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PrysWys Terms and Conditions of Service

PRYSWYS TERMS OF SERVICE

Swift Livestock (Pty) Ltd (“PrysWys” or “we”) offers users (“Users” or “You”) various software applications and services, including but not limited to the “PrysWys” application. These Terms of Service and the PrysWys Privacy Policy (the “Terms”) will govern Your use of PrysWys’s software applications, websites, tools or other services and features provided by PrysWys from time to time (collectively “Services”). By accessing or using any of the Services, You agree to be bound by these Terms. Where other third-party services are made available as part of our Services, then the respective third-party terms of service and privacy policy shall apply to any such use by You. Certain features of the Services may be subject to additional guidelines, terms or rules, which will be posted in or on the Services in connection with such features. All such additional terms, guidelines and rules are incorporated by reference into these Terms.

1. PERSONAL INFORMATION

We are firmly committed to the security and protection of personal information of our Users and the Services. The PrysWys Privacy Policy describes how we collect, use, share and process personal information and You acknowledge and agree that PrysWys may collect, use, share and process personal information as described therein.

2. GRANT OF RIGHTS

Except as otherwise agreed separately in writing between us, PrysWys grants You a personal, non-exclusive, non-transferable and limited right to use the Services for Your own personal, non-commercial use. You are not allowed to use the PrysWys Services on any device that You do not own or control. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the PrysWys software applications, 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 expressly permitted by these Terms or may be permitted by the licensing terms governing use of any open source components included in the PrysWys software applications).

You are not granted any right to use PrysWys’s name, trademarks or other commercial symbols. All rights not expressly granted to You under these Terms shall be retained by PrysWys. In case You wish to use any part of the Services as a part of Your own application or modify any part of the Services, such use is subject to PrysWys’s prior written approval and that You enter into a separate license agreement with PrysWys.

3. SUPPORT

PrysWys strives to provide adequate and efficient technical support, upgrades and updates for the Services. PrysWys shall, however, not be under any obligation to provide support or maintenance for the Services under these Terms and reserves the right to limit or discontinue the support, upgrades and updates provided from time to time.

4. USER OBLIGATIONS AND RESTRICTIONS

You guarantee that any information and other content, such as Your profile information and information regarding the contacts provided to us, that You may share with PrysWys as a User of the Services (together “Content”), to the best of Your knowledge, is correct, not in violation of applicable law, will not corrupt or disrupt the Services, and that you have the right to share the Content with PrysWys in order for PrysWys to provide the Services to you.

You agree not to use the Services, Content or information to attempt to circumvent the regular operation of the Services, or reduce the fees or consideration that we may derive from the Services by any means including by creating multiple accounts, redirecting traffic, following other fraudulent or deceptive practices, creating a parallel repository thereof, or seeking to by-pass the Services or compete with us. Scraping of any information contained in the Services, by use of automated systems or software to extract data, including any Content and any third party information accessible via the Services, is strictly prohibited.

You may not use the Services or the Content in any way, which is illegal, harmful, or may be considered offensive by PrysWys, other Users or third parties. You agree not to exploit the Services or the Content in any unauthorized way whatsoever, including but not limited to, trespassing or burdening network capacity. You further agree not to use our Services or Content in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and You acknowledge and agree that PrysWys is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using the Services.

Notwithstanding the provisions contained in our Privacy Policy or elsewhere in our Terms, You acknowledge that information You provide to Us shall form part of PrysWys’s infrastructure and Services. In exercising Your right to retrieve and delete such information You acknowledge that PrysWys may retain a copy of such information for security purposes and infrastructure maintenance. You further acknowledge that access to the information You provide to us does not entitle You to access, view or obtain a copy of PrysWys’s information infrastructure notwithstanding that a portion of that infrastructure may comprise of information You have provided to us.

5. PROPRIETARY RIGHTS

The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. PrysWys and its licensors shall retain ownership in and to the Services and to all related intellectual property rights, including without limitation copyrights, trademarks, trade names, database rights and patents. You are granted only a limited right to use the Services subject to these Terms and no intellectual property rights are or will deemed to be transferred or licensed to You except as contemplated herein.

6. CONTENT

You are solely liable for any content that You post or communicate directly in or on the Services and You agree to only post or communicate content that:

is true and not false or misleading;

is not likely to be deemed threatening, disparaging, defamatory, pornographic, racially or ethnically offensive, discriminatory, insulting, slanderous or otherwise illegal or inappropriate;

belongs to You, or which You have a right to distribute; does not constitute an infringement of the intellectual property or privacy rights of any third party;

does not constitute information that you are not legally entitled to distribute (such as insider information or confidential information);

does not contain any unsolicited or unauthorised advertising, promotional material, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation; and

does not contain software virus or any other technology that may harm the Services, or the interests or property of our Services or the other Users of the Services.is accurate, fair, and is not disparaging of us, the Services or other Users. Further, You agree to be fair, accurate and non-disparaging while reporting numbers, leaving comments, suggestions, feedback, testimonials and reviews on or about the Services.

PrysWys appreciates the opportunity to be notified of any objectionable user generated content posted or communicated by a User directly in or on the Services. Please contact us at hello@pryswys.com to report any objectionable user generated content. PrysWys hereby reserves the right in its absolute discretion to remove any content from the Services.

7. THIRD PARTY CONTENT

The Services may contain links to external content provided by third party websites and services. Such third-party content, websites and services may be subject to the respective third-party terms and conditions and PrysWys will not be liable for any such third-party content, websites or services.

8. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRYSWYS MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE SERVICES ARE PROVIDED “AS IS” AND YOU AGREE THAT THE SERVICES ARE USED AT YOUR OWN RISK.

You understand and acknowledge that the Services may be unavailable from time to time and that PrysWys will not be liable for Your inability to use the Services for whatever reason.

PrysWys makes no warranty or representation that the Services are available for use in any particular location. To the extent You choose to access and use the Services, You do so at Your own initiative and are responsible for compliance with any applicable laws in connection with such access and use of the Services.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT PRYSWYS SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, DATA AND GOODWILL, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE CONTENT, even if advised of the possibility of such damages. In particular, and without limitation, PrysWys shall have no liability for any information stored or processed within the Services, including the costs of recovering such information. Your only right or remedy with respect to any problems or dissatisfaction with the Services, is to uninstall the PrysWys applications and cease to use the Services.

PRYSWYS SHALL NOT BE LIABLE FOR THE VALIDITY, RELIABILITY OR CORRECTNESS OF THE CONTENT AND INFORMATION PROVIDED THROUGH AND IN CONNECTION WITH USE OF THE SERVICES. ANY USE OF THE CONTENT AND INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK.

Nothing in these Terms shall limit or exclude our liability for any liability that mandatorily cannot be limited or excluded by law.

10. FEES

You agree to pay us the applicable fees (“PrysWys Fees”) and taxes in accordance with the billing terms, based on the platform You are using, which are incorporated herein by reference. You will be charged the applicable fees and taxes during the subscription period unless You cancel the Paid Service, in which case You agree to pay a reasonable cancellation fee for the applicable subscription period. We may change the PrysWys Fees from time to time by posting the changes in or on the Services or by notifying You in advance. All fees are, except as otherwise expressly provided herein or as required by applicable law, non-refundable. Failure to pay these fees may result in suspension or termination of Your Service or subscription.

Depending on what platform You are using, prepaid fees for the Services may be connected to Your device as well as its phone number. Therefore, in some cases, if You change the device or its SIM-card, You cannot transfer the balance to a new device or SIM-card and no refund will be available in such cases.

You acknowledge that You are fully responsible for the Internet connection and/or mobile charges that You may incur for using our Services. Please consult Your carrier, mobile operator, etc. for further information.

We reserve the right to suspend or terminate Your Services for any reason whatsoever, including but not limited to Your failure to pay for the Services in accordance with the billing terms. We reserve further, the right to recover from You any costs or fees including attorneys fees we have incurred as a result of Your failure to comply with the billing terms. Should You fail to provide us due and proper notice of Your cancellation of the billing terms, You will be liable for the remainder of the billing period notwithstanding Your services being suspended.

11. TERMINATION

Your right to use the Services is subject to a one-month free trial whereafter You will be debited for the Services we provide to You in accordance with the billing terms. Notwithstanding updated to our billing terms from time-to-time, the Services we provide to You are subject to a 12-month contract which, in the absence of cancellation, shall continue on a month-by-month basis.

You shall be entitled to cancel the Services we provide to You without the accrual of a cancellation penalty if You provide notice of cancellation within the first 3 months of Your use of our Services. The use of our Services shall be calculated as inclusive of Your one -month trial constituting Your first month of use of our Services. Notwithstanding the provisions contained above, You are entitled to cancel use of the Services at any time by providing thirty (30) days’ advance notice in writing, whereafter You shall be charged 80% of the value of the outstanding billing period. You expressly agree and acknowledge that the cancellation fee is fair and reasonable.

Provisions of sections Disclaimer of Warranties, Limitation of Liability, Termination, Fees and Governing Law shall survive any termination of these Terms.

12. ASSIGNMENT

PrysWys reserves the right, at its own discretion, to freely assign and transfer the rights and obligations under these Terms to any third party.

13. ADDITIONAL TERMS AND CHANGES

PrysWys may change the Services at any time, such as by adding or removing features or discontinuing the Services. PrysWys also reserves the right to modify these Terms at any time by providing revised Terms to the User or by publishing the revised Terms within the Services. In case of material changes, the User shall always be notified thereof and provided the option to immediately terminate the Services. The revised Terms shall become effective upon such publishing or notification to the User. You will always find the latest version of these Terms at https://www.pryswys.com/legal Any continued use by You of the Services following publication or notification of revised Terms shall constitute Your acceptance to the revised Terms.

14. GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of South Africa. You agree that any legal action or proceedings may be brought exclusively in the competent courts/tribunals having jurisdiction in Cape Town and both PrysWys and You irrevocably submit to the jurisdiction of such courts/tribunals.

LICENSEE TERMS OF SERVICE FOR THE USE OF WHITE-LABELLED SOFTWARE

Swift Livestock (Pty) Ltd t/a PrysWys and / or SwiftVEE and / or Swift Auctions hereinafter referred to as “Swift Livestock”

1. Software. This Swift Livestock Software ("Software") is licensed, not sold, on the terms set forth below

2. License. Subject to the terms below, you have a nonexclusive license to use the Software.

3. 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.

4. Intellectual Property and other Rights. Swift Livestock remains the sole owner of all right, title, and interest in the Software, including without limitation all patent, trademark, copyright and other intellectual property rights. Swift Livestock reserves all rights to the Software not granted under these Licensee Terms of Use.

5. Your Content. Swift Livestock does not own any of the data or other content that you may use in connection with the Software.

6. Restrictions. Unless permitted in these terms, you must not:

(i) modify, port, adapt, or translate the Software;

(ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software;

(iii) circumvent technological measures intended to control access to the Software or (ii) develop, distribute, or use with the Software, products that circumvent the technological measures; or

(iv) rent, lease, sell, sublicense, assign, or transfer your rights in the Software, or authorize any portion of the Software to be copied onto a device owned by another person or entity.

7. Misuse. You must not misuse the Software. For example, you must not:

(a) copy, modify, host, sublicense, or resell the Software except as expressly permitted in these terms;

(b) enable or allow others to use the Software using your account information;

(c) use Software to construct any kind of database other than the database that is part of the Software;

(d) access or attempt to access the Software by any means other than the interface provided with the Software;

(e) circumvent any access or use restrictions put into place to prevent certain uses of the Software;

(f) Share content or engage in behaviour that violates anyone’s Intellectual Property Rights (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);

(g) Share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;

(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(i) use the Software to engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;

(j) market or advertise any products or services through the Software other than real and personal property to be sold at auction;

(k) use any data mining or similar data gathering and extraction methods in connection with the Software; or

(l) violate any applicable law through use of the Software.

8. Your Warranty. By uploading your content to the internet through use of the Software, you agree that you have all necessary licenses and permissions, to use and share your content.

9. Indemnification. You will indemnify Swift Livestock and its members and employees from and against any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Software, or your violation of these Terms of Use.

10. Disclaimer of Warranties. The Software is provided “AS-IS.” To the maximum extent permitted by law, Swift Livestock disclaims all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Swift Livestock makes no commitments about the content within the Software. We further disclaim any warranty that (a) the Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Software will be effective, accurate, or reliable; (c) the quality of the Software will meet your expectations; (d) the Software will be compatible with your other software products or hardware; or that (d) any errors or defects in the Software will be corrected. We specifically disclaim any liability for any actions resulting from your use of any Software. You may use the Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Software.

11. Limitation of Liability. Swift Livestock is not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury. Swift Livestock's total liability in any matter arising out of or related to these terms is limited to the entire contract value as stipulated in the Supplier Agreement.

12. Termination by You. You may stop using the Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

13. Termination by Swift Livestock. Swift Livestock may at any time terminate these terms with you if:

(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);

(b) you fail to make the timely payment of fees for the Software, if any;

(c) Swift Livestock is required to do so by law (for example, where the provision of the Software to you is, or becomes, unlawful);

(d) Swift Livestock elects to discontinue the Software, in whole or in part; or

(e) there has been an extended period of inactivity in your account.

14. Specific Software Terms Related to Auctions.

(a) By using the Software to receive bids on auctions, you acknowledge that you have reviewed the Terms of Use that apply to the software application that allows bidders to place bids, and that you are in agreement with all such terms. You further acknowledge that the Terms of Use for the Software Application may change from time to time, in which case the version that is in effect on the date of any given auction is the version that controls.

(b) You are responsible for notifying bidders of Terms and Conditions that apply to any given auction that are in addition to the Terms and Conditions that Swift Livestock has in place for bidders use of the Software Application that allows them to place bids.

(c) Before using the Software for an auction, you are responsible for insuring that the Software Application functions with the Software in a manner that is satisfactory to you for conducting the auction. If you have any concerns that the Software Application or the Software may not function properly, then you must take such measures as you deem appropriate to allow bidders to participate. In no event will Swift Livestock be responsible for making alternate arrangements for bids to be made or received.

15. Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without Swift Livestock's written consent. Swift Livestock may transfer or assign its rights under these terms to a third party.

16. Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

17. No Waiver. Swift Livestock's failure to enforce or exercise any of these terms is not a waiver of that term in the event of a subsequent violation by you.

18. Governing Law. These terms are governed in accordance with the laws of the Republic of South Africa.