RESPO TERMS OF USE

INTRODUCTION
- This Agreement describes the terms and conditions on which the Services will be provided by RESPO to you, the Client.
- The Client wishes to appoint RESPO, on a non-exclusive basis as of the Effective Date, to provide the Services to the Client and RESPO accepts such appointment.
- The Parties have therefore entered into this Agreement to give effect to thereto.
Services
- Description of the Services: RESPO is a mobile app solution (“Application”) which is aimed at reducing the time it takes for emergency services providers to reach a patient/victim. The Application uses features like GPS tracking, data capturing, user matching and push notification to fast track the request process and transfer the relevant information to the emergency response service provider (‘’Responder”), resulting in more lives being saved during medical emergencies.
- Responders receive alerts from patients in distress and then react to these alerts provided through the Application.
- RESPO’s website, www.respo.co.za (“the Website“) will maintain a full and growing list of the Services which will be made available to the Client, and the unique terms, conditions and pricing on which the Services are provided (“the Services“).
- RESPO shall commence rendering the Services on the Effective Date and shall continue to render the Services for the term of this Terms of Use.
- The Client agrees that the terms of the Services as available from time to time through the Website or Application are explicitly included as part of this Terms of Use and are binding on both RESPO and the Client.
- Changes to Services: RESPO will be entitled to add to, change, suspend and/or discontinue any Services or any term on which the Services are provided to the Client, at RESPO’ sole discretion. Such change in the Services will be effective on written notice to the Client with effect from the end of the following calendar month (who will have the right to cancel the Services if the change is not agreed to).
Commencement, Duration and Termination
- This Agreement shall commence on the Effective Date and will continue in force and effect on a month to month basis, until cancelled in writing.
- Termination rights: in addition to any other rights to terminate or cancel in terms of this Agreement, if applicable, either Party shall be entitled to terminate this Agreement at any time for any reason or no reason upon 30 (thirty) days’ written notice to the other Party.
- RESPO shall be entitled to terminate this Agreement immediately, if the Client:
  - is in breach of its obligations and restrictions in terms of this Agreement;
  - has failed to pay the Fees due in terms of clause Error! Reference source not found. and such payments are outstanding for more than 30 (thirty) days from the due date;
  - takes any steps in contemplation of being placed under provisional or final liquidation;
  - attempts a compromise, composition, assignment or arrangement with its creditors;
  - passes a resolution for its voluntary winding-up;
  - has any of its property, movable or immovable, attached in execution or by any process of any court;
  - makes default without remedy or threatens to make default in the payment of liabilities generally; or
  - commits any act or omission which is an act of insolvency in terms of the applicable insolvency laws.
- Effect of termination: upon termination of this Agreement for any reason:
  - all amounts outstanding to either Party shall become immediately due and payable, without demand or further notice of any kind, all of which are expressly waived by the Parties; and
  - both Parties shall immediately delete all electronic copies and destroy all hard copies of all Confidential Information.
- The termination or expiration of this Agreement shall not affect any liabilities or obligations, including, without limitation, payment and indemnification obligations, which arose pursuant to the terms of this Agreement prior to the date of termination of this Agreement.
FEES
- In consideration for rendering the Services, the Client/Service Provider shall pay to RESPO (“the Fees”) according to tier pricing guide. (Please refer to the tiered pricing guide on www.respo.co.za/pricing). A User meaning a client profile listed on the Respo system on behalf on the client.
- Invoicing of Fees: RESPO shall issue regular invoices to the Client on a monthly or annual basis, in advance, unless otherwise agreed to in writing.
- Increases in the Fees: the Client agrees that on each anniversary of the Effective Date, the Fees may, if the duration of this Agreement extends beyond the 1^st (first) anniversary of the Effective Date, be reviewed and increased on such anniversary of the Effective Date at the discretion of RESPO.
- Taxes: in addition to the Fees and subject to receipt of a valid Tax invoice, the Client shall pay any applicable Taxes, levies and customs duties with regard to the Services.
- Expenses: all expenses incurred by RESPO in the course of providing the Services shall be agreed in advance by the Client and will be included in RESPO’s invoices.
- General: all payments to be made by the Client to RESPO in terms of this Agreement shall be made by the Client:
  - without set-off or deduction of any kind; and
  - into RESPO’s bank account, the details of which will be provided by RESPO, either displayed on the invoice or by written notice.
- Overdue amounts: if any amount payable by the Client in terms of this Agreement is not paid when due, then RESPO will be entitled to levy interest on such outstanding amounts at a rate of 2% (two percent) per month from the date of default and which interest shall be calculated and capitalised on the same day of each month, in arrears, on the amounts due until the default has been remedied in full by the Client.Exclusivity
Exclusivity
This is a non-exclusive contract; accordingly, the Client may appoint other service providers of the same or similar services, and RESPO may perform the same or similar services for any other customer.

Intellectual Property
- RESPO owns and will continue to own all right, title and interest in and to the Intellectual Property, reports, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, or other technology provided or developed by RESPO (or a third party acting on RESPO’s behalf) pursuant to this Agreement in the course of rendering the Services to the Client including modifications, enhancements, improvements or derivative works of any of the aforegoing, regardless of who first conceives or reduces to practice, and all Intellectual Property in any of the aforegoing (collectively, “the RESPO Intellectual Property“) shall belong to and be the absolute property of RESPO.
- To the extent necessary, the Client hereby unconditionally and irrevocably assigns all rights to the Intellectual Property, discovery, invention, secret process or improvement in a procedure to RESPO.
Licenses
- Subject to the Client complying with its obligations in terms of this Agreement, RESPO grants to the Client a worldwide, non-exclusive and non-transferable license to use the RESPO Intellectual Property provided as a result of or in the course of the Services, for the Client’s internal business use only.
- This license grant does not include the right to sublicense, provided that the Client may permit its suppliers, subcontractors and other related third parties to use RESPO Intellectual Property solely on the Client’s behalf for the Client’s benefit, provided that the Client ensures that any such use is subject to license restrictions and confidentiality obligations at least as protective of RESPO’s rights in such RESPO Intellectual Property as are specified in this Agreement
Warranties s and Disclaimer
- RESPO DOES NOT WARRANT THAT THE SERVICE OR ANY CONTENT, SERVICE, OR FEATURE OF THE RESPO WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF RESPO WILL PROVIDE SPECIFIC RESULTS. RESPO, ITS CONTENT, AND SERVICE ARE DELIVERED AND PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.
- The Client understands and agree that it uses the Service at its own risk and that the Client will be solely responsible for any possible consequences that such use or misuse may have or result in. All responsibilities and liabilities towards users, customers, and third parties remain solely with the Client, all without recourse against RESPO, its owners, and its employees.
- Each Party hereby warrants and represents to the other that:
  - it has all requisite power and authority to execute and implement this Agreement and has all necessary power and authority to perform its obligations as set out in this Agreement;
  - the entering into of this Agreement will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which the relevant Party may be a party; and
  - the execution and implementation of this Agreement has been duly authorised by all necessary action on the part of the relevant Party and this Agreement, when duly executed and implemented by the Parties, will constitute a legal and binding obligation of the Parties enforceable in accordance with its terms.
- RESPO makes no warranties to the Client of any nature.
LIMITATION OF LIABILITY

RESPO will not, under any circumstances, be liable to the Client for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts which the Client may sustain or suffer (or with which the Client may be threatened) as the result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of this Agreement or in the course of the discharge or exercise by the Parties or their employees, agents, professional advisors or delegates of their obligations or rights in terms of this Agreement or the termination of this Agreement for any reason.

No consequential losses

Under no circumstances whatsoever shall either Party be liable for any indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss or damage was actually foreseen or reasonably foreseeable), including but not limited to any loss of commercial opportunities or loss of profits, and whether as a result of negligent (including grossly negligent) acts or omissions of such Party or its servants, agents or contractors or other persons for whose actions such Party may otherwise be liable in law.

Indemnity

The Client hereby indemnifies and holds harmless RESPO (including its shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time) against any claim by any third party for any costs, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts arising, whether directly or indirectly, from the use of the Services or any a breach of this Agreement by the Client.

Confidentiality
- The Receiving Party is obliged to treat all the Confidential Information as confidential. In addition, the existence and terms of this Agreement shall not be disclosed by any Party to any third party without the consent of the other Party, except as may be required by law.
- The Receiving Party may use the Confidential Information exclusively for the Purpose.
- The Receiving Party shall only disclose Confidential Information to its employees and contractors who:
  - have a need to access such Confidential Information solely for the Purpose; and
  - have been advised of the obligations of confidentiality and are under obligations of confidentiality substantially similar to those set out in this Agreement.
- The Receiving Party shall have no obligation to retain as confidential any information which:
  - was legally in its possession or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party;
  - is, or subsequently becomes, legally and publicly available without breach of this Agreement; or
  - is legally obtained by the Receiving Party from a third-party source without any obligation of confidentiality.
- Subject to the provisions of clause 4, the confidentiality obligations of the Receiving Party shall be perpetual and will survive the termination or expiry of this Agreement.
- The Receiving Party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party:
  - prior written notice of such obligation; and
  - the opportunity to oppose such disclosure or obtain a protective order.

BREACH

If either Party breaches any material provision or term of this Agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved Party shall be entitled without notice, in addition to any other remedy available to it at law or under this Agreement, including obtaining an interdict, to cancel this Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party’s right to claim damages.

ARBITRATION
- Other than in respect of those provisions of this Agreement which provide for their own remedies which would be incompatible with arbitration, a dispute which arises in regard to:
  - the interpretation of;
  - the carrying into effect of;
  - any of the Parties’ rights and obligations arising from;
  - the termination or purported termination of or arising from the termination of; or
  - the rectification or proposed rectification of,

this Agreement, or out of or pursuant to this Agreement, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), shall be submitted to and decided by arbitration.

That arbitration shall be held:
- with only the Parties and their representatives present;
- at Durban.
It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty-one) Business Days after it has been demanded. The Parties shall use their best endeavours to procure the expeditious completion of the arbitration.
The arbitration shall be subject to the arbitration legislation for the time being in force in the Republic of South Africa.
The arbitrator shall be an impartial admitted attorney whether practising or non-practising of not less than 10 (ten) years standing appointed by the Parties or, failing agreement by the Parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the Parties shall be nominated by the President (or his/her nominee) for the time being of Kwa Zulu Natal Law Society (or its successor body in KwaZulu Natal), following which the Parties shall immediately appoint such person as the arbitrator. If that person fails or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.
The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.
The arbitrator shall be obliged to give his/her award in writing fully supported by reasons.
The provisions of this clause 14 are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.
The arbitrator shall have the power to give default judgment if any Party fails to make submissions on the due date and/or fails to appear at the arbitration.
The arbitrator’s award shall be final and binding on the Parties.
The costs of any venue, arbitrator’s remuneration, recording, transcription and other costs and expenses ancillary to the hearing shall be borne by the Parties in equal shares and shall be recoverable, as costs in the cause under the provisions of any award.
The Parties, together with the arbitrator will agree from time to time on the arbitrator’s remuneration, which will be paid by the Parties in equal shares, upon receipt of invoices.

Force Majeure
- Except for the obligation to pay monies due and owing, neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including, without limitation, acts of God, earthquakes, labour disputes, actions of governmental entities (including but not limited to delay caused by customs regulations or a change in customs regulations), riots, war, terrorism, fire, epidemics or other circumstances beyond its reasonable control.
- The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party’s performance, provided that if such period exceeds 60 (sixty) days, then either Party shall be entitled to terminate this Agreement immediately on written notice while the Party’s performance continues to be prevented.
General
- Data protection: for purposes of the Protection of Personal Information Act, 4 of 2013 (“POPI“), RESPO shall be an operator mandated by the Client to process personal information in terms of this Agreement and will comply with all requirements relating to operators as prescribed by POPI. The Client agrees that RESPO shall have the right to process any personal information gained as a result of this Agreement.
- No assignment: no Party will be entitled to cede its rights or delegate its obligations in terms of this Agreement without the express prior written consent of the other Party.
- Relationship between the Parties: the Parties agree that neither Party is a partner or agent of the other Party and neither Party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.
- No representation: to the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
- Severability: any provision in this Agreement, which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement.
- Address for service: any notice, approval, request, authorisation, direction, or other communication under this Agreement shall be given in writing, directed to the address for RESPO set forth in clause 2.4 and for the Client at the address and e-mail so provided during the registration, and shall be deemed to have been delivered and given for all purposes:
  - on the delivery date if delivered by email;
  - on the delivery date if delivered personally to the Party to whom the same is directed;
  - 1 (one) business day after deposit with a commercial overnight carrier with written verification of receipt; or
  - 5 (five) business days after the mailing date whether or not actually received, if sent by registered or recorded delivery post or any other means of rapid mail delivery for which a receipt is available to the contact at the address of the Party to whom the same is directed.
- Governing law: this Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the Republic of South Africa and the Parties submit to the exclusive jurisdiction of the High Court of South Africa (Durban).
- Whole agreement: this Agreement sets forth the entire agreement and supersedes any and all prior or contemporaneous agreements and representations, written or oral, of the Parties with respect to the transactions set forth herein, all of which are excluded, except for fraudulent misrepresentations. The Parties acknowledge that as of the date hereof, no binding commitments exist between the Parties with respect to the subject matter of this Agreement except as may be provided herein and as per the terms on the Website from time to time.
INTERPRETATION

The headings of the clauses in this Agreement are for convenience and reference only and shall not be used in the interpretation of, nor modify nor amplify the terms of this Agreement, nor any clause of this Agreement. Unless a contrary intention clearly appears:

words importing:
- any gender includes all others;
- the singular includes the plural and vice versa; and
- natural persons include created entities (corporate or unincorporated) and the state and vice versa;
the following terms have the meanings assigned to them in this clause 2 and cognate expressions shall have corresponding meanings, namely:
- “Agreement” means these Terms of Use.
- “Applicable Laws” means any law, by-law, ordinance, proclamation and/or statutory regulation which the Parties are required to observe by reason of the provision of the Services, use of or business with the Services and matters incidental thereto, including, but not limited to, any present or future legislation, measure, requirement, order, ordinance, rule, guideline, practice, concession, or request issued by any relevant authority, government body, agency or department, which is applicable to this Agreement;
- “Business Day” means any day excluding Saturday, Sunday and a public holiday in the Republic of South Africa;
- “RESPO” means Proprietary Limited (Registration number: 2016/317798/07), a private company incorporated under the laws of the Republic of South Africa, with its registered address situated at 5th Floor Smartxchange Building, 5 Walnut Rd, Durban 4001;
- “RESPO Intellectual Property” means the Intellectual Property contemplated in clause 6.1 and 6.2;
- “Confidential Information” means the terms and conditions of this Agreement, and any other information disclosed by one Party to the other, including, but not limited to, information regarding each Party’s products, services, product designs, prices and costs, trade secrets, know how, inventions, development plans, techniques, processes, programs, schematics, software, data, customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, pre-release products and any other information which the Receiving Party knows or reasonably ought to know is confidential, proprietary or trade secret information of the Disclosing Party. This definition also includes any information disclosed by or to any Affiliate concerning this Agreement and the Services provided in terms of this Agreement;
- “Disclosing Party” means a Party disclosing Confidential Information;
- “Effective Date” means the date upon which the Client completes any electronic or hardcopy acceptance form or process made available by RESPO, alternatively where the Client clicks the “SUBMIT” or “ACCEPT” buttons, whichever is the
- “Intellectual Property” means copyrights, patents, trademarks, designs or models, trade patterns, trade names and any other type of intellectual property and any rights to them (including applications for and rights to obtain or use same) which are used and/or held, whether or not currently used, by RESPO in connection with its business and/or any other rights to such Intellectual Property;
- “Parties” means the parties to this Agreement;
- “Purpose” means in relation to this Agreement and the delivery of the Services in terms of this Agreement;
- “Receiving Party” means a Party receiving Confidential Information;
- “Services” means the services described in clause 1 to be delivered by RESPO to the Client in terms of this Agreement;
- “Tax” means all taxes, charges, duties, levies, deductions, withholdings or fees of any kind whatsoever, or any amount payable arising out of the aforegoing, imposed, levied, collected, withheld or assessed by a governmental authority, together with any penalties, fines or interest relating thereto;
reference to any legislation is to that legislation as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such legislation. Any reference to a particular section in any legislation is to that section as at the Signature Date, and as amended or re‑enacted from time to time and/or an equivalent measure in any legislation, provided that if as a result of such amendment, the specific requirements of a section referred to in this Agreement are changed, the relevant provision of this Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;
if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in this clause 17, effect shall be given to it as if it were a substantive provision in the body of this Agreement;
when any number of days is prescribed in this Agreement, the method for calculation shall be to exclude the first day and include the last day, unless the last day falls on a day that is not a Business Day, in which case the last day shall be the next succeeding Business Day;
if figures are referred to in numerals and in words and if there is any conflict between the two, the words shall prevail;
expressions defined in this Agreement shall bear the same meanings in schedules or annexures to this Agreement which do not themselves contain their own conflicting definitions;
if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined in clause 2;
the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement that expressly provide will operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;
the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;
any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be;
the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word(s); and
any reference in this Agreement to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented.