The following are terms of legal agreement between any user (“you” or “User”) of this Website or Database, and Leaf Capital (Pty) Ltd (“Leaf Capital”). By accessing, browsing and using this Website or Database, you acknowledge having read, understood and hereby agree to be bound by these terms and conditions, as modified or amended from time to time and each time you access the Website or Database, you reconfirm your agreement. If you do not agree to these terms and conditions, you may elect not to access the Website or Database. This Agreement is effective from the day you initially access the Database or Website until such time as you cease to be an authorised User, supplier or customer of Leaf Capital.
1. Definitions. For the purpose of this Agreement, the following definitions shall apply:
(i) Website. The website means all information, content, concepts, program interfaces, structures, functionality computer code, published materials, electronic documents, graphic files and other technology inherent in any Leaf Capital World Wide Web site.
(ii) Database(s). The Database means all information accessible from Leaf Capital through the website, which may include, but is not limited to, data structures, technical and other specifications, pricing, advice, and other data and information. All data and other information available on the Databases(s) may be proprietary, confidential and the sole property of Leaf Capital or third parties licensing such information to Leaf Capital.
2. Security. Reasonable precautions have been exercised in establishing this website or database(s) in order to prevent unauthorised use or tampering with your Customer and Supplier files.
3. Trademarks. The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the website or databases are unregistered Trademarks if Leaf Capital and others. Nothing on the website or databases should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the website or databases, without the permission of the Trademark owner. Trademarks of Leaf Capital may not be used in any way, without prior written permission of Leaf Capital. Leaf Capital databases without prior written permission of Leaf Capital.
4. Copyrights. Except as stated herein, none of the material on the website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form otherwise, without the prior written permission of Leaf Capital or the copyright owner. You also may not, without prior permission from Leaf Capital, “mirror” any material contained within this website or databases or any other site associated with Leaf Capital.
5. Equipment. You, at your own expense, shall obtain, maintain, and operate suitable equipment, communication devices, and services required to access the website and databases. You must have, at a minimum, access to Internet service and an email address. You can access the system seven days a week, twenty four hours a day, although some or all system services may not be available occasionally due to emergency or scheduled system maintenance. We will use reasonable efforts to post notice of any extended periods of non-availability to the website or databases.
6. Disclaimer of Warranty. Limitation of Remedies: Leaf Capital is licensing the databases and website “AS IS” and “AS AVAILABLE.” You acknowledge that the website and or databases are licensed for use by you as a convenience for you in communicating with Leaf Capital. You assume total responsibility and risk for your use of the databases and website and your use of the Internet. Leaf Capital HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SOFTWARE, Website OR INFORMATIONAL DATABASES. IN NO EVENT SHALL LEAF CAPITAL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS INFORMATION. Additional disclaimers may be contained in the Software, website and database.
7. Controlling Law. This Terms of Access and your use of the Website or databases are governed by the applicable laws of South Africa. The venue for any disputes arising out of this Agreement shall be, at Leaf Capital’s sole and exclusive option, the courts with proper jurisdiction at Leaf Capital’s corporate headquarters, or the courts with proper jurisdiction at your location. Leaf Capital specifically disclaims the applicability of the United Nations Convention on Contracts for the International Sale of Goods and it shall not be construed as applying to any conduct or transaction performed as a result of entering into this Agreement or accessing information through the website and database.
8. Prohibited Uses. You agree that you shall not use the databases or website to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet, website or databases; (ii) post or transmit any unlawful, illegal, obscene or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, provincial, national or international law, including, without limitation, the Electronic Communications Act (Act No. 36 of 2005) and regulations; (iii) knowingly post or transmit any information, software, or malware which contains a virus, worm, Trojan horse or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through the website or databases which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
9. Indemnity. You agree to defend, indemnify and hold Leaf Capital and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees related to or arising from (a) the use of the databases or website or the placement or transmission of any message, information, software or other material on the website by you; (b) negligent acts or omissions by you in connection with the installations, use or maintenance of the databases or website; (c) claims for infringement of patents arising from the use of the databases or website by you; (d) misuse of Trademarks; and € claims of copyright infringement resulting from the use of the databases or website by you.
10. Monitoring. Leaf Capital may elect to electronically monitor your use and access and may disclose its findings or records of such use (i) to satisfy any law, regulation or government request, or (ii) to protect the rights or property of Leaf Capital, its Users, Sponsors, Providers, Licensors or Merchants.
11. Termination and Modification. Leaf Capital may terminate User access, or suspend any User’s access to all or part of the website and databases without notice, for any conduct that Leaf Capital, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another Use or Licensor to Leaf Capital. Upon termination for whatever reason, your right to use or possess any information obtained from the website or database will immediately terminate and you will promptly destroy all copies, electronic or otherwise, that you have in your possession by operation of this Terms of Access. Leaf Capital may elect to update, modify, change or terminate all or any part of the website or databases. Additionally, Leaf Capital may modify this Agreement from time to time. Any amendments or modifications may be provided to you through on-line notice. You agree that use of, or access to the website or databases after you have received, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments.
12. Access only. The terms of this Agreement are applicable only to your electronic access and associated use of Leaf Capital’s website and/or database(s). All purchases, or other transactions between you and Leaf Capital, including those which you may enter into via electronic methods, are governed by and subject to their respective terms and conditions and not by the provisions of this Agreement.
13. Links to Third Party Sites. The website or databases may contain links to third party sites. The linked sites may not be under the control of Leaf Capital, and Leaf Capital is not responsible for the contents of any linked sites, any link contained in a linked site, any changes or uploads to such linked sites, or any transmission from any linked site. Leaf Capital provides these links to third-party sites only as a convenience, and the inclusion of any link does not imply endorsement by Leaf Capital of the site.
14. Notices. Any consent, notice or report required or permitted to be given or made under this Terms of Access by one party to the other party shall be in writing and delivered to the other party as its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor. Any such content, notice or report shall be effective upon receipt by the addresses.
15. Miscellaneous. Users may not use the website or databases to send unsolicited advertising, promotional material or other forms of solicitation to other Users except in those specified areas that are designated for such a purpose. Each electronic entry carries the computer coding of the Internet provider through which the individual user can be traced.
16. Survival of Obligations. The obligations concerning protection of confidential information and use of information shall survive termination of this Agreement.
17. Waiver and Severability. Failure to enforce any of the provisions of this Terms of Access will not be construed as a waiver of such provisions. If any of the provisions of this Terms of Access are held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force.
18. Remedies. In the event of your violation of this Terms of Access, such as accessing or using Proprietary Information or Restricted Materials outside the scope of the licence granted in Article 3, Leaf Capital shall be entitled, in addition to any other rights or remedies which it may have at law or in equity, to seek specific performance or injunctive relief.
19. Entire Agreement. This Terms of Access contains the entire agreement between the parties with respect to accessing the website or databases of Leaf Capital.