Terms and Conditions

1. RECITAL

WHEREAS IMGN Technologies is an authorised supplier of third party cloud based services and products; and

WHEREAS the Customer wishes to appoint IMGN Technologies as its supplier, of cloud based services and products;

NOW THEREFORE in consideration of the mutual covenants contained in this Agreement, and for good and valuable consideration, IMGN Technologies and the Customer agree on the terms and conditions outlined in this Agreement.

2. DEFINITIONS

2.1. Accounts: means an account enabling Customer’s Users to access and use the Online Products;

2.2. Acceptable Use Policy: means the Third Party Service Provider’s acceptable use policy applicable to Users and/or Customers, purchasing, accessing and/or using its Online Products, which may be changed, modified and amended, with or without notice in the sole discretion of the Third Party Service Provider;

2.3. Agreement: means this cloud solutions agreement and all terms and conditions outlined herein, including all annexures thereto;

2.4. Applicable Laws: shall mean all relevant statutes, subordinate legislation, common law, regulations, ordinances, by laws, directives, codes of practice, circulars, guidance or practice notices, judgments, decisions, standards and similar

provisions which are prescribed, adopted, made, published or enforced by any competent court or regulatory or other authority, or any local, provincial or national governmental authority, body or department or any inter-governmental or supra national organisation or any self-regulatory authority, body or organisation; and compliance with which is (or was or will be, at the relevant time referred to in this Agreement) mandatory for that Party, as the case may be;

2.5. Consumption Based Products: means cloud based products for which Customer is billed based on actual usage of the product;

2.6. Customer: means any individual/s or entity that purchases or subscribes to the Online Products in the regular course of its business or for personal use, and not for resale or sublicensing by such individual or entity.

2.7. Data: means all data, works and materials uploaded to or stored by the Customer to an Online Product or exclusively generated by an Online Product as a result of the use of the Online Product by the Customer.

2.8. Effective Date: means the earlier date of subscription and/or consumption by a User or the date of last signature of this Agreement;

2.9. Fees: means the fees payable by the Customer to IMGN Technologies for any Online Products and/or Support Services that are accessed and/or used and/or consumed by the Customer.

2.10. IMGN Technologies: means IMGN Technologies (Pty) Ltd. t/a imagineIT, registration number: 2015/026469/07, a private company duly incorporated in terms of the laws of the Republic of South Africa with its registered address being 18 Gondolier Lane, Somerset West, Croydon, 7530.

2.11. Online Products: means any of the Third Party Service Provider’s online services and/or cloud based products subscribed to and/or purchased by Customer from IMGN Technologies as outlined in this Agreement, including but not limited to Subscription Based Products and Consumption Based Products.

2.12. Product Terms: means in relation to the Online Products, the documentation provided by the Third Party Service Provider including but not limited to operating manuals, user instructions, technical literature and all other related materials in any form or medium, which describe the capabilities and functionality of the Online Products. This will include any applicable warranties and/or guarantees in respect to the Online Products provided to the Customer by the Third Party Service Provider and detail the applicable refund and/or return policy of the Third Party Service Provider, which may be changed, modified and amended, with or without notice in the sole discretion of the Third Party Service Provider;

2.13. Parties: means collectively IMGN Technologies and Customer and “Party” means any one of them as the context may require;

2.14. Report: means a report generated by IMGN Technologies from Customer’s use of Consumption Based Products;

2.15. SLA: means a separate service level agreement to be entered into by and between IMGN Technologies and  Customer that determines the agreed upon terms, conditions and service levels for any Support Services provided by IMGN Technologies.

2.16. Subscription Based Products: means a specific quantity of cloud offerings, to which Customer commits in advance to purchase for use during a pre-defined Subscription Term and for which Customer pays upfront or on a periodic basis.

2.17. Support Services: means non-cloud support services purchased or subscribed for by Customer and provided by IMGN Technologies (e.g. consulting, implementation, training, etc.);

2.18. Subscription Term: means the duration of a Subscription Based Product (e.g. 30 days, 12 months, etc.);

2.19. Third Party Service Provider/s: means a vendor Company that creates, develops, provides and operates Online Products.

2.20. Users: means one or more of the Customer’s officers, employees or personnel appointed as an authorised user of the Online Products

3. REPRESENTATION

3.1. Each Party hereby represents and warrants to the other Party the following:

Authority

3.1.1. Each Party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid and binding obligations of each Party.

No Conflicts

3.1.2. Neither the execution and delivery of this Agreement by the Party nor the consummation of the transactions contemplated hereby will violate or conflict with any obligation, contract or license of such Party which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby.

4. TERMS OF USE

4.1. All access to, licensing of and use of the Online Products are granted to the Users by the Third Party Service Provider, in accordance with the Product Terms, Acceptable Use Policy and Additional Terms, on a non-exclusive, non-transferable basis, for the internal business purposes of the Customer. The Customer and its Users, shall not use the Online Products for resale, distribution, leasing, rental, loaning, sales, sublicensing, the provision of services and/or otherwise.

    1.  All rights granted to the Customer under this Agreement is limited to such rights that are provided by the Third Party Service Providers, subject to the following limitations:

4.2.1. It is the Customer’s sole responsibility to ensure that the Customer and/or its Users understand and expressly agree that access to the Online Products is granted subject to the Customer complying with the Product Terms, Acceptable Use Policy and Additional Terms;

4.2.2. It is Customer’s sole responsibility to ensure that only authorised employees and personnel of the Customer make use of the Online Products i.e. all Fees incurred by an unauthorized user will be for the Customer’s account.;

4.2.3. The Customer may not allow Users to use the Online Products for more than the number of permitted users as prescribed by the Acceptable Use Policy, Product Terms and Additional Terms of the applicable Online Product.

4.2.4. The Customer must ensure that it does not assign its right to access and/or use the Online Products to third parties without first obtaining IMGN Technologies’s and/or the Third Party Service Provider’s prior written consent;

4.2.5. It is Customer’s sole responsibility to ensure that the Customer and/or its Users use of the Online Products in accordance with Third Party Service Provider’s Acceptable Use Policy and/or Product Terms and/or Additional Terms.

4.2.6. It is Customer’s sole responsibility for maintaining the confidentiality of any authentication credentials associated with Customer and/or its Users use of the Online Products. Customer shall implement reasonable security measures to ensure that no unauthorized employees, personnel or third parties gain access to the Online Products.

4.2.7. The Customer must promptly notify IMGN Technologies about any possible misuse of Customer Account(s) or authentication credentials or any security incident related to the Online Products. Notwithstanding the aforesaid, Customer takes full responsibility and liability for unauthorized access to and/or usage of the Online Products including, without limitation, access and usage of Online Products by unauthorized employees, personnel or third parties, through Customer Account(s);

4.2.8. The Customer and/or its Users may not copy, reverse engineer, disassemble, decompile, translate, or try to modify the Online Products or the source code of the Online Products;

4.2.9. The Customer must ensure that its Users will not access and/or use the Online Products:

4.2.9.1. In any way that causes or may cause damage to the Online Products; or

4.2.9.2. In any way that is unlawful, illegal, fraudulent or harmful.

5. THIRD PARTY SERVICE PROVIDERS

The Customer acknowledges and agrees that any Online Products purchased from IMGN Technologies pursuant to this Agreement is provided by Third Party Service Providers and these transactions are managed by IMGN Technologies. This Agreement contains the terms and conditions agreed to between the Customer and IMGN Technologies and/or the Third Party Service Provider, for the Customer’s access and/or use of the Online Products. Furthermore the Customer acknowledges that it has read, understood, and agrees to be bound by the Agreement, and any additional policies and future modifications, if any. If at any time the Customer does not agree to the terms and conditions applicable to its access and/or usage of the Online Products, the Customer must cease User’s access and/or use of the Online Products and terminate this Agreement, subject to all applicable Fees being paid in full. The Product Terms, Acceptable Policy and Additional Terms are prescribed by the Third Party Service Provider and may be amended in the Third Party Service Provider’s sole and absolute discretion. Any amendments, modifications and/or variations to Product Terms, Acceptable Policy and Additional Terms by the Third Party Service Provider are incorporated herein by reference.

6. SUPPORT SERVICES

Customer’s can purchase or subscribe for the Support Services from IMGN Technologies, which will be provided by IMGN Technologies. The Parties acknowledge that they will have to enter into a separate SLA for the Support Services.

7. PRICING AND PAYMENT FEES

7.1. All Fees in respect to the Online Products are determined by IMGN Technologies in its sole discretion, and is based on pricing provided by the Third Party Service Provider. The Fees are therefore subject to change, with or without notice, from time to time based on price changes effected by the Third Party Service Providers.

7.2. All Fees are subject to rate of exchange fluctuations.

7.3. IMGN Technologies shall submit invoices to Customer setting out the Fees in respect to its User’s access and/or usage of Online Products. Payments made by Customer to IMGN Technologies will be made in South African Rand only (ZAR) and shall be free of any deduction or set-off. The Customer shall be liable for all Fees.

    1. In respect to Subscription Based Products

7.4.1. Customer will make payment of all Subscription Based Products in advance by either paying the applicable Fees upfront or on a periodic basis. IMGN Technologies will provide the Customer with a tax invoice at the time thr Customer subscribes for any Subscription Based Products, or when the Customer renews its subscription for such Subscription Based Products, and the Customer will make payment of such invoice within 30 days of statement.

7.5. In respect to Consumption Based Products

7.5.1. IMGN Technologies will provide the Customer with a valid tax invoice, on a monthly basis, based on the Customer’s access and/or use of any Consumption Based Products in the immediately preceding month. The Customer will make payment of such invoices within 30 days from date of (statement/invoice).

7.6. If the Customer fails to make full payment to IMGN Technologies as outlined in this clause 7, the Customer shall pay interest to IMGN Technologies on the outstanding amount at the prime lending rate as published by IMGN Technologies bankers, plus 5% (five percent) per annum calculated from the date on which payment falls due until the date on which payment is made by Customer in full.

7.7. In addition to clause 7.6 above and any other legal rights or remedies IMGN Technologies may have in this Agreement or in law, should the Customer fail to make payment as outlined in this clause 7, IMGN Technologies shall be entitled to cancel this Agreement and/or suspend Customer’s access and/or usage of the Online Products with immediate effect.

7.8. Should IMGN Technologies take the action outlined in clause 7.7, the Customer indemnifies IMGN Technologies against any and all loss and/or damage incurred or to be incurred by the Customer as a result thereof.

7.9. Should Customer dispute any amount appearing on an invoice submitted by IMGN Technologies pursuant to this Agreement, Customer shall, within 7 (seven) calendar days of receipt of the affected invoice, notify IMGN Technologies, in writing, of such dispute, specifying the –

7.9.1. disputed invoice

7.9.2. specific amount in dispute; and

7.9.3. alleged reasons or grounds for dispute.

7.10. Any amount disputed in terms of clause 7.9. shall not be regarded as payable in terms of this clause 7 and if the Parties are unable to resolve such dispute within 3 (three) business days from the date on which the dispute arose, it shall be referred to the financial manager of the Parties or their representatives for determination. If these representatives are unable to resolve the dispute within 5 (five) business days from the date of referral, such dispute shall be referred for resolution in accordance with clause 18 of this Agreement.

7.11. Card transactions will be acquired for IMGN Technologies (Pty) Ltd. via PayGate (Pty) Ltd. who are approved payment gateway for all South African acquiring banks. PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no card details are stored on the website. Users may go to https://www.paygate.co.za to view their security certificate and security policy.

7.12. Curstomer details will be stored by IMGN Technologies (Pty) Ltd. separately from card details which are entered by the client on PayGate’s secure site. For more detail on PayGate refer to https://www.paygate.co.za.

7.13. The merchant outlet country at the time of presenting payment options to the cardholder is South Africa.

7.14. Transaction currency is South Africa Rand (ZAR).

    1. Payment may be made via Visa or MasterCard.

8. TAXES

Each Party acknowledges and agrees that each Party is liable for its own taxes that each Party is legally obliged to pay and which are incurred or arise in connection with or related to the transactions contemplated under this Agreement, and all such taxes will be the financial responsibility of the Party who is obligated by operation of law to pay such tax.

9. PRODUCT SUBSCRIPTION TERM

Customer acknowledges that it and/or its User’s subscription for Subscription Based Products will automatically renew at the end of the Subscription Term for a period equal to the previous subscription term, unless Customer provides IMGN Technologies with notice of its intent not to renew its and/or its User’s subscription for the Subscription Based Products. Customer will provide IMGN Technologies with no less than 30 days’ written notice before the expiry of a Subscription Term of its intention to cancel its subscription for the Subscription Based Products, failing which such Subscription Term shall auto renew as aforementioned.

10. DATA

10.1. Customer expressly confirms that it has provided IMGN Technologies consent to, copy, reproduce, store, distribute, publish, export, adapt, edit and translate Data to the extent reasonably required for the performance of IMGN Technologies obligations and exercise of its rights in terms of this Agreement.

10.2. Customer expressly confirms that it has provided consent for IMGN Technologies to sub-license these rights to any Third Party Service Provider to the extend reasonably necessary for the performance of IMGN Technologies and/or the Third Party Service Providers obligations and the exercise of its rights in terms of this Agreement.

10.3. Customer warrants that the use of Data by IMGN Technologies in accordance with this Agreement will not breach the provisions of any law, statute or regulation, infringe intellectual property rights or other legal rights of any person or entity, or give rise to any cause of action against IMGN Technologies.

10.4. Customer’s consent on its behalf and on behalf of its Users that, all Data provided to IMGN Technologies as a result of this Agreement will be processed in accordance with IMGN Technologies External Data Privacy and Security Policy.

11. CONFIDENTIALITY OBLIGATIONS

11.1. Each Party undertakes to:

      1. Keep the other Party’s Confidential Information confidential;

11.1.2. Not disclose the other Party’s Confidential Information to any person or third party without the other Party’s prior written consent;

11.1.3. Use the same degree of care to protect the confidentiality of the other Party’s Confidential Information as each Party uses to protects its own Confidential Information of a similar nature, being at least a reasonable degree of care;

11.1.4. Not use any of the other Party’s Confidential Information for any purpose other than for the purpose to perform its obligations in terms of the Agreement.

11.2. IMGN Technologies may disclose Customer’s Confidential Information to its officers and employees who have a need to access the Customer’s Confidential Information for the performance of their work with respect to providing Customer with access and/or use of the Online Products or any of the Support Services, which officers and employees are obligated to protect the confidentiality of Customer’s Confidential Information.

11.3. Information shall not be deemed Confidential Information where it:

      1. is authorised to be disclosed by the disclosing Party to that extent of the authority given;

11.3.2. is made public by the disclosing Party or becomes part of the public domain;

11.3.3. is in possession of or is known by the receiving Party prior to its receipt from the disclosing Party;

11.3.4. becomes public other than by the default of the receiving Party; or

11.3.5. is independently developed by the receiving Party.

12. ACKNOWLEDGEMENTS AND WARRANTY DISCLAIMER

12.1 The Online Products purchased under this Agreement are made available by Third Party Service Providers that are not affiliated with IMGN Technologies and, as such, Customer agrees that IMGN Technologies is not responsible for such Online Products. IMGN Technologies will have no direct or indirect responsibility for or in relation to the performance or delivery, in any manner whatsoever, of the Online Products. Customer’s purchase of, access to, performance of and use of the Online Products are regulated directly between the Customer and the applicable Third Party Service Provider, and is subject to that Third Party Service Provider’s Acceptable Use Policy, Product Terms and Additional Terms.

12.2. The Customer acknowledges and agrees that, in relation to the above clause 7.7., should the Customer fail to make payment to IMGN Technologies for its subscription to and/or consumption of the Online Products, IMGN Technologies shall be entitled to suspend and/or terminate provision of the Online Products to the Customer and/or its User’s. The Customer is aware that any such suspension and/or termination of the Online Products may result in core business functionalities utilizing the Online Products being rendered unavailable. Accordingly, the Customer expressly indemnifies IMGN Technologies against any and all direct and/or indirect losses suffered by the Customer and/or its Users and/or any third party as a result of such suspension and/or termination.

12.3. CUSTOMER EXPRESSLY AGREE THAT THE ACCESS AND/OR USE OF THE ONLINE PRODUCTS IS AT ITS AND/OR ITS USERS SOLE RISK. ANY ONLINE PRODUCTS, DATA, INFORMATION, THIRD PARTY SOFTWARE, USER SUBMISSIONS, OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ONLINE PRODUCTS ARE PROVIDED BY IMGN TECHNOLOGIES ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. CUSTOMER AND/OR USER’S MAY, HOWEVER, HAVE ADDITIONAL WARRANTY RIGHTS DIRECTLY FROM THE APPLICABLE THRID PARTY SERVICE PROVIDER. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO THE APPLICABLE LAWS OF THE REPUBLIC OF SOUTH AFRICA, IMGN TECHNOLOGIES AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. IMGN TECHNOLOGIES AND ITS AFFILIATES DO NOT WARRANT THAT THE ONLINE PRODUCTS, DATA, USER SUBMISSIONS, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ONLINE PRODUCTS OR ANY REFERENCE MATERIALS WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED. IMGN TECHNOLOGIES AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT THE THIRD PARTY SERVICE PROVIDERS OR THE THIRD PARTY SERVICE PROVIDER’S SERVICES AND ONLINE PRODUCTS. ANY WARRANTY MADE REGARDING ANY THIRD PARTY SERVICE PROVIDER’S SERVICE AND ONLINE PRODUCTS IS MADE DIRECTLY BY SUCH THRID PARTY SERVICE PROVIDER. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THIS AGREEMENT APPLY TO THE CUSTOMER AND/OR ITS USER’S TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE REPUBLIC OF SOUTH AFRICA.

13. Limitation of Liability

13.1. UNDER NO CIRCUMSTANCES, WILL IMGN TECHNOLOGIES OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY SERVICE PROVIDERS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR, INCLUDING BUT NOT LIMITED, TO ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM CUSTOMER AND/OR ITS USER’S USE OR CUSTOMER AND/OR USER’S INABILITY TO USE AND/OR ACCESS THE ONLINE PRODUCTS, OR FROM ANY OTHER INTERACTIONS WITH IMGN TECHNOLOGIES, EVEN IF IMGN TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER AND/OR ITS USER’S. IN SUCH CASES, IMGN TECHNOLOGIES ‘S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAWS OF THE REPUBLIC OF SOUTH AFRICA.

14. Basis of this Agreement

IMGN TECHNOLOGIES HAS CONCLUDED THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN CUSTOMER AND IMGN TECHNOLOGIES, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THIS AGREEMENT BETWEEN CUSTOMER AND IMGN TECHNOLOGIES. IMGN TECHNOLOGIES WOULD NOT BE ABLE TO PROVIDE CUSTOMER AND/OR IT’S USERS WITH THE ONLINE PRODUCTS ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15. OWNERSHIP AND PROPRIETARY RIGHTS

Customer’s and/or it’s User’s access and/or use of the Online Products does not confer to Customer and/or it’s User’s any right, title, and/or interest (of whatsoever nature and howsoever arising) worldwide, in any intellectual property rights vesting in the Online Products. IMGN Technologies and/or Third Party Service Providers expressly reserves all of its intellectual property rights, and no licences are granted by implication, estoppel or otherwise to Customer and/or its User’s except as expressly set forth in this Agreement.

16. REFUND POLICY AND RISK OF LOSS

All Fees and payments relating to Customer and/or its User’s access and/or usage of the Online Products are final, non-cancellable and non-refundable. The applicable Third Party Service Provider may have its own policies regarding refunds and/or returns which are available to Customer and/or its User’s, which are set forth in the applicable Third Party Service Provider’s Product Terms. If Customer has paid for access to Online Products that are later disabled, nonfunctioning, modified, or otherwise interfered with before the end of the period for which Customer purchased access, Customer may rely on the applicable Third Party Service Providers Product Terms for any remedies available to Customer. The Customer and/or the its User’s has no remedy available to it against IMGN Technologies.

17. AVAILABILITY OF CONTENT

IMGN Technologies reserves the right to make changes to or discontinue any of the Online Products and/or Support Services available to Customer and/or User’s at any time.

18. DISPUTE RESOLUTION

18.1. A dispute in the widest sense in connection with this Agreement or which relates in any way to any matter affecting the interests of the Parties, in regard to the Agreement (“Dispute”), shall be deemed to have arisen when either Party notifies the other Parties in writing to that effect.

18.2. Should any Dispute (other than a Dispute in respect of which urgent or interim relief may be obtained from a court of competent jurisdiction) arise, the Parties shall first use reasonable endeavours to resolve such Dispute through good faith negotiations. This entails one of the Parties inviting the other in writing to meet, either in person or by means of telephone or video conferencing facilities, and to attempt to resolve the Dispute within 15 business days from date of written invitation. In the event that such negotiations do not result in a mutually acceptable resolution within 15 business days of the commencement thereof, the Dispute shall be handled in accordance with the below.

18.3. Any Dispute shall be referred to arbitration on notice by one Party to the other, and be finally resolved in accordance with the rules of the Arbitration Foundation of the Republic of South Africa. Such arbitration shall be held in Johannesburg, and conducted in the English language before one arbitrator appointed in accordance with the said rules.

18.4. Any arbitration award will be final and not subject to appeal. This Agreement to arbitrate shall be enforceable, and judgement upon any award may be entered in any court of any country having appropriate jurisdiction.

18.5. These provisions shall not prevent either Party from approaching any court or other judicial forum in any country having appropriate jurisdiction to obtain timely interim or other relief in cases of urgency.

18.6. The provisions of this clause shall constitute an irrevocable consent by the Parties to any proceedings in terms hereof and no Party shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions; and are severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity for any reason of this Agreement.

19. TERM AND TERMINATION

19.1. The terms and conditions contained in this Agreement will commence on the Effective Date and will continue to be in force and effect until the Agreement is terminated:

19.1.1. by IMGN Technologies immediately due to Customer’s breach of the terms of this Agreement;

19.1.2. by either Party by giving 30 days’ written notice to the other Party of its intention to terminate the Agreement.

19.2. The termination of this Agreement will only terminate Customer’s right to place new orders for additional Online Products or to renew a Subscription Term of Online Products under this Agreement. For the sake of clarity the Customer will be liable for payment of all Fees as at the termination date of the Agreement and for remaining term of any Subscription Based Product.

20. NOTICES

20.1. The Parties choose as their domicilium citandi et executandi for all purposes under this Agreement, whether in respect to court process, notices or other documents or communications of whatsoever nature, at the following addresses:

FOR IMGN Technologies:

Physical Address: 18 Gondolier Lane, Somerset West, Croydon, 7530

Attention: Gordon Byron

Email: gordon@imgn.africa

20.2. Any notice required or permitted to be given under this Agreement shall be deemed given when delivered:

20.2.1. By hand on the day of delivery;

20.2.2. When a party receives the notice, notwithstanding the method or address of delivery;

20.2.3. By overnight courier, on the date of delivery;

20.2.4. By email at the time that same is transmitted and delivered.

21. GENERAL

21.1. Entire Agreement

This document contains the entire agreement between the Parties with regard to the matters dealt with herein and no representations, terms, conditions or warranties not contained in this Agreement shall be binding on any of the Parties, unless agreed to in writing by the Parties;

21.2. Severabiliy

In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this Agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent.

21.3. Waiver and Variation

The failure of IMGN Technologies to exercise or enforce any right or provision contained in the Agreement will not constitute a waiver of such right or provision. Any waiver or amendment of any of the provisions contained in the Agreement will be effective only if reduced to writing and signed by IMGN Technologies.

21.4. Force Majeure

Except for the Customer’s obligation to pay IMGN Technologies, neither Party shall be liable for any failure to perform due to unforeseen circumstances or to causes beyond the Party’s reasonable control, including, but not limited to, acts of God, war, riot, acts of civil or military authorities, fire, flood, earthquake, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

21.5. Privacy

21.5.1 The Receiving Party confirms that all personal identifiable information received pursuant to this Agreement shall be processed by it in accordance with IMGN Technologies’ Internal Data Privacy and Security Policy.

21.5.2. The Disclosing Party consents that all personal identifiable information disclosed pursuant to this Agreement shall be processed in accordance with IMGN Technologies’ External Data Privacy and Security Policy.

21.5.3. All Data Privacy and Security Policies can be obtained at enquiries support@imgn.africa

21.6. Govering Law

This Agreement shall be governed by the laws of the Republic of South Africa. Any action instituted in respect to the terms hereof, shall be instituted in Somerset West, Western Cape, South Africa.

21.7. Counterparts

This Agreement may be signed in counterparts and the copies signed in counterpart shall constitute the Agreement. This shall include faxed and/or scanned copies of this document. Each Party hereto hereby waives any right which it may have to dispute the validity or enforceability of this Agreement by virtue of its failure to either initial each page of this Agreement and/or have its signatory’s signature verified by a witness.

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