I, the undersigned to, hereby agree to the terms and conditions detailed below.
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
1.1.1 “Agreement” means this agreement, and any schedules and price lists, as may be amended from time to time;
1.1.2 “Effective Date” means the date you start Using the Software;
1.1.3 “License” means the License of the Software specified in clause 2 below;
1.1.4 “Fault” means the Software fails to substantially conform to its specified functionality, excluding any discrepancy that is trivial, cosmetic, or has no material impact upon the Use of the Software;
1.1.5 “Fees” means the monthly or annual (as applicable) fees payable by you to PiMetix for Use of the Software as detailed in clause 3 below;
1.1.6 “PiMetix” means PiMetix (Pty) Ltd, a private company with limited liability incorporated in accordance with the laws of South Africa;
1.1.7 “Software” means the smeMetrics Software containing the contact and practice management and billing system services, being Software that may be accessed through the Website, and is owned by PiMetix and supplied for your Use in terms of this Agreement;
1.1.8 “Use / Using” means: loading, running or displaying the Software; possessing, using and/or accessing the Software; or storing the Software for such purpose;
1.1.9 “you, your” means you, the client Using the Software;
1.1.10 “Website” means the internet site owned by PiMetix where the Software may be accessed, being www.PiMetix.com, or such alternate internet site that PiMetix may notify to you in writing.
1.2 Words signifying the singular include the plural and vice versa, any one gender includes the other gender, and natural persons include juristic persons.
2 GRANT OF LICENSE AND AGREEMENT
2.1 By requesting and/or ordering and/or Using the Software, you agree to enter into this Agreement with PiMetix, and agree to be subject to the terms of this Agreement.
2.2 PiMetix grants you a personal, non-exclusive, non-transferable License to Use the Software from the Effective Date. This License is restricted to Use of the object code of the Software on a single website, and subject to your compliance with your obligations under this Agreement. This Licence is further subject to the condition that you do not modify the Software in any manner or form, or use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorised access to the Software. You agree not to access the Software by any means other than through the interface that is provided by PiMetix for the purpose of accessing the Software.
2.3 By Using the Software you agree to abide by and be bound to this Agreement, and any revised version of it. If any new service is added to the Software, or if the Software is amended or upgraded at any time, the most recent version of this Agreement will be deemed to apply to the Licence, Use of the Software, and any such new service and amendments or upgrades.
2.4 PiMetix will give you no less than 60 (sixty) days written notice of any intended change to this Agreement that is material or substantially detracts from or affects your rights herein and/or your Use of the Software.
2.7 PiMetix reserves the right to refuse any person’s request for Use of the Software at any time, without notice for any reason.
3.1 You will pay to PiMetix monthly fees in accordance with PiMetix’ standard schedule of fees, as reflecting on the Website, in exchange for your Use of the Software. Fees are payable by debit order, monthly in advance. No refunds will be given in the event that you terminate this Agreement early, and any payment made towards an unused period of the month will be retained by PiMetix as a cancellation penalty.
3.2 Alternatively, Fees may be payable annually in advance. Should you elect an annual payment option, you understand that the annual Fees comprise a discounted fee, and accordingly no refunds will be given in the event that you terminate this Agreement early for any reason. Any payment made towards an unused period of the year will be retained by PiMetix as a cancellation penalty.
3.3 Should PiMetix terminate this Agreement early, and provided that you have not breached any term of this Agreement, PiMetix will reimburse you the pro-rata Fees that you have paid in respect of the unused period of the applicable contract period.
3.4 The first 30 (thirty) days of Use calculated from the Effective Date will be granted to you free of charge. Should you continue Using the Software thereafter, you will be liable to pay Fees as at the 31st (thirty-first) day after the Effective Date.
3.5 Fees are payable in respect of your right to Use the Software and includes Software updates, but excludes training and support. Training and support will be chargeable in accordance with PiMetix’ standard schedule of fees, and payable within 7 (seven) days of date of invoice.
3.6 Fees, including any support fees, will increase annually, effective 01 January each year, in an amount determined by PiMetix, but not exceeding 10% (ten percent). PiMetix will give you no less than 30 (thirty) days written notice of any intended increase.
3.7 Fees are quoted excluding VAT and charged in South African Rands unless otherwise specified.
3.8 There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for any periods unused with an open account. You may contact PiMetix’ customer service to request a refund for extenuating circumstances, which request will be considered and granted, partially granted, or rejected at PiMetix’ sole discretion.
3.9 For any upgrade or downgrade in plan level, the account details that you provided will be automatically charged the new rate on your next billing cycle. Downgrading your service may cause the loss of content, features, or capacity available to you on the Software. PiMetix does not accept any liability for such loss.
3.10 Outstanding amounts will incur interest at 2% per month, compounded monthly.
3.11 PiMetix will be entitled to suspend your right to Use the Software should any amount due by you be outstanding, until such time as full payment has been made. Such suspension will not constitute a breach of this Agreement.
3.12 PiMetix may, from time to time and in its sole discretion, offer the Licence on a perpetual licence basis in exchange for a once-off Fee. Such offer will be conditional upon such terms as expressly specified by PiMetix, will be subject to expiry on a date and time specified by PiMetix, and may be withdrawn by PiMetix without notice. Should you acquire the Licence on a perpetual basis, you understand that you will remain liable to pay PiMetix an annual support fee in accordance with PiMetix’ standard schedule of fees, as reflecting on the Website, and payable annually on the anniversary of the Effective Date.
4 TERM AND TERMINATION
4.1 For monthly subscribers your service begins on the date you subscribe and automatically renews on the same day of each subsequent month. For annual subscribers your service begins on the date you subscribe and automatically renews one year from your subscription date. PiMetix will provide you with 2 (two) calendar months’ notice of the renewal if you are an annual subscriber.
4.2 Both you and PiMetix will be entitled to terminate this Agreement on no less that 20 (twenty) business days written notice to the other party. Any refunds will be made in accordance with clause 3 above.
4.3 This Agreement may be terminated by PiMetix with immediate effect if you:
4.3.1 commit a Contravention or breach clause 7 below; or
4.3.2 fail to pay the Fees that are due, and despite having received written notice demanding payment.
4.4 This Agreement may be terminated by either party if:
4.4.1 in terms of clause 9, the other commits a material breach of the Agreement;
4.4.2 the other commits an act that would, if it were a natural person, be an act of insolvency;
4.4.3 the other is placed into liquidation or under judicial management, business rescue or debt administration, whether provisionally or finally;
4.4.4 a judicial manager, curator or trustee is appointed to the other Party, whether provisionally or finally; or
4.4.5 the other is deregistered, dissolved, or ceases to carry on business.
4.5 Any clause that impliedly survives termination will survive termination of this agreement.
4.6 Forthwith upon termination of this Agreement PiMetix will cancel your access to the Software. Copies of your data stored using the Software as at the termination date will be made available to you electronically for a period of 2 (two) days following the cancellation of your access, whereafter PiMetix will delete such data from the Software. It is your sole responsibility to ensure that you retrieve such data within this period of time.
4.7 PiMetix is entitled to suspend your access to the Software at any time and without notice to allow it to investigate any reasonable suspicion that you have materially breached this Agreement. Such suspension will not operate as a breach hereof.
You will not, without PiMetix’s consent, do or cause to be done, attempt, or permit any third party to do any of the following acts (referred to as “Contraventions”):
5.1 copy, assign, distribute, pledge, transfer, sell, lease, sub-licence or otherwise deal in, dispose of or encumber the Software or any rights therein;
5.2 Use the Software on another person’s behalf;
5.3 permit any third person to have access to the Software or to a copy thereof;
5.4 create a derivative work or otherwise modify the Software or any portion thereof;
5.5 reverse engineer, reverse assemble or otherwise attempt to discover any source code applicable to the Software;
5.6 adapt, add to or change the Software, or any part, provided that the intellectual property rights to any improvements or changes to the Software in contravention hereof will nevertheless vest in PiMetix;
5.7 infringe the intellectual property rights of PiMetix in the Software.
6.1 By requesting Use of the Software, you represent that you are of sound mind and legally capable of entering into a binding contract unassisted, are not a minor under the age of eighteen years, and are not a person barred from receiving such services under the laws of South Africa or other applicable jurisdiction. In order to access certain services provided by the Software, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of the services offered by PiMetix. All personal information, including your email address, URL, smeMetrics account password, and any other information you are required to disclose must be promptly updated after any change. PiMetix will not be responsible for any errors, omissions, fines or penalties as a result of your failure to provide or update this information timeously, accurately and honestly.
6.2 You are responsible for maintaining the confidentiality of your smeMetrics account password, and you are also responsible for all and any activities that may be conducted using your account. You agree to immediately notify PiMetix of any unauthorised use of your password or account or any other breach of security. PiMetix cannot and will not be liable for any loss or damage arising from your failure to comply with this clause.
6.3 In accessing and using the Website and the Software, you agree that you will not:
6.3.1 defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any person, including their rights of privacy and publicity;
6.3.2 post, share or distribute any inappropriate, defamatory, infringing, obscene, or unlawful content;
6.3.3 post comments, email other users or transmit or any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the prior written permission of the owner to post such content;
6.3.4 post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, this Agreement or any applicable policies or guidelines;
6.3.6 download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;
6.3.7 impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels specifying the origin or source of software or other material;
6.3.8 restrict or inhibit any other user from using the Software or any associated services;
6.3.9 use the Software or PiMetix’ services for any illegal or unauthorised purpose, and including for purpose of reselling your data;
6.3.10 remove any copyright, trademark or other proprietary rights notices contained in or on the Software or any PiMetix products or services;
6.3.11 interfere with or disrupt, or attempt to interfere with or disrupt the Software or any of PiMetix’ services, servers or networks, or disobey any requirements, procedures, policies or regulations of networks connected or related to the Software or PiMetix’ services;
6.3.12 use any robot, spider, site search/retrieval application, or other device to retrieve or index or attempt to retrieve or index any portion of the Software, or collect or attempt to collect information about users for any unauthorised purpose;
6.3.13 imply that your opinion, website, service, and/or product is sponsored, endorsed or in any way supported by PiMetix;
6.3.14 create or edit user accounts by automated means or under false or fraudulent pretenses;
6.3.15 promote or provide instructional information concerning illegal activities;
6.3.16 promote physical harm or injury against any group or individual;
6.3.17 transmit or attempt to transmit any viruses, worms, defects, Trojan horses, or any files or items of a destructive nature;
6.3.18 engage in any conduct or post or share any content that would interrupt, destroy, limit or generally harm the Software, the Website and/or any PiMetix service, or enable you to gain unauthorised access to the Website, including by using viruses, malicious computer code, programs or files.
6.4 In recognition of the global nature of the internet, you agree to comply with all rules that may be applicable in your country, state or area that regulate your online conduct and the definition of acceptable content. You also agree to comply with all applicable laws regarding the transmission of technical data exported from South Africa or the country in which you reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.
6.5 In the event of any violation of the prohibited actions specified in clauses 6.3 and 6.4 above, PiMetix reserves the right to cancel and/or to block you from accessing the Website and the Software, as well as to disclose any of your personal or business information as may be necessary to satisfy any law, regulation, governmental request or partner request, at its sole discretion.
6.6 PiMetix will have the right, but not be obliged, in its sole discretion to pre-screen, refuse, move or remove any data captured onto its Website or using the Software, including any posts made to its discussion forum. Despite the rules imposed by PiMetix governing the Use of its Website, Software and services, you understand that any enforcement thereof is entirely at Pimetix’ discretion, and further that there may be situations where the alleged non-compliance may be in dispute or the use may be borderline. Accordingly you understand and agree that you nonetheless may be exposed to conduct and/or content by other users that you may regard as undesirable, and that you Use the Website and the Software at your own risk.
6.7 The Website may provide links to other internet sites or resources, including links posted by third parties. You understand that PiMetix has no control over such sites and resources, and you acknowledge and agree that PiMetix is not responsible for the availability of such sites or resources, nor does it endorse and nor is it responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PiMetix will not be responsible or liable, whether directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such site or resource. As such, you acknowledge that PiMetix will not be held liable with respect to third-party resources and you agree to contact the appropriate third party should you have any claim, complaint or request.
6.8 PiMetix reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software and/or any PiMetix service (or any part thereof) with or without notice. You agree that PiMetix will not be liable to you or to any third party for any modification, suspension or discontinuance of the Software or services.
6.9 PiMetix may choose to implement advertising on the Website and/or incorporate advertising into its services at any time. PiMetix reserves the right to determine the manner, mode and extent of such advertising. You agree that PiMetix will not be responsible or liable for any loss or damage of any nature that may be incurred by you as a result of your clicking on any advertisement or resulting from the presence of such advertisers on the Website.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 You acknowledge and agree that the Software, associated systems and any software, systems and information used in connection with the PiMetix services contain proprietary and confidential information belonging to PiMetix. Such proprietary and confidential information is protected to the fullest extent permitted by all applicable laws. You further acknowledge and agree that any content contained in sponsor advertisements or information presented to you through the Software is protected by copyright, trademarks, service marks, patents and/or other proprietary rights and laws. Except as expressly authorised by PiMetix you agree not to copy, modify, rent, lease, loan, sell, distribute, reverse engineer or create derivative works based on any proprietary and confidential information belonging to PiMetix or its advertisers. Any copyright, trademarks and other rights belonging to PiMetix may only be used or dealt with by you with PiMetix’s prior written consent.
7.2 You acknowledge and agree that all intellectual property rights in the Software, and including any changes, improvements, additions or updates to the Software, will remain PiMetix’s property. You will not acquire or be entitled to any right or interest therein, or in any way dispute PiMetix’s ownership or rights in and to the Software.
7.3 PiMetix claims no ownership, control or responsibility over any data collected, posted or displayed by you on or through the Software. You or the appropriate third party licensor, as applicable, retain all patent, trademark, copyright, and all rights and responsibility in and to all data collected by you or on your behalf through or using the Software and you are solely responsible for protecting such rights and discharging all liability, as applicable.
7.4 By subscribing to and posting on the smeMetrics forum and/or the smeMetrics blog, which are intended to be available to the general public, you grant PiMetix a worldwide, non-exclusive, royalty-free license to reproduce, modify, adapt, publish, and otherwise use, with or without attribution, such posts on the smeMetrics forum solely for the purpose of displaying, distributing and promoting the Software and PiMetix’ services. PiMetix reserves the right to syndicate the forum posts displayed by you on the Software, and use that content in connection with any of the services offered by PiMetix. By posting to the smeMetrics forum, you further authorise PiMetix to use your trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers in connection with PiMetix’ authorised distribution of the post.
7.5 You are permitted to incorporate any trade names, trademarks, service marks, logos, domain names, and other distinctive brand identities associated with the Software when reviewing the PiMetix service provided that you reproduce them accurately and in good faith, portraying the service truthfully, objectively and without malice. Each such incorporation must include a URL to the Website. Furthermore, at PiMetix’ sole discretion and immediately upon PiMetix’ request, and within no more than 12 hours of any such request, you will delete any such identifying names, marks, logos or other brand identifiers belonging to PiMetix from any post or review created or submitted by you or under your control.
7.6 If you breach this clause 7, or in any way detract from PiMetix’ rights in the Software, you will be liable to PiMetix for all and any damages suffered by PiMetix, without limitation and including consequential damages, loss of profit, loss of earnings, and damages claims to compensate for any reputational loss.
8.1 “Confidential Information” means, without limitation: any technical, financial, marketing, product or business information; trade secrets; business activities, practices or processes; designs, trademarks or logos; the Software; patient, client, supplier or business associate information; and any information that is not freely available to the public, being information acquired by either party from the other party during the course of this Agreement, whether formally designated as confidential or not.
8.2 Both parties are restrained from, and undertake in favour of the other that it will not, without the prior written consent of such other party or otherwise in accordance with this Agreement:
8.2.1 disclose the other party’s Confidential Information to any other person. Provided that it will be entitled to disclose Confidential Information to those of its staff who need to know the Confidential Information for the purpose of performing that party’s obligations and who are under a similar confidentiality obligation; or
8.2.2 use or copy the other party’s Confidential Information for any purpose other than to perform its obligations.
8.3 This clause will not apply to information that is: trivial or obvious; already in the possession of a party otherwise than as a result of disclosure by the disclosing party to such party; or in the public domain for reason other than a breach hereof.
9.1 If either party breaches a material term hereof and fails to remedy such breach within 20 (twenty) business days of receipt of written demand then the aggrieved party will be entitled, without notice and in addition to any other remedies available to it, to cancel this Agreement or to claim specific performance, in either event without prejudice to the aggrieved party’s right to claim damages.
9.2 You will be liable to pay all collection charges and attorney and client legal fees, including collection commission and tracing fees, in the event that PiMetix takes action against you for failure to pay Fees due.
10 EXCLUSION AND LIMITATION OF LIABILITY
10.1 PiMetix will not be liable for any consequential or special damages regardless of cause, including without limitation, third party claims, fines or penalties imposed on you, damages caused by loss of data, loss of profits, lost opportunity costs or loss of anticipated savings, or resulting in expenses or wasted staff time. You indemnify PiMetix against all such claims and damages.
10.2 PiMetix will take reasonable steps to secure the Software and all data thereon with anti-virus software and suitable encryption tools, and will make every effort to protect your personal identifiable information. All secure orders and confidential information are processed through Secure Sockets Layer (SSL) technology via secure server, and all login information including email address and password is guarded using the latest encryption methods. While Pimetix will use commercially reasonable efforts to comply with this clause, PiMetix does not warrant: that the Software is free from Fault, virus, hacking or is error-free; that your use thereof will be uninterrupted, timely or secure; that the Software will meet your requirements; the results of Use; that the results obtained from the Use of the Software will be accurate or reliable; or that the products, services, information, or other material purchased or obtained by you through the Software will meet your expectations.
10.3 You understand that the technical processing and transmission of communications services, including your content and other data, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. While PiMetix will use commercially reasonable efforts to protect, and to use third party suppliers who endeavour to protect, your content, PiMetix does not guarantee that the content will be stored, displayed or transmitted exactly as you intended.
10.4 You agree to and hereby hold harmless and indemnify PiMetix, and its holding, sister and subsidiary companies, as well as its affiliates, officers, directors, agents, employees, advertisers and partners, from and against any claim by a third party arising from or in any way related to your use of the Software or any PiMetix services, or your violation of this Agreement, or any other actions connected with your Use of the Software or any PiMetix services, including any liability or expense arising from all claims, losses, damages (actual and consequential), actions, judgments, litigation costs and attorneys’ fees, of every kind and nature. As applicable, PiMetix will provide you with written notice of any such claim, suit or action brought or threatened against it.
10.5 You expressly acknowledge and agree that Pimetix and any of its holding, sister, and/or subsidiary companies, as well as its affiliates, officers, agents, employees, advertisers or partners, shall not be liable to you for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits or earnings, goodwill, use, data or other intangible losses (even if PiMetix is reasonably aware of or has been advised of the possibility of such damages) resulting from: (i) the Use or the inability to Use the Software or PiMetix’ services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Software or PiMetix’ services; (iii) unauthorised access to or alteration of your transmissions, content or data; (iv) statements made or the conduct of any third party on or via the Software; or (v) any other matter relating to the Software or PiMetix’ services.
10.6 Without detracting from the contents of this clause 10, in the event that PiMetix is found to be liable to you for any reason by any competent authority having jurisdiction, PiMetix’ cumulative liability to you or any other party for any loss or damages resulting from any claims, demands or actions arising out of or relating to this Agreement shall not exceed the aggregate Fees paid by you to PiMetix over the 6 (six) month period preceding the date the cause of action arose.
10.7 In some countries, states or jurisdictions, certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In the event that any such law is applicable and enforceable against PiMetix, some of the disclaimers, exclusions or limitations in this Agreement may not apply. In such event, the applicable disclaimer, exclusion or limitation will be modified to comply strictly with the applicable legislation and all remaining provisions in this clause 10 will continue in force.
10.8 Although PiMetix uses all reasonable commercial efforts to maintain the confidentiality of your personal data, you agreed that you will not hold PiMetix liable for any damages in the event of any breach of said confidentiality, regardless of its cause, and including, without limitation, due to technical glitches, intrusion into the PiMetix data processing system, or human error.
10.9 Any material downloaded or otherwise obtained through the use of the Software is at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information obtained by you from PiMetix or through or from PiMetix’ services will create any warranty not expressly stated in this Agreement or otherwise in writing. If you entered this Agreement on the basis of any representation or warranty made by PiMetix, you are required to record such representation or warranty in writing.
10.10 PiMetix periodically schedules system downtime for maintenance and other purposes. PiMetix will use all reasonable efforts to notify you in advance of any such downtime. But you acknowledge that as with any IT services, unplanned system outages also may occur. PiMetix does not guarantee that the Software will operate perfectly 100% of the time, and will have no liability for any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failure of your equipment, systems or local access services, (iii) for previously scheduled maintenance, or (iv) relating to events beyond PiMetix’ control such as, but not limited to, strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, loadshedding, or interruptions in internet services.
10.11 The Software, PiMetix’ services, or third parties may provide links to other internet sites or resources. PiMetix has no control over such sites and resources, and accordingly you acknowledge and agree that PiMetix is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PiMetix will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such site or resource.
11.1 Any notice under this Agreement will be delivered to the physical business address of the parties as set out in writing, being the address at which each party agrees to receive all notices, or as amended on written notification to the other party. In addition, PiMetix may send you notices via email, and/or display links to such notices on the Website. PiMetix is permitted to use this method to inform you of any revisions to this Agreement, renewals of this Agreement and any pricing adjustments, as well as provide you with letters of demand.
11.2 Any reference to PiMetix’ obligation to provide written notice will include the provision of electronic notices, including the provision of publicly-available notices on the Website, emails sent to the latest email address provided by you, and private notices posted to your profile on the Website.
11.3 Neither party will, without the other’s consent, either during, or within 1 (one) year after termination hereof, employ or solicit for employment any employee of the other party, nor in any way bring about or cause the resignation of any employee of the other party.
11.4 You will not assign, cede or delegate any of your rights or obligations hereunder or any part thereof, or attempt to do so, without PiMetix’s prior written consent.
11.5 PiMetix may assign its rights and obligations on 2 (two) months prior written notice to you.
11.6 This Agreement is not one of partnership, employment or agency, and neither party is authorised to act on behalf of the other.
11.7 If any provision of the Agreement is invalid or unenforceable, such provision will be amended, if possible, to give effect thereto, and failing that, deleted. The remaining provisions will remain of full force and effect.
11.8 No indulgence by either party will be construed as a waiver of or otherwise affect any rights in terms hereof, or prevent a party from enforcing compliance with this Agreement.
11.9 This Agreement constitutes the whole agreement between the parties. No amendment, variation or cancellation hereof will be binding unless in writing and signed by both parties. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other PiMetix services, affiliate services, third-party content or third-party software. Such additional terms will not supersede this Agreement. In the event of conflict the more restrictive provision will apply.
11.10 Every attempt has been made to ensure this agreement has been drafted in accordance with all statutory requirements. Any non-compliance is not intended by the parties. If any provision is held to be unenforceable for any reason, including pursuant to a legal requirement or any change in the law that impacts upon this agreement, such provision will be adjusted, if possible, to achieve the intent of the parties, within legal parameters. If adjustment is not possible, the provision will be deleted and all other provisions will be considered valid and enforceable.
11.11 This Agreement will be governed by and interpreted in accordance with the laws of South Africa. You and PiMetix hereby submit to the jurisdiction of the High Court of South Africa. In the event of any conflict with any other law, the law of South Africa will apply.