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"

1 Definitions

1.1 Software

The application software, as well as any related manuals and other documentation, provided by IMAGIN8 in connection with accessing the Data. This includes the Stand Alone front end, and the DLL incorporated into Third Party Software.

1.2 The Data

Refers to the Copyright and Proprietary Information supplied by The publisher and published in the printed books namely the Auto Dealer's Guide, Commercial Vehicles Guide and Cars Over 10 Years, and any other data distributed in electronic format by The Publisher which may or may not exist in printed format.

1.3 Third Party Software

Application software owned by third parties which makes use of The Data

1.4 Licensee

A bona fide licensed user of The Data

1.5 Site

Premises of the Licensee

The Agreement

IMAGIN8 has been appointed as a licensed distributor of the Data by Transunion Mead & McGrouther (Pty) Ltd ("The Publisher") and is authorised to provide the Data and license the Software to the Licensee, subject to the terms of this agreement.

Duties of IMAGIN8

2.1 IMAGIN8 will provide the Licensee with the Data on a monthly basis while this Agreement is in force.

2.2 IMAGIN8 will provide remote software support of The Software.

3 Intellectual Property

3.1 The Licensee acknowledges that any and all of the Intellectual Property Rights, specifically including but not limited to Copyright, in the Data are and shall remain the exclusive property of the Publisher and in the Software are and shall remain the exclusive property of the Licensor.

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 Use of the Data and Software

4.1 The Software may be used on one workstation per license purchased, whether the Software is running on a standalone workstation or a workstation connected to a local area network, wide area network, or wireless network. This limitation on the number of authorized workstations extends to use of the Data within Third Party Software products.

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 Disclaimer

5.1 IMAGIN8 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 IMAGIN8, or its agents.

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 Termination

6.1 The Licensee may terminate this agreement by giving no less than 30 days notice in writing to IMAGIN8. Notice received by email will only be considered as having been received by IMAGIN8 if notification of receipt of such termination has been sent by IMAGIN8 and if record of such notification can be produced by the Licensee. Although IMAGIN8 will, in good faith, make every effort to ensure that direct debits for cancelled subscriptions are stopped from the date of cancellation, the onus is on the Licensee to ensure that no further debit orders in relation to a cancelled subscription are presented to the Licensee's bankers for payment. Disputes for debit orders will only be entertained in accordance with clause 16.4 below of this agreement.

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 Fees and payment

7.1 Fees in respect of access to the Data are payable monthly in advance by debit order, according to the scale of fees as published by The Publisher and IMAGIN8 from time to time.

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 Data Updates

8.1 The Licensee will receive notification of availability of the latest updated Data each month by no later than the last working day of the month. IMAGIN8 make use of the IMAGIN8 web site as the sole means of data distribution, and may, at its discretion, post or email Data or Software updates directly to the Licensee. The onus is on the Licensee to ensure that notice of the data update is received every month. Should the licensee fail to receive notification of the availability of any update for any reason whatsoever, including any omission by IMAGIN8, the onus is on the Licensee to ensure that such notification has been received, and it is therefore the Licensee's responsibility to contact IMAGIN8 and ensure that the relevant notification is distributed to the Licensee.

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 Arbitration

9.1 If any dispute arises as to the validity, interpretation, or the exercise of the rights and obligations of any Party under this Agreement, either party shall have the right to require that such dispute be referred to arbitration before a single arbitrator for decision

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 Entire agreement and variations

10.1 This Agreement constitutes the whole agreement between the Parties and supersedes all prior verbal or written agreements or understandings or representations by or between the Parties regarding the subject matter of this Agreement, and the Parties will not be entitled to rely, in any dispute regarding this Agreement, on any terms, conditions or representations not expressly contained in this Agreement

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.

11 Assignment, cession and delegation

Neither of the Parties shall be entitled to assign, cede, delegate or transfer any rights, obligations, share or interest acquired in terms of this Agreement, in whole or in part, to any other party or person without the prior Written consent of the other, which consent shall not unreasonably be withhold or delayed.

12 Relaxation

No indulgence, leniency or extension of a right, which either of the Parties may have In terms of this Agreement, and which either party ("the grantor") may grant or show to the other party, shall in any way prejudice the grantor, or preclude the grantor from exercising any of the rights that it has derived from this Agreement, or be construed as a waiver by the grantor of that right

13 Waiver

No waiver on the part of either party to this Agreement of any rights arising from a breach of any provision of this Agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision

14 Drafting costs

Each of the Parties shall bear its own cost incurred as a result of the negotiation, drafting and finalisation of this Agreement, which shall include but riot be limited to all legal fees

15 Governing law

The laws of the Republic of South Africa will govern the validity end interpretation of this Agreement

16 General

16.1 IMAGIN8 will issue Authorisation Codes to Licensees during installation of the Software, or when registering usage of the Data in Third Party Software applications. Each site will be given one access code for every license purchased. A new Authorisation Code will be required where the Licensee changes workstations, or where the Licensee adds to the number of Licensed users at the Licensee's site, or where the Licensee's hard drive or network server hard drive is changed.

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.