- THIS END USER LICENCE AGREEMENT (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU AND TALLORDER SOLUTIONS (PTY) LTD OF WORKSHOP 17, 17 DOCK ROAD, THE V&A WATERFRONT, CAPE TOWN, 8001, SOUTH AFRICA (“TALLORDER”), WHICH EXPRESSION SHALL INCLUDE ITS AFFILIATES, SUCCESSORS AND ASSIGNS FOR THE USE OF THE SOFTWARE ACCOMPANYING THIS LICENCE. TALLORDERIS ONLY WILLING TO LICENSE SUCH SOFTWARE TO YOU IF YOU ARE AUTHORISED TO MAKE USE OF TALLORDER’S PAGEMAN SREVICE AND ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENCE. BY CLICKING “I AGREE” OR BY INSTALLING OR OTHERWISE USING THE SOFTWARE YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS LICENCE. IF YOU ARE NOT AUTHORISED TO USE THE PAGEMAN SERVICE OR DO NOT AGREE TO THE TERMS OF THIS LICENCE, TALLORDERIS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE SOFTWARE, AND YOU SHOULD IMMEDIATELY DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION.
- THIS LICENCE CONTAINS SPECIFIC PROVISIONS TO LIMIT TALLORDER’S LIABILITY, ALLOCATE RISK OR LIABILITY TO YOU OR CONSTITUTE ACKNOWLEDGEMENT OF FACTS BY YOU. THESE TERMS HAVE BEEN SET OUT IN CAPITAL LETTERS. YOU SHOULD PAY PARTICULAR ATTENTION TO THESE TERMS SINCE THEY LIMIT YOUR ABILITY TO RECOVER LOSSES THAT MAY ARISE IN CONNECTION WITH YOUR USE OF OUR SOFTWARE OR THE PAGEMAN SERVICE.
- IF YOU ARE NOT YET 18, YOU MUST OBTAIN YOUR PARENTS’ OR LEGAL GUARDIANS’ ADVANCE PERMISSION AND CONSENT TO BE BOUND BY OUR LICENSING TERMS PRIOR TO YOU USING OUR SOFTWARE. IF YOU ARE UNDER 18 AND FAIL TO OBTAIN SUCH CONSENT YOU MAY NOT INSTALL OR USE OUR SOFTWARE.
- YOU MAY DURING THE COURSE OF YOUR USE OF THE SERVICES BE REQUIRED TO SUBMIT OR PROVIDE US WITH YOUR PERSONAL INFORMATION. OUR COLLECTION, USE AND SUPPLY OF SUCH PERSONAL INFORMATION WILL BE IN ACCORDANCE WITH OUR INFORMATION PROCESSING POLICY AVAILABLE AT https://www.tallorderpos.com/privacy-policy/
1. DEFINED TERMS. In addition to the terms defined above, the following terms shall have meanings ascribed to them below when used in this Licence:
(i) “Access Code” means any activation PIN or other access control mechanism issued to you to enable you to access and use the Software and that has not been withdrawn, disabled or deactivated.
(ii) “Authorised User” means a person who has downloaded and installed the Software.
(iii) “Mobile Device” means any handheld mobile device onto which the Software is installed including without limitation personal organizers, mobile cellular telephone handsets, tablets and other similar handheld devices.
(iv) “Licensing Restrictions” means the specific usage limitations applicable to your use of the Software described in Section 3 below.
(v) “Services” means the web-based services made accessible through the use of the Software.
(vi) “Software” means the mobile application software modules made available to you under cover of this licence which enable access to the Services, including all upgrades, updates, configurations and modifications thereto.
2. LICENCE GRANT. Provided that you agree to the terms and conditions of this Licence, TALLORDER hereby grants to you subject to your compliance with the Licensing Restrictions, a non-exclusive, non-transferable licence to install the Software in the form made available to you on a single Mobile Device and to use such Software in accordance with the terms contained in this Licence and only for purposes of accessing and using the Services subject to the specific terms applicable to the Services.
3. LICENSING RESTRICTIONS. Your use of the Software shall be subject to the following conditions and restrictions:
(i) INSTALLATIONS. You may only install only one copy of the Software on one Mobile Device that is exclusively used by you for your own personal use only. YOU WARRANT THAT YOU ARE THE OWNER OR AUTHORISED USER OF THE MOBILE DEVICE AND ACKNOWLEDGE THAT YOU WILL BE RESPONSIBLE FOR ALL OPERATIONS PERFORMED USING THE SOFTWARE AS IMPLEMENTED ON SUCH MOBILE DEVICE INCLUDING AS THEY MAY RELATE TO THE SERVICES. You must notify TALLORDER immediately if you become aware of unauthorised use of the Software.
(ii) GENERAL RESTRICTIONS. TALLORDERreserves all rights that are not expressly granted herein. No copyright or other intellectual property or proprietary right is transferred to you pursuant to this Licence and no license or right is granted to you with respect to the Software other than as provided for in this Licence. Save as expressly stated in Section 2, you shall not and shall not permit anyone else, to (a) copy, reproduce or modify the Software, create derivative works based on the Software, or adapt, transcribe or merge with other software the Software or any portion thereof; (b) market, sell, share, rent, lease, sublicense, disseminate, distribute or otherwise transfer the Software or any portion thereof or permit the use thereof for the benefit of any third
party; (c) decompile, disassemble or reverse engineer any part of Software or attempt to do so; (d) remove, alter, conceal or obscure any proprietary notice or marking incorporated in or on the Software; or (e) use the Software for any unlawful purpose.
(iii) UPDATES AND UPGRADES: Upgrades and updates of the Software that may be provided to you replace the earlier releases of Software that you may currently use, and are not additional thereto. We may notify you as and when upgrades and/or updates are made available and you shall promptly install such upgrades and/or updates. All upgrades and/or updates shall be subject to the terms and conditions contained in the accompanying licence terms.
(iv) PLATFORMS. Different versions of the Mobile Application are available depending on which type of Mobile Device is used by the Customer. It is the Customer’s responsibility to ensure that the Mobile Application installed and used by the Customer is the correct version for his/her particular Mobile Device.
(v) ACCESS CODES. In order to access and use the Software you may be required to input an Access Code. We may withdraw or disable an Access Code at any time and we will probably do so if we believe it is being used unlawfully or in breach of this Licence. YOU ALONE WILL BE RESPONSIBLE FOR ALL OPERATIONS PERFORMED USING YOUR ACCESS CODE AND YOU SHOULD KEEP THE ACCESS CODE ISSUED TO YOU SECURE AT ALL TIMES. You must notify TALLORDER immediately if you become aware of unauthorised use of your Access Code.
4. NOTICES AND DISCLAIMERS.
(i) YOU SHOULD NOTE THAT TALLORDER ONLY MAKES AVAILABLE STANDARD SOFTWARE WITH STANDARD FUNCTIONALITY FOR STANDARD MOBILE DEVICES. TALLORDER DOES NOT ORDINARILY OFFER OR SUPPLY SOFTWARE FOR ANY PARTICULAR PURPOSE AND DO NOT PROFESS TO BE KNOWLEDGEABLE ABOUT YOUR SPECIFIC USAGE REQUIREMENTS FOR THE SOFTWARE. YOU MUST ASCERTAIN WHETHER OR NOT THE SOFTWARE IS SUITABLE FOR YOUR SPECIFIC REQUIREMENTS. FURTHERMORE, YOU SHOULD BE AWARE THAT CODE WHICH MAY HAVE A HARMFUL EFFECT ON YOUR MOBILE DEVICE COULD BE CONTAINED IN THE SOFTWARE. YOU SHOULD IMPLEMENT SUITABLE PROTECTION MECHANISMS TO PREVENT SUCH HARM FROM OCCURRING.
(ii) YOU SHOULD ALSO NOTE THAT THE SOFTWARE MAY HAVE SOME DEFECTS. INSTALLATION OF, RELIANCE ON AND USE OF THE SOFTWARE ARE AT YOUR SOLE DISCRETION AND RISK. YOU SHOULD INDEPENDENTLY VERIFY THE SUITABILITY OF THE SOFTWARE FOR YOUR MOBILE DEVICE AND THE COMPLETENESS AND RELIABILITY OF INFORMATION OBTAINED FROM YOUR USE THEREOF. YOU ARE THEREFORE SOLELY RESPONSIBLE FOR YOUR INSTALLATION AND USE OF THE SOFTWARE, FOR THE RESULTS OBTAINED FROM SUCH INSTALLATION AND USE AND FOR THE USE OF SUCH RESULTS.
(iii) THE SOFTWARE IS PROVIDED “AS IS”. TALLORDER EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY AND WITHOUT LIMITATION, DISCLAIMS THAT THE SOFTWARE IS NON-INFRINGING OR FREE FROM ERRORS OR THAT IT WILL FUNCTION WITHOUT INTERRUPTION AND ALSO EXPRESSLY EXCLUDES ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(iv) TALLORDERWILL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND IN CONTRACT, DELICT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE ARISING IN CONNECTION WITH YOUR INSTALLATION, RELIANCE ON OR USE OF THE SOFTWARE SAVE TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW, AND YOU SHALL INDEMNIFY AND KEEP TALLORDER INDEMNIFIED AGAINST ALL SUCH CLAIMS, DAMAGES OR LOSSES ARISING IN CONNECTION WITH YOUR INSTALLATION OR USE OF THE SOFTWARE.
5. TERM AND TERMINATION. This Licence shall remain in force until terminated by you, by TALLORDERor in the event that you are no longer authorised to use our Services. You may terminate this Licence at any time. Without prejudice to any of its other rights, if you are in breach of any of the terms and conditions of this Licence then TALLORDERmay terminate this Licence immediately upon giving written notice to you. TALLORDERmay also terminate this licence at any other time by giving notice thereto. Upon termination of this Licence you shall stop using the Software and destroy all copies thereof in your possession. Upon termination of the Licence TALLORDERmay disable or render the Software inaccessible or unusable by you. The provisions of clauses 1, 4, 5, 6, 7, 8 and 9 shall survive termination of this Licence.
6. LAW AND JURISDICTION. This Licence, unless expressly prohibited by local law, will be subject to and construed under the laws of the Republic of South Africa, notwithstanding any conflicts of law provisions; and the South African courts shall, subject to Section 7, have exclusive jurisdiction over any claim arising in connection with this Licence.
7. URGENT REMEDIES. You acknowledge that each provision of this Licence providing for the protection of the intellectual property, confidential information and other proprietary rights of TALLORDERor its licensors, is material to this Licence and you accept that any threatened or actual breach of the provisions providing for the protection of any of the aforesaid shall constitute immediate and irreparable harm to TALLORDERand/or its licensors, for which TALLORDERmay seek urgent injunctive relief in any court of appropriate jurisdiction. Such relief shall be without prejudice to any other remedies that TALLORDER may have.
8. ASSIGNMENT. You may not sublicense, assign or otherwise transfer all or any part of your rights or obligations under this Licence without the prior written consent of TALLORDER, and you acknowledge that any such unauthorised attempted transfer, assignment or sublicense use shall be void. You agree that TALLORDERmay, in its sole and absolute discretion, transfer and assign all or part of its rights and obligations under this Licence to one or more third parties chosen by it.
9. GENERAL. Except where TALLORDERagrees otherwise in a written contract concluded between you and TALLORDER, this Licence is the only agreement between you and TALLORDERrelating to your ability to use our Software and it may only be modified by written agreement between you and TALLORDER. If any clause or sentence in this Licence is held by a court of law to be void, illegal or unenforceable the remaining provisions of this Licence shall not be affected thereby and shall remain in full force and effect. The failure by TALLORDERto enforce any of the provisions of this Licence, unless waived in writing, shall not constitute a waiver of TALLORDER’s rights to enforce such provision or any other provision of this Licence in the future. All rules of interpretation which prescribe that an agreement be interpreted against the party responsible for its drafting are hereby excluded.