Terms and Conditions

NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual agreements contained herein, the parties agree as follows:

1. Definitions.

1.1 "Services." The web services described and specified on the applicable Purchase Order and any updates or upgrades to such services which may be generally released by Odyssey to all customers from time to time.

1.2 "Odyssey Technology." The computer hardware, software and other tangible equipment and intangible computer code necessary to deploy and serve the Services via the Site.

1.3 "Sites." Odyssey’s and any sub domains.

· http://www.odysseycrm.co.za

· http://www.odysseyjobcard.co.za

· http://www.odysseyclubcard.co.za

· http://www.odysseyonline.co.za

1.4 "Authorized Users." The number of identifiable unique persons consisting of Customer's personnel and outside consultants who are authorized to access and use the Services, as specified in the applicable Purchase Order(s). Authorized Users may include Customer’s third party consultants, outsourcers, contractors and other service providers.

1.5 "Affiliate." With respect to Customer, any parent or subsidiary corporation, and any corporation or other business entity controlling, controlled by or under common control with Customer, which agrees in writing to be bound by all the obligations of Customer hereunder.

1.6 "Internet Data Centers." Any of the facilities owned or controlled by Odyssey and used by Odyssey to provide the Services. These facilities house the Odyssey Technology used for the provision of Services. These servers are completely safe and data is regarded as highly confidential.

1.7 "Customer Data." Customer’s information or other data processed, stored or transmitted by, in or through the Services, including without limitation personal information relating to the Customer’s personnel, customers, and prospective customers such that the identity of such persons is apparent or can reasonably be determined from such personal information.

1.8 "Purchase Order." A document indicating (Signed Quotation) that it is a "purchase order" which incorporates the terms of this Agreement either (i) in written form if mutually agreed upon and duly executed by the parties, or (ii) by email if the email is transmitted and received between email addresses previously designated by the parties for purposes of Purchase Orders and the email consists of at least one message from each party that indicates complete agreement on all terms described in the email and the intention to be bound by such terms. In order to be binding, a "purchase order" must comply with the above requirements.

1.9 "Proprietary Rights." Any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property.

1.10 SaaS (Software as a Service) All services and usage of the software is available to the customer online. Registration & setup fees are excluded and treated as a non-refundable once of payment per user. NOTE : Monthly charges are per debit order and paid in advance for use of software and services.

2. Subscription License Grant

Subject to the terms and conditions hereof, during the term hereof, Odyssey hereby grants to Customer and its Affiliates only to the extent of Authorized Users and solely for Customer’s internal business purposes a non-exclusive, non-transferable, worldwide right and license to access the Site and use the Services. All rights not expressly granted to Customer herein are expressly reserved by Odyssey.

3. Use Restrictions

Customer covenants and agrees that its use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations, including trade secret, copyright, trademark, and export control laws. Without limiting the generality of the foregoing, Customer shall not, nor shall it permit or assist others, (i) to abuse or fraudulently use the Services; (ii) to process or permit to be processed the data of any third party that is not expressly authorized herein to access and use the Services; and (iii) to attempt to copy, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source codes of any part of the Odyssey Technology; or (iv) to access, alter, or destroy any information of any customer of Odyssey by any fraudulent means or device, or attempt to do so.

4. Evaluation License Option.

If the applicable Purchase Order expressly provides for the evaluation license option, then Customer is hereby granted a royalty-free, non-exclusive, non-transferable, worldwide right and license to access and use the Services for evaluation purposes only for the evaluation term and for the number of Authorized Users specified on the Purchase Order. Email Technical support services will be provided during the evaluation period at no charge. For the duration of the evaluation license term, the Services will be provided "AS-IS", WITHOUT ANY WARRANTY EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE SERVICE LEVEL WARRANTY, OR ANY INDEMNITY PROVIDED HEREIN, AND ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ARE HEREBY DISCLAIMED. Upon the expiration of the evaluation term, this Agreement will terminate, unless Customer pays the initial registration & setup fees as specified in the applicable Purchase Order, in which case this Agreement shall continue without this evaluation license.

5. Security.

Customer shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of its link to the Internet. As part of the Services, Odyssey shall implement reasonable security procedures consistent with prevailing industry standards to protect Customer Data from unauthorized access (the "Security Standard"). Provided that Odyssey is in compliance with the Security Standard, the parties agree that Odyssey shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Odyssey at the time. Odyssey will promptly report to Customer any unauthorized access to Customer Data promptly upon discovery by Odyssey, and Odyssey will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such Customer Data is required, Customer shall be solely responsible for any and all such notifications at its expense.

6. Set-Up of Services.

On or before the "go live" date specified in the applicable Purchase Order, Odyssey will complete all tasks required to make the Services accessible to Customer, including (i) implementing in the Odyssey Technology any interfaces required in the applicable Purchase Order, (ii) delivering to Customer any proprietary software and related documentation necessary to access the Odyssey Technology to access and use the Services, (iii) assigning all security access, passwords and user IDs necessary to access the Odyssey Technology to access and use the Services, and (iv) preparing data that may be specified on the applicable Purchase Order for use with the Services.

7. Access Codes for Services.

Odyssey will permit access to the Services only over the Internet using access codes assigned by Odyssey. Access codes will be deemed the Confidential Information of both parties. (User name & password). It still remains the Customer and their user’s responsibility to maintain the secrecy and change the password from time to time.

8. Technical Requirements for Services.

8.1 Capacities. The Services shall be rendered in a manner that will support the Authorized User requirements and other requirements provided in the applicable Purchase Order.

8.2 Scalability. The Services shall be scalable in a manner that allows the Services to meet any forecasted increase provided in the applicable Purchase Order. Customer acknowledges that increasing the Authorized User requirements and/or data storage requirements may lead to increases in the fees charged for the Services.

8.3 Internet Data Centers. The Services will be provided through Internet Data Centers that are configured consistent with prevailing industry standards for fireproofing, power and backup generation, structural integrity, seismic resistance and resistance to other natural and man-made disruptions. In addition, the facility shall be secured against physical and electronic intrusion in a manner consistent with prevailing industry standards.

9. Backups.

For additional fees specified in the applicable Purchase Order, Odyssey shall make daily incremental backups (the "Incremental Backup") and weekly full backups (the "Full Backups") of Customer Data archived with the Odyssey Technology. The prior day incremental backup and a copy of the weekly backup shall be stored off-site in a secure facility designed to store and maintain backups for emergency use. Upon storage of a weekly backup in the off-site facility, the prior weekly backup shall be made available to Customer for by electronic delivery. Old Copies of Backups are only stored for a maximum period of 30 days.

10. Monitoring of Customer’s Use

Odyssey reserves the right to internally monitor Customer’s usage of the Site and Services.

11. No Commingling of Customer Data

The Services shall be operated in an environment where (i) all Customer Data shall be stored on files totally separate from those of other customers of Odyssey, or (ii) all files containing Customer Data are partitioned sufficient to protect the security and privacy of Customer Data.

12. Purchase of Additional Services

Customer may elect to purchase rights for additional Authorized Users and/or additional services by Purchase Order from time to time. Such additional purchases shall be governed by the terms and conditions hereof. Customer agrees that, absent Odyssey's express written acceptance thereof, the terms and conditions contained in any purchase order or other document issued by Customer to Odyssey for the additional purchases, shall not be binding on Odyssey to the extent that such terms and conditions are additional to or inconsistent with those contained in this Agreement.

13. Subscription Fees

Customer shall pay to Odyssey periodic subscription fees for the Services and technical support services provided hereunder in accordance with the applicable Purchase Order.

14. Taxes

All fees are exclusive of taxes or duties. If Odyssey is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on Odyssey's net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of Odyssey's invoice and supporting documentation for the taxes or duties charged.

15. Technical Support, Training, and Consulting Services

During the term hereof, Odyssey shall provide technical support in the form of responses to questions by email (Professional) or telephone & online support at no additional charge for Enterprise & unlimited versions only. If additional services are required for the proper use and operation of the Services or if training or consulting services are requested, Odyssey shall provide such services on a time and materials ("T&M") basis; that is, (i) Customer shall pay Odyssey for all the time spent performing such services (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be Odyssey's then-current standard rates when such services are provided. Any monetary limit stated in an estimate for T&M services shall be an estimate only for Customer's budgeting and Odyssey's resource scheduling purposes. If the limit is exceeded, Odyssey will cooperate with Customer to provide continuing services on a T&M basis. Odyssey shall invoice Customer monthly for T&M services. Charges shall be payable upon receipt of invoice by Customer. Odyssey reserves the right to require a non-refundable fee and/or cost deposit prior to commencement of services as well as a work order.

16. Technical Contacts

Customer shall designate one of its employees as its principal contact for communicating with Odyssey regarding technical issues hereunder. Customer may change its technical contact from time to time by written notice to Odyssey.

17. Proprietary Rights Ownership

Ownership of the Proprietary Rights embodied in the Site, Services, and Odyssey Technology shall remain exclusively vested in and be the sole and exclusive property of Odyssey and its licensors. In addition Customer hereby transfers and assigns to Odyssey any rights Customer may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer personnel relating to the Service. The domain and sub-domain names, product names and logos associated with the Services are trademarks of Odyssey or third parties, and no right or license is granted to use them.

18. Mutual Exchange of Confidential Information

The parties anticipate that each may disclose confidential information to the other. Accordingly, the parties desire to establish in this Section terms governing the use and protection of certain information one party ("Owner") may disclose to the other party ("Recipient").

18.1 Definition of Confidential Information. For purposes hereof, "Confidential Information" means:

(i) The terms and conditions hereof,

(ii) non-public aspects of Odyssey’s Site and the operation thereof, Odyssey Technology, and the Services and additional services provided by Odyssey, and Odyssey’s business and technical information, and data,

(iii) Customer Data, (Leads, Opportunities, Companies, Contacts and sales information) and non-public aspects of Customer’s technology, computer programs, and business and technical information, and data. In addition, Confidential Information includes information which, although not related to the Services or this Agreement, is nevertheless disclosed hereunder, and which, in any case, is disclosed by an Owner or its affiliate to Recipient in document or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a legend, is provided to Recipient within fifteen (15) days of the initial disclosure.

18.2 Restrictions on Use and Disclosure. Recipient may use Confidential Information of Owner only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure.

18.3 Exclusions. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that:

(i) is in the possession or control of Recipient at the time of its disclosure hereunder;

(ii) is, or becomes publicly known, through no wrongful act of Recipient;

(iii) is received by Recipient from a third party free to disclose it without obligation to Owner,

(iv) Is independently developed by a party as evidenced by its written and dated records and without any breach of this Agreement; or

(v) is the subject of a written permission to disclose provided by Owner. The Recipient may disclose Confidential Information of Owner pursuant to the requirements of a governmental agency or by operation of law, provided that such Recipient gives Owner written notice thereof as soon as practicable and reasonably cooperates with Owner to contest such disclosure.

19. General Skills and Knowledge

Notwithstanding anything to the contrary in this Agreement, Customer agrees that Odyssey is not prohibited from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Odyssey.

20. Customer Representations and Warranties

20.1 Customer represents and warrants that (i) the performance of its obligations and use of the Services (by Customer and its Authorized Users) will not violate any applicable laws, or regulations, including without limitation any and all laws and regulations regarding the transfer of personal information of residents of the European Union outside the European Union, or (ii) cause a breach of any agreements with any third parties or unreasonably interfere with the use by other Odyssey customers of Odyssey services.

20.2 Customer acknowledges that (i) Odyssey does not monitor the content of the information passing through the Services for purposes of verifying accuracy or legal compliance, and (ii) Customer will use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.

20.3 In the event of any breach by Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Odyssey will have the right to suspend immediately any Services if deemed reasonably necessary by Odyssey to prevent any harm to Odyssey and its business. Odyssey will provide notice to Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, Odyssey will promptly restore the Services.

21. Odyssey Representations and Warranties

Odyssey represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Customer will not violate any applicable laws or regulations or cause a breach of any agreements between Odyssey and any third parties. In the event of a breach by Odyssey of the foregoing warranties, Customer’s sole remedy is termination of this Agreement upon written notice to Odyssey.

22. Limited Warranty Odyssey Representations and Warranties

Odyssey represents and warrants that the Services will: (i) conform to all material operational features as described in the applicable Purchase Order. Customer’s sole and exclusive remedy for breach of this Limited Warranty shall be the prompt correction of non-conforming Services at Odyssey’s expense.

23. Service Level Warranty

Professional version : Email support only, within / allow 48 hour response.

Enterprise / unlimited : Email, telephone and online support, Allow 12 hours.

(Exclude software enhancements, data imports etc.)

24. Warranty Disclaimers

EXCEPT FOR THE LIMITED WARRANTY AND THE SERVICE LEVEL WARRANTY PROVIDED ABOVE, NEITHER ODYSSEY NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND ODYSSEY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE SERVICE, AND THAT CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THIS AGREEMENT. ODYSSEY DOES NOT WARRANT THAT THE SERVICE OR SITE WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE SERVICE OR SITE WILL OPERATE IN THE COMBINATIONS WHICH CUSTOMER MAY SELECT FOR USE, OR THAT THE OPERATION OF THE SERVICES OR SITE WILL BE UNINTERRUPTED, OR ERROR-FREE. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT ODYSSEY HAS NO CONTROL OVER THE INTERNET, AND THAT ODYSSEY IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES. ODYSSEY WILL IN NO CASE BE LIABLE FOR ANY DAMAGES OR LOSS OF INCOME CAUSED BY THE USE OF THIS SOFTWARE. ALTHOUGH ODYSSEY DOES EVERYTHING IN ITS POWER TO ENSURE ERROR FREE PRODUCTS, LIABILITY STAYS WITH THE CUSTOMER TO REPORT PROBLEMS AS SOON AS POSSIBLE.

25. Disclaimer of Actions of Third Parties

Odyssey does not and cannot control the flow of data to or from Odyssey’s Technology and other portions of the Internet. Such flow of data depends on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer’s connections to the Internet (or portions thereof). Although Odyssey will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Odyssey cannot guarantee that such events will not occur. ODYSSEY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.

26. Intellectual Property Indemnity

Except for third party software including without limitation open source software, Odyssey will indemnify, defend and hold harmless Customer and its Affiliates from and against any lawsuit, liabilities, loss, cost or expense arising out of a third-party claim made against Customer that the Odyssey Technology or Services infringe on any U.S. intellectual property right of a third party; provided, however, that Odyssey is notified in writing of such claim promptly after such claim is made upon Customer. Odyssey shall have the right to control any defense of the claim. In no event shall Customer settle any such claim without Odyssey's prior written approval. Odyssey shall have no liability or obligation if the claim arises from (i) any alteration or modification to the Odyssey Technology or Services other than by Odyssey, (ii) any combination of the Odyssey Technology or Services by Customer with other programs or data not furnished by Odyssey, or (iii) any use by Customer of the Odyssey Technology or Services that is prohibited by this Agreement or otherwise outside the scope of use for which the Odyssey Technology or Services are intended.

27. Options for Infringement Claims

If any party is enjoined from using the Odyssey Technology, or if Odyssey believes that the Odyssey Technology may become the subject of a claim of intellectual property infringement, Odyssey, at its option and expense, may: (i) procure the right for Customer to continue to use the Services; (ii) replace or modify the Odyssey Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Purchase Order; or (iii) terminate this Agreement, in which case Odyssey shall refund to Customer any and all subscription fees paid in advance by Customer for those Services not provided by Odyssey and provide, at Customer’s request and free of charge, the Customer Data in a database document format. This Section and the preceding Section sets forth the entire liability of Odyssey to Customer for any infringement by the Odyssey Technology or Services of any intellectual property right of any third party. Notwithstanding the foregoing, this Section does not apply to third party software including without limitation open source software.

28. Disclaimer of Incidental and Consequential Damages

EXCEPT FOR INDEMNITY OBLIGATIONS ESPRESSLY PROVIDED HEREIN AND ANY VIOLATION OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

29. Liability Cap

Except for Odyssey’s indemnity expressly provided herein and Odyssey’s confidentiality obligations, in no event shall Odyssey's aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, shall not exceed the total of subscription fees payable by Customer for the six (6) billing periods immediately preceding the claim for such liability.

30. Term of Agreement.

Odyssey CRM and it’s service fall within SaaS (Software as a Service) The term of this Agreement shall commence as of the Effective Date hereof and shall continue on a month to month basis. The initial term hereof shall automatically renew for every consecutive month unless either party notifies the other in writing not less than thirty(30) days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein. Either party may choose not to renew this Agreement without cause for any reason.

31. Term of Purchase Order.

Any Purchase created under this Agreement shall commence immediately upon execution by both parties, and shall continue thereafter as provided in the Purchase Order; provided, however, that notwithstanding anything to the contrary herein or in any Purchase Order, all existing Purchase Orders shall also terminate upon the expiration or termination of this Agreement. All purchases fall within the SaaS agreement and are non-refundable.

32. Automatic Termination

Unless Odyssey promptly after discovery of the relevant facts notifies Client to the contrary in writing, this Agreement and all Purchase Orders will terminate immediately without notice upon the institution of insolvency, bankruptcy, or similar proceedings by or against Odyssey, any assignment or attempted assignment by Odyssey for the benefit of creditors, or any appointment, or application for such appointment, of a receiver for Odyssey.

33. Termination for Cause

If either party fails to comply with any of the material terms and conditions of this Agreement or Purchase Order, including without limitation the payment of any subscription license fee or reimbursement due and payable to Odyssey under this Agreement, the non-defaulting party may terminate this Agreement and/or any or all Purchase Orders and any and all license rights upon fifteen (15) days' written notice to the defaulting party specifying any such breach, unless within the period of such notice, all breaches specified therein shall have been remedied.

34. Termination by Odyssey for End of Life

Odyssey intends to continue to provide and support the Services for so long as Customer renews in accordance with the applicable Purchase Order; provided, however, if, Odyssey determines in its sole discretion that it is no longer feasible to support the Services, Odyssey may terminate this Agreement for end of life at any time by providing one hundred eighty (180) days written notice to Customer.

35. Return of Materials

Within ten (10) days of the expiration or termination of any license under any Purchase Order, Customer shall return to Odyssey any materials provided by Odyssey.

36. Transition Services

If Customer is current in all payments due to Odyssey at the time of expiration or termination hereof, Odyssey shall provide to Customer its Customer Data in a standard database document format readily available to Odyssey at no additional charge. If Customer requests the Customer Data in a non-standard format, Customer shall pay to Odyssey a reasonable fee for technical services as determined by Odyssey.

37. Notices

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email or facsimile (provided delivery is confirmed), or U.S. Mail (registered or certified only), return receipt requested, in each case to the address set forth on the initial page hereof or at such other addresses as shall be designated in writing by either party to the other in accordance with this Section. Such notice will be deemed to be given when received.

38. Continuing Obligations

The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the Confidential Information of either party, or any remedy for breach thereof, and (v) the payment of taxes, duties, or any money to Odyssey hereunder.

39. Force Majeure

Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.

40. Miscellaneous

This Agreement shall be construed under the laws of South Africa, without regard to its principles of conflicts of law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.