PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT
("LICENSE") CAREFULLY BEFORE CLICKING THE "ACCEPT" BUTTON
OR DOWNLOADING OR USING THE MZALI MOBILE APPLICATION ("APPLICATION")
ACCOMPANYING THIS LICENSE. BY CLICKING THE "ACCEPT" BUTTON OR
DOWNLOADING OR USING THE APPLICATION, YOU ARE ENTERING INTO AND AGREEING TO BE
BOUND BY THE TERMS OF THIS LICENSE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT
CLICK THE "ACCEPT" BUTTON OR DOWNLOAD OR USE THE APPLICATION.
1.
General. The Application is licensed, not sold to You by Mzali. For use strictly in accordance with
the terms and conditions of this License, and any "usage rules" established by any other third party
usage rules or terms of use, such as Apple Inc. and such other vendors (“Usage Rules”), which are incorporated
herein by this reference. The term "Application" shall refer to and consist of the following: (i)
the mobile software application accompanying this License, including, without limitation, any software code,
scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any updates,
modifications or enhancements to the items listed in subsection (i); and (iii) any specific website the
Application directs you to via any browser located on an iPhone or such other mobile device (“Mobile
Device”).
2. License Grant and Restrictions on Use.
2.1
License Grant. Mzali grants You a revocable, non-exclusive, non-transferable, limited right to
install and use the Application on a single Mobile Device owned and controlled by You, and to access and use
the Application on such Mobile Device strictly in accordance with the terms and conditions of this License,
the Usage Rules and any service agreement associated with your Mobile Device (collectively "Related
Agreements").
2.2 Restrictions on Use. You shall use the Application strictly
in accordance with the terms of the Related Agreements and shall not: (a) decompile, reverse engineer,
disassemble, attempt to derive the source code of, or decrypt the Application; (b) make any modification,
adaptation, improvement, enhancement, translation or derivative work from the Application; (c) violate any
applicable laws, rules or regulations in connection with Your access or use of the Application; (d) remove,
alter or obscure any proprietary notice (including any notice of copyright or trademark) of Mzali or its
affiliates, partners, suppliers or the licensors of the Application; (e) use the Application for any revenue
generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f)
[install, use or permit the Application to exist on more than one Mobile Device at a time or on any other
mobile device or computer]; (g) [distribute the Application to multiple Mobile Devices]; (h) make the
Application available over a network or other environment permitting access or use by multiple Mobile Devices
or users at the same time; (i) use the Application for creating a product, service or software that is,
directly or indirectly, competitive with or in any way a substitute for any services, product or software
offered by Mzali; (j) use the Application to send automated queries to any website or to send any unsolicited
commercial e-mail; or (k) use any proprietary information or interfaces of Mzali or other intellectual
property of Mzali in the design, development, manufacture, licensing or distribution of any applications,
accessories or devices for use with the Application.
3. Intellectual Property Rights.
3.1 Rights to
Application.You acknowledge and agree that the Application and all copyrights, patents, trademarks,
trade secrets and other intellectual property rights associated therewith are, and shall remain, the property
of Mzali. Furthermore, You acknowledge and agree that the source and object code of the Applications and the
format, directories, queries, algorithms, structure and organization of the Application are the intellectual
property and proprietary and confidential information of Mzali and its affiliates, licensors and suppliers.
Except as expressly stated in this License, You are not granted any intellectual property rights in or to the
Application by implication, estoppel or other legal theory, and all rights in and to the Application not
expressly granted in this License are hereby reserved and retained by Mzali.
3.2 Third
Party Software. The Application may utilize or include third party software that is subject to open
source and third party license terms ("Third Party Software"). You acknowledge and agree that Your
right to use such Third Party Software as part of the Application is subject to and governed by the terms and
conditions of the open source or third party license applicable to such Third Party Software, including,
without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the
event of a conflict between the terms of this License and the terms of such open source or third party
licenses, the terms of the open source or third party licenses shall control with regard to Your use of the
relevant Third Party Software. In no event, shall the Application or components thereof be deemed to be
"open source" or "publically available" software.
3.3 Mzali’s
Marks. You are not authorized to use the Mzali trademarks in any advertising, publicity or in any
other commercial manner without the prior written consent of Mzali, which may be withheld for any or no
reason.
3.4 Infringement Acknowledgement. You and Mzali acknowledge and agree
that, in the event of a third party claim that the Application or Your possession or use of the Application
infringes any third party's intellectual property rights, You (and not Mzali) will be responsible for the
investigation, defense, settlement and discharge of any such claim of intellectual property infringement. You
will, however, promptly notify Mzali in writing of such a claim.
4. Restriction on
Transfer. You may not rent, lease, lend, sublicense or transfer the Application, this License or any
of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and
void and of no force or effect.
5. Use of Information.
5.1 Consent to Use Information. You hereby authorize and consent to the collection,
storage and use, by Mzali and its affiliates, partners and agents, of any information and data related to or
derived from Your use of the Application, and any information or data that You provide to Mzali and its
affiliates, partners and licensors ("Information"). Without limiting the generality of the
foregoing, the Information shall include, without limitation, the following types of information and data, in
an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on
user actions. Notwithstanding the foregoing, You shall not provide or disclose and the Information shall not
include any information or data that is personally identifiably to You. The Information will be treated as
being non-confidential and nonproprietary, and Mzali assumes no obligation to protect confidential or
proprietary information (other than personally identifiable information) from disclosure and will be free to
reproduce, use, and distribute the Information to others without restriction. We will also be free to use any
ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including,
without limitation, developing, manufacturing and marketing products and services incorporating such
Information.
5.2 privacy policy. You represent that You shall comply with the
terms and conditions of the Mzali Privacy Policy, which sets forth and describes the practices of Mzali with
respect to the collection, use and disclosure of Information in connection with Your use of the Application.
Mzali reserves the right to change the provisions of its Privacy Policy at any time and from time to time at
its sole discretion. Mzali will post any changes to its Privacy Policy at the web address set forth in the
preamble to this License. Your use of the Application following the posting of such changes to the Privacy
Policy will constitute Your acceptance of any such changes.
6. Third Party Content
and Services.
6.1 General. You acknowledge that the Application permits
access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and
materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and
other third parties ("Third Party Content and Services").
6.2
Disclaimer. You acknowledge that Mzali does not investigate, monitor, represent or endorse the Third
Party Content and Services (including any third party websites available through the Application).
Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and
risk, and Mzali and its affiliates, partners, suppliers and licensors shall have no liability to You arising
out of or in connection with Your access to and use of the Third Party Content and Services. Mzali hereby
disclaims any representation, warranty or guarantee regarding the Third Party Content and Services, whether
express, implied or statutory, including, without limitation, the implied warranties of merchantability or
fitness for a particular purpose, and any representation, warranty or guarantee regarding the availability,
quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content
and Services.
6.3 Third Party Terms of Service. You acknowledge and agree that
Your access to and use of the Third Party Content and Services and any correspondence or business dealings
between You and any third party located using the Application are governed by and require Your acceptance of
the terms of service of such third party, including, without limitation, any terms, privacy policies,
conditions, representations, warranties or disclaimers contained therein. Furthermore, You acknowledge and
agree that the Third Party Content and Services and any related third party terms of service are subject to
change by the applicable third party at its sole discretion and without any notice. You assume all risks
arising out of or resulting from your transaction of business over the Internet and with any third party, and
you agree that Mzali and its affiliates, partners, suppliers and licensors are not responsible or liable for
any loss or result of the presence of information about or links to such advertisers or service providers.
Furthermore, You acknowledge and agree that You are not being granted a license to (i) the Third Party Content
and Services; (ii) any products, services, processes or technology described in or offered by the Third Party
Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the
Third Party Content or Services or any products, services, processes or technology described or offered
therein.
6.4 Endorsements.You acknowledge and agree that the provision of access
to any Third Party Content and Service shall not constitute or imply any endorsement by Mzali or its
affiliates of such Third Party Content and Services. Mzali reserves the right to restrict or deny access to
any Third Party Content and Services otherwise accessible through the Application, although Mzali has no
obligation to restrict or deny access even if requested by You.
6.5 Inappropriate
Materials. You understand that by accessing and using the Third Party Content and Services, You may
encounter information, materials and subject matter (i) that You or others may deem offensive, indecent, or
objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that
automatically and unintentionally appears in search results, as a link or reference to objectionable material.
Notwithstanding the foregoing, You agree to use the Third Party Content and Services at Your sole risk and
that Mzali and its affiliates, partners, suppliers and licensors shall have no liability to You for
information, material or subject matter that is found to be offensive, indecent, or objectionable.
6.6 Use of Third Party Content and Services. You agree that the Third Party Content and
Services contain proprietary information and material that is owned by Mzali and its affiliates, partners,
suppliers and licensors and is protected by applicable intellectual property and other laws, including,
without limitation, pursuant to copyright, and that You will not use such proprietary information or materials
in any way whatsoever except for permitted use of the Third Party Content and Services. No portion of the
Third Party Content and Services may be reproduced in any form or by any means. You agree not to modify, rent,
lease, loan, sell, distribute, or create derivative works based on the Third Party Content and Services, in
any manner, and You shall not exploit the Third Party Content and Services in any unauthorized way whatsoever,
including, without limitation, by trespass or burdening network capacity. You agree that You will not use any
Third Party Content and Services in a manner that would infringe or violate the rights of any other party, and
that Mzali is not in any way responsible for any such use by You.
7. Term and
Termination.
7.1 Term. This License shall be effective until
terminated.
7.2 Termination. . Mzali may, in its sole and absolute discretion, at
any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder
with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this
License, then this License and any rights afforded to You hereunder shall terminate automatically, without any
notice or other action by Mzali. Upon the termination of this License, You shall cease all use of the
Application and uninstall the Application.
Disclaimer of Warranties. YOU ACKNOWLEDGE
AND AGREE THAT THE
APPLICATION IS PROVIDED ON AN "AS IS' AND "AS AVAILABLE" BASIS,
AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION AND ANY THIRD PARTY
CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. MZALI
AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND
ALL REPRSENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE APPLICATION AND
THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, MZALI AND
ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE
APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS;
(II) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPED,
ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU
THROUGH THE APPLICATION WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR
(IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE
CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM MZALI OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY OR
GUARANTEE. FURTHERMORE, YOU ACKNOWLEDGE THAT MZALI HAS NO OBLIGATION TO CORRECT
ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.
9. Limitation of Liability. UNDER NO
CIRCUMSTANCES SHALL MZALI OR
ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE
APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE
DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MZALI WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MZALI'S
AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE)
SHALL NOT EXCEED THE AMOUNT OF FIVE HUNDRED RAND (R500).
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF
ITS ESSENTIAL PURPOSE.
10. INDEMNIFICATION. You shall indemnify, defend and hold harmless
Mzali and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors,
agents and employees (the "Indemnified Parties") from and against any claim, proceeding, loss,
damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other
professional advisors) arising out of or in connection with the following: (i) Your access to or use of the
Application or Third Party Content and Services; (ii) Your breach of this License; (iii) Your violation of
law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party,
including the infringement by You of any intellectual property or misappropriation of any proprietary right or
trade secret of any person or entity. These obligations will survive any termination of the License.
11. Compatibility. Mzali does not warrant
that the Application will be compatible or interoperable with Your Mobile Device or any other piece of
hardware, software, equipment or device installed on or used in connection with your Mobile Device.
Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of
your Mobile Device to diminish or fail completely, and may result in permanent the damage to Your Mobile
Device, loss of the data located on Your Mobile Device, and corruption of the software and files located on
Your Mobile Device. You acknowledge and agree that Mzali and its affiliates, partners, suppliers and licensors
shall have no liability to You for any losses suffered resulting from or arising in connection with
compatibility or interoperability problems.
12. Product Claims.
You acknowledge that You (not Mzali) are responsible for addressing any third party claims relating to
Your use or possession of the Application, and agree to notify Mzali of any third party claims relating to the
Application of which You become aware. Furthermore, You hereby release Mzali from any liability resulting from
Your use or possession of the Application, including, without limitation, the following: (i) any product
liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory
requirement; and (iii) any claim arising under consumer protection or similar legislation.
13. Miscellaneous.
13.1 Governing Law. This License shall be
deemed to take place in South Africa and shall be governed by and construed in accordance with the laws of
South Africa, excluding its conflicts of law principles.
13.2 Severability. If any
provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of
this License, or the application of such provision to persons other than those to whom it is held invalid or
unenforceable shall not be affected and each remaining provision of this License shall be valid and
enforceable to the fullest extent permitted by law.
13.3 Waiver. Except as provided herein, the failure to exercise a right or
require performance of an obligation under this License shall not effect a party's ability to exercise
such right or require such performance at any time thereafter nor shall the waiver of a breach constitute
waiver of any subsequent breach.
13.4 Export Control. You may not use or otherwise export or re-export the
Application except as authorized by South African law and the laws of the jurisdiction(s) in which the
Application was obtained. You represent and warrant that You are not (x) located in any country that is
subject to a S.A Government embargo, or that has been designated by the S.A Government as a "terrorist
supporting" country, or (y) listed on any S.A S.A Government list of prohibited or restricted parties
including the Treasury Department's list of Specially Designated Nationals or the S.A Department of
Commerce Denied Person's List or Entity List. You also agree that You will not use the Application for
any purposes prohibited by South African law.
13.5 Modification or Amendment.
Mzali may modify or amend the terms of this License by posting a copy of the modified or amended License on
the Mzali Application EULA website. You will be deemed to have agreed to any such modification or amendment by
Your decision to continue using the Application following the date in which the modified or amended License is
posted on the Mzali Application EULA website.
13.6 Survival. The following
sections of this License and any other provisions of this License which by their express language or by their
context are intended to survive the termination of this License shall survive such termination: 1, 2.2, 3, 4,
5, 7, 8, 9, 10, 12 and 13.
13.7 Assignment. Except as permitted in Section 4, You
shall not assign this License or any rights or obligations herein without the prior written consent of Mzali
and any attempted assignment in contravention of this provision shall be null and void and of no force or
effect.
13.8 Entire Agreement. This License including the documents incorporated
herein by reference constitute the entire agreement with respect to the use of the Application licensed
hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.