The PARTIES shall mean Popimedia Innovations (Pty) Ltd (“PMI”), the owners and developers of meedee8 and ____________________________________ (registration number ______________________________) situated at _____________________________________________________ (“LICENSEE”).
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the PARTIES hereto agree as follows:
1.1.1 This Agreement shall commence on activation of LICENSEE’s meedee8 Ad’s account and shall continue until terminated.
1.2.1 LICENSEE shall pay to PMI (or its authorized reseller) a percentage of the cumulative monthly spend that passes through meedee8, monthly in arrears. An invoice shall be issued to LICENSEE by PMI (or its authorized reseller) on the 1st of the succeeding month and shall be payable 30 days thereafter to PMI (or its authorized reseller).
2.1 meedee8 Ad’s shall mean a cloud based tool, whereby LICENSEE can acquire; manage and optimise Facebook media spend; as well as view reports and insights about ad’s; amongst others; modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“meedee8”).
2.2 meedee8 is a web and mobile application constantly changing and improving. LICENSEE acknowledges and agrees thereto.
2.3 PMI grants to LICENSEE a non-exclusive, non-transferable license to use meedee8 during the PERIOD.
2.4 LICENSEE shall notify PMI of problems and ideas for enhancements, which come to LICENSEE’s attention during the PERIOD of this Agreement.
2.5 LICENSEE agrees to terminate the use of meedee8 as and when this Agreement terminates. LICENSEE shall, at such juncture, return all and any material supplied to LICENSEE by PMI back to PMI.
3.1 The terms of this Agreement shall remain strictly confidential between the PARTIES and may not be disseminated to any third party by a party without prior written consent from the other party.
3.2 LICENSEE agrees that meedee8 is the sole property of PMI and includes valuable trade secrets of PMI.
4.1 PMI warrants and undertakes that:
4.1.1 it is the proprietor and intellectual property owner of everything developed and/or produced by PMI in respect of this Agreement including without limitation, meedee8; and
4.1.2 meedee8 will contain at least the functionality described to LICENSEE by PMI prior to signature of this Agreement.
4.2 LICENSEE warrants that:
4.2.1 as between LICENSEE and PMI, PMI is the proprietor and intellectual property owner of everything developed and/or produced by PMI in respect of this Agreement;
4.2.2 it acknowledges and accepts that meedee8 shall retain all copyright thereto;
4.2.3 it shall under no circumstances whatsoever reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any meedee8 intellectual property;
4.2.4 it shall not use any meedee8 systems without the prior written consent of meedee8; and
4.2.5 as between LICENSEE and PMI all rights, title and interest to meedee8 as well as any enhancements thereto including all property rights; without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights, shall before, during and after the termination of this Agreement, vest in meedee8.
5.1 meedee8 is provided “AS IS”.
5.2 The entire risk arising out of the use or performance of meedee8 remains with LICENSEE.
5.3 In no event shall meedee8 be liable for any damage whatsoever arising out of the use of or inability to use meedee8, even if meedee8 has been advised of the possibility of such damages.
5.4 Neither meedee8 nor its employees or agents shall in any circumstances, including negligence of any degree on their part and including a breach by meedee8 of its obligations in terms of this Agreement, be liable to LICENSEE or any other person for any indirect or consequential loss, including but not limited to loss of profits.
6.1 The LICENSEE agrees that PMI may use LICENSEE’s name and may disclose that it is a customer of the services in PMI’s advertising, press, promotion, and similar public disclosures, including at trade shows and similar events. In addition to the foregoing, the LICENSEE hereby grants to PMI a non-exclusive license during the term of this Agreement to list its name and display its logo as a PMI customer on our website.
7.1 This Agreement contains all of the express provisions agreed on by the PARTIES with regard to the subject matter hereof and the PARTIES waive the right to rely on any alleged express provision not contained herein.
7.2 No Agreement varying, adding to, deleting from or cancelling this Agreement and no waiver of any right under this Agreement shall be effective unless reduced to an electronic or hard copy written amendment, which shall be signed by means of handwritten signatures by or on behalf of the PARTIES.
meedee8 may at any time and under any circumstances, cede any of its rights or delegate or assign any of its obligations in terms of this Agreement.
8.1 Either PARTY mayterminate with 30 (thirty) days written notice to the other PARTY.
8.2 Should either PARTY breach any material term of this Agreement, and should such PARTY not remedy such breach within 10 (ten) days of being notified thereof by the other PARTY in writing, then the aggrieved PARTY may cancel this Agreement forthwith, and may pursue any recourse available to it in law, against the PARTY in breach.
9.1 To the extent that any dispute may arise, between the PARTIES, in respect of this Agreement, then and in such event the PARTY seeking relief, may at its sole discretion, elect to seek relief by way of arbitration or in the appropriate court of law.
9.2 This Agreement shall be governed in terms of and subject to the laws of the Republic of South Africa or the United Kingdom, which shall be at the election of PMI only.