1 Grant of License. This License Agreement grants you the following rights:
1.1 The Software is licensed to individual locations. A location is a vehicle brand sold at a physical location. Where two or more vehicle brands are sold at a physical location, this would be counted as multiple locations. Use of the Software in locations additional to those above listed, requires additional license agreements to be completed, one per location or brand.
1.2 Systems Software. You may use the Software on an unlimited number of single computers, which may be connected at any point in time to an unlimited number of computers operating on one or more networks.
- Your Obligations:
2.1 License fees. Upon accessing the Software on one or more computers, you agree to pay the installation fee, which includes one days installation and training consultancy, plus the monthly license for each location. The user license will be payable for a minimum term of six (6) months from the first day of the month following the date
of this agreement (the Minimum Term) Thereafter, the license shall continue until terminated by either side, in writing and subject to a notice period of three (3) months being given.
2.2 If you are a partnership of two or more persons, you will be responsible for payments individually and jointly.
2.3 It is a condition of this agreement that all payments are made in full and on time, even in the event of an interruption or disruption to the service (provided that such interruption or disruption is only temporary).
2.4 We have the right to suspend service without notification payments are not received in accordance with the agreement.
2.5 If this agreement is terminated by you for whatever reason during the Minimum Term you must immediately pay us all arrears of monies due plus the remaining monthly license fee for the period of the Minimum Term remaining at the time of termination by you.
- Description of other Rights and Limitations
3.1 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3.2 Rental. You may not lease or rent the Software.
3.3 Proprietary notices. You may not remove any proprietary notices or labels on the Software.
3.4 Software Transfer. You may permanently transfer all of your rights under this LA, provided you advise PipelineGurus (Pty) Ltd, you retain no copies of the Software, you transfer all of the Software (including all component parts, the media and printed materials and any upgrades), and the recipient agrees to the terms of this LA. If the Software is an upgrade, any transfer must include all prior versions of the Software.
3.5 Termination. You may terminate this Software License at any time, subject to notice being given, in writing, with three (3) months notice. In addition, without prejudice to any other rights, this Agreement and the license granted hereunder will terminate automatically if you fail to comply with the terms and conditions described herein. Upon termination, you must destroy all copies of the Software and related documentation. Your obligations to pay accrued charges and fees shall survive any termination of this Agreement.
3.6 Authorization Keys. Authorization keys may be installed and enabled for use in only one license control utility. You may not modify or make inoperable authorization keys or license control utilities.
All title and copyrights in and to the Software, and accompanying printed materials are owned by AutoSLM. The Software is protected by copyright laws and International treaty provisions. Therefore you must treat the Software like any other copyrighted material except that you may either (a) make one copy of the software, solely for backup or archival purposes, or (b) install the Software on a single computer provided you keep the original solely for backup or archival purposes. The Software is Copyright © 2021 AutoSLM, United States of America. All rights reserved. The Software remains the sole and exclusive property of AutoSLM at all times.
- Updates and Technical Support:
Upon registration and payment of the installation fee, Pipeline Guru Lead Management Solutions (Pty) Ltd, from the date of the agreement until it is terminated will make available to you Technical Support via an online ticketing support system and also via a telephone helpdesk, which will be manned during normal office hours (09:00-17:00) Monday to Friday. This support service may, from time to time be modified by Pipeline Guru Lead Management Solutions (Pty) Ltd at its discretion without notice. Pipeline Guru Lead Management Solutions (Pty) Ltd may, from time to time, revise or update the licensed Software. In so doing, Pipeline Guru Lead Management Solutions (Pty) Ltd incurs no obligation to furnish such revision or updates to you. Updates and further support terms are available to you on the same basis as Pipeline Guru Lead Management Solutions (Pty) Ltd makes them available to its other licensees at then current prices. Only Microsoft Windows Operating systems are supported to work together with the AutoSLM application. Only the current Google Chrome Web browser is supported.
- Warranty & Indemnity
6.1 AutoSLM warrants that this Software is provided free of any viruses and material defects and is fully tested and merchantable in accordance with the features outlined in our sales brochure and/or website as may be applicable at the time. We reserve the right to change specifications as may be required from time to time without prior notice but we will provide you with details of such changes.
6.2 AutoSLM warrants that the Software will be available for use 365 days per year, with 99% uptime.
6.3 If at any time we do not enforce our rights under this agreement, we do not forfeit any of those rights.
6.4 Upon termination of this contract, all data accumulated during its term will be returned to you, with no copies retained by AutoSLM. Returned data will be in ASCII format.
6.5 Pipeline Guru Lead Management Solutions (Pty) Ltd will at its expense defend you against and, subject to the limitations set forth elsewhere herein, pay all costs and damages paid in settlement or awarded against you resulting from a claim that the Software as supplied by Pipeline Guru Lead Management Solutions (Pty) Ltd infringes a copyright or other intellectual property right of a third party.
7 Force Majeure
Neither party shall be liable for any delay or failure in performing any of its obligations under this agreement if such delay or failure is caused by circumstances outside the reasonable control of the party concerned. Such circumstances shall include acts of God or government, natural disasters, storms, fire, labour disputes, failure or delay of transportation or defaults by suppliers.
8 Limitation of Liability
To the maximum extent permitted by applicable law, any conditions or warranties imposed or implied by law are hereby excluded. Consumers may however have the benefit of certain rights or remedies in respect of which liability may not be excluded. Insofar as such liability may not be excluded then to the maximum extent permitted by law, such liability is limited, at Pipeline Guru Lead Management Solutions (Pty) Ltd exclusive option, to either (a) the price paid by you for the Software or (b) replacement of the Software.
9 Exclusion of Liability/Damages
The following is without prejudice to any rights you may have at law, which cannot legally be excluded or restricted. You acknowledge that no promise, representation, warranty or undertaking has been made or given by Pipeline Guru Lead Management Solutions (Pty) Ltd (or related company) to any person or company on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the software and any accompanying Pipeline Guru Lead Management Solutions (Pty) Ltd supplied software, manuals or other materials.
You have relied upon your own skill and judgment in deciding to acquire the software and any accompanying manuals and other materials for use by you. Except as and to the extent provided in this agreement, neither Pipeline Guru Lead Management Solutions (Pty) Ltd nor any related company will in any circumstances be liable for any other damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect or consequential loss, including calculation errors on quotes or OTP’s) arising out of the use, or inability to use, or supply or non-supply, of the software and any accompanying written materials.
Pipeline Guru Lead Management Solutions (Pty) Ltds’ total liability under any provision of this agreement is in any case limited to the amount actually paid by you for the software.
10 Data Protection Act Compliance
All software provided under this agreement accumulates and manages data so as to be fully compliant with the requirements of the promotion of access to information act (No.2 of 2000) and all subsequent amendments and the POPI Act 4 of 2013.
AutoSLM is an Operator in terms of the Act.
All Subject Data remains the property of the Responsible Party (the Dealership).
All data collected by AutoSLM remains your property at all times and upon termination of this agreement will be returned to you upon request.
12 Law and Jurisdiction
This agreement is governed by and shall be construed in accordance with the law of the Republic of South Africa. The parties hereby irrevocably submit to the exclusive jurisdiction of the Western Cape High Court of the Republic of South Africa in respect of any matter arising under or in connection with this agreement.