Terms and Conditions of Service for White Label Licensees

1. Agreement

1.1. The “SwiftAuctions” mobile application (the “App”) powered by SwiftAuctions allows for users to bid online on various auctions as described by the App (the “Services”).

1.2. This end user license agreement (the “EULA”) governs your use of the App, along with the various SMS Technology, Skins, Templates, Information, Data, Billing System, Reports, Notifications, and Comments including any modifications or updates to it. By downloading, installing, or using the App, or in any manner indicating your agreement to these terms, you become bound by the terms of this EULA, which is entered into between you (the user of the App) and us, Masipa Swift Consulting (Pty) Ltd.

1.3. You will probably download this App to your mobile device (“Device”) from a third-party mobile app store (the “Store”). This EULA and your use of the App are both subject to any conditions imposed on you from time to time by the Store in accessing and downloading the App.

1.4. We may release new versions of the App from time to time. You must download the new version in order to continue to make use of the Services.

2. License

2.1. We grant to you a non-transferable license to use the App on any Device that you own or control for the sole purpose of accessing the Services. If the Store that you download the App from is operated by Apple Inc., then the license is limited to use the App on an iPhone, iPod touch, iPad or other device using a version of the iOS operating system.

2.2. This license does not allow you to use the App on any Device that you do not own or control, and you may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App). Any attempt to do so is a violation our rights and the rights of our licensors.

2.3. We may change the terms of this EULA at any time, and will display the new EULA for acceptance the next time you access the App. If you do not accept the amended EULA, this EULA will automatically terminate (see clause 6.1).

3. Registration and Creation of Account

3.1. As a new user you will need to register with us before you can use the Services. To complete the registration process you will need to register on the App by verifying your email address, completing the registration form, accepting this EULA and all related Terms and Conditions and Policies. You undertake to provide us with accurate information and to keep this information updated and accurate at all times.

3.2. You must keep usernames and passwords safe to ensure that only you can use the App. You agree that usernames and passwords are issued for individual users only and that you must not share this information with anyone else.

4. Personal Information and Privacy

4.1. You consent to the use of your personal information as described in our Privacy Policy which you can view here.

5. Payment

5.1. There is no charge for registering an account.

6. Term, Termination and Suspension of Services

6.1. This EULA will remain in force until terminated either by you or by us. Your rights under this EULA will terminate automatically without notice from us if you fail to comply with any term(s) of this EULA. Upon termination of the EULA, you must cease all use of the App, and destroy all copies, full or partial, of the App. We reserve the right, and in our sole discretion, at any time and for any reason, to:

6.1.1. Automatically terminate your license to use the App if you fail to comply with any of the terms and conditions set forth in this EULA; or

6.1.2. Remove or disable access to all or any portion of the App; or

6.1.3. Suspend your access to or use of all or any portion of the App.

7. Third Party Content and Services

7.1. The App may allow access to websites or other applications owned and / or operated by third parties. We are not responsible for the content from such sources, and do not endorse or approve the contents thereof.

7.2. You agree to use the App at your sole risk in this regard and we consequently are not responsible for and do not accept any liability in connection with any third party material that may be accessible via the App (regardless of whether or not we have permitted access to the material). Specifically the App may make use of third party mapping data, and we take no responsibility for its accuracy.

7.3. If you access such material you undertake not to infringe any intellectual property rights relating to it, whether by making reproductions, derivative works or otherwise.

8. Consent to Use of Technical Data

8.1. You agree that we may collect and use technical data and related information, including but not limited to technical information about your Device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the App. We may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

9. Collection of Location Data (this can be disabled)

9.1. We may make use of location data sent from your device. You can turn off this functionality at any time by turning off the location services settings for the App on your Device. If you use this functionality, you consent to the transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based products and services. You may stop us from collecting such data at any time by turning off the location services settings on your device or on the App.

10. Acceptable Use Restrictions

You must:

10.1. not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App or any operating system;

10.2. not infringe our intellectual property rights or those of any third party in relation to your use of the App;

10.3. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App;

10.4. follow the Republic of South Africa and international laws regarding transmitting data and you will not attempt to gain access to our computer system or any other computer systems without the necessary authorisation;

10.5. not use the App in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other Users; and

10.6. not collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers.

10.7. Interfere with or disrupt networks connected to the service or violate the regulations, policies or procedures of such networks or with another member's use and enjoyment of the service or another individual or entity's use and enjoyment of similar services

10.8. Attempt to gain unauthorized access to the service, other accounts, computer systems or networks connected to the service, through password mining or any other means.

11. Downtime and Maintenance

11.1. Your access to and use of the App may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the App for any reason;

11.2. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the App at any time, on a system-wide basis for scheduled downtime to permit us to conduct maintenance or make modifications to any part of the App;

11.3. In the event of a denial of service attack or other attack on the App or other event that we determine, in our sole discretion, may create a risk to the App, to you or to any of our other customers if your use of the App were not suspended; or

11.4. In the event that we determine that any Services or part thereof is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons

12. Relationship with the Store

12.1. This clause 12 only applies to you if the Store that you download the App from is operated by Apple Inc.

12.2. Both parties acknowledge that this EULA is entered into between them only, and that Apple Inc. is not a party to it. The Store is not responsible for the App or its content, and is not responsible for any support and maintenance of the App.

12.3. In the event of a failure of the App to conform to an applicable warranty, you may notify the Store, which may refund the App license fee to you (if one was paid). To the maximum extent permitted by applicable law, the Store will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility (subject to the other provisions of this EULA).

12.4. Both parties acknowledge that we, and not the Store, are responsible for addressing any of your claims or any third party relating to the App or your possession and/or use of the App including, but not limited to, (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

12.5. Both parties acknowledge that if there is any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we, and not the Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

12.6. Both parties acknowledge and agree that this EULA operates as a contract for the benefit of a third party in favour of the Store and its subsidiaries, insofar as the provisions of this EULA create rights in favour of the Store. The Store will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third-party beneficiary thereof.

13. Identity and Contact Details

13.1. Your identity and addresses where you will accept service of any notices or other communications under this EULA is as per the information that you provide to us when registering the App.

13.2. Our identity and addresses where we will accept service of any notices or other communications (including queries and complaints) under this EULA are:

Name: Masipa Swift (Pty) Ltd Address: Unit 101, Mason’s Press, 7 Ravencraigs Road, Woodstock, 7925 Telephone number: 064 032 4839 Email address: hello@swiftvee.com

14. Intellectual Property

14.1. All intellectual property rights in the App throughout the world belong to us and the rights in the App and are licensed (not sold) to you. You have no intellectual property rights in, or to, the App other than the right to use the App in accordance with these terms.

15. No Warranty

15.1. Save as expressly set out in this EULA and to the maximum extent permitted by law, we make no representations and give no warranties or guarantees of any nature whatsoever in respect of the App, which is provided on an “as is” and “reasonable effort” basis, and all warranties, whether statutory or which are implied or residual or at common law are hereby expressly excluded. Should the App prove defective, you assume the entire cost of all necessary servicing, repair or correction.

16. No Obligations

16.1 We have no obligation to monitor the Service or any user's use thereof or retain the content of any user session. However, we reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy the everyday running or any applicable law, regulation, legal process or governmental request.

17. Limitation of Liability

17.1. We are not liable for any loss or damages of whatsoever nature and howsoever arising including direct and indirect, consequential, aggravated, special or incidental loss or damages which will include but will not be limited to loss of property, data, profit, business, goodwill, revenue or anticipated savings) or any costs (including legal costs on the scale as between attorney and own client and any additional legal costs), claims or demands of whatsoever nature and howsoever arising, whether out of breach of express or implied warranty, breach of contract, misrepresentation, negligence, strict or vicarious liability, in delict or otherwise, and whether either party anticipates the damage or not, and whether arising from or relating to this EULA, the Services or otherwise. In particular you must exercise proper care, and we cannot be held liable for any loss arising from your reliance on mapping or location data should this prove to be inaccurate or misleading.

18. Indemnification

18.1 You agree to indemnify and hold SwiftAuctions, its parent companies, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the service.

19. Participation in promotions of advertisers

19.1 Any dealings with advertisers on the service or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. We shall not be responsible or liable for any part of any such dealings or promotions.

20. Interpretation & General

20.1. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this agreement or use of the service.

20.2. This EULA is the whole of the agreement between the parties, and no document or statement not mentioned above will form part of it.

20.3. The laws of the Republic of South Africa will apply to this EULA, its interpretation and any matter or litigation relating to or arising from it, and the parties consent to the jurisdiction of the courts of Republic of South Africa in this regard.

20.4. For the avoidance of doubt, any provision of this EULA that anticipates any right or duty extending beyond the termination or expiry of this EULA will survive the termination or expiry of this EULA and continue in full force and effect.

20.5. If one party chooses not to enforce any part of this EULA, that does not mean that the party cannot enforce that part at a later time. If any part of the EULA is found to be unenforceable, the rest will still be enforceable.

20.6. If a provision of this EULA is reasonably capable of an interpretation which would make that provision valid and enforceable and an alternative interpretation that would make it void, illegal, invalid or otherwise unenforceable, then that provision shall be interpreted, so far as is possible, to be limited and read down to the extent necessary to make it valid and enforceable.

20.7. In the event that any part of this EULA is found to be partially or fully unenforceable because it does not comply with any law, or for any other reason, this will not affect the application or enforceability of the remainder of this EULA.