TERMS AND CONDITIONS OF USE OF THIS SITE
About these Terms and Conditions
We may amend these Terms and Conditions from time to time, so you should check this page on occasion to ensure that you are aware of any changes that have been made. If we make material changes to this Policy, we will notify you by means of a prominent notice on the Website prior to the change becoming effective.
1. USE OF THIS WEBSITE
1.1. We license to you, subject to these Terms and Conditions, a non-exclusive, non-transferable, limited and revocable right to access the Website and display, use, download, and otherwise copy the current and future Content for personal, non-commercial and information purposes only and to upload content in accordance with paragraph 3.4.4 below.
1.2. Any other use, including the reproduction, modification, distribution, transmission or broadcast of the content of the Website, in whole or in part and by any means, is strictly prohibited, except upon prior written consent from us.
1.3. We neither warrant nor represent that your use of any Content displayed on the Website will not infringe rights of third parties.
1.4. License Conditions
1.4.1. Other than as agreed to above, you may not use, copy, adapt, redistribute or modify the Content or any part thereof or frame, “mirror”, datamine (by way of but not limited to, robots, crawlers or other similar programs) or cache the Website or reverse engineer, copy, modify, re-distribute, decompile or create a derivative work of the Website or Software, or any part thereof without prior written authorisation from us.
1.4.2. We do not offer products or services to minors. By accessing the Website you agree that you are 18 years or older, alternatively that you are acting under the direct supervision of a major.
1.4.3. You may not assign, transfer or sublicense the rights pursuant to these Terms and Conditions.
1.4.4. You may not use the Website’s communication facilities for purposes of unsolicited communications (“Spam”) or to send or publish any content that is in violation of any law or that is obscene, defamatory, racist or offensive in nature or may result in the infringement of any intellectual property.
1.4.5. You may only upload material in accordance with paragraph 3.7 below.
1.4.6. You acknowledge that your fair use and other rights are in no way affected by the above.
1.5. Uploading Material to the Website
1.5.1. Whenever you make use of a feature that allows you to upload material to the Website, or to make contact with other users of the Website, you must comply with the content standards set out in clause 3.8 below. You warrant that any upload or contribution from you complies with those standards, and you indemnify us for any breach of that warranty.
1.5.2. Material or contributions that you upload will either be uploaded to areas that are accessible to other Website users or, in the case of personal information, areas that are only accessible to you and us to enable us or our appointed service providers to operate the Website.
1.5.4. Any information or material communicated to us that is not personal information will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third-parties any such material for any purpose.
1.5.5. You warrant that you own any material and/or content submitted by you and that it is not defamatory in nature and that any use, copy, distribution or disclosure of such material and/or content will not violate any third-party’s rights.
1.5.6. We reserve the right to, at our sole discretion, edit or remove any material submitted to the Website, or stored on our servers, or hosted or published upon our Website.
1.5.7. We have the right to disclose your identity to any third-party who is claiming that any material posted or uploaded by you to the Website constitutes defamation, a violation of their intellectual property rights, or of their right to privacy, subject to reasonable prior notification to you.
1.5.8. We will not be responsible, or liable to any third-party, for the content or accuracy of any materials posted by you or any other user of the Website. Posts reflect the views and opinion of the author, but not necessarily of the owners and operators of the interactive services available on the Website.
1.5.9. From time to time certain third-party content may be uploaded to the Website. We shall not be liable for any claims or damages that may result from such uploads. If you feel that any of the content uploaded is inaccurate or offensive, we encourage you to notify us immediately.
1.6. Content Standards
These content standards apply to any and all material and/or content that you contribute to the Website (“Contributions”), and to any interactive services associated with the contributions. Contributions may not:
1.6.1. contain any material and/or content that is defamatory in nature, or any material which is obscene, offensive, hateful or inflammatory, or that promotes sexually explicit material, or violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
1.6.2. infringe any intellectual property rights of any other person or be likely to deceive any person or be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
1.6.3. promote any illegal activity or be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person or be used to impersonate any person, or to misrepresent your identity or affiliation with any person or give the impression that they emanate from Us, if this is not the case or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse; and
1.6.4. contain any damaging code or viruses.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. The Intellectual Property available on the Website or to be made available by us, or any of our selected service providers or agents, is the property of, or licensed to, us and may not be utilized outside the licensed terms as set out under these Terms and Conditions.
2.2. All uploads by you to the Website will be considered your property. You hereby indemnify us against any claim whatsoever for the infringement of Intellectual Property of a third party or breach of confidential agreement between you and any third party as a result of any upload or submission from you to the Website.
2.3. The names, images and logos identifying us or third parties and their services and products are subject to copyright, design right and trademark protection. Unless specifically agreed to under these Terms and Conditions, nothing contained herein shall be construed as conferring any licence or right to use any trade mark, design right or copyright of us or any other third party.
2.4. E-mail addresses, names, telephone numbers and fax numbers published on the Website may not be incorporated into any database used for electronic marketing or similar purposes. The presentation by you of such details is no “opt-in” / permission from us to utilise same for the above purposes.
3.1. We are not obliged to provide security on the Website, however we feel it is important that your information or any communication between you and us is dealt with in the most secure manner reasonably possible. With this being said, and because of the nature of the internet, we cannot warrantee that your interaction with us via the Website is completely secure.
3.2. To provide adequate security to all users of the Website and to monitor activities prohibited under law you hereby agree to our or our appointed service provider(s) right to intercept, monitor, block, read, delete or access all data sent to the Website or any other communication facility made available by us.
3.3. Virus Checks
3.3.1. It is our policy to conduct virus checks on documents and files before they are posted on the Website. However, we cannot guarantee that documents or files downloaded from the Website will be free from viruses and we do not accept any responsibility for any damage or loss caused by any virus. Accordingly, for your own protection, we encourage you to use virus checking software when using the Website. Further, you may not post or provide to us, via the Website, any document or file that may contain a virus. You must virus check any document or file which you intend to post or upload via the Website.
3.3.2. You hereby indemnify us and our service providers and affiliates against any possible damages, expenses or losses as a result of the delivery of computer programs or any other code that may damage the Website or our infrastructure or our service provider’s infrastructure.
3.4. Username and Passwords
3.4.1. On registration for certain of the services offered on our website you will receive a username and password to login to the Website and associated database(s). You agree that: (i) you are responsible for ensuring that no unauthorised access to the Website is obtained using your username and password; (ii) you will keep the username and password secure; (iii) you will not permit any third-party to use the username and password to access the Website; (iv) you will be liable for all such activities conducted pursuant to such use, whether authorised or not, whether utilised from your device or not.
3.4.2. Your username and password are our property and we have the right, subject to these Terms and Conditions and any specific service related Terms and Conditions, to deny you access to the Website at any time.
5. LIMITATION OF LIABILITY
5.1. The Website and all materials found on the Website are intended for information purposes and provided “as is” for your convenience without any warranty, representation, condition, undertaking, or terms of any kind, express or implied, statutory or otherwise, including without limitation, the warranties of merchantability, non-infringement of intellectual property, fitness for a particular purpose or suitability of the information, software or services, unless otherwise entitled under law.
5.2. We do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained in the Website. We may make changes / amendments to the Website, the policies, information described in the materials or content of these Terms and Conditions, at any time without notice. Any changes shall take effect upon posting to this Website. We make no commitment to update the materials and may discontinue any part of the Website or product or services or certain software or version of certain software for the utilisation of the Website.
5.3. Ethics Africa, its directors, employees or its service providers will not be liable for any special, direct, indirect or consequential damages, expenses or losses whatsoever, including loss of profits or data, loss of revenue, anticipated savings, goodwill, reputation or any delays, whether in an action in contract or delict, arising out of the use or inability to use the Website or performance of the Website or non-performance of the Website, i.e. Website not available as a result of third party service providers, maintenance, enhancements, events outside our control or force majeure events, even if we have been advised of the possibility of such damages.
5.4. You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these Terms and Conditions, or arising out of any claim that you have breached any provision of these Terms and Conditions.
6. AGREEMENT(S) AND E-COMMUNICATIONS
6.1. You agree that:
6.1.1. by accessing, browsing and using the Website you are bound by these Terms and Conditions;
6.1.2. all information that is incorporated by using hyperlinks and/or other methods of reference form part of this agreement;
6.1.3. you are at least 18 years of age and possess the legal capacity and ability to enter into this agreement and to use the Website in accordance with all Terms and Conditions herein.
6.2. Time and Place of communication, dispatch and receipt
6.2.1. a data message sent from us to you is deemed to have been sent from our physical address;
6.2.2. a data message sent from us to you is deemed to be received by you when the complete message is outside the control of our systems (i.e. has left our system);
6.2.3. a data messages sent from you to us is deemed to be received by us only when we respond thereto.
6.3. Attribution of data messages to originator
You agree and warrant that the data message sent under your login credentials (i.e. username and password), to us was sent by you or a person that has authority to act on your behalf in respect of the data message.
7. BREACH AND TERMINATION
7.1. We will determine, in our discretion, whether there has been a breach of these Terms and Conditions through your use of the Website. When a breach has occurred, we may take such action as we deem appropriate.
7.2. Failure to comply with these Terms and Conditions constitutes a material breach of the agreement upon which you are permitted to use the Website, and may result in our taking any or all of the following actions:
7.2.1. immediate, temporary or permanent withdrawal of your right to use the Website;
7.2.2. immediate, temporary or permanent removal of any posting or material uploaded by you to the Website;
7.2.3. issuance of a warning to you;
7.2.4. institution of legal proceedings against you for damages and/or loss sustained by us (including legal costs on the attorney and own client scale); and/or
7.2.5. disclosure of such information to law enforcement authorities and/or the public as we reasonably feel is necessary.
7.3. We will not be liable for any actions taken in response to any breach of these Terms and Conditions. The actions described above are not exhaustive and we may take any other action we deem appropriate in the circumstances.
8.1. Sole record of agreement
8.1.2. Every time you access the Website, the Terms and Conditions available at that time will apply to the agreement between you and us.
8.2. No amendments except in writing
8.2.1. We may revise these Terms and Conditions at any time. Any amended or new terms and conditions will be valid from the moment we upload them to the Website. Using the Website or any part thereof after login implies that you agree to the amended or new Terms and Conditions available to you. We will endeavour to notify you if there are material changes to the Terms and Conditions. Some of the provisions contained in these Terms and Conditions may be superseded by provisions or notices published elsewhere on the Website.
8.2.2. No data message, including but not limited to an e-mail, SMS and recorded voice message, sent by you to us shall amend these Terms and Conditions or the rights and duties of the parties in any manner, unless such a data message is reduced to writing on paper and signed by the parties.
No relaxation or indulgence, which any party may grant to any other, shall constitute a waiver of the rights of that party and shall not preclude that party from exercising any rights which may have arisen in the past or which might arise in future.
8.4. Survival of obligations
Any provision under these Terms and Conditions, which contemplates performance or observance subsequent to any termination, or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.
If any one or more of the clauses of these Terms and Conditions is declared or adjudged (formally or informally) by competent authority to be illegal, invalid or unenforceable under any law applicable in any jurisdiction in which these Terms and Conditions are to be performed, including this clause, then:
8.5.1. the offending clause shall be deemed for all purposes to be severable from all the other clauses of these Terms and Conditions, which clauses shall continue in force unaffected;
8.5.2. the Terms and Conditions thus continuing shall (subject and without prejudice to any appeal to higher authority as to the status of that clause) exclude the offending clause but, if such deletion substantially affects or alters the commercial basis of these Terms and Conditions, the Terms and Conditions, including such provision, shall be amended in such manner as the parties shall in good faith agree which will, while not being void or unenforceable, most nearly achieve the object of the void or unenforceable provisions.
9. APPLICABLE AND GOVERNING LAW
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Republic of South Africa, which shall have exclusive jurisdiction over any disputes. The applicable courts in the jurisdiction of our registered address shall have jurisdiction regardless of your domicile.
10.1. “Content” means, but is not limited to text, graphics, icons, files, documents, links and other similar material on the Website;
10.2. “Ethics Africa” or “we” or “us” means Walt Productions Proprietary Limited t/a Ethics Africa (Registration Number: 2011/005755/07) with registered address at 80 The Valley Road; Parktown; Johannesburg; 2193;
10.3. “Intellectual Property” means the copyright (including but not limited to literary (including database and computer programs) artistic, musical works, photographs, and sound recordings), patents, trademarks (including all related domain names and meta tags), confidential information, trade secrets and design rights (including all applications);
10.5. “Software” means the software utilised to give you access to and use of the Website;
10.6. “Terms and Conditions” means these terms and conditions, as amended from time to time.
10.7. “Website” means the Ethics Africa website and all its pages and content, owned by Ethics Africa, as well as any Ethics Africa mobile applications.