Terms of Agreement for System1A

Company Registration Number: 2012/126971/07

Language and Interpretation: The original of this Agreement was written and exists in English (US). This English version shall prevail should any translated version conflict with this Agreement or parts thereof or be rendered ambiguous as a result of such translation.

Definitions:

System1A and the System1A website means the features and services that are offered to you via:- i) the System1A’s website accessible at www.system1a.com and any other branded or co-branded websites including, inter alia but not limited to, sub-domains, international versions, widgets and mobile versions; ii) the System1A’s Platform; iii) marketing and social Plug-ins such as ‘Like’, ‘Share’, ‘Add’, ‘Post’ or any other such buttons; iv) all other software, toolbars, networks, media or any devices, similar or disparate, at present in existence or to be developed in the future.

Platform means a set of applications, APIs and services that allows Users, Agents and Related Third Parties to interact with, retrieve data from or provide data to System1A.

Application means anything that uses or accesses a Platform including anything that has received, receives or will receive data from System1A.

Data means the information and content that Users, Agents and Related Third Parties can retrieve from or provide to System1A via the Platform.

Information means facts, feelings, opinions, knowledge, beliefs and actions of both a subjective and objective nature that is shared.

Content means anything that may be posted on System1A that is not included in the definition of ‘Information’ above.

Post means any action on the User, Agent or Related Third Party’s part that interacts with or makes any data, information or content available to System1A.

Use means to conduct, manage, handle, perform, employ, exploit, display, operate, develop, alter, modify, copy, distribute, create derivative works, translate or in any way perform an action that interacts with or involves System1A

User is the entity (Company, Sole Proprietor, Close Corporation, Partnership and any organization) that is a client of System1A and who has appointed agents on their behalf to Use the platform, features and services of System1A.

Agent is an appointed individual or persons of the User who has been provided a login to access or Use the platform, features and services of System1A on behalf of the User. Such appointed individuals or persons may be employees of the User or an external contractor, professional services provider or consultant from another Company, Sole Proprietor, Close Corporation, Partnership and any organization.

Third Party means individuals, legal entities and organizations external to the User such as User’s customers, suppliers, marketers, logistics providers, application developers, couriers and business systems operators.

Related means an existing mutually agreed relationship of a commercial nature between two or more parties be they Users, Agents or Third Parties.

Other means both Related and unrelated parties.

Preamble: It is an incontrovertible presumption that any User and their Agents of the System1A website has read and familiarized himself/herself with all the terms in this Agreement prior to any interaction with the System1A website.

Revision: The original of this Agreement is effective from January 04, 2011. Any revision hereto will state clearly the date of such revision.

Statement of Rights and Responsibilities: All Users, their Agents and Related Third Parties usage, accessing of and/or any form of interaction with the System1A websites and/or any oral, printed or electronic usage of System1A or any of its trademarks, logos, copyrights, patents or intellectual property in any form shall be governed by the various rights and responsibilities of this Agreement.

Privacy Between System1A and any User, their Agents and Related Third Parties:

The preservation of your privacy is of paramount importance to System1A;

System1A shall publicize only those disclosures which, by data content and based on interaction with System1A, are indicative of being for the intended recipient;

All other personal information shall be kept confidential;

Where usage of Applications involves the sharing of content and information, System1A will require that such Applications respect all Users, their Agents and Third Party’s privacy;

Violation of this Agreement or any part thereof shall result in the User’s, their Agents and their Related Third Party’s account being disabled;

Should User’s, their Agents and or their related Third Party’s create risk intentionally or inadvertently to or for the System1A website, its patents, logos, slogans, copyrights or any other form of intellectual property or in any other way jeopardize its function, the User’s, their Agents and or their Related Third Party’s account shall be disabled immediately;

Should User’s, their Agents and or their Related Third Party’s create possible legal exposure or implications of a negative nature intentionally or inadvertently to or for the System1A website, its patents, logos, slogans, copyrights or any other form of intellectual property, the User’s, their Agents and or their Related Third Party’s account shall be disabled immediately;

System1A reserves the right to remove, delete and/or reclaim any content relating to the User’s, their Agents and their Related Third Party’s account if it is perceived as inappropriate such as, inter alia but not limited to, the infringement of or it being too close in similarity, meaning or interpretation to the registered trademark, copyright or intellectual property of another party. Should such removal, deletion and/or reclaiming of any such content be challenged by the User’s, their Agents and or their Related Third Party’s, they shall have the right to submit support for their challenge for arbitration to an arbiter the appointment of whom both parties are in agreement;

System1A does not allow and thereby reserves the right to remove and delete any content relating to any individual’s personal information that is of a nature clearly unrelated to the intended Use of System1A’s services by the User’s, their Agents and their Related Third Party’s and includes special personal information being religious or philosophical beliefs, race, ethnic origin, trade union membership, political persuasion, health, sex life, biometric information or any Information that would infringe international protection of personal information acts. Any potential Information or Content that is special personal information that is viewed by the User’s, their Agents and or their related Third Party’s as necessary to the intended Use of System1A’s services by the User’s, their Agents and or their related Third Party’s must be disclosed to System1A who in their sole discretion will decide if such Information or Content can be accepted and used by the User’s, their Agents and or their Related Third Party’s in the Use of System1A’s services;

Privacy Between any User, their Agents and Related Third Parties:

System1A insists that User’s, their Agents and their Related Third Party’s respect the rights of Other parties in the same manner and spirit that System1A preserves their privacy;

Repeated infringement of the intellectual property rights of Other parties shall result in User’s, their Agents and or their Related Third Party’s account being disabled;

Violation of the rights of Other parties or the posting of illegal content shall result in User’s, their Agents and or their Related Third Party’s account being disabled;

User’s and their Agents will not post any content of identification of their Related Third Parties outside the scope of legitimate billing data on System1A without prior consent from the relevant Third Parties;

System1A does not allow and thereby reserves the right to remove and delete any content relating to any individual’s personal information that is of a nature clearly unrelated to the intended Use of System1A’s services by the User’s, their Agents and their Related Third Party’s and includes special personal information being religious or philosophical beliefs, race, ethnic origin, trade union membership, political persuasion, health, sex life, biometric information or any Information that would infringe international protection of personal information acts. Any potential Information or Content that is special personal information that is viewed by the User’s, their Agents and or their Related Third Party’s as necessary to the intended Use of System1A’s services by the User’s, their Agents and or their Related Third Party’s must be disclosed to System1A who in their sole discretion will decide if such Information or Content can be accepted and used by the User’s, their Agents and or their related Third Party’s in the Use of System1A’s services. Further the approved Use of such special personal information by a User and or their Agents will require a written communication and written approval by the relevant Third Parties before such special personal information my be used by the User and or their Agents in the Use of the System1A services.

IP Content: For any item or Content that might be covered by intellectual property rights vested in the User and their Agents, including but not limited to (registered and unregistered) copyright, trade marks, patents, designs, client database, know how and confidential information, a royalty-free permission and license is granted to System1A by the User and its Agents, for the sole purpose of delivering the services. Once services are terminated, the aforementioned license will automatically terminate. Deletion by the User and their Agents, either such as emptying the recycle bin or in any other manner whatsoever, of such content which already has entered the public domain does not compel System1A to delete such content or prohibit System1A from continuing to use such Content subject to the proviso that the User, their Agents and or their Related Third Party’s privacy is preserved pursuant to the Privacy Policy above. Should the User and their Agents wish such Content to be withdrawn from the public domain, System1A shall endeavor to comply with such request to the best of its ability but cannot be held responsible for not being able so to do nor for any repercussions resulting from such public communication. Once content has entered the public domain, it is assumed that it cannot be retracted therefrom and System1A is absolved of any responsibility for such Content or for failing to prevent further penetration of such Content into the public domain. Feedback, ideas and suggestions concerning System1A are always appreciated and the User and their Agents explicit and unreserved permission for System1A to use such input without any obligation, compensation, rights or restriction is hereby granted to System1A.

Commitments by a User, their Agents and or Related Third Parties:

The User, their Agents and or Related Third Parties explicitly and without reservation agree that a User, their Agents and or their Related Third Party’s will not on the System1A website post any:

Illegal, malicious, intentionally misleading or discriminatory content;

Pornographic, paedophilic, pederastic, gratuitous or graphic nude content;

Hateful, racist, threatening or gratuitous violent content which might incite destruction or injury to other users;

Blasphemous content;

Unauthorized commercial communications such as, inter alia but not limited to, spam;

Illegal business schemes such as, inter alia but not limited to, multi-level marketing or pyramid marketing;

Malicious content such as, inter alia but not limited to, potentially destructive or debilitating viruses;

Nor shall a User, their Agents and or their Related Third Party’s:

Offer any promotion such as, inter alia but not limited to, alcohol, tobacco or any such related products or any such business enterprises;

Solicit private and confidential information belonging to someone other than yourself without that party’s explicit permission such as, inter alia but not limited to, login information or account access;

Access other users’ content or information without that user’s explicit permission by employing automated methods such as, inter alia but not limited to, spiders, scrapers, robots or harvesting bots;

Tag users nor send invitations to non-users per electronic mail without their prior permission;

Intimidate, use illegal methods of persuasion, threaten, harass or abuse any other user;

Create, develop or operate third-party Applications which contain alcohol related or other age restricted matter without publicizing the respective age based restrictions;

Create, develop, operate or offer any promotion such as, inter alia but not limited to, contests, free prizes, giveaways or sweepstakes without the explicit written permission of System1A;

Be party to anything that has the potential of impairing, enfeebling, debilitating, disabling or overburdening the efficient operation of the System1A website such as, inter alia but not limited to, a denial of service attack;

With respect to System1A:

User, their Agents and or their Related Third Party’s will interact only through the APIs, tools, Applications and protocols provided by System1A and comply fully with the specific use intended for each of any of the aforementioned;

User, their Agents and or their Related Third Party’s relationship with System1A will not be misrepresented to Other parties nor abused in any way whatsoever;

User, their Agents and or their Related Third Party’s will not sell, transfer or sublicense System1A’s code, APIs, Applications, protocols or tools nor divulge in any way third party or commercial dealings to any Other third party;

User, their Agents and or their Related Third Party’s will delete user data should you use such data in any manner that System1A might deem contrary to or inconsistent with the users original intentions or expectations;

User, their Agents and or their Related Third Party’s will obtain permission to continue with the usage of user data relating to your Application should you merge with or be acquired by another party provided such data is not transferred beyond the scope of your Application;

Registration and Security: On the System1A website or Platform, a User and their Agents explicitly agree to be liable for any Other or Third Party’s authorized usage of their access credentials including but not limited to account login details, user names, one time passwords and other forms of authentication.

User, their Agents and or their Related Third Party’s further explicitly agree not to:

Enter any false personal information;

Allow their contact information to lapse or become inaccurate;

Act in any manner that might jeopardize the security of your account;

Interact on any level if they are under 18 years of age without the written permission of System1A and at least one of their parents or legal guardians;

Without obtaining prior written permission from System1A, a User, their Agents and or their Related Third Parties explicitly agree not to:

Operate in contravention of any terms or clauses of this Agreement;

Create more than one personal account;

Create an account for a Third Party without permission from that Third Party;

Share your password with or transfer your account to a third party;

Transfer your account to a third party;

Disable or delete their account and create another account;

Use their account or part thereof, inter alia but not limited to, their personal information or profile for their own commercial gain;

Use any of System1A’s trademarks, copyrights or intellectual property or any similar marks that might raise confusion because of its similarity to any of the above;

Access, send, retrieve, analyze, query or manipulate any data indirectly or in any manner not expressly provided on System1A’s Platform;

Attempt to access, view, interrogate, test or analyze System1A’s networks.

Proof of Concept: System1A at its discretion offers to prospective clients (User) a proof of concept at no cost or obligation for a maximum period of 30 days. This is to enable the User to test that the service works as demonstrated to the User through the process of uploading and sending a month end run on System1A being in the first 10 days of the subsequent month. The proof of concept period cannot extend into a second month end run upload and send out. The client confirms prior to the acceptance of a proof of concept by System1A that it has received a quotation or a quotation estimate and agrees to this pricing should they proceed with the System1A service after the proof of concept. System1A has at its sole discretion the right to retract the offer, cancel the proof of concept or discontinue the proof of concept at any time for any reason what so ever. The client, being the User and their Agents, and Related Third Parties will have no claim against System1A what so ever for any costs they may have incurred during the proof of concept or part thereof. System1A is not liable for any losses to the client, being the User and their Agents, and Related Third Parties what so ever during the proof of concept or on cancellation at any time thereof. System1A does not guarantee that the system will work in the manner that the client, being the User and their Agents, and Related Third Parties expects, that is why a proof of concept is mandatory.

Permitted Purposes: In addition to the intended Use by the User of System1A, the User expressly permits, as part of the permitted purpose as it relates to confidentiality and non-disclosure of information both implied or in a written agreement, System1A to:

Analyze the User’s data strictly within the Platform, for the purposes of providing the User with support, optimizing processes, better insights, additional reporting outputs and identifying further value adds and service offerings.

Rate Users and their Related Third Party’s data activity patterns to provide risk measurement analytics of Related Third Party’s across all Users within the Platform to provide value added services to Users.

Leverage its’ Platform to market to and communicate with User’s Third Parties including but not limited to Free Trial Offers, About System1A, Benefits Content, Rewards Incentives, Programs and Opt-in Value Added Newsletters detailing industry insights & trends.

Leverage its’ Platform to market to and communicate with User’s Agents including but not limited to Message Boards, Videos, Rewards Incentives, Programs, Emailed Notifications and Emailed Value Added Newsletters detailing industry insights & trends.

All these Permitted Purposes are managed in a manner that does not compromise the User’s interests, in addition to complying with all privacy acts and legislative compliance requirements.

System1A wholly owns the outcomes of all these Permitted Purposes as part of its intellectual property rights.

Amendments: At any stage, System1A is at liberty to amend, alter, add to or in any other way change the terms of this Agreement for any purpose that System1A may deem fit. Notice of such change shall be publicized in the “Latest Revision” section in this Terms of Agreement, which is available on the System1A website at www.system1a.com/terms.php. It is recommended that Users, their Agents and or their Related Third Party’s access the abovementioned section at regular intervals to ascertain whether any changes have been made.

Payment Terms: The User is responsible to ensure that payment is made for the correct amounts within the required times, as communicated verbally or in writing (by email, invoice, statement, letter and document) by System1A. System1A has at its sole discretion the right to suspend, deactivate or terminate the services at any time and without notice should the User not comply with the payment terms. Further System1A is not liable for any losses, damage, effect or implication to the User what so ever as the result of such action, and at its sole discretion on receipt of all outstanding payment to either terminate or reinstate the service.

Termination: System1A reserves the right to terminate the System1A service, without recourse or liability, provided to a client of System1A being the User and their Agents account without notice should any of the terms of this agreement be violated by a User or their Agents. System1A also reserves the right to temporarily suspend or terminate the System1A service to a Related Third Party of the User and their Agents without notice should any of the terms of this agreement be violated by a Related Third Party or where it is not in System1A’s interest, for any reason what so ever, to continue providing the System1A service to a Related Third Party. The Related Third Party will have no claim against System1A what so ever for any costs they may have incurred during the service and or as a result of the temporary suspension or termination of the service.

In no event will any form of termination relieve the User, the client, and their Agents of their obligation to pay any fees payable to System1A for the period prior to the effective date of termination. Further both System1A and the User, the client, has the right, at their sole discretion, to terminate the System1A service provided to the client, being the User and their Agents, for any reason what so ever, by providing one calendar months written notice to the other party, except in the case where a fixed term contract has been entered into between System1A, the User and their Agents. The client, the User and their Agents, will have no claim or rights to any amounts already paid to System1A, including but not limited to setup and monthly fees, and will still be obligated to pay any fees payable to System1A for the period prior to the effective date of termination. The User, their Agents and Related Third Parties will have no claim against System1A what so ever for any costs they may have incurred during the service and or as a result of the termination of the service. System1A is not liable for any losses to the User, their Agents and Related Third Parties what so ever on termination of the service by either party. On notice of termination by System1A, the User, the Client, or their Agents the mailshot feature will immediately be deactivated.

Disputes: The interpretation, construction and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of South Africa and you hereby submit to the non-exclusive jurisdiction of the High Court of South Africa (Witwatersrand Local Division). The said laws and jurisdiction shall prevail should any dispute, claim or litigation arise between yourself and System1A. Should a Third Party or Other party institute a claim against System1A arising from any action on a User, their Agents and or their Related Third Party’s part or any Content or Information emanating from a User, their Agents and or their Related Third Party’s, the User and their Agents will indemnify and hold System1A harmless from and against any damages, losses, expenses or penalties of any kind whatsoever. Such indemnity shall include all legal fees and costs of any nature that might have been incurred as a result of such claim.

Limitation of System1A’s responsibilities: System1A strives to ensure that the System1A website, Applications and Platform is always available, bug-free and safe but cannot be held liable should this not be case either as a direct result of System1A’s actions or of any cause outside System1A’s control. System1A, its directors, members, officers, employees, equity holders or authorized agents, individually or collectively, do not guarantee the safety and security of the website and cannot be held liable in any way for the actions, Content, Information or data of all parties. The abovementioned entities cannot be held liable in any way whatsoever for any claims or damages arising from any claim a User, their Agents and or their Related Third Party’s may have against any Other Third Party. The System1A website is made available as it stands without any express or implied warranties, inter alia but not limited to, implied warranties of marketability, efficacy for a specific purpose and non-infringement.

Disclaimer: Although System1A endeavors to be at all times complaint with acts such as the ECT (Electronic Communications and Transactions Act) and the POPI (Protection of Personal Information Act), protect Information and Content by making use of security practices, products and services such as a firewalls, employ trustworthy, reliable and competent individuals who abide by System1A’s confidentiality and privacy policies, and report, based on the country’s laws any suspicious activity, neither System1A nor any of its agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use this website, Platform or the services, information or content provided from and through this web site and or it’s Platform. Furthermore, System1A makes no representations or warranties, implied or otherwise, that, amongst others, the Content and technology available from this web site, service or Platform are free from errors or omissions or that the service will be 100% uninterrupted and error free. Users, their Agents and their Related Third Parties are encouraged to report any possible malfunctions and errors to System1A by emailing support@system1a.com. It is the sole responsibility of the Users, their Agents and their Related Third Parties to satisfy themselves prior to entering into this agreement with System1A that the service available from and through this web site, services and Platform will meet their individual requirements. Neither System1A nor any of its agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use any services on this web site or Platform. System1A is not responsible for, nor does it identify with, any postings of any content via the System1A website, service or Platform.

Mergers, acquisitions and sale of assets or equity: In the event of a sale of partial or the entire equity or assets of System1A or a name change or in the event of an acquisition by another party of System1A or in the event of a merger of System1A with another entity, the rights, obligations and privileges conferred on System1A by this Agreement are freely assignable by System1A to another party by operation of law or otherwise.

General: Should any clause or part thereof of this Agreement prove to be unenforceable, all the other clauses and parts thereof will remain in full force and effect. Failure by omission or intent by System1A to enforce any clause or part thereof of this Agreement shall in no way be construed as a waiver of System1A’s rights and privileges. Any amendment to, concession under or waiver of any clause or part thereof of this Agreement must be in writing and signed by a duly authorized representative of System1A. You are precluded from transferring any rights or obligations conferred on you by this Agreement to any Related or Other Third Party without the express consent in writing of System1A. This Agreement does not confer, neither explicitly nor implicitly, any beneficiary rights on any Other party. Without exception and at all times you will comply with all applicable laws when accessing the System1A website, Applications, services and Platform.

Latest Revision: The most recent revision of this Terms of Agreement document was on the 04-06-2021. Any queries related to these additions, deletions, modifications or changes can be sent to support@system1a.com