BEFORE REGISTERING ON THE CLIPIT ONLINE SYSTEM, PLEASE MAKE SURE THAT YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT. SHOULD YOU NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE CLIPIT ONLINE SYSTEM.
The owners of CLIPIT may, at its sole discretion, suspend, terminate or restrict use of the CLIPIT ONLINE SYSTEM Services to anyone who violates these Terms and Conditions.
|Activity||Manage Membership Profiles, Virtual Clipboards, Responding to Possible Opportunities, Managing Special Offer Campaigns, Commenting, Manage Catalogues;|
|Authorisation||the set of rights, privileges and access on the CLIPIT ONLINE SYSTEM assigned to an User or Member Profile by an administrator;|
|User||a natural or legal person who has accepted these Terms and Conditions, and uses the CLIPIT ONLINE SYSTEM for him/her personally or on behalf of one or more businesses;|
|User Data||information, Files and any other digital data, which is entered, uploaded or otherwise inserted to the CLIPIT ONLINE SYSTEM by the User;|
|Member / Membership / Business Profile||the combined set of information about a business, organization or sole proprietor submitted to the CLIPIT ONLINE SYSTEM by a User;|
|Content||any data and information available through CLIPIT ONLINE SYSTEM or contained within the structure of the CLIPIT ONLINE SYSTEM including text, documents, brochures, presentations, pictures, images, audio-visual, logos, and comments;|
|Files||documents of any kind including, but not limited to images, logos and text files that are uploaded, or inserted in any other manner to the CLIPIT ONLINE SYSTEM by the User, Person or Organization;|
|Free Usage||registration and usage of most services offered by the CLIPIT ONLINE SYSTEM can be used without paying any fees, subject to these Terms and Conditions;|
|Paid Membership||some services offered by the CLIPIT ONLINE SYSTEM for business profiles require that a User have a Paid Membership, which can be purchased from within the CLIPIT ONLINE SYSTEM;|
|Guidelines||rules or recommendations applicable to specific features, products, or services which may be posted from time to time on the CLIPIT ONLINE SYSTEM;|
|CLIPIT ONLINE SYSTEM Materials||the visual interfaces, graphics, design, systems, methods, information, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements that contribute to the overall functioning, regardless of supplier or owner, of the CLIPIT ONLINE SYSTEM;|
|CLIPIT ONLINE SYSTEM Services||the Web Site, Services, System, Application, Content, Platform and all content, services and/or products available on or through the CLIPIT ONLINE SYSTEM platforms;|
|Products||the goods or services that a User (through a Membership / Business Profile) is offering to other Users on the CLIPIT ONLINE SYSTEM;|
|Special Terms||any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;|
|System||the integrated cloud computing solution for providing the CLIPIT ONLINE SYSTEM Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;|
|Supplier||CLIPIT (PTY) LTD with Company Registration Number:2017/381071/07|
|Web Site||the compilation of all web documents (including images and code files) made available via www.clipit.co.za or its sub domains or domains owned by the Supplier.|
2. Authority to Enter into These Terms with Supplier
The use of the CLIPIT ONLINE SYSTEM Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a User, a person must have the legal capacity to do so. Such individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian.
The Terms are accepted as soon as one of the following occurs first:
You may not, without Supplier's prior written consent, access the CLIPIT ONLINE SYSTEM Services
Once accepted, these Terms remain effective until terminated as provided for herein.
3. Modifications to Terms
Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through any CLIPIT ONLINE SYSTEM communication platforms. It is the responsibility of the User to ensure that he/she is familiar with any changes to these Terms. Your continued use of the CLIPIT ONLINE SYSTEM after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the CLIPIT ONLINE SYSTEM, or (ii) 14 days from posting of such modified Terms. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.
4. Supplier Responsibilities
4.1. Provision of CLIPIT ONLINE SYSTEM. Supplier will (a) make the CLIPIT ONLINE SYSTEM, Content and User Data available to a User pursuant to these Terms, (b) provide applicable standard support for the CLIPIT ONLINE SYSTEM to User, (c) use commercially reasonable efforts to make the CLIPIT ONLINE SYSTEM available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay.
5. Using the CLIPIT ONLINE SYSTEM
5.1 Establishing an Account. Certain features, functions or services of the CLIPIT ONLINE SYSTEM are available only by holders of an Account. The individual who wishes to create an Account must:
If a User grants another individual Authorization to access the CLIPIT ONLINE SYSTEM on his/her behalf, it is the User's responsibility to ensure that the authorised individual adhere to these Terms.
A User may be associated with multiple User Accounts, Membership or Business Profiles. Supplier may suspend all associated Users Accounts and/or Membership or Business Profiles should one of the associated Users be in violation of these Terms.
A User must provide Supplier with true, accurate, current, and complete information about the User, and all associated Membership or Business Profiles.
5.2 Logging into an Account. Supplier shall provide User with a username and password (“Login Credentials”) that can be used to log into its Account. These Login Credentials may not be used by multiple individuals. Users are responsible for keeping their login credentials confidential. User must promptly notify Supplier:
5.3 Termination of Account. User may terminate these Terms at any time by requesting (sent an email to firstname.lastname@example.org) that his/her User Account be deleted. All Profiles associated with the Account will also be deleted.
5.4 Paid Membership. Certain services for Membership / Business Profiles are subject to a User having a Paid Membership. A Paid Membership requires a fixed monthly payment agreement that can be arranged within the CLIPIT ONLINE SYSTEM. These Monthly Payments are non-refundable, i.e. there are no refunds for periods where the User did not make use of the CLIPIT ONLINE SYSTEM or the services offered by the CLIPIT ONLINE SYSTEM, used it only partially, or the User Account was deleted or suspended by the Supplier.
6.1 Card Authorization. When a User uses the electronic payment gateway system on the CLIPIT ONLINE SYSTEM, CLIPIT ONLINE SYSTEM (PTY) LTD accepts that the User are providing the true and correct information required by the fields of the payment gateway to conclude a successful monthly payment agreement. The User hereby acknowledges that a third-party electronic payment gateway system is used that is not controlled by CLIPIT (PTY) LTD or any of its directors, shareholders and that CLIPIT (PTY) LTD or any of its directors, shareholders does not take any responsibility or liability with regards to any losses whether negligent or fraudulent that may occur through use of the third-party payment gateway system.
6.2 Cancellation of Paid Membership. User can cancel his/her Paid Membership by giving Supplier 1 month written notice by email (to email@example.com) on the day of last payment. Services and Privileges associated with a Paid Membership will be cancelled after the 1 month notice.
7. User data
7.1 Uploading User Data to any CLIPIT ONLINE SYSTEM Platform. If the User Uploads User Data to any CLIPIT ONLINE SYSTEM Platform, such User Data and any processing of such User Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the User Data belong to the User or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the CLIPIT ONLINE SYSTEM by Supplier. By uploading User Data to the CLIPIT ONLINE SYSTEM, User authorizes Supplier to process the User Data. The User is responsible for ensuring that:
7.2 No Guarantee of Accuracy. Supplier does not guarantee any accuracy with respect to any information contained in any User Data. The User understand that all information contained in User Data is the sole responsibility of the User from whom such User Data originated. This means that User, and not Supplier, is entirely responsible for all User Data that is uploaded, posted, transmitted, or otherwise made available through the CLIPIT ONLINE SYSTEM Services, as well as for any actions taken by the Suppliers or other Users as a result of such User Data.
7.3 Exposure to Other User's User Data. A User may allow other Users to view and use their User Data. User understand that Supplier cannot, and does not, review all User Data and does not endorse any User Data. User further understand and acknowledge that he/she may be exposed to other User's User Data that is inaccurate, misleading, offensive, indecent, or objectionable. Supplier shall not be responsible for any User Data, including, without limitation for the accuracy, completeness, relevancy, content of any User Data.
7.4 The Use of Other User's User Data. A User's User Data may be shared with other Users. Supplier is not responsible for how a User's User Data is used or treated by other Users.
7.5 Sharing User's User Data. Users can share their User Data with other Users at their sole discretion. User understands that such shared User Data is in the public domain, and Supplier has no control over such shared information, nor shall Supplier be held liable for any abuse, directly or indirectly caused by User Data sharing, of shared User Data.
7.6 Access to Other User's User Data. Other Users may grant User access to their User Data. User agree to treat such User Data as confidential and use the User Data for its intended use.
7.7 Intended Use of Other User's User Data. Users User Data may be shared with Users associated with Membership / Business Profiles. These User Data may only be used by the User who created and manages the applicable Membership / Business Profile it was shared with, and solely for the purpose of contacting the User using ONLY the contact information shared. Explicit permission must be obtained from Other Users to use their User Data on any other platform than Suppliers platforms.
7.8 Unlawful User Data. Supplier is not obliged to pre-screen, monitor or filter any User Data or acts of its processing by the User in order to discover any unlawful nature therein. However, if such unlawful User Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain User Data is unlawful, Supplier has the right to:
If Supplier is presented convincing evidence that the User Data is not unlawful, Supplier may, at its sole discretion, restore such User Data, which was removed from the CLIPIT ONLINE SYSTEM.
In addition, in the event Supplier believes in its sole discretion User Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such User Data at any time with or without notice.
7.9 Compelled Disclosure. Supplier may disclose a User's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide User with prior notice of the compelled disclosure (to the extent legally permitted) and User shall provide reasonable assistance, at its cost, if User wishes to contest the disclosure. If Supplier is compelled by law to disclose User's confidential information as part of a civil proceeding to which Supplier is a party, and User is not contesting the disclosure, User will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the CLIPIT ONLINE SYSTEM Services. Subject to these Terms, Supplier grants User a non-exclusive, non-transferable, non-sub-licensable license to use the CLIPIT ONLINE SYSTEM Services to:
8.2 Technical Support. Supplier shall provide reasonable technical support to User at the reasonable request of the User. Supplier shall respond to enquiries of support from a User utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
8.3 Modifications to Service. Supplier reserves the right to modify the CLIPIT ONLINE SYSTEM or any part or element thereof from time to time without prior notice, including, without limitation:
As applicable, User may be notified of such modifications when logging into his/her Account. Modifications, including change in Credit fees for the CLIPIT ONLINE SYSTEM, will become effective thirty (30) days before the effective date of such changes.
If the User does not accept the change, the User shall notify Supplier before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The User's continued use of the CLIPIT ONLINE SYSTEM, or any part or element thereof, after effective date of modifications shall indicate its consent to the changes. Supplier shall not be liable to the User or to any third person for any modification, suspension or discontinuance of the CLIPIT ONLINE SYSTEM, or any part or element thereof.
9.1 Prohibited Activities. User may use the CLIPIT ONLINE SYSTEM and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, the User may NOT:
9.2 Certain Uses Require Supplier Consent. The User may not, without Suppliers' prior express written consent:
11. Intellectual Property Rights
11.1 Suppliers' Intellectual Property Rights in the CLIPIT ONLINE SYSTEM. The CLIPIT ONLINE SYSTEM Software, CLIPIT ONLINE SYSTEM Materials, CLIPIT ONLINE SYSTEM trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. CLIPIT ONLINE SYSTEM Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such CLIPIT ONLINE SYSTEM Software, CLIPIT ONLINE SYSTEM Materials, CLIPIT ONLINE SYSTEM trade names and trademarks, and any parts or elements. Your use of the CLIPIT ONLINE SYSTEM Software and CLIPIT ONLINE SYSTEM Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the CLIPIT ONLINE SYSTEM Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the CLIPIT ONLINE SYSTEM Software, CLIPIT ONLINE SYSTEM Materials and CLIPIT ONLINE SYSTEM trade names and trademarks not expressly granted in the Terms.
11.2 Content Owned by Supplier. Subject to these Terms, Supplier grants User and its authorized users a non-exclusive, non-transferable, non-sub-licensable license solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the CLIPIT ONLINE SYSTEM. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the CLIPIT ONLINE SYSTEM Services or as otherwise permitted by applicable law.
11.3 User data
11.4 Feedback. If User provides Suppliers with any comments, bug reports, feedback, or modifications for the CLIPIT ONLINE SYSTEM (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the CLIPIT ONLINE SYSTEM. User hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
12. Third-Party Sites, Products and Services
The CLIPIT ONLINE SYSTEM may include links to other websites or services (“Linked Sites”) solely as a convenience to Users. Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
13. Disclaimers; No Warranty
15. Limitation of Liability
15.1 No Liability: Supplier shall not be liable to the User for any consequences resulting from:
In addition, Supplier and its affiliates shall not be liable to the User for any claim by any User, person, Organization or third persons against the User arising out of the User's failure to:
15.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
16. Termination of These Terms
16.1 For Convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:
16.2 For Default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
16.3 Effect of Termination. Upon termination of these Terms,
If Supplier terminates these Terms as a result of an uncured breach by a User or User, Supplier is entitled to use the same or similar remedies against any other persons who use the CLIPIT ONLINE SYSTEM in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the User or User may lose Access or suffer a loss of certain features, functions, parts or elements of the CLIPIT ONLINE SYSTEM.
If Supplier has reasonable grounds to believe that the Users' use of the CLIPIT ONLINE SYSTEM, including the Account or Business Profiles may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
17. Who You Are Contracting With
17.1 General. The Supplier with whom User is contracting depends on the domicile of the User. The Supplier determines the domicile of the User based on the country indicated in the billing address of the User who concludes these Terms on behalf of the User.
|CLIPIT (PTY) LTD||e-mail: firstname.lastname@example.org|
|Registration Number:2017/381071/07||46 Neethling Street, Palmiet, Kleinmond, 7195|
17.2 Governing Law and Jurisdiction.
This agreement is the exclusive and complete agreement between the parties and no warranties, guarantees, representations or any other terms and conditions of whatsoever nature not contained herein will be binding to the parties.
South African laws are applicable regarding the use. Users consent to the Jurisdiction of the Gauteng High Court, Pretoria and/or the Pretoria Magistrates' Court in the event of any civil dispute.
18. General Provisions
18.1 Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the User and either Supplier, and the User shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
18.2 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
CONSUMER PROTECTION ACT
Insofar as the Consumer Protection Act governs this agreement and/or the relationship between the parties, it is specifically agreed that in the event of any clause or sub-clause herein not being permitted in terms of the Consumer Protection Act, such clause or sub-clause shall be severed from this agreement and be treated as if it were not a part of this agreement. All provisions which automatically apply to an agreement of this nature in terms of the Consumer Protection Act are automatically incorporated herein.”
18.3 Assignment. User may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the User, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the User, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the User, or its permitted successive assignees or transferees.
18.4 No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
18.5 Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.