Vulavula Platform: Terms of Service

1. Introduction

The Company wishes to license its software, as defined in paragraph 2.7, to the Licensee on the proviso that the Licensee agree to and comply with the below terms and conditions as set out in this Agreement. 

2. Definitions

2.1. “Agreement” shall mean this terms of service agreement.

2.2. “Intellectual Property” means the information, text, displays, images, video, audio, and user interfaces included in or generated by the Software, and the design, selection and arrangement thereof, as well as the technology that is used by the Company to deliver the Software, including: (a) software code (whether in source or object form) including platforms and applications, hardware, algorithms, templates, graphical user interfaces, architectures, data base, class libraries, application programming interfaces, objects, methodologies, and documentation (both printed and electronic) in existence as of the date of acceptance of this terms of service or otherwise acquired or developed by Company apart from the services rendered under this terms of service; and (b) any derivative works, improvements, enhancements or extensions of the foregoing made by either you or Company.

2.3. “License” shall mean a limited, revocable, sub-licenseable, non-exclusive, non-transferable right to use the software granted by the Company to the Licensee. 

2.4. “Party/Parties” shall mean the Company and/or Licensee as the context provides. 

2.5. “Personal Information” shall mean any information relating to an identified or identifiable natural person or juristic person. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number, alternatively registration number, or to one or more factors specific to their physical, physiological, mental, economic, cultural, or social identity;

2.6. “Software” means the product made available to you by the Company.

2.7. Lelapa AI” hereinafter referred to as the “Company”

2.8. The User” hereinafter referred to as the “Licensee”

3. Interpretation

The headings to each clause set out in this Agreement are purely for referencing purposes and shall not govern nor affect the interpretation of this Agreement.

4. Grant of License

The Company grants the Licensee the right to install, use, access, display, and run the Software on any device or platform owned alternatively controlled by the Licensee. Further, it is envisaged that the Licensee may use the Software in conjunction with its own software and may be made available to its clients or their end users through a device or platform owned or controlled by the client or their end user, on a commercial or non-commercial basis.

5. Risk

5.1. The Licensee acknowledges that the download and use of the Software may expose the Licensee, its clients or end users to risks associated with incompatibility between the Software and the Licensee’s technical equipment or other risks associated with licensing software. 

5.2. The Company cannot and does not promise or warrant that any aspect of the Software are free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  

5.3. The Licensee assumes such risks wholly, including risks to any third parties, that may have access to the Software in any form or manner. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Software. The Company expressly disclaims any liability and is held harmless from any and all damages, liabilities, losses, costs and expenses, including any third party claims, that may arise from the aforementioned risk.

5.4. The Licensee shall indemnify and step into the shoes of the Company in respect of any claims by third parties, including but not limited to clients and end users for any and all harm that they may incur as a result of the use of the Software or this Agreement between the Licensee and Company. 

6. Intellectual Property

6.1. The Company grants the Licensee with a non-exclusive, non-transferable, revocable license to use the Software. However, the Company shall exclusively own and retain all rights, title, and interest in and to the Software. The aforementioned rights extend to any updates, customizations or other changes in respect of the Software. 

6.2. The Licensee shall have the right to any output generated through the use of the Software.

7. Consent to use of data

The Licensee expressly consents to the collection and use of Personal Information which you may provide to us, technical information, and related information. Such collection is done periodically in order to facilitate improved software and service delivery in order to give effect to the agreement between us and for our legitimate purposes. 

8. Obligations & Suspension of Access

8.1. You agree not to access or use (and shall not permit others to access or use) the Software or Company Intellectual Property in any manner:

8.1.1. To disassemble, reverse engineer, decompile or modify them or otherwise create derivative works of them.

8.1.2. To use them to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or engage in any other malicious act.

8.1.3. To disrupt their security, integrity or operation.

8.1.4. To remove or modify a copyright or other rights notice in them.

8.1.5. To use them to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right without first obtaining the permission of the owner.

8.1.6. To use them to damage the property of another.

8.1.7. That violates any applicable local or international law or regulation, or advocates, promotes or assists in any unlawful act, constitutes an illegal threat or violates export control laws.

8.1.8. That temporarily or permanently alters, erases, removes, copies, modifies, halts or disables any Company or third party data, software or network.

8.1.9. That violates the rights of any person or entity that may give rise to civil or criminal liability under applicable laws or regulations applicable to you, another user, and/or Company, including violation of privacy or publicity rights, infringement of any copyright, patent, trademark, trade secret or other intellectual property right, or conflicts with these Terms of Use or the Privacy Policy.

8.1.10. To transmit or introduce offensive materials, including those involving profanity, violence, sexual conduct, pornography or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

8.1.11. That is false, deceptive, misleading or fraudulent, including but not limited to: (1) any attempt to impersonate any person or entity, including any other user, Company or a Company employee; (2) to misrepresent your identity or affiliation with any person or organization; and (3) any attempt to give the impression that you are posting materials from any person or entity other than yourself if that is not the case, including but not limited to altering your IP source address.

8.1.12. To monitor or copy materials for any unauthorised purpose or access the Software via any automatic device, process or means of access such as a robot or spider.

8.1.13. That may have a detrimental effect on the Software, user interaction or security, including but not limited to: (1) gaining unauthorized access to, or attempting to compromise the security of, any network, system, computing facility, equipment, data or information; (2) attempting to intercept, redirect or otherwise interfere with communications intended for others; (3) disabling, damaging overburdening or impairing the Software or any server, computer or database connected to or accessed by the Software; (4) modifying, blocking or otherwise interfering with the display of the Software; (5) interfering with another user’s ability to access, use and enjoy the Software; (6) accessing another user’s registration information or user account without that user’s express written permission; (7) transmitting or introducing any malicious or technologically harmful element to the Software such as a spyware program, virus, Trojan horse, worm or logic bomb; (8) performing, without the Company’s express prior written authorisation, scalability testing, load testing, probing, scanning, penetration or vulnerability testing of the Software, including without limitation the Community Services; and (9) engaging in any activities that results in any server being the target of a denial of service attack.

8.2. The Company may suspend or deny the Licensee access to or use of the Software, without any liability, in the event that:

8.2.1. The Company is required to do so by law alternatively an order of court; 

8.2.2. The Licensee takes any action or inaction which constitutes a breach in respect of the terms and agreement of this Agreement;

8.2.3. The Licensee is involved in any unlawful or fraudulent activities relating to or in connection with the Software; or 

8.2.4. The Licensee fails to comply with this Agreement.

9. Termination

9.1. The License granted to the Licensee by the Company may be terminated by the Company at any time without notice, and with or without cause.

9.2. The Company reserves its right to terminate this Agreement without notice should the Licensee breach any term in this Agreement.

9.3. Where the Company has terminated this Agreement, the Licensee must cease all use of the Software and destroy any copies of the Software.

10. No Warranty

The Company makes neither express nor implied warranties regarding the Software. The Licensee agrees and accepts that the Software is bought on an “as is” basis. The aforementioned basis results in the Licensee making use of the Software at their, their clients and end users, sole risk and discretion. The Company disclaims any and all representations, warranties, and guarantees regarding the Software. 

11. Limitation of Liability

Except to the extent that a disclaimer of liability is prohibited under applicable law, in no event will the Company, its affiliates and its licensors, service providers, employees, agents, officers and directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your, your client and end users use, or inability to use, the Software, including any website content, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

12. Indemnification

12.1. You agree to defend, indemnify and hold the Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and other costs of defense) resulting from your violation of this terms of service, including, without limitation, any use of the Software, data, models, services and products other than as expressly authorized in this terms of service.

12.2. The indemnification is repeated here for ease of reference: The Licensee shall indemnify and step into the shoes of the Company in respect of any claims by third parties, including but not limited to clients and end users for any and all harm that they may incur as a result of the use of the Software or this Agreement between the Licensee and Company. 

13. Intellectual Property Infringement

The Licensee acknowledges and accepts the liability and costs relating to an intellectual property infringement claim resulting from the Licensee’s possession or use of the Software. 

14. Data Privacy & Infringements

14.1. We process the following personal information of the Licensee or their personnel in order to give effect to this Agreement and for our legitimate purposes in providing this service: name, surname, email address;

14.2. The Licensee may use the Software to process personal information of data subjects but such processing shall be subject to their own privacy notice and we accept no responsibility for any loss or harm that may occur as a result of the Licensees processing of personal information.

15. Confidential Information

15.1. The Parties agree that during the operation of and after the termination of this Agreement for any reason, they will keep confidential:

15.1.1. any information which a Party (“Disclosing Party”) communicates to the other Party (“Receiving Party”), including their employees and contractors on a need to know basis, and which is stated to be or is by its nature intended to be confidential

15.1.2. all other information of a confidential, trade secret and proprietary nature concerning the business of the Disclosing Party which comes to the knowledge of the Receiving Party in the course of their interactions with the Disclosing Party.

15.2. The Parties agree not to disclose any information which is to be kept confidential under this clause 19 or to use the information for their own or anyone else’s benefit.

15.3. The confidentiality obligations in this clause 19 will not apply to information which:

15.3.1. is publicly available or becomes publicly available through no act or default of the Receiving Party;

15.3.2. was in the possession of the Receiving Party prior to its disclosure otherwise than as a result of any breach by the Receiving Party of any obligation of confidentiality owed to any other person, whether pursuant to this Agreement or otherwise; or

15.3.3. is disclosed to the Receiving Party by a person who did not acquire the information under an obligation of confidentiality.

15.4. Where the Receiving Party has a legal obligation to disclose confidential information they will:

15.4.1. let the Disclosing Party know before making such disclosure;

15.4.2. take steps to limit the disclosure to the extent that they legally and reasonably can; 

15.4.3. give the Disclosing Party, if possible, a reasonable opportunity to intervene in the proceedings; and

15.4.4. co-operate with the Disclosing Party, as far as reasonably and legally possible, regarding requests made by the Disclosing Party about the way in which the disclosure should be made.

16. Domicilium

The Parties agree that their respective domicilium citandi et executandi shall be their registered address or principal place of business.

17. Non-variation

No addition or amendment to this Agreement shall be enforceable unless reduced to writing and signed by both Parties. 

18. Jurisdiction

This Agreement is governed by the laws of the Republic of South Africa. 

19. Export Restrictions

You may not access, download, use or export materials posted to the Software In violation of any applicable export regulations. You agree to comply with all export laws and restrictions and regulations of South Africa or foreign agencies or authorities.

20. Refunds

Refunds for services rendered via the Vulavula Platform are granted solely at our discretion and only in cases of non-delivery or significant non-conformance with the service description as detailed on the platform. All refund requests must be made formally in writing within seven days of purchase. For further assistance, please contact our support team.