TransUnion Auto Licensing Agreement
By downloading your eValue8 Data File, or by accessing TransUnion's values facilitated by eValue8, you agree to abide by the licensing terms and conditions as specified herein. The user of eValue8 Data is referred to in this document as "The Licensee"
2.2 IMAGIN8 will provide remote software support of The Software.
3.2 The Licensee shall not question or dispute the ownership of the Intellectual Property Rights in the Data and/or the Software at any time during the existence of the Agreement or thereafter.
3.3 Upon termination of this Agreement, all rights of use contemplated in terms of this agreement, granted to the Licensee by the Licensor, in respect of all Intellectual Property owned by the Licensor and the Publisher, will immediately be revoked.
3.4 The Licensee undertakes, upon termination, with immediate effect, to refrain from using, in any manner whatsoever, any of the Licensor and the Publisher's Intellectual Property.
4.2 Neither The Data nor The Software may be sold, transferred, copied or distributed in any way or form whatsoever without the prior written consent of IMAGIN8 and The Publisher.
4.3 Use of the Data is subject to the standard terms and conditions of use published by The Publisher, a copy of which is available on request, and which the Licensee agrees to be bound by. Any terms used in this Agreement, which are not specifically defined herein, shall, where applicable, be construed in accordance with the definitions contained in such standard terms and conditions of use.
4.4 The Licensee is expressly prohibited from using the Data for any purpose that can reasonably be construed as a purpose that would have the effect (intentional or unintended) of competing with (directly or indirectly) The Publisher or IMAGIN8 or for the personal or economic benefit of the Licensee or its customers / clients, other than in strict accordance with the terms of this Agreement.
4.5 Any expressly Authorized User may search, find, use and display the Data or parts thereof, within any branch office, satellite office and head office of the Licensee
4.6 The Data may not be recompiled, manipulated, used to prepare derivative works, published in another format or stored in any form, except for backup purposes purposes, without the prior written consent of the Publisher.
4.7 The Licensee or any Authorized User shall not display or make available in any format or transmit a hard copy or electronic copy of the Data or any part thereof to any third party, who is not an Authorized User under this license.
4.8 The Licensee will not be held responsible for unauthorized use of the Data provided:
4.8.1 The Licensee promptly notifies IMAGIN8 or the Publisher of any such use of which it becomes aware
4.8.2 The Licensee takes all reasonable steps to terminate such activity promptly; and
4.8.3 The Licensee agrees to co-operate with IMAGIN8 and/or the Publisher in any investigation of such infringements or unauthorized use,
4.8.4 The Publisher shall have the right, at its own discretion and expense, to bring any action or claim for damages resulting (directly or indirectly) from such infringements or unauthorized use.
5.2 The Publisher is not liable and will not be held responsible for any claim whatsoever arising from the use of The Software or The Data, whether such claim is due to any act or omission or negligent act by The Publisher or its agents.
6.2 Should IMAGIN8, in its sole discretion, deem or determine or have reason to believe that the Licensee is in breach of this agreement, then IMAGIN8 will notify the Licensee of such breach in writing by fax or email, and the Licensee will have 7 days in which to rectify such breach. Should the Licensee fail to remedy such breach with 7 days of receipt of such notice/instruction by IMAGIN8, then IMAGIN8 may, at its sole discretion, withhold further supply of the Data to the Licensee until such time as IMAGIN8, in its sole discretion, has satisfied itself that:
6.2.1 There has been no such breach, in which case IMAGIN8 will resume the supply of the Data to the Licensee, and the Licensee will not hold IMAGIN8 liable for any loss, costs or damages incurred by the Licensee during the period that IMAGIN8 withheld the Data from the Licensee
6.2.2 That there has indeed been such breach, in which case IMAGIN8 will have the right to enter the Licensee's premises, or the premises of the Licensee's outsourced service provider where the Licensee hosts any of its computer services which make use of the Data with such service provider, and to remove all copies of the Data which may reside on the disk drives of the Licensee or its service providers, and the Licensee, by using the Data consents hereto, and warrants that it has the authority on behalf of its service providers to consent hereto. Should IMAGIN8 require the authority of the Licensee in order to execute this clause, then the Licensee consents by signing this agreement to provide such authority to its service providers, and to not withhold the provision of such authority
6.2.3 That the Licensee has remedied such breach, in which case IMAGIN8 may resume the supply of the Data to the Licensee, and the Licensee will not hold IMAGIN8 liable for any loss, costs or damages incurred by the Licensee during the period that IMAGIN8 withheld the Data from the Licensee
7.2 The Licensee will be liable for any bank charges incurred by IMAGIN8 in the event of an unpaid cheque or returned debit order. IMAGIN8 reserves the right to withhold distribution of data to any Licensee whose account is in arrears.
8.2 Where the Licensee does not have access to the Internet, IMAGIN8 will email the notification of the update to a PostNet email address designated by the Licensee. Where this method of distribution is selected, the Licensee will be responsible for ensuring that the update is received by their elected POSTNET branch, and for the collection of their update, and for the payment of any charges imposed by POSTNET relating thereto.
8.3 IMAGIN8 accepts no liability for delivery of the Data once notification of the availability of a Data Update has been sent by email. The onus is on the Licensee to ensure receipt of the Data. IMAGIN8 will not entertain any claim whatsoever for data not received if such claim is made later than seven working days after the data of distribution by IMAGIN8.
8.4 IMAGIN8 will not be held responsible for non-delivery of data where the email address supplied by the Licensee is invalid or incorrect. The onus is on the Licensee to ensure that IMAGIN8 has a current and valid email address for the Licensee at all times.
9.2 The arbitration shall be held at Johannesburg.
9.3 Unless otherwise mutually agreed, arbitration must take place within a period of thirty (30) days from the date the arbitration is called for.
9.4 Appointment of an Arbitrator shall be mutually agreed to by the Parties, failing which an arbitrator will be appointed by the President of the Gauteng Law Society
9.5 The arbitrator shall be a practicing attorney or advocate of at least ten (10) years standing, with no vested interest in the outcome of proceedings, and who has specific experience and knowledge of commercial law.
9.6 The Parties agree to keep the arbitration and its subject matter and the evidence heard during the arbitration strictly confidential
9.7 The decision of the arbitrator shall be final and binding upon the Parties and not subject to appeal.
9.8 The arbitration shall be held in an informal manner without strict adherence to the requirements of formal pleadings or the application of formal rules of evidence.
9.9 The arbitrator shall include in his/her award, an order as to the costs of the arbitration and the apportionment of such costs to each Party.
9.10 The arbitrator shall in his/her sole discretion decide on the formulation of the dispute for arbitration
9.11 The inclusion of this arbitration clause shall not prevent either party from applying to court for urgent relief in the appropriate circumstances
10.2 No variation of or addition to this Agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the Parties.
10.3 Neither party to this Agreement has given any warranty or made any representation to the other party, other than any warranty or representation which may be expressly set out In this Agreement.
16.2 IMAGIN8 reserves the right to conduct periodic audits of the Licensees site(s) to ensure that the correct number of licenses are in operation. Such audits will be conducted during normal business hours, and will not be done without the consent of the Licensee.
16.3 IMAGIN8 reserves the right to amend this agreement at any time by providing the Licensee t least 30 days written notice of changes in licensing terms. Where it can be shown by IMAGIN8 that email notification of such changes in licensing terms was distributed to the Licensee, receipt of the new license by the Licensee will be deemed to have occurred on the date of distribution of such email, and the Licensee will be bound by the terms of the new license agreement 30 days after such notification.
16.4 No claim whatsoever will be entertained for any refund whatsoever after 60 days of the billing period. In the event that IMAGIN8 has collected subscription fees by debit order, the onus is on the Licensee to ensure that the correct monies were deducted for the relevant billing period. The licensee may raise any dispute with IMAGIN8 within 60 calendar days of the date of the debit transaction appearing on the Licensee's bank statement. After 60 days, should no dispute have been raised by the Licensee, the transaction will be deemed by both parties to be a valid and binding transaction, and no dispute will be entertained by IMAGIN8.
16.5 The Licensee hereby agrees to abide by the terms and conditions of this license agreement.
16.6 In the event any clause of this agreement is in conflict with the agreement IMAGIN8 has with The Publisher with regard to the use of the data then the Publisher's agreement with IMAGIN8 shall prevail.
16.7 The Publisher shall be deemed to be a third party beneficiary of this Agreement and shall, at its sole discretion be entitled to enforce the provisions of this agreement against the Licensee with the prior knowledge and consent of IMAGIN8.
The Licensee represents that it has read this agreement and agrees to be bound by its terms and conditions.