End User Licence Agreement

1.1In this Agreement clause headings are for the purposes of convenience and reference only and shall not be used in the interpretation of, nor modify nor amplify any of the provisions of this Agreement;

1.2Parties shall collectively mean the Licensor and Licensee, and Party shall mean any one of them as the context may require;

1.3Any reference to a Party in a document includes that Party’s successors in title and permitted assigns;

1.4Unless the context clearly indicates otherwise, words importing natural persons shall include a reference to juristic personae and vice versa; a reference to one gender includes a reference to the other two genders; a reference to the singular includes a reference to the plural and vice versa;

1.5All of the schedules and/or annexes are incorporated herein and shall have the same force and effect as if they were set out in the body of this Agreement;

1.6Words and/or expressions defined in this Agreement shall bear the same meanings in any schedules and/or annexes hereto which do not contain their own defined words and/or expressions;

1.7When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day which is not a Business Day, in which case, the last day shall be the next Business Day;

1.8Where the day on or by which anything is to be done is not a Business Day, it shall be done on or by the first Business Day thereafter;

1.9If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definitions clause, effect shall be given to it as if it were a substantive provision in the body of this Agreement;

1.10Where figures are referred to in numerals and words, if there is any conflict between the two, the words shall prevail;

1.11Words and/or expressions defined in any particular clause in the body of this Agreement shall, unless the application of such word and/or expression is specifically limited to that clause, bear the meaning so assigned to it throughout this Agreement;

1.12The rule of construction that, in the event of ambiguity, the agreement shall be interpreted against the Party responsible for the drafting thereof, shall not apply;

1.13The use of the word “including” followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example;

1.14A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or re-enacted from time to time thereafter;

1.15The expiration or termination of this Agreement shall not affect such of its provisions as expressly provide that they will continue to apply after such expiration or termination or which of necessity must continue to apply after such expiration or termination;

1.16Any communication which is required to be “in writing” shall include a communication which is written or produced by any substitute for writing, or which is partly written and partly so produced, and shall include printing, typewriting, lithography, fax or electronic mail or any form of electronic communication or other process or partly one and partly another; and

1.17Unless the context indicates a contrary intention, the following words and expressions shall bear the meanings assigned to them hereunder and cognate words and expressions shall bear corresponding meanings:

1.17.1“Agreement” – this end user License agreement, which includes any schedules, annexures, exhibits and attachments hereto.;

1.17.2“Business Day” – any day other than a Saturday, Sunday or officially recognized public holiday in the United States;

1.17.3“Copyright” – the full and complete copyright embodied in the Software;

1.17.4“Documentation” – all the operating manuals, user instructions and technical literature, including, without limitation, requirement definition specifications, systems specifications, design documents, test procedures, training manuals in relation to the Software that will enable a reasonably skilled person or developer to use, understand, reproduce and maintain the Software, and which is associated with or useful in the utilization of the Software;

1.17.5“Effective Date” – the Signature Date of this Agreement, alternatively, the date on which the Licensee clicks to accept the terms and conditions of this Agreement or otherwise utilizes the Software, whichever occurs first in time;

1.17.6“Intellectual Property Rights” – any and all tangible and intangible rights, title and interest in and to: works of authorship, including but not limited to Copyright, moral rights and all derivative works thereof, Marks, Literary Works, trademarks and trade names, trade secrets and know-how, gets-ups, patents, designs, algorithms and other industrial property, the Source Code, the Software and all other intellectual property rights of whatsoever nature and in whatsoever form whether arising by operation of law, contract, license, or otherwise, including all registrations, initial applications, renewals, extensions, continuations or reissues thereof now or hereafter in force, and, all other intellectual property rights of a similar or corresponding character whether or not registered or capable of registration and whether subsisting in any other part of the world together with all or any goodwill relating thereto;

1.17.7“License” – a limited, non-exclusive, revocable, non-transferable, nonassignable and non-sub-licensable License granted by the Licensor to the Licensee;

1.17.8“License Fee” – the applicable fees to be paid (whether on an annual or monthly basis) excluding Vat and disbursements, by the Licensee to the Licensor and/or the Reseller as communicated to the Licensee, in exchange for the grant of the License;

1.17.9“Literary Works” – any and all written material and Documentation that is created by or on behalf of the Licensor pursuant to the development of the Software;

1.17.10“Marks” – proprietary trademarks, service marks, trade names, logos, and symbols owned by the Licensor;

1.17.11“Module” – each specific and separate program contained in the Software, pertaining to a different aspect or feature of the Software, which together form the complete system but which may operate as stand-alone components, and which may be licensed together or separately;

1.17.12“Reseller” – the authorized reseller duly appointed by the Licensor, to resell the Software to the Licensee;

1.17.13“Sign” – the handwritten signature or advanced electronic signature of the duly authorized representative of a Party and “Signed”, “Signing” and “Signature” shall have a corresponding meaning;

1.17.14“Signature Date” – the date of signature of this Agreement;

1.17.15“Software” – the software system/s developed and/or licensed by the Licensor or further developed thereunder, including all development tools, frameworks and methodologies applicable, computer programs, the Modules, and Literary Works, but specifically excluding the Source Code, and which Software may be updated, amended and/or modified from time to time at the instance of the Licensor;

1.17.16“Source Code” – any collection of computer instructions, written using a human-readable programming language, usually as ordinary text;

1.17.17“Writing” – any mode of reproducing information or data in physical form and includes hard copy printouts, handwritten documents, fax transmissions and/or information or data in electronic, mobile, magnetic, digital or recording disc form, and “Written” and “Write” shall have a corresponding meaning

2.1The Licensor owns or has developed from third party systems, the Software and the Licensee wishes to obtain and use a License to the Software.

2.2The Licensor and the Licensee hereby agree to the terms of this Agreement.

2.3By signing the Agreement hereto, alternatively, clicking on the “accept” button and/or taking any action to indicate acceptance, or use the Software, the Licensee hereby agrees to the terms of this Agreement. If the Licensee does not agree to all of the terms of this Agreement, click the “cancel” button, discontinue the setup and installation or discontinue use of the Software.

3.1This Agreement shall commence on the Effective Date and shall endure in perpetuity for such time as the Licensee continues to have the right to access the License, or unless terminated by the Licensor as set forth herein. The Licensor may terminate this Agreement upon the breach by the Licensee of any term hereof subject to 7 (seven) days’ prior written notice to be sent by the Licensor. Any termination of this Agreement shall forthwith terminate the License granted hereunder. Upon termination of this Agreement and/or License for any reason, the Licensee irrevocably agrees to, and shall, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software and Documentation and, at the request of the Licensor, shall so certify to the Licensor that such actions have been performed.

4.1Subject to payment of the License Fee and with effect from the Effective Date; the Licensor hereby grants the License to the Licensee, and which the Licensee hereby accepts to use, the Software in accordance with the Documentation and in accordance with the terms set out herein.

4.2The Licensor shall provide all reasonable and necessary updates, upgrades and/or new versions of the Software to the Licensee, provided the License Fees have been duly paid. The Licensor will provide all new versions commercially available during the 12 (twelve) month period for which the License Fees have been paid. Should the Licensee utilize the Software on a monthly payment basis, it shall be entitled to commercially available upgrades during the period in which the License is paid for and active.

4.3This Agreement and the provision of the License hereunder, will continue to apply in all respects to any new versions of the Software.

5.1In consideration for the license, the Licensee shall pay the applicable License Fees to the Licensor or the Reseller. The Licensee agrees to pay the Licensor or the Reseller, without deduction or set-off, within 7 (seven) days from the date such invoice is received. The Licensor has the right to amend the License Fees from time to time.

6.1The Licensor warrants that:

6.1.1Ownership of the Software vests in the Licensor, alternatively the Licensor possesses the right to grant the License to the Licensee to use the Software in accordance with this Agreement and that such use will not infringe the Intellectual Property Rights of any third party;

6.1.2It provides the License in accordance with applicable laws and regulations;

6.1.3For the Licensee’s benefit only, and subject to full payment of the applicable License Fees, the media on which the Software is provided will be materially free from defects in material and workmanship under normal use for a period of 90 (ninety) days from the date on which the License was granted. The Licensor does not warrant that the Software shall be uninterrupted, that the operation of the Software will be error free or that it shall meet the Licensee’s requirements.

6.2This limited warranty is void if:

6.2.1Failure of the Software has resulted from accident, abuse, unauthorized use or misapplication by the Licensee or any third party;

6.2.2Any modifications were made to the Software by the Licensee or any third party;

6.2.3The Software has not been properly installed, operated, repaired or maintained in accordance with the instructions supplied by the Licensor and/or Reseller; or

6.2.4The Software was used on or in conjunction with hardware or software other than hardware and software with which the Software was designed to be used as described in the Documentation.

6.3In the event of a breach of this warranty, the Licensor's sole obligation shall be, at its sole discretion, to repair or replace the Software or component thereof that does not meet the foregoing limited warranty, free of charge. Any repaired or replaced component will be warranted for the remainder of the original warranty period or 30 (thirty) days, whichever is longer. Warranty claims must be made within 90 (ninety) days of the purchase of the license. Except for the warranty set forth in clause 6.1.3, the Software is licensed "as is", and the Licensor hereby disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability or non-infringement. No Licensor’s distributor, channel partner, Reseller, agent or employee is authorized to make any modifications, extensions or additions to this warranty. This disclaimer of warranty constitutes an essential part of this Agreement.

7.1The Licensee warrants and agrees that it shall:

7.1.1Operate the License in accordance with the terms of this Agreement and with all reasonable due care;

7.1.2Ensure that all employees and third parties utilizing the License on behalf of the Licensee, are advised of the terms, conditions and obligations applicable to them in terms of the provisions of this Agreement and furthermore, not remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Licensor or its affiliates, partners, suppliers;

7.1.3Not use the Software for creating a product, software or service that is, directly or indirectly, competitive with or in any way a substitute for any service, product or software offered by the Licensor;

7.1.4Ensure that it does not grant any third party any right to use the Software, whether or not for any consideration. This Agreement allows the Licensee to run and use the Software on its own internal network, subject to node installation and volume thresholds as may be indicated in the purchase order documentation with the Reseller;

7.1.5Not, and may not permit or aid any third party to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute, place the Software onto a server so that it is accessible by third parties via a public network or otherwise decrypt or disseminate all or any part of the Software, or extract or attempt to derive the Source Code from the object code of the Software. The Software is licensed as a single product; the Licensee may not separate its component parts for use on more than one computer or for any other purpose;

7.1.6Ensure it does not make any modification, adaptation, improvement, enhancement, translation or create derivative works based on the Software;

7.1.7Not assign, sublicense, transfer, pledge, lease, rent, resell, distribute, grant or share its rights under this Agreement. Any attempted transfer in contravention of this Agreement shall be null and void and of no force or effect. Any data processed, shared, transferred or otherwise used by the Licensee, including any of its users, is its sole responsibility;

7.1.8Comply with applicable laws, rules and regulations including data protection laws and regulations;

7.1.9Verify that no unauthorized users have access to its data;

7.1.10Ensure it is and acknowledges to be solely, responsible to back up its data;

7.1.11Provide the Licensor with reasonable access to the premises (if applicable) of the Licensee to allow for the Licensor to comply with its obligations in terms of this Agreement;

7.1.12Allow the Licensor access during normal working hours, to the Licensee’s books, records and computer systems specifically related to the use of the Software, during the term of this Agreement and for 2 (two) years after its termination, on reasonable advance notice to the Licensee, for purposes of inspection and audit by the Licensor or its authorized representatives, as the case may be;

7.1.13Have the right to use and to continue using the Software under this Agreement subject to the Licensor and/or Reseller receiving full and timeous payment of all amounts due under this Agreement, and notwithstanding any provisions to the contrary set out herein, the Licensor shall have the right to prevent the Licensee from using the Software if the Licensee is in arrears in regard to its payment obligations; and

7.1.14Provide the Licensor with notifications of any issues or concerns or disputes, where necessary, and to take commercially reasonable measures to ensure that no malicious software is introduced into their systems which may affect the Software.

7.2Neither the Software nor any part of it has been tailored to meet the individual requirements of the Licensee.

8.1Notwithstanding anything to the contrary contained herein, the Licensor's maximum aggregate liability to the Licensee or any third party for any direct loss, cost, liability or damage resulting from any breach, claims, demands or actions arising out of or relating to this Agreement, shall in no event exceed the License Fees actually paid to the Licensor or Reseller in connection with the License granted to the Licensee hereunder, if any, in the 12 (twelve) months preceding the cause of action.

8.2Under no circumstances whatsoever, whether under delict (tort), contract or otherwise, shall the Licensor or its suppliers, resellers or agents, be liable to the Licensee or any other person for any indirect, incidental, consequential, special, punitive or exemplary damages, including, without limitation, damages for loss of goodwill, computer failure or malfunction, lost profits, loss, inaccuracy or corruption of data or interruption of use or any and all other commercial damages or losses, even if the Licensor has been advised of the possibility of such damages.

8.3The Licensee acknowledges that the Licensor shall not be liable to the Licensee for any delay failure, breakdown, damage, loss, costs, claim, penalty, fine or expense arising from:

8.3.1The use of the Software other than in accordance with this Agreement and any instructions that may be issued by the Licensor to the Licensee, from time to time;

8.3.2Operator error on the part of the Licensee, or any fault in the hardware, third party software or software supplied to or obtained by the Licensee from any party other than the Licensor;

8.3.3The intentional or negligent act or omission of the Licensee or any third party;

8.3.4The acts or omissions of any telecommunications authority or a supplier of telecommunications services; and/or

8.3.5Any other cause, including the failure or fluctuation of electrical supplies, accidents or natural disasters.

8.4The Licensee hereby indemnifies and holds the Licensor harmless against any losses, costs, damages, penalties or claims suffered, incurred or made against the Licensor which arises from or is in connection with, any failure or breach by the Licensee to fully comply with its obligations as set out in this Agreement.

9.1To the extent permitted by law, the Licensor shall be entitled, on reasonable notice to the Licensee, to:

9.1.1Change, amend and/or adjust the technical specification of the Software;

9.1.2Suspend the Licensee’s access to the Software for operational reasons such as repair, maintenance or improvement, or because of an emergency;

9.1.3Suspend the Licensee’s access to the Software if the Licensee has breached this Agreement, subject to the provisions of clause 12; and

9.1.4To schedule routine or emergency maintenance of its network and the Software.

9.2The Licensor shall not be liable to the Licensee for any compensation in respect of any downtime of the Software, where applicable.

9.3The Licensor reserves the right to temporarily suspend the Licensee’s access to the Software at any time if there is a serious risk of compromise to the integrity of the Software or otherwise.

10.1It is acknowledged by the Licensee that all right, title and interest in and to the Intellectual Property Rights of the Software, from the date of development thereof, vests in the Licensor. This Agreement does not convey to the Licensee any interest in or to the Software, except for a limited right of use as set forth herein.

10.2It is further acknowledged by the Licensee that all right, title and interest in and to the Intellectual Property Rights pertaining or in connection to any additions, upgrades, enhancements, improvements, derivatives and adaptations to the Software, as of the Effective Date, vest in the Licensor.

10.3The Licensee shall notify the Licensor of any third-party claim in writing and the Licensor shall have sole control over its defense or settlement; provided that the Licensee shall provide the Licensor with all reasonable assistance required in this regard.

11.1The Parties shall keep secret and confidential and not disclose to any person, save as may strictly be necessary for the purpose of the implementation of the transaction contemplated in this Agreement, this Agreement, copies of the Software and all related Documentation, including all information of and concerning the affairs of each other that they may have acquired in terms hereof, and no Party shall disclose any such information to any third party or use any such information for its own benefit, provided that this obligation shall not extend to information:

11.1.1The disclosure of which is agreed to by the Parties in writing;

11.1.2The disclosure of which is required by law, a stock exchange or other regulatory authority or divulged pursuant to an order of a court of competent jurisdiction;

11.1.3Which is already known to the disclosing Party and is not subject to an obligation of confidence;

11.1.4Which is independently developed by the disclosing Party without using any proprietary information.

11.2No Party shall without the consent of the other Party, issue or make any public announcement or statement or release or make available any information regarding this Agreement, the Software or the Source Code. Once the other Party has approved any such announcement or statement or release of information, the approving Party shall automatically be entitled to issue or make the same announcement or statement or release the information in question in the same approved format.

12.1This Agreement and the License granted hereunder shall continue in effect unless terminated in the Licensor’s discretion, upon the earliest to occur of the following:

12.1.1Termination of the Licensee’s contract with the Reseller;

12.1.2The Licensor providing not less than 90 (ninety) days’ prior written notice to the Licensee of such termination;

12.1.37 (seven) days after the Licensor gives the Licensee notice of the Licensee’s material breach of any provision of this Agreement and the Licensee fails to comply with such notice or where payment is overdue by more than 30 (thirty) days with regards to the Licensee’s payment of any monies owed to the Licensor and/or Reseller, unless the Licensee has cured such payment breach during such 30 (thirty) day period;

12.1.4The Licensee cedes, assigns, delegates or otherwise transfers this Agreement without the prior written consent of the Licensor; or

12.1.5Immediately if the Licensee files for liquidation, is placed under judicial management or business rescue, becomes insolvent, is deregistered, ceases to carry on business in the normal course and manner, has a judgement taken against it which is not satisfied or rescinded within 30 (thirty) days thereof, or otherwise makes an assignment for the benefit of its creditors.

12.2The Licensor may terminate this Agreement immediately and without notice or suspend or terminate the license, if the Licensee fails to comply with these terms in any respect.

12.3Clauses 8, 9, 10, 11, 13 and 14 of this Agreement shall remain in full force and effect following, and shall survive, the termination of this Agreement. Termination of this Agreement does not entitle the Licensee to any refund of any License Fees paid, if any. A breach by the Licensee of clauses 4, 5, 7 or 9 shall be deemed a material breach of this Agreement.

13.1All notices or communications required or permitted in terms of this Agreement shall be made as set forth below.

13.2Notices shall be made in writing and shall be deemed to be sufficiently given 2 (two) business days after being sent, unless the sender has knowledge that such notice was not received.

13.3For notices or communications to LyftData, you may send your communication or notice to legal@lyftdata.com.

13.4For all other notices or communications to you, LyftData will contact your administrator via email, or for notices not specific to you, through the LyftData Software, Documentation or LyftData Services.

13.5Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of telex, email or fax transmission shall be adequate written notice or communication to such Party.

14.1This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

15.1You are prohibited from exporting or re-exporting LyftData's Documentation or Software unless permitted by United States law and the laws of the jurisdiction where the materials were obtained.

15.2Specifically, and without limitation, LyftData's Software and Documentation may not be exported or re-exported to any individual, entity, country, or region listed on the Consolidated Screening List, available at https://www.trade.gov/consolidated-screening-list, or to any individual or entity in Russia or Belarus (“Sanctions Target”).

15.3By installing or using any part of LyftData's Software or Documentation, you confirm and guarantee that you are not located in, under the control of, or a citizen or resident of any Sanctions Target.

16.1If you are utilizing LyftData's Software or Documentation on behalf of the U.S. Government, such Software or Documentation is provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data,” as defined and used under applicable laws, including the Federal Acquisition Regulations and the Defense Federal Acquisition Regulation Supplement. If these terms do not satisfy the U.S. Government's requirements or conflict in any way with federal law, you must immediately cease using LyftData's Software or Documentation.

17.1LyftData's Software and Documentation may collect certain information, which may include Personal Data, usage details, and system information, as necessary to provide and improve its products, services, and support. Personal Data refers to any information that can identify you directly or indirectly, as defined by applicable data protection laws. LyftData uses the collected information to enhance product functionality, deliver personalized experiences, and address technical issues.

17.2Additionally, LyftData may monitor your use of the Software and Documentation to ensure compliance with the terms of this Agreement, including but not limited to verifying proper licensing, preventing unauthorized use, and enforcing any applicable restrictions. Such monitoring may involve the collection of technical and operational data related to your usage.

17.3All Personal Data and collected information will be processed and managed in accordance with LyftData's Privacy Policy, which outlines your rights and LyftData's obligations concerning the collection, use, storage, and sharing of your data. By using the Software or Documentation, you acknowledge and consent to such data collection, processing, and monitoring as described. LyftData will implement appropriate measures to protect your data and comply with relevant legal and regulatory requirements.

17.4Unless explicitly permitted in LyftData's documentation or agreed upon in writing by the parties, you are prohibited from using LyftData's Software or Documentation to process Sensitive Information.

18.1The Licensor may cede, assign, delegate or otherwise transfer its rights and obligations under this Agreement to another person or organization without the consent of the Licensee. The Licensee may not cede, assign, transfer or otherwise dispose of its rights and obligations under this Agreement without the prior written consent of the Licensor.

18.2Unless otherwise stated herein, as from the Signature Date, this Agreement replaces and supersedes any and all previous agreements made and executed by the Parties regarding the subject matter of this Agreement.

18.3This document contains the entire agreement between the Parties relating to the subject matter hereof and none of them shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein or in such other agreements.

18.4No alteration, variation, novation or cancellation by agreement of, addition or amendment to, or deletion from this Agreement, including this clause 18.4, shall be of any force or effect unless in writing and signed by or on behalf of the Parties hereto.

18.5LyftData reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

18.6By continuing to access or use our LyftData Services or Software after any revisions become effective, you agree to be bound by the revised terms, and your agreement shall be sufficient and/or acceptable for the purposes of clause 18.4 above. If you do not agree to the new terms, you are no longer authorized to use the Lyftdata Services or Software.

18.7No waiver or abandonment by a Party of any of its rights in terms of this Agreement shall be binding on that Party, unless such waiver of abandonment is in writing and signed by the waiving Party.

18.8No indulgence, extension of time, relaxation or latitude which any Party (“the Grantor”) may show, grant or allow to another (“the Grantee”) shall constitute a waiver by the Grantor of any of the Grantor’s rights and the Grantor shall not thereby be prejudiced or estopped from exercising any of its rights against the Grantee which may have arisen in the past or which might arise in the future.

18.9If any provision hereof is held to be illegal, invalid or unenforceable for any reason, such provision shall be deemed to be pro non scripto, but without affecting, impairing or invalidation any of the remaining provisions of this Agreement which shall continue to be of full force and effect.

18.10No remedy conferred by this Agreement is intended, unless specifically stated, to be exclusive of any other remedy which is otherwise available at law, by statute or otherwise. Each remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, by statute or otherwise. The election of any one or more remedy by a Party shall not constitute a waiver by such Party of the right to pursue any other remedy available at law.

18.11This Agreement may be executed in counterparts each of which when so executed shall be an original, but all such counterparts together shall constitute one and the same document.

18.12The Parties shall, at all times, be independent contracting parties and neither Party shall be construed as a partner, employer or employee of the other or represent itself as such.

18.13The persons signing or entering into this Agreement in a representative capacity warrant their authority to do so.