of a confidential and/or commercially sensitive nature, which shall include (but not be limited to) all information specifically marked as confidential ("Confidential Information") from the other party in the course of performing their obligations under this EULA or in the use of Linx or the Services. A party’s Confidential Information shall not include information that:
14.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
14.1.2 was in the other party’s lawful possession before the disclosure;
14.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
14.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
14.2 Subject to clause 14.3, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this EULA.
14.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it uses commercially reasonable efforts to resist such disclosure and gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
14.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
15. Third party services
Linx may contain links to or allow the integration of independent third party websites, web services, and/or APIs ("Third Party Services"). Third Party Services are not under our control, and we are not responsible for and do not endorse their functionality, reliability, content, or privacy policies. You will need to make your own independent judgment regarding your interaction with any Third Party Services, including the purchase and use of any products or services accessible through them. In particular, we will not be responsible for the performance or availability of any Third Party Services which you may integrate into any Developed Software nor for any changes to Third Party Services which may impact any Developed Software.
16. Disclaimers and exclusion of warranties
16.1 As far as the law allows and except as expressly set out in this EULA, Linx is provided to you on an "as is" and "as available" basis and without any representation or warranty whatsoever, whether express, implied or statutory (including any implied warranties of reliability, fitness for any particular purpose, or exclusion of errors or inaccuracies).
16.2 As far as the law allows and except as expressly set out in this EULA, we make no representations and give no warranties regarding (i) the operation, integrity, compatibility, availability or functionality of Linx or the Services; or (ii) that Linx or the Services will be available or accessible at all times, be uninterrupted, timely, error-free, secure or free from Destructive Code, or meet your individual requirements.
16.3 As far as the law allows, you assume all responsibility and risk for the installation, use and results obtained from Linx and/or the Services. For the avoidance of doubt, we shall not be responsible for, nor do we provide any warranties in relation to, any Developed Software created using Linx or deployed using the Services.
17. Limits to our liability
17.1 As far as the law allows, we and our affiliates will not be responsible to you (and we and our affiliates hereby disclaim all liability) for any loss, liability, injury or damage (whether direct, indirect, incidental, special, punitive or consequential) whatsoever resulting from:
17.1.1 the use by any person of any Developed Software;
17.1.2 any interruption or cessation of transmission to or from Linx, or Technology used by you or us to download, provide or receive Linx or the Services;
17.1.3 any Destructive Code which may be transmitted to or through Linx or the Services;
17.1.4 any defect, fault, malfunction and/or delay in your Access Device, or your Technology;
17.1.5 any defect, fault, malfunction and/or delay in Developed Software caused by Third Party Services or any changes to Third Party Services;
17.1.6 any defect, failure, fault and/or delay in connectivity to the internet;
17.1.7 any lost data arising out of the installation or use of Linx or the Services;
17.1.8 any unauthorised access to or use of our Technology and/or any and all personal information stored therein whether based on warranty, contract, delict or any other legal theory, and whether or not we have been advised of the possibility of such loss, liability, injury or damage.
17.2 As far as the law allows, Twenty57's total liability to you for all claims relating to the license of Linx and/or the provision of the Services will be limited to the amounts paid by you to Twenty57 in terms of this EULA.
17.3 The provisions of clauses 17.1 and 17.2 apply irrespective of whether any claim you or others make, or any loss, liability, injury or damage suffered, is based on warranty, contract, delict or any other legal theory, and whether or not we have been advised of the possibility of such damages.
18.1 As far as the law allows, you indemnify us and our affiliates and agree to hold us , our affiliates and our suppliers harmless against any loss, liability, costs, and damages which we or they may suffer as a result of -
18.1.1 you infringing or misusing any person's rights, including Intellectual Property Rights;
18.1.2 you failing to comply with this EULA;
18.1.3 any deliberate or unlawful act that you commit or a failure to act.
19. Notices and communication
19.1 Any notices sent to us under this EULA, including legal notices, must be delivered to us by hand or post at 3rd Floor, KPMG Building, Cyber City, Ebene, Mauritius or by email at email@example.com.
19.2 Any notices we send to you under this EULA, including legal notices, will be delivered to the email address you provided when downloading Linx or any other address which you have given us proper notice about, or to your email address if you indicated that as your preference when downloading Linx. However, any notices that we may send you in terms of any other agreement we have with you or in other ways which are received by you, will qualify as adequate notice. If you change email addresses but do not tell us by updating your details on Linx you agree that you will accept notices, including legal notices, at the email address which you provided when downloading Linx.
19.3 We also have the right to send you notices by SMS or email, or through Linx, where we intend to suspend or terminate this EULA or your use of Linx, or where we have changed any part of the EULA, or where we make any changes, Updates, or Upgrades to Linx. You may not unsubscribe from receiving notices from us regarding this above information.
20.1 You agree that we may, at any time, transfer, cede, delegate or assign any or all of our rights and obligations under this EULA and we may do so without your consent. We will notify you if we transfer, cede, delegate or assign any rights or obligations to a third party, except that we do not need to notify you if we transfer, cede, delegate or assign any or all rights or obligations to an affiliate. We may sub-contract our obligations without your consent and we do not have to inform you if we subcontract any of our obligations.
20.2 The EULA and the relationship between you and us shall be governed by the laws of the Republic of South Africa and both you and us agree to submit to the non-exclusive jurisdiction of the courts of the Republic of South Africa.
20.3 Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
20.4 This EULA makes up the whole agreement between you and us relating to the license of Linx and the provision of the Services. As far as the law allows, and accept as we may both otherwise agree in terms of a written agreement between us, neither you nor we are legally obliged to comply with any term, condition, undertaking, representation, or promise relating to Linx or the provision of the Services that is not written in this EULA.
20.5 Each provision of this EULA, and each part of any provision, is removable and detachable from the others. As far as the law allows, if any provision of this Agreement, or part of a provision, becomes unenforceable, illegal or invalid, it must be treated as if it was not included in this Agreement. The rest of this Agreement will still be valid and enforceable.
20.6 In this EULA, headings are for convenience and not to be used in interpreting these terms, and unless expressly stated otherwise or otherwise required by the context words or expressions that are defined or capitalised in this EULA shall have the same meaning wherever used in this EULA;
Cloud Hosting Services
1.1 [The Services to be provided in terms of this EULA are cloud server hosting services complying with the following specifications:
1.1.1 Hosted cloud server with
22.214.171.124 Latest operating system
126.96.36.199 Latest version of Linx Server
188.8.131.52 2Gb online database
184.108.40.206 Industry standard security as provided by Microsoft Azure1.1.2 Customer Support as in accordance with our Support Policy (accessible at https://linx.software/support-terms).
1.2 The Services shall include storage for up to 1Gb ("Base Storage Capacity").
2. Subscription Fees
The Subscription Fees shall amount shall be charged as per our pricing (accessible at https://linx.software/pricing and subject to clause 6.2.2) monthly on the 25th day of each month.
3. Subscription Term
3.1 The "Initial Subscription Term" shall be 1 calendar month and shall commence on the Effective Date.
3.2 The subscription to the Services shall continue for the Initial Subscription Term and shall be automatically renewed for successive periods of each calendar month. (each a "Renewal Period"), unless -
3.2.1 either party notifies the other party of termination, in writing, at least [15 days] before the end of the Initial Subscription Term or any Renewal Period, in which case the subscription to the Services shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
3.2.2 otherwise terminated in accordance with the provisions of this EULA;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".