IMPORTANT!
BY READING THIS "PARALLEL SOFTWARE (PROPRIETARY) LIMITED REG. NO. 2007/001777/07" ("PARALLEL SOFTWARE") SERVICE AGREEMENT (THE "AGREEMENT"), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE PLACEMENT PARTNER ON-LINE SERVICE (THE "SERVICE"). THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SERVICE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE THE SERVICE.

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Welcome

As part of the Service, Parallel Software will provide you with use of the Placement Partner system, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement.


Charges and Payment of Fees

You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Parallel Software charges and collects in advance for use of the Service. Parallel Software will automatically renew your subscription and issue an invoice to you on a monthly basis. The renewal charge will be equal to the then-current number of total licences times the then-current licence fee in effect at the time of renewal. Licences added or subtracted during a billing period will be billed on a pro rata basis. Charges will be based on the number of licences contracted for, whether or not such licences are actively used. Fees for other services will be charged on an as-quoted basis. Parallel Software reserves the right to change the fees, applicable charges and usage policies and to introduce new charges before 1 March of each year, upon at least 30 days prior notice to you, which notice may be provided by e-mail or prominently displayed on the website. Annual fee increases will be in line with the prevailing inflation index. Invoices will be generated at the start of a licence or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Your account will be considered delinquent (in arrears) if payment in full is not received by the licence or billing period start date. You agree to provide Parallel Software with complete and accurate billing and contact information. This information includes your legal company name, company VAT number, street address, e-mail address, and name and telephone number of an authorised billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Parallel Software reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe that you have been incorrectly billed by Parallel Software, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.


Non-Payment

In addition to any other rights granted to Parallel Software herein, Parallel Software reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your licences during any period of suspension. If you or Parallel Software initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Parallel Software may bill you for such unpaid fees.


Non-Transferable licence

Parallel Software grants to you a personal, non-exclusive, non-transferable licence to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the "Content") solely for your own internal business purposes. All rights not expressly granted herein by Parallel Software to you are reserved by Parallel Software and/or its licensors.


Restrictions

You are permitted to store, manipulate, analyse, reformat, print, and display the Content only for your internal business use. Unauthorised use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You shall not copy, licence, sell, transfer, make available, distribute, or assign this licence or the Content to any third-party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device. You are advised to consult with your broker or P.O.Box 9920 Centurion 0046 Parallel Software (Pty) Ltd www.placementpartner.co.za Tel: +27 12 345 1495 Fax: 0866 025 472 other financial representative to verify pricing information prior to the execution of any security trade based upon the Content.


Third-Party Interaction

In your use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Parallel Software and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.


Links to Third-Party Sites

Parallel Software does not endorse any sites on the Internet which are linked through the Service. Parallel Software is providing these links to you only as a matter of convenience, and in no event shall Parallel Software or its licensors be responsible for any content, products, or other materials on or available from such sites.


User Accounts

A user account is required to access the Service and may be accessed and used only by those authorised individuals who are registered with Parallel Software. To open a user account, you or your company must complete the registration process by providing Parallel Software with current, complete and accurate information as prompted by the registration form. In registering for the Service, you and your company's users agree to submit accurate, current and complete information about you and your organisation, and promptly update such information. Should Parallel Software suspect that such information is untrue, inaccurate, not current or incomplete, Parallel Software has the right to suspend or terminate your use of the Service. You must choose a personal, non-transferable password. User accounts cannot be "shared" or used by more than one individual. User licences can be transferred to a new user only if a previous user becomes inactive and is unable to access the Service.


User Responsibilities

You are solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify Parallel Software immediately of any unauthorised use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. Parallel Software and its licensors shall not be responsible, except in the case of negligence on Parallel Software's part, for (i) any unauthorised access to, or alteration of, your transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by Parallel Software, (ii) any transactions entered into through the Service, or (iii) any failure by you to abide by this Agreement.


Account Information & Data

Parallel Software does not own any data, information or material that you submit to the Service ("Data"), unless we specifically tell you otherwise before you submit it. Parallel Software will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement or as may be required by law. Please be aware that Parallel Software does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personally identifying information and your IP address will not be transmitted with messages sent from your Placement Partner account. Parallel Software may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not Parallel Software, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and Parallel Software shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.


Server Maintenance and User Support

Parallel Software takes responsibility for all server maintenance and backup procedures. Backups are done on a daily basis and are intended for the recovery of the server in the case of a catastrophic event. Parallel Software will not provide online clients with an archiving or rollback service. Parallel Software cannot guarantee the continual uptime of the Placement Partner main server. In the event of downtime, Parallel Software will attempt to recover the service in the quickest possible time. Parallel Software cannot be held accountable for any loss in business due to server downtime. Parallel Software will offer all online clients telephonic and email support at no additional cost. This service is available 08:00am to 5:00pm on weekdays. Should there be a need for a consultant to go through to the client's premises, a call- out fee will be implemented.


User Conduct

You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service or information from the Service to: (a) send unsolicited or unauthorised email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or P.O.Box 9920 Centurion 0046 Parallel Software (Pty) Ltd www.placementpartner.co.za Tel: +27 12 345 1495 Fax: 0866 025 472 any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, immoral, libellous, abusive, harassing, tortuous, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other proprietary rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots; (f) interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user's use and enjoyment of the Service.


Termination/Reduction in Service Level

This Agreement is automatically renewable on a monthly basis unless either party requests termination or a change in service level prior to the commencement of the next period. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least one month in advance of the termination date. You will be billed for the period from the date you initiate the termination/reduction up to and including the date one month following the date you initiated the termination/reduction at the service level prior to such termination/reduction.


Termination for Cause

Any unauthorised access, use, copying, disclosure, distribution, or sublicensing by you or with your aid or consent of the Service or Content or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement. Parallel Software in its sole discretion may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.


Data Rights

Parallel Software reserves the right to withhold, remove and/or discard Data for any breach after 30 days notice, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Data immediately ceases, and Parallel Software shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third-party.

In the event that you terminate this Agreement (other than by reason of your breach), Parallel Software will make available to you a file of your Data within 30 days of termination if you so request at the time of your notification of termination.


Cookies

Cookies are files that your web browser places on your computer's hard drive and are used to tell us whether you have visited the Service previously. Placement Partner uses a persistent cookie to help save and retrieve usernames used on the Service. Placement Partner issues a session cookie only to record encrypted authentication information for the duration of a specific session.


Proprietary Rights

Except for the licences granted herein, you have no right, title or interest in or to Parallel Software, the Service or any Content of Parallel Software or its licensors, including, without limitation, documentation, stories, articles, text, images, and other multimedia data and all such right, title and interest shall remain exclusively with Parallel Software and its licensors, as applicable. Parallel Software and/or other Parallel Software products and services referenced herein are either trademarks or registered trademarks of Parallel Software. The names of other companies and products mentioned herein may be the trademarks of their respective owners.


Mutual Indemnification

You shall indemnify and hold Parallel Software, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any unauthorised or improper use of the Service or Content or any breach of this Agreement by you, and vice versa in the event of negligence on the part of Parallel Software. P.O.Box 9920 Centurion 0046 Parallel Software (Pty) Ltd www.placementpartner.co.za Tel: +27 12 345 1495 Fax: 0866 025 472


Warranties

(a) PARALLEL SOFTWARE WARRANTS THAT THE SERVICE PROVIDED WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONS DESCRIBED IN THE ONLINE PLACEMENT PARTNER HELP DOCUMENTATION UNDER NORMAL USE AND CIRCUMSTANCES.

(b) EXCEPT AS PROVIDED IN SUBSECTION (a) ABOVE:(I) PARALLEL SOFTWARE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT;(II) PARALLEL SOFTWARE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PARALLEL SOFTWARE AND ITS LICENSORS.


Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL EITHER PARTY'S LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS) OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), ARISING UNDER THIS AGREEMENT OR FROM PERFORMANCE THEREUNDER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT.


Submissions

Parallel Software alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Service ("Submissions") and you agree to assign such Submissions to Parallel Software free of charge. Parallel Software may use such Submissions as it deems appropriate in its sole discretion.


Notice

Parallel Software may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Placement Partner's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Placement Partner's account information. Such notice shall be deemed to have been given upon the expiration of 72 hours after mailing or posting (if sent by first class mail or pre-paid post) or 24 hours after sending (if sent by email). You may give notice to Parallel Software (such notice shall be deemed given when received by Parallel Software) at any time by any of the following: letter sent by confirmed facsimile to Parallel Software at the following fax numbers (whichever is appropriate): +27 (0)12 643 0331; letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to Parallel Software at the following address: Parallel Software, P.O.Box 9920, Centurion, 0046 P.O.Box 9920 Centurion 0046 Parallel Software (Pty) Ltd www.placementpartner.co.za Tel: +27 12 345 1495 Fax: 0866 025 472


Modification to Terms

Parallel Software reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.


Assignability

This Agreement may not be assigned by you without the prior written approval of Parallel Software but may be assigned by Parallel Software to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.


General

This Agreement shall be governed by the laws of the Republic of South Africa, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Republic of South Africa.

No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Parallel Software as a result of this agreement or use of the Service. The failure of Parallel Software to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Parallel Software in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Parallel Software and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.



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