EULA

End-User License Agreement

Assimilated Information Services (Pty) Ltd. hereby grants you access to DocFusion and invites you to purchase the services from our Reseller.

Definitions and key terms

To help explain things as clearly as possible in this Eula, every time any of these terms are referenced, are strictly defined as:

• Cookie: small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analytics, remember information about you such as your language preference or login information.
• Company: when this agreement mentions “Company,” “we,” “us,” or “our,” it refers to Assimilated Information Systems Pty Ltd (AIS), WeWork Building, 1th Floor, suite 121, 155 West Street, Sandton, that is responsible for your information under this Eula.
• Computing Devices: refers to personal computer, laptop, notebook, smartphone or any device that is used to install the DocFusion software.
• Country: where AIS or the owners/founders of AIS are based, in this case is South Africa.
• End User Provided Materials: refers to the materials, data, information, and technology owned or otherwise controlled by an End User that is provided or made available to the DocFusion Software in order for the DocFusion Software to perform the Service.
• License Period: refers to the period of use of the Software as licensed pursuant to the subscription agreement or such other applicable license agreement.
• Service: refers to the services rendered in respect to the Software provided by AIS as described in the relative terms (if available) and on this platform.
• Software: refer to the DocFusion Software provided to you in terms of this Eula.
• Third-party service: refers to advertisers, contest sponsors, promotional and marketing partners, and others who provide our content or whose products or services we think may interest you.
• You: a person or entity that is registered with AIS and our Reseller to use the Services.

Introduction

This End User License Agreement (the “Eula”) is a binding agreement between you (“End User”, “you” or “your”) and AIS (“Company”, “we”, “us” or “our”). This Eula governs the relationship between you and us, and your use of DocFusion. Throughout this Eula, End User and Company may each be referred to as a “Party” or collectively, the “Parties”.

If you are using the Software on behalf of your employer or other entity (an “Organisation”) for whose benefit you utilise the Software or who owns or otherwise controls the means through which you utilise or access the Software, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organisation. If you use the Software on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the authority to 1) use the Software on behalf of the Organisation; 2) bind the Organisation to the terms of this Agreement.

Where you use the Software either by downloading, installing, accessing online, or you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the Software; (b) if you are using the Software pursuant to an agreement authorising such use, you confirm that you are authorised by that organisation to access and use the Software (c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.

If you do not agree to these terms, do not download, install, access, or use the Software. if you have already downloaded the Software, are using the Software or been granted access to use the Software, you need to immediately delete it from your computing device and/or cease accessing the Software.

The Software is licensed, not sold, to you by AIS for use strictly in accordance with the terms of this Agreement.

License

Subject to the terms of this Eula and, if applicable, those terms provided in the relevant subscription agreement or such other licence agreement as is necessary, AIS grants you a limited, non-exclusive, revocable, and non-transferable license to:

1. download, install, and use the Desktop Software on ten (10) Computing Devices per Enterprise user license that you have purchased and been granted, for the sole purpose of using the Software. If you have more than 10 Computer Devices on which you wish to use the Desktop Software, you agree to acquire a license for the number of devices you intend to use in accordance with your license agreement;
2. access, view, and use on such Computing Device the End User Provided Materials made available in or otherwise accessible through the Software, strictly in accordance with this Agreement, and any other terms and conditions applicable to such End User Provided Materials;
3. install and use the trial version of the Software on any number of Computing Devices for a trial period of fifteen (15) unique days after installation;
4. access and use the Software online in accordance with the provisions of your subscription agreement; 
5. download install or access any Software application program interface (API); 
6. receive updates and new features that become available during License Period;

Restrictions

You warrant and undertake not to, and you will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party.
• Modify, make derivative works of, disassemble, decrypt, probe, scan, test reverse compile or reverse engineer any part of the Software or any vulnerability thereof.
• Use any Software application program interface (API) solely in order to develop and implement web or other software applications that, by making calls to the Software API, utilize or interact with the Software, solely for your internal business operations and in accordance with the End User Provided Materials.
• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of AIS, DocFusion or its affiliates, partners, suppliers or the licensors of the Software.
• Breach or otherwise circumvent any of the Software security or authentication measures.

• interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding or spamming any part of AIS’ systems and/or networks. 
• plant malware, spyware or otherwise use AIS’ systems and/or networks to distribute malware or spyware.  
• provide unauthorised access to, or use of, the Software. 
• use the Software for any unlawful purpose. 
• violate the Intellectual Property Rights of any third Party with its use of the Software. 
• convert the whole or any part of the Software from object code into source code. 

• merge or combine the whole or any part of the Software or the Materials with any other computer software or materials.

You agree that you will ensure that the Software is at all times correctly used in accordance with the End User Provided Materials and that you will only allow authorised and suitably qualified and properly trained employees, agents and contractors to have access to and/or make use of the Software. 

Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by AIS shall always remain the exclusive property of AIS (or of its suppliers or licensors, if and when applicable). Nothing in this Eula grants you (or any Organisation) a license to AIS’s Intellectual Property Rights.

You agree that this is Eula conveys a limited license to use AIS’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of AIS’s Intellectual Property Rights independently of the Software or outside the scope of this Eula shall be considered an infringement of AIS’s Intellectual Property Rights. This shall not limit, however, any claim AIS may have for a breach of contract in the event you breach a term or condition of this Eula. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Eula, AIS reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

Unless otherwise explicitly provided for in any agreement, you will have no access to, licence to or use of or any other rights in or to the Source Code. 

You (or the Organisation, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to AIS with respect to the Software shall remain the sole and exclusive property of AIS.

AIS shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Updates to Software

During the License Period, AIS may from time to time provide enhancements or improvements to the features/ functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Software. You agree that AIS has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Software to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this Agreement.

In the event that AIS makes available to Customer a software upgrade or update, add-on component, web service and/or supplement (whether in conjunction with providing Support or otherwise), the terms of this Agreement shall apply.

Third-Party Services

The Software may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third- Party Services").

You acknowledge and agree that AIS shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. AIS does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

This Eula shall remain in effect for the License Period or until terminated by AIS pursuant to the below.

This Eula will terminate immediately, without prior notice from AIS, in the event that you:

1. fail to comply with any provision of this Agreement and fail to remedy such non-compliance within 15 (fifteen) after written notice to do so; or 
2. commit any act of insolvency (including such an act defined in terms of the Insolvency Act 1936 (Act No. 24 of 1936) as amended), or 
3. be wound up (whether provisionally or finally, and whether compulsory or voluntary), or 
4. be placed under judicial management, or 
5. enter into any arrangement or compromise with any of your creditors, or 
6. be the subject of any resolution passed for your winding up or dissolution, or 
7. have a judgement given against you by any court of law which, if applicable, is not appealed against within the period allowed for the lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a period of 7 days, or
8. otherwise becomes bankrupt or insolvent, or makes a general assignment for the benefit of your creditors, or 
9. assigns or otherwise transfers its assets to a subsidiary or third party, or 
10. ceases to carry on business in the ordinary course, or 
11. undergoes a solvent reorganisation or restructuring.   

You may also terminate this Eula by deleting the Software and all copies thereof from your computer.

Upon termination of this Agreement: 

1. you shall cease all use of the Software and delete all copies of the Software from your computer; 
2. AIS shall delete your database with all related assets within sixty (60) days of termination of this Agreement. You acknowledge that it is your responsibility to export any data or information in which you desire to have continued access after termination, and AIS shall have no liability should you be unable to retrieve any part of your database and shall have no obligation to store or retain any data or information after such sixty (60) day period. If you are a subscription customer following termination of the subscription period, we may immediately deactivate your account. Upon written request, AIS shall provide written confirmation to you that your database together with all related assets have been destroyed as aforesaid. 

Termination of this Eula will not limit any of AIS’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Data

You shall own all rights, title and interest in and to all of your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Data.

AIS shall endeavour to comply with all applicable Data Protection Laws relating to the privacy and security of your Data.

Where your Data contains any Personal Information as defined in terms of Section 1 of the Protection of Personal Information Act 4 of 2013, of your users then you remain responsible to the any user for such Personal Information. You need to ensure that AIS may lawfully use, process and transfer such Personal Information on your behalf. You are required to ensure that the relevant user(s) have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation. In terms of such applicable data protection legislation, any user has the “right to be forgotten”. You confirm that you have informed your users of such right and that should the user request AIS to erase their Personal Information, AIS shall do so subject to the provisions of the applicable data protection laws. In the event that a user exercises such right, that user shall have no further access;

You agree that you shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage. AIS likewise confirms that it shall take all technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage.

Indemnification

You agree to indemnify, defend and hold harmless AIS and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organisation (if applicable) or any third party. Furthermore, you agree that AIS assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

No Warranties

The Software is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, AIS, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, AIS provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither AIS nor any of DocFusion’s Reseller makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Software, or the information, content, and materials or products included thereon; (ii) that the Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Software; or (iv) that the Software, its servers, the content, or e-mails sent from or on behalf of AIS are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of AIS and any of its suppliers under any provision of this Eula and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software.

To the maximum extent permitted by applicable law, in no event shall AIS or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Software, third-party software and/or third-party hardware used with the Software, or otherwise in connection with any provision of this Agreement), even if AIS or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Right to Audit

AIS reserves the right to audit your records and systems to ensure compliance with the terms of this Eula. AIS will notify you in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during your regular business hours at your location and will not interfere unreasonably with your business activities. If an audit reveals that you are  using the Software beyond the scope of the licence granted herein (such as for example, for a number of users greater than those that are licensed pursuant to the subscription agreement or such other applicable license agreement), then in addition to any other remedies available to AIS, you will be required to promptly reimburse AIS for the cost of such audit and pay AIS or its Reseller as directed by AIS, the underpaid licence fees therefore and associated fees, based on AIS’ then-current list rates, as well as any applicable late charges.

Severability

If any provision of this Eula is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Eula shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Eula preclude further exercise of that or any other right granted herein. In the event of a conflict between this Eula and any applicable purchase or other terms, the terms of this Eula shall govern.

Force Majeure

Except with respect to the payment of license fees, neither party will be liable to the other for any failure or delay in performance under this Eula due to circumstances beyond its reasonable control, including , acts of war, terrorist acts, natural disasters, accident, labour disruptions, acts, pandemic, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance, or the threat of any of the foregoing.

Assignment

You may not assign or otherwise transfer any of your rights or obligations under this Eula, whether by law or otherwise and any attempt at such assignment will be void without the prior written consent of AIS. For purposes of this Eula, “assignment” shall include use of the Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of you, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. 

Amendments to this EULA

AIS reserves the right, at its sole discretion, to modify or replace this Eula 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.

By continuing to access or use our Software after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Software.

Governing Law

The laws of South Africa, excluding its conflicts of law rules, shall govern this Eula and your use of the Software. Your use of the Software may also be subject to other local, state, national, or international laws.

Changes to this Eula

We reserve the exclusive right to make changes to this Eula from time to time. Your continued access to and use of the Software constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Eula (and any amendments thereto) each time you load, access, or use the Software. Therefore, we encourage you to review this Eula regularly.

If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorised to access or use the Software.

No Employment or Agency Relationship

No provision of this Agreement, or any part of relationship between you and AIS, is intended to create nor shall they be deemed or construed to create any relationship between you and AIS other than that of and end user of the Software and services provided.

Equitable Relief

You acknowledge and agree that your breach of this Eula would cause AIS irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which AIS may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

Headings

The headings in this Eula are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.

Geographic Restrictions

AIS is based in South Africa and provides for access and use primarily by persons located in South Africa, and maintains compliance with South Africa laws and regulations. If you use the Software from outside South Africa, you are solely and exclusively responsible for compliance with local laws.

Limitation of Time to File Claims

Any cause of action or claim you may have arising out of or relating to this agreement or the Software must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Entire Agreement

The Eula constitutes the entire agreement between you and AIS regarding your use of the Software and supersedes all prior and contemporaneous written or oral agreements between you and AIS.

You may be subject to additional terms and conditions that apply when you use or purchase other AIS’s services, which AIS will provide to you at the time of such use or purchase.

Contact Us

Don't hesitate to contact us if you have any questions about this Agreement.

• Via Email: support@aissa.co.za