LICENSE AGREEMENT (T&Cs)

 
WHEREAS, Licensor maintains a medical schemes quotation system and related documentation and desires to grant Licensee a license for use of the Software.
 
WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.
 
NOW, THEREFORE, in consideration of the mutual agreement set forth herein, Licensee and Licensor hereby agree as follows:
 

1. DEFINITIONS

 
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
 

• “Agreement” includes this agreement and its Schedules.
• “Documentation” means any documentation and information that is made available or provided to the User by accessing the medical scheme quotation system.
• “Error” means a material failure of the Software to function normally.
• “License” means the license granted by the Licensor to the Licensee for its Users to access and use the Software and Documentation.
• “Users” means representatives of the Licensee, registered at the Financial Services Board for health service benefits and accredited by the Council for Medical Schemes as health brokers.
• “Schedule” refers to any schedule attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Schedule.
• “Software” means the medical schemes quotation system and documentation related thereto.

2. SOFTWARE LICENSE

 

1. License

 
Licensor grants Licensee a non-exclusive, non-transferable license to use the Software and Documentation.
 

2. Distribution

 
Except if explicitly provided herein, Licensee shall not make available nor distribute all or part of the Software to any third party by assignment, sublicense or by any other means.

3. ACCESS

 
The Licensor shall provide the User with a user name and password to access the Software. The password and user name is for the sole use by the specific User. The User is entirely responsible for maintaining the confidentiality of the User’s password and account. The User agrees to notify the Licensor immediately of any unauthorized use of the User’s account or any other breach of security.
 
The Licensee will inform the Licensor immediately if a User’s access should be cancelled or if a new User has been registered at the Financial Services Board for health service and has been accredited as health broker by the Council for Medical Schemes.
 

4. TRAINING

 
The Licensor shall provide training to the Users telephonically or at a location determined by the Licensor.
 

5. PROPRIETARY RIGHTS

 
Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party.
 

6. CONFIDENTIALITY

 

1. Confidential Information

 
“Confidential Information”, shall mean the Software, Documentation, Specifications, and terms and conditions of this Agreement. Both the Licensor and Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that they shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than their respective employees with a need to know such Confidential Information to perform employment responsibilities consistent with parties rights under this Agreement. Both parties shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Both parties shall inform their employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor or Licensee, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Both parties acknowledges and agrees that in the event of breach of this Agreement, the infringed party will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, the infringed party shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy either party may have.
 

2. Unauthorized Disclosure

 
Either party shall notify the other immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by the other party, and shall fully cooperate with the infringed party to help them regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

7. WARRANTY

 

1. Operation

 
Licensor represents to Licensee that the Software shall operate without any Errors; and upon notification to the Licensor of any Errors, the Licensor will, during its normal business hours and at no cost to Licensee, use all reasonable efforts to correct such Errors which are verifiable by the Licensor.
 

2. Connection

 
In the event that Licensee notifies Licensor of an Error, Licensor’s sole liability, and Licensee’s sole remedy, will be Licensor’s use of reasonable efforts to correct such Errors or, in Licensor’s sole discretion, to refund the portion of the prepaid monthly FEE.
 

3. Warranty Disclaimer

 
The warranty set forth in this section 9 is a limited warranty and it is the only warranty made by the licensor. Licensor expressly disclaims, and licensee hereby expressly waives, all other warranties express or implied. Licensor does not warrant that the operation of the software will be uninterrupted or Error-free.

8. INDEMNITY

 

1. Claims

 
Licensee hereby indemnifies Licensor, it’s affiliated, related or subsidiary companies and its or their employees, directors, agents, officers, shareholders, successors harmless from and against any claim, cost, damages, losses, liabilities, and expenses related to or arising out of the use of the Software or a financial transaction brought by any third party based on the use of the Software.
 

2. Force Majeure

 
Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control.

9. TERM AND TERMINATION

 

1. Duration

 
The License is granted for an initial fixed term. After the initial fixed term the Agreement can be terminated by the Licensor, giving three months written notice.
 

2. Brieach

 
Licensor may terminate this Agreement and the License, without prejudice to any other remedy the Licensor may have, immediately without further obligation to Licensee, in the event of any breach by Licensee of this Agreement.

10. VALIDITY

 
If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
 

11. BINDING AGREEMENT

 
This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Licensee may not assign its rights or obligations under this Agreement without the prior written consent of Licensor.
 

12. NO WAIVER

 
Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.
 

13. SOLICITATION

 
Licensee shall not solicit the employment of nor employ any Licensor personnel who has been directly involved in the development, sale, installation, or support of the Software for a period of 3 years from the later of the termination of such individual’s employment at Licensor or the last date of Acceptance of any Software.
 

14. NOTICE

 
Unless otherwise agreed to by the parties, any notice required or permitted to be given or delivered under this Agreement shall be delivered to the address set forth in this Agreement. Notice shall be deemed to have been received by any party, and shall be effective, (i) on the day given, if personally delivered or if sent by confirmed facsimile transmission, receipt verified or (ii) on the third day after which such notice is deposited, if mailed by certified, first class, postage prepaid, return receipt requested mail.
 

15. SURVIVAL

 
Sections 5,6,7,8 and 13 shall survive the termination of this Agreement for any reason.
 

16. ENTIRE AGREEMENT

 
This Agreement and its Schedules comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, digital, oral and written between the parties relating to the Agreement.