Licence Agreement

ABMI © Fixed-Term Limited License Agreement

PREAMBLE:

This License Agreement – non-exclusive and non-transferable (the “License Agreement”) – is effective as from the date of signature or acceptance and shall terminate at close of business at the end of the 12th month from the effective date. The agreement is entered into between the Licensee and, ABMI Research Centre Proprietary Limited, (hereinafter referred to as ABMI © or the “Licensor”), a company registered and existing under the laws of the Republic of South Africa, with registration number: 2012/135954/07 and its head office located at 22 Sloane Street, Bryanston 2191, Johannesburg, South Africa

The Licensee and ABMI © agree that this License Agreement is deemed to be part of, and subject to, the terms of the total agreement applicable to both parties. This License Agreement shall be governed by the laws of the Republic of South Africa.

Whereas ABMI © is the owner of the entire and undivided right, title and interest in and to certain inventions and proprietary rights relating to the ABMI © reference library, ABMI © derivative material and all ABMI © related software

Whereas the Licensee is willing to license accessibility to said ABMI © materials to the Licensee under the specific provisions and restrictions hereinafter provided for:

SECTION 1 LICENSE GRANT AND OWNERSHIP

  • ABMI © hereby grants to the Licensee a non-exclusive, non-transferable license to all lawful use of content within the ABMI © reference library, ABMI © derivative material and software subject to a valid subscription in place that is duly paid up for the Licensee’s use.
  • Except as expressly set forth in this paragraph, ABMI © shall at all times own all intellectual property rights in the ABMI © reference library, ABMI © derivative materials and software.
  • All licenses, product warranties or service contracts in connection with any software, hardware or other software or services provided in the system shall be delivered to the Licensee for the sole benefit of the Licensee.
  • The Licensee may, in the process of permitting customised reporting and application of ABMI © tools and methods, supply to ABMI © certain proprietary information, including service marks, logos, graphics, software, documents and business information and plans that have been authored or pre-owned by The Licensee. All such intellectual property shall remain the exclusive property of The Licensee and shall not be used by ABMI © for any purposes other than those associated with delivery of the services envisaged herein.
  • All content on the ABMI © portal will be retained in terms of South African archiving legislation and should the Licensee unsubscribe, the Licensee shall acknowledge that their information may be retained in compliance with legislation.
  • In signing this License Agreement, the Licensee recognises and accepts that for ABMI © to provide its service as envisaged in the agreement, it will be necessary for ABMI © to periodically contact the Licensee on their elected email address or other electronic means and hereby opts-in to receiving email and electronic communication from ABMI © from time to time. The licensee grants this right to ABMI © in perpetuity unless written cancellation is received by ABMI ©
  • The Licensee elects to be contacted on the contact details provided during registration and updated from time to time as the profile is updated.
  • Where the Licensee elects to provide referrals of other potential licensees onto the ABMI systems, the Licensee so does in recognition that ABMI © reserves rights to set, vary and terminate any referral fee arrangements from time to time without the need to advise as such beforehand.
  • Where the Licensee elects to provide referrals of other potential licensees onto the ABMI systems, the Licensee so does with due regard to ethical standards and applicable anti-corruption laws within the Licensee’s location/ country.

SECTION 2 COPIES, MODIFICATION, AND USE

  • The Licensee shall remain in direct control of all ABMI © material made accessible by this License Agreement and bears responsibility for preserving confidentiality and may therefore not provide unlicensed copies, share, email, upload or permit copy-paste of any ABMI © material in a manner that may compromise ABMI © rights and copyrights.
  • Any use of ABMI © materials in academic and professional research shall bear the relevant citation and recognition of ABMI © copyrights.
  • Any ABMI © materials or copies found with unauthorised persons as a result of negligence or breach of the terms of this License Agreement by the Licensee shall result in institution of penalties which may include cancellation of the Licensee’s license without compensation.
  • The Licensee may not make modifications to the source code of the software.
  • In no way does this License confer any right of the Licensee to license, sub-license, sell, or otherwise authorise the use of the ABMI © reference library, ABMI © derivative material and software, whether in executable form, source code or otherwise, by any third parties, except in connection with the use of the ABMI © system and software as part of The Licensee’s business and where all required licensing obligations for the business so-transacted are complied with.
  • Training providers and other business partners who are (representatives of, or) signatories hereto shall at all times acknowledge and pay the required licensing fees for services rendered to their clients in terms of the license fee schedules as may be amended from time to time.
  • All express or implied warranties relating to the software shall be deemed null and void in case of any modification to the software made by any party other than ABMI ©.
  • The foregoing license does not authorise Licensee or employees of the Licensee to separate ABMI © pre-existing Intellectual Property from the ABMI © materials or any deliverables in which they are incorporated for creating a stand-alone product for marketing to others.

SECTION 3 WARRANTIES AND REPRESENTATIONS

  • Except as expressly stated in this License Agreement, there are no warranties, express or implied, including, but not limited to, the implied warranties of content accuracy or fitness for a particular purpose, of merchantability, or warranty of no infringement of third-party intellectual property rights.

SECTION 4 INDEMNIFICATION

  • ABMI © hereby indemnifies and shall defend and hold harmless The Licensee, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any breach or alleged breach of the License Agreement or any third party claims that the software or system herein provided by ABMI © infringes or otherwise violates any rights of any such third party.
  • The Licensee hereby indemnifies and shall defend and hold harmless ABMI ©, its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims that The Licensee’s use of the software is in contravention of the grant of rights, infringes or otherwise violates any rights of any such third party.
  • Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, the indemnitee shall promptly notify the indemnitor of the existence of such a claim and shall give the indemnitor reasonable opportunity to defend and to settle the claim at its own expense and with counsel of its own selection. The indemnitee shall cooperate with the indemnitor, shall at all times have the right to participate in such a defense at its own expense and shall not be obligated, against its consent, to participate in any settlement which it reasonably believes would have an adverse effect on its business.
  • The Licensee may not make modifications to the source code of the software.

SECTION 5 TRANSFER AND TERMINATION

  • Upon the expiry of the term for access and usage of the ABMI © reference library, ABMI © derivative material and software allowed to the Licensee by this License Agreement, any extended use of all ABMI © material be based on up to date licensing.
  • ABMI © may terminate this license upon notice for failure to comply with any of terms set forth in this License Agreement.
  • Upon termination, the Licensee is obligated to immediately destroy the ABMI © material, including all copies and modifications.