Terms and Conditions
Last updated 23 July 2015
AfriPics provides its services to you subject to the terms and conditions set out herein. By accessing the AfriPics website ("website") and using any of the services offered via the website from time to time ("the services") and/or by purchasing any goods or items via the website, you shall be deemed to have agreed to all the terms and conditions set out herein.
AfriPics may at any time modify these terms and conditions and your continued use of the website will be subject to the terms and conditions in force at the time of your use.
Accordingly you agree to review these terms and conditions periodically, and your continued access or use of the website shall be deemed to be your acceptance of the amended terms and conditions of the website.
1. Content of the Website
Whilst every effort is made to update the information provided on this website on a regular basis, AfriPics makes no representations or warranties, whether express, implied in law or residual, as to the accuracy, completeness or reliability of information contained on any of the pages comprising the website and shall not be bound in any manner by any information contained on the website or any of the pages comprising the website. AfriPics reserves the right at any time to change or discontinue without notice, any aspect or feature of this website. No opinions, information, data or content contained on the website shall be construed as advice and same are offered for information purposes only. AfriPics gives no warranty or representation in relation to the accuracy, completeness or reliability of any such opinions, information, data or content.
Copyright and all intellectual property rights in all materials (including but not limited to any source code) made available through this website are owned by AfriPics alternatively, AfriPics is the lawful user thereof and are protected by both South African and international intellectual property laws. Accordingly, any unauthorised copying, reproduction, retransmission, reverse engineering, disenablement, distribution, dissemination, sale, publication, broadcast or other circulation or exploitation of such material as aforesaid or any component thereof will constitute an infringement of such copyright and other intellectual property rights. The trademarks, names, logos and service marks (collectively "trademarks") displayed on this website are registered and unregistered trademarks of AfriPics. Nothing contained on this website should be construed as granting any licence or right to use any trademark without the prior written permission of AfriPics;
3. Limited License for Comp Usage
AfriPics grants you a limited license to download watermarked images (comp images) for the use in layouts and to evaluate whether you wish to purchase a license to use the image according to the AfriPics Image License Agreement applicable to the image you are evaluating. You may use the comp image solely for your internal evaluation purposes and for a maximum of sixty (60) days from the date of download and only to determine whether you intend to obtain a regular license for the image as per the AfriPics Image License agreement. The comp image may not be used in any final product whether physical or digital in nature, or in any materials distributed outside of your company or to the public, or in any online or other digital distribution system. Except for this limited, internal testing and sample use, AfriPics grants you no other rights whatsoever, and you may not copy, distribute, publish, display, sublicense, make available, or otherwise use in any way the comp image outside the scope of this Agreement.
AfriPics may immediately terminate any licenses granted to you without notice if you fail to comply with any provision of this agreement or with the Afripics Image License Agreement applicable to your use. If a license is terminated, you agree to immediately (i) stop using this Site and the Content and (ii) delete all Content and all copies from all magnetic and digital media and destroy all other copies.
4. External links
External links may be provided for your convenience, but they are beyond the control of AfriPics and no representation is made as to their content. The use or reliance on any external links provided is at your own risk. When visiting external links you must refer to that external website’s terms and conditions of use. It is not permissible to create any hypertext links from any website controlled by you or otherwise to this website without the express prior written permission of AfriPics.
This website is intended for the use of adults. If you are under the age of 18 you must not use this website or enter any personal information on any of the interactive areas on the website. If you represent that you are of sufficient legal age to use this website you will be bound by any legal obligations and liabilities that you may incur as a result of the use of this website.
AfriPics makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the website, the suitability of any of the services for a particular purpose nor with regard to the merchantability and fitness for a particular purpose of any goods and items offered for sale on this website, all of which are provided on an "as is" basis.
In addition, as AfriPics provides certain services to you via the internet AfriPics makes no representations, nor gives any warranties or guarantees of any nature as to the availability of any communications network or systems of any third party on whom you or AfriPics rely to provide any of the services.
AfriPics shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party as a result of or which may be attributable, directly or indirectly, to the use of or reliance on any information provided on the website or any pages of the website, e-mail sent from the website, service, goods and items provided and purchased via this website, any viruses that may infect your computer or other property on account of your access to and/or use of this website, use of content, data or information made available via the website, any failure, delay or unavailability of the site or any services offered via the site for any reason whatever and the supply, or failure or delay in supplying any of the services offered via the site and you indemnify AfriPics in respect of any loss, liability, damage (whether direct or consequential) or expense of any nature whatsoever, which may be suffered by you or any third party as a result of or which may be attributable, directly or indirectly, to the aforesaid.
8. General Sales Terms and Conditions
8.1 Your receipt of an electronic or other form of order confirmation does not signify AfriPics’s acceptance of your order. AfriPics reserves the right at any time after receipt of your order, to decline your order, for any reason whatsoever. If your order is declined you will be notified via e-mail. AfriPics may require additional verifications and/or information before accepting any order for any goods and items sold on the website.
8.2 We accept the following credit cards MasterCard, Visa, Diners and American Express. AfriPics accepts direct deposits to its bank account by prior arrangement.
8.3 Product descriptions contained on our website and on the invoice are the representations of our suppliers. AfriPics is not responsible for typographical, pricing, product information or shipping errors. Any recommendations, formulae, figures, advice, specifications, illustrations, diagrams, dimensions, weights or other information provided on the website is approximate and for information purposes only and, unless otherwise expressly stated in writing, does not form the basis or any part of a sale.
8.4 AfriPics will use reasonable endeavours to maintain full system availability, except during scheduled maintenance periods. Should AfriPics experience technical difficulties, AfriPics is not responsible for goods and items ordered that are not processed, accepted or delivered.
8.5 All risk attaching to any goods or items purchased will pass to you as soon as the goods or items have been delivered to you provided that if you fail and/or refuse to take delivery of the goods or items when delivery is made, risk shall be deemed to have passed when delivery is tendered to you as evidenced by the electronic receipt or paper invoice as sent by AfriPics to you after the purchase has been concluded ("delivery date").
8.6 Where any tariffs, duties or taxes as imposed or levied by any government or governmental agency, including without limitation, national and local sales, use and value added tax are imposed pursuant to the sale of any goods and items on the website you shall be liable to pay any such tariffs duties or taxes when due.
8.7 Images licensed to clients will be subject to a separate Image License Agreement issued at the time of the sale of an image to you. AfriPics reserves the right to amend the Image License Agreement at the time of licensing images to suit the nature of the image license required by the client. A sample of the Image license is appended.
AfriPics respects your right to privacy. When you register on the AfriPics website you will be asked to provide information relevant to knowing who the AfriPics users are. This information may include: your name; e-mail address; company name; location and telephone number. The required fields are indicated on the registration form. You may opt not to provide the required information, this will, however limit the functionality available to you on the Website.
By providing us with this information, you consent to AfriPics using this information as outlined in this agreement, which should be read in conjunction with the terms and conditions applicable to the use of any image from the AfriPics website. AfriPics shall be entitled to share this information with its associates as may be required from time to time to provide the services offered by AfriPics.
Please note that whilst we may place links on the AfriPics website to which we believe may be of interest to you, this does not imply an endorsement of these websites. AfriPics does not accept responsibility for the content contained in any linked site or privacy issues on other websites as they do not fall under our control. Please consult their respective Privacy Policies.
AfriPics may disclose your information under the following circumstances: if it is required by law; in the event that it is reasonable and necessary to respond to claims; to manage and protect the rights and interests of AfriPics, its suppliers, or the company in general.
Acquiring New Businesses and Developing New Relationships.
In the event AfriPics acquires a new business or creates a new venture with another company, users personal details may be transferred across such business units. You acknowledge and agree that your personal and any other details may be disclosed and assigned in the manner as aforesaid.
AfriPics welcomes all questions, comments and concerns about privacy. Please send us all and any feedback relating to this at info@AfriPics.com
10.1 These terms and conditions constitute the sole record of the agreement between you and AfriPics in relation to the subject matter hereof. Neither you nor AfriPics shall be bound by any express tacit or implied representation, warranty, promise or the like not recorded herein. These terms and conditions supersede and replace all prior commitments, undertakings or representations, whether written or oral, between you and AfriPics in respect of the subject matter hereof. No addition to, variation or agreed cancellation of any provision of these terms and conditions shall be binding upon either you or AfriPics unless agreed to by AfriPics. No indulgence or extension of time which either you or AfriPics may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event or to the extent that the grantor has signed a written document expressly waiving or limiting such rights.
10.2 All provisions of these terms and conditions are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision of these terms and conditions which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of these terms and conditions shall remain in full force and effect.
10.3 Should AfriPics be prevented from fulfilling any of its obligations to you as a result of any event of force majeure, then those obligations shall be deemed to have been suspended to the extent that and for as long as AfriPics is so prevented from fulfilling them and your corresponding obligations shall be suspended to the corresponding extent. In the event that force majeure continues for more than thirty days after it has fist occurred then AfriPics shall be entitled (but not obliged) to terminate all of its rights and obligations in terms of or arising out of these terms and conditions and/or any service by giving notice to you. An "event of force majeure" shall mean any event or circumstance whatsoever which is not within the reasonable control of the affected party including, without limitation, vis major, casus fortuitus, any act of God, strike, theft, riots, explosion, insurrection or other similar disorder, war (whether declared or not) or military operations, the downtime of any external telecommunications line, power failure, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order, export control or shortage of transport facilities.
10.4 These terms and conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa without giving effect to any principles of conflict of law. You hereby consent to exclusive jurisdiction of the High Court of South Africa in respect of any disputes arising in connection with the services referred to herein, or these terms and conditions or any matter related to or in connection therewith.
Sample image license Agreement
AfriPics Image Licence Agreement
THIS IS A LEGAL AGREEMENT ("AGREEMENT") BEWEEN THE LICENSEE, THE PURCHASER (IF ANY) AND AFRIPICS (PROPRIETARY) LIMITED ("AFRIPICS"). THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA SALES REPRESENTATIVES. IT IS APPLICABLE TO ONLINE, DIGITAL AND ANALOQUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. THIS IS A LICENCE AGREEMENT AND NOT AN AGREEMENT OF SALE.
READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING, DOWNLOADING, OR USING ANY AFRIPICS IMAGES ("LICENSED MATERIALS", AS DEFINED BELOW). BY INSTALLING, DOWNLOADING, AND/OR USING ANY LICENSED MATERIAL, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THE USE OF THE LICENSED MATERIAL ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AND THAT YOU HAVE CAPACITY TO FORM A CONTRACT UNDER YOUR LOCAL LAWS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE LICENSED MATERIAL.
In this Agreement the following definitions apply:
- "Invoice" means the invoice provided by AfriPics setting out the terms agreed with the Licensee that may include, without limitation, the Licensed Material selected, any limitations on the licence in addition to those specified herein and the corresponding price for the licence of such Licensed Material. The invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice;
- "Licensed Material" means any still image, visual representation generated optically, electronically, digitally or by any other means, including negatives, transparencies, prints, original data files and any Reproductions thereof, or any other product protected by copyright, which is licensed to Licensee by AfriPics under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole;
- "Licensee" means the person or entity purchasing a licence hereunder or, if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice;
- "Licensee work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material;
- "Purchaser" means a person or entity purchasing the licence hereunder on behalf of a third-party Licensee;
- "Reproduction" or "Reproduce" means any form of copying or publication of the whole of part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or part of the Licensed Material and the creation of any derivative work from, or that incorporates, the Licensed Material;
- "Rights and Restrictions" means the information available to Licensee at the time of Licensed Material selection: (i) accompanying the Licensed Material on the AfriPics' website; (ii) in a written quote issued by AfriPics; or (iii) in any other written communication accompanying the Licensed Material (including the Invoice). Such restrictions may include, without limitation, the permitted scope of use, duration of licence, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the licence of such Licensed Material ("Licence Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions; and
- "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilising the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.
- Grant of Rights and Restrictions
- Subject to the terms of this Agreement, AfriPics grants the Licensee a non-exclusive, non-sub-licensable and non-assignable right to use and Reproduce the Licensed Material identified in the Invoice.
- Credit and Intellectual Property
- No ownership or copyright in any Licensed Materials shall pass to Licensee by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, AfriPics grants Licensee no right or licence, express or implied, to the Licensed Material.
- Licensed Material used in an editorial context must include the credit line as cited in the Invoice or as otherwise notified by AfriPics. If Licensee omits the credit, an additional fee in the amount of twenty percent (20%) of the Licence Fee may be payable by the Licensee, at AfriPics' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that AfriPics may have in law or in equity.
- Licensee will immediately notify AfriPics if it becomes aware or suspects that any third party has gained access to the Licensed Material through Licensee wrongfully using the Licensed Material, in whole or in part, or is violating any of AfriPics' intellectual property rights, including but not limited to copyright.
- Use of Licensed Materials
- Pornographic, defamatory or otherwise unlawful use of the Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
- Licensed Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use without AfriPics' prior written permission.
- Licensed Material shall not be incorporated into a logo, corporate identity, trademark or service mark without AfriPics' prior written permission.
- AfriPics will notify Licensee if it has obtained a model release and/or property release for Licensed Materials, either in the Rights and Reproductions or by written notice to Licensee. The warranty and indemnity set forth in clause 6.1 (iii) below is only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. No released are generally obtained for Licensed Materials. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) as a result of Licensee's use of the Licensed Materials.
- Except where Licensee is specifically notified that a model and/or property release has been obtained, AfriPics does not grant any rights nor make any warranties with regard to the use of names, people, trademarks, trade dress, logos, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining such release(s).
- As to any releases delivered with any Licensed Material, AfriPics does not make any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Materials made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark or other releases, approvals and clearances from third parties as may be required for Licensee's use of the Licensed Material prior to using the Licensed Material.
- Warranty and Limitation of Liability
- AfriPics warrants that: (i) it has all the necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material with Licensed Material from AfriPics' library or a refund of the Licence Fee paid by the Licensee for the Licensed Material); and (iii) if a release is provided by AfriPics pursuant to clause 5.1, Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by AfriPics, will not infringe on any copyrights or other intellectual property law right of any person or entity and will not violate any right of privacy or right of publicity.
- AFRIPICS DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AFRIPICS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE IN TERMS OF THIS AGREEMENT, EVEN IF AFRIPICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. AFRIPICS SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OF THE CONTEXT IN WHICH LICENSED MATERIALS IS USED IN A LICENSEE WORK.
- THE REPRESENTATIONS AND WARRANTIES MADE BY AFRIPICS IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY AFRIPICS AND WILL BE INVALID IF THE LICENSED MATERIALS IS USED BY THE LICENSEE IF ANY MANNER NOT SPECIFICALLY AUTHORISED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
Licensee shall defend, indemnity and hold harmless AfriPics from all damages, liabilities and expenses (including reasonable attorneys' fees) arising out or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.
- Condition of Licensed Material
Licensees should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to clause 6.1 (iii) above, AfriPics shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
- Licence Cancellation Fee
If Licensee or Purchaser requests in writing to cancel this Agreement within seven (7) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, AfriPics may cancel this Agreement and issue a part credit to Licensee's or Purchaser's account equal to fifty percent (50%) minus a composite/layout fee. No credits are available for any cancellation request received after seven (7) days from receipt of Licensed Material.
- Termination and Revocation
- AfriPics reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from AfriPics relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of this Agreement.
- The licence contained in this Agreement will terminate automatically without notice from AfriPics if Licensee fails to comply with any provision of this Agreement.
- Upon termination, Licensee must immediately: (i) stop using the Licensed Materials; (ii) destroy or, upon the request of AfriPics, return the Licensed Material to AfriPics; and (iii) delete or remove the Licensed Materials from Licensee's premises, computer systems and storage (electronic or physical).
- AfriPics reserves the right to revoke the licence to use the Licensed Material for good cause and elect to replace such Licensed Materials with alternative Licensed Materials. Upon notice of any revocation of a licence for any particular Licensed Material, Licensee shall immediately cease using such Licensed Materials and shall where possible ensure that its clients and customers do likewise.
If Licensee fails to pay AfriPics' Invoice in full within 30 (thirty) days from the date specified in the Invoice, AfriPics may charge interest thereon of two percent (2%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. AfriPics also reserves the right, in its sole discretion, to revoke the licence if payment is not made in full on time.
- Miscellaneous Terms
- Unauthorised Use. Any use of Licensed Materials in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement (including, without limitation, use of the Licensed Materials by more than the number of permitted Users (if applicable) without purchase of additional licences) constitutes infringement, entitling AfriPics to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to AfriPics' other remedies under this Agreement, AfriPics reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times AfriPics' standard licence fee for the unauthorised use of the Licensed Materials.
- Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to AfriPics, including by providing AfriPics with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, AfriPics may, at its discretion, either through its own employees of through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Licensee shall reimburse AfriPics for the costs of conducting such audit. Where AfriPics reasonably believes that Licensed Material is being used outside of the scope of the licence granted under this Agreement, Licensee shall, at AfriPics' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by AfriPics.
- Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, and any other information as may be embedded in the electronic file containing the Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material.
- Copies. Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and shall ensure that its subcontractors do likewise. Licensee may not make additional high-resolution copies of the Licensed Material.
- Withdrawal. Upon notice from AfriPics, or upon Licensee's knowledge, that any Licensed Material may be subject to a threatened or actual claim of infringement, violation of another right, or any claim for which AfriPics may be liable, or if AfriPics withdraws any Licensed Material for any good reason, AfriPics may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. AfriPics shall provide Licensee with comparable Licensed Material (which comparability will be determined by AfriPics in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
- Governing Law. This Agreement will be governed in all respects by the laws of Republic of South Africa. Any disputes arising from this Agreement or its enforceability shall be finally settled by binding arbitration to be held by a single arbitrator in Johannesburg. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, AfriPics shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain interdictory or other relief against Licensee in the event that, in the opinion of AfriPics, such action is necessary or desirable.
- Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
- Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
- Variation. No contract varying, adding to, deleting from or cancelling this Agreement shall be effective unless reduced to writing and signed by AfriPics and the Licensee.
- Entire Agreement. This Agreement contains all the terms of the licence agreement and no terms or conditions may be added or deleted unless made in writing and accepted in writing by an authorised representative of Licensee and AfriPics. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.
- Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).