eValue-8
Subscription 2017
Subscriber Details
Company NameContact Person
Telephone: / ( )
Fax / ( )
Cell
Email address for Data Updates
Contact Person for Accounts
Email address for Accounts
Postal Address
Post Code
Physical Address
Post Code
Vat Registration No:
Your selected Bundle:
(See page 2) / TukTuk / Sedan / Limo / SUV
Hummer / Bedford / Pantechnicon
Please indicate the software you will be using to access the eValue-8 data:
eValue8’s
Online App / Audatex / Flexiweb / Genasys / TIAL
Other:
Name of Authorized Signatory:
SIGNATURE: / DATE
Cost per
Transaction out of Bundle (Excl Vat)
R 2.65
Transaction Bundles
Bundle Name / Bundled Transactions / Bundle Price(Monthly, Excl Vat)
TukTuk / 70 / R 169
Sedan / 173 / R 399
Limo / 271 / R 599
SUV / 502 / R 1099
Hummer / 966 / R 2099
Bedford / 1933 / R 4099
Pantechnicon / 3973 / R 8099
- Out-of-bundle Transactionsare billed at R2.65 per transaction.
- Rates are exclusive of VAT.
- Usage is calculated per calendar month. Usage resets to zero on the first day of the new billing cycle. Unused bundled transactions are not carried over to the next billing cycle.
- Rates are applicable from 1st October 2017 to 30th September 2018.
A Transaction for billing purposes only occurs when your system returns a New. Retail and Trade value for a vehicle (even if the retail and trade values are zero)
A Renewal Transaction applies only to Short Term Insurance transactions directly related to policy renewal runs executed by one of Imagin8’s participating Channel Partner’sSoftware Applications.
eValue-8
DEBIT ORDER AUTHORITY
I/we the undersigned hereby authorise Imagin8™ to draw against my/our account as detailed below (or any other Bank or Branch to which I may transfer my/our account) the amount due at the end of each billing cycle as reflected on the invoice issued by Imagin8 on the 26th day of the month preceding each debit order strike date.
This Debit Order authority commences on ...... /...... /......
Debits are to be presented on the [1st / 7th / 15th] day of the month (*circle your preference), or the nearest working day following my nominated day of the month.This mandate is in effect from the commencement date until termination of the contract by either party. This Authority may be cancelled by me/us by giving 30 (thirty) days notice in writing, but I/we understand that I/we shall not be entitled to any refund of amounts which Imagin8™ may have withdrawn while this authority was in force if such amounts were legally owing to Imagin8™
I/We agree to pay any Bank charges relating to this debit order instruction and also understand that each withdrawal will be reflected on my/our Bank statement and identified by a code "IM8EVALUE-8".
Receipt of this instruction by Imagin8™ will be regarded as receipt thereof by my/our Bank.
Account Details
Company NameAccount Name
Bank
Branch Code
Branch Name
Account No
Account Type / Current / Savings / Transmission
Authorized Signature
ASSIGNMENT:
I/We acknowledge that the party hereby authorised to effect the drawing(s) against my/our account may not cede or assign any of its rights to any third party without my/our prior consent and that I/we may not delegate any of my/our obligations in terms of this contract/authority to any third party without prior written consent of the authorised party.
DATED AT ...... ON THIS ...... DAY OF ...... 20...
......
For and on behalf of the Client who warrants my\our authority hereto.
License Agreement
This agreement is entered into between:
Adam Rabinowitz t/a
Imagin8™ ("IMAGIN8")
And
(Name of Licensee) ______("Licensee")
represented by
(Name of authorized signatory)______
E-MAIL Address:______
Physical address:______
Fax number:______
Telephone number: ______
Being the address and contact numbers nominated by the licensee for service of any notice, process or letter in terms of this agreement
This agreement will commence on :______/______/20______and will continue until cancelled in writing by the Licensee.
1Definitions
1.1Software
The application software, as well as any related manuals and other documentation, provided by IMAGIN8 in connection with accessing the Data. This includes eValue8 Broker, eValue8’s Web Application and the Web Services incorporated into Third Party Software.
1.2The Data
Refers to the Copyright and Proprietary Information supplied by The publisher and published in the printed books namely the Auto Dealer’s Guide, Commercial Vehicles Guide and Cars Over 10 Years, and any other data distributed in electronic format by The Publisher which may or may not exist in printed format.
1.3Transaction
A billable transaction as defined by TransUnion in their License Agreement. A Transaction occurs when a Subscriber requests a value for a specific vehicle make, derivative and year model, and the Web Services return the requested value.
1.4Third Party Software
Application software owned by third parties which makes use of The Data
1.5Licensee
A bona fide licensed user of The Data
1.6Site
Premises of the Licensee
The Agreement
IMAGIN8 has been appointed as a licensed distributor of the Data by Transunion Auto (Pty) Ltd ("The Publisher") and is authorised to provide the Data to the Licensee, subject to the terms of this License Agreement.
2Duties of IMAGIN8
2.1IMAGIN8 will provide the Licensee with access to the Data while this Agreement is in force.
2.2IMAGIN8 will provide remote software support of:
2.2.1End User Application Software developed by Imagin8
2.2.2Web Services which enable access to the Data in Third Party Software applications
2.3IMAGIN8 will provide support services to assist the Licensee with queries relating to the Data by facilitating engagement with the Publisher to address such queries relating to the Data.
3DATA RIGHTS
3.1(AIS) Auto Information Solutions (Pty) Ltd Reg No. 2000/018558/07 shall retain ownership of all Specified Data provided by it to the Licensee in terms of this Agreement or otherwise. The Licensee shall not acquire any rights in and to the Specified Data, save for the right, during the term of this Agreement only, to –
3.1.1use, process and analyse the Specified Data in accordance with the operational policies of AIS from time to time; and
3.1.2authorise the Users to use, process and analyse the Specified Data.
3.2The Licensee shall not furnish, sell or transfer the Specified Data to any other third parties and undertakes to ensure that the Users do not furnish, sell or transfer the Specified Data to third parties. The Licensee indemnifies AIS against any loss, liability, damages or expenses suffered by AIS as a result of any breach by the Licensee of its obligations.
3.3The Licensee indemnifies IMAGIN8 against any loss, liability, damages or expenses suffered by IMAGIN8 as a result of any breach by the Licensee of its obligations
4INTELLECTUAL PROPERTY RIGHTS
4.1The Customer acknowledges that AIS is the owner of all IP Rights in and to the Specified Data, including, without limitation, the following –
4.1.1the so-called “Mead and McGrouther” codes, each of which codes corresponds to a description of a Vehicle;
4.1.2the description of a Vehicle (setting out the make and model of the Vehicle) which corresponds to a Mead and McGrouther Code; and
4.1.3the aggregated trade and/or retail values pertaining to any Vehicle generated by AIS which may be included in the Specified Data;
4.1.4the methods, processes and algorithms applied and/or used by AIS in determining the Mead and McGrouther Codes, the corresponding Vehicle descriptions and the trade and retail values pertaining to any Vehicles; and
4.1.5the format, design and look and feel of any reports generated (whether in a printed format or electronic format) by AIS.
4.2Ownership in and to any IP Rights which are owned and/or used by AIS shall not pass to the Customer and ownership shall remain vested in the relevant member of the TransUnion Group or its licensors, as the case may be.
4.3The Customer shall not acquire any rights in and to AIS’ IP Rights, save for the right to use such IP Rights solely in accordance with the terms of this Agreement. The Customer shall accordingly not be entitled to copy, reverse-engineer or pass-off any of the IP Rights, nor shall the Customer be entitled to create any derivative works from AIS’ IP Rights.
4.4Any IP Rights developed by any member of the TransUnion Group during the course and scope of this Agreement shall vest in and be owned by such member of the TransUnion Group and the Customer shall acquire no rights in and to such IP Rights.
5Use of the Data and Software
5.1The Software may be used on any workstation and by any number of individuals in the employ of the Licensee.
5.2The Data may be used in the normal course of the business of the Licensee by any expressly Authorized User in the employ of the Licensee
5.3Any expressly Authorized User may search, find, use and display the Data or parts thereof, within any branch office, satellite office and head office of the Licensee
5.4The Licensee and any Expressly Authorized User in the employ of the Licensee may print the results of any single query of the Data provided that the purpose of the printed copy is for proof of the results of the Data query, or for compliance reasons
5.5Neither The Data nor the Software may be sold, transferred, copied or distributed in any way or form whatsoever without the prior written consent of IMAGIN8 and The Publisher.
5.6Use of the Data is subject to the provisions of this License Agreement, and any terms and conditions as published by The Publisher in the public domain outside of this License Agreement, which The Publisher may bring into effect from time to time without the prior consent of the Licensee or IMAGIN8, to which the Licensee agrees to be bound by. Any terms used in this Agreement, which are not specifically defined herein, shall, where applicable, be construed in accordance with the definitions contained in such terms and conditions of use.
5.7The Licensee is expressly prohibited from using the Data for any purpose that can reasonably be construed as a purpose that would have the effect (intentional or unintended) of competing with (directly or indirectly) The Publisher or IMAGIN8 or for the personal or economic benefit of the Licensee or its customers / clients, other than in strict accordance with the terms of this Agreement.
5.8The Data may not be recompiled, manipulated, used to prepare derivative works, published in another format or stored in any form, except for backup purposes purposes, without the prior written consent of the Publisher.
5.9The Licensee or any Authorized User shall not display or make available in any format or transmit a hard copy or electronic copy of the Data or any part thereof to any third party, who is not an Authorized User under this license or a bona fide beneficiary of the Data as a result of the services provided by the Licensee in the ordinary course of the business of the Licensee
5.10The Licensee will not be held responsible for unauthorized use of the Data provided:
5.10.1The Licensee promptly notifies IMAGIN8 or the Publisher of any such use of which it becomes aware
5.10.2The Licensee takes all reasonable steps to terminate such activity promptly; and
5.10.3The Licensee agrees to co-operate with IMAGIN8 and/or the Publisher in any investigation of such infringements or unauthorized use,
5.10.4The Publisher shall have the right, at its own discretion and expense, to bring any action or claim for damages resulting (directly or indirectly) from such infringements or unauthorized use.
6Disclaimer
6.1IMAGIN8 is not liable and will not be held responsible for any claim whatsoever arising from the use of The Software or The Data, whether such claim is due to any act or omission or negligent act by IMAGIN8, or its agents.
6.2The Publisher is not liable and will not be held responsible for any claim whatsoever arising from the use of The Software or The Data, whether such claim is due to any act or omission or negligent act by The Publisher or its agents.
7Termination
7.1The Licensee may terminate this agreement by giving no less than 30 days notice in writing to IMAGIN8. Notice received by email will only be considered as having been received by IMAGIN8 if notification of receipt of such termination has been sent by IMAGIN8 and if record of such notification can be produced by the Licensee. Although IMAGIN8 will, in good faith, make every effort to ensure that direct debits for cancelled subscriptions are stopped from the date of cancellation, the onus is on the Licensee to ensure that no further debit orders in relation to a cancelled subscription are presented to the Licensee’s bankers for payment. Disputes for debit orders will only be entertained in accordance with clause 16.4 below of this agreement.
7.2Should IMAGIN8, in its sole discretion, deem or determine or have reason to believe that the Licensee is in breach of this agreement, then IMAGIN8 will notify the Licensee of such breach in writing by fax or email, and the Licensee will have 7 days in which to rectify such breach. Should the Licensee fail to remedy such breach with 7 days of receipt of such notice/instruction by IMAGIN8, then IMAGIN8 may, at its sole discretion, withhold further supply of the Data to the Licensee until such time as IMAGIN8, in its sole discretion, has satisfied itself that:
7.2.1There has been no such breach, in which case IMAGIN8 will resume the supply of the Data to the Licensee, and the Licensee will not hold IMAGIN8 liable for any loss, costs or damages incurred by the Licensee during the period that IMAGIN8 withheld the Data from the Licensee
or
7.2.2That there has indeed been such breach, in which case IMAGIN8 will have the right to suspend access to the Licensee forthwith, and the Licensee, by using the Data consents hereto, and warrants that it has the authority on behalf of its service providers to consent hereto. Should IMAGIN8 require the authority of the Licensee in order to execute this clause, then the Licensee consents by signing this agreement to provide such authority to its service providers, and to not withhold the provision of such authority
Or
7.2.3That the Licensee has remedied such breach, in which case IMAGIN8 may resume the supply of the Data to the Licensee, and the Licensee will not hold IMAGIN8 liable for any loss, costs or damages incurred by the Licensee during the period that IMAGIN8 withheld the Data from the Licensee
8Fees and payment
8.1Each and every Transaction will be billed to the Licensee at the end of the billing cycle according to the scale of fees as published by IMAGIN8 from time to time on its website ( Fees in respect of the Subscriber’s Transactions for the period are payable within 7 (seven) days of the invoice date.
8.2The Licensee will be liable for any bank charges incurred by IMAGIN8 in the event of an unpaid cheque or returned debit order.
8.3IMAGIN8 reserves the right to withhold access to data to any Licensee whose account is in arrears.
8.4The Directors of the Licensee, should the Licensee be a company, trust, close corporation, or any other form of incorporation affording limited liability, assume personal liability for debts incurred as a result of transactional usage of data under this agreement, and give their express consent to IMAGIN8 and to the Publisher to be held liable jointly and severally for any outstanding debt should the Licensee fail in its obligation to settle its debt with IMAGIN8 under this agreement.
9Arbitration
9.1If any dispute arises as to the validity, interpretation, or the exercise of the rights and obligations of any Party under this Agreement, either party shall have the right to require that such dispute be referred to arbitration before a single arbitrator for decision
9.2The arbitration shall be held at Johannesburg.
9.3Unless otherwise mutually agreed, arbitration must take place within a period of thirty (30) days from the date the arbitration is called for.
9.4Appointment of an Arbitrator shall be mutually agreed to by the Parties, failing which an arbitrator will be appointed by the President of the Gauteng Law Society
9.5The arbitrator shall be a practicing attorney or advocate of at least ten (10) years standing, with no vested interest in the outcome of proceedings, and who has specific experience and knowledge of commercial law.
9.6The Parties agree to keep the arbitration and its subject matter and the evidence heard during the arbitration strictly confidential
9.7The decision of the arbitrator shall be final and binding upon the Parties and not subject to appeal.
9.8The arbitration shall be held in an informal manner without strict adherence to the requirements of formal pleadings or the application of formal rules of evidence.
9.9The arbitrator shall include in his/her award, an order as to the costs of the arbitration and the apportionment of such costs to each Party.
9.10The arbitrator shall in his/her sole discretion decide on the formulation of the dispute for arbitration
9.11The inclusion of this arbitration clause shall not prevent either party from applying to court for urgent relief in the appropriate circumstances
10Entire agreement and variations
10.1This Agreement constitutes the whole agreement between the Parties and
supersedes all prior verbal or written agreements or understandings or
representations by or between the Parties regarding the subject matter of this
Agreement, and the Parties will not be entitled to rely, in any dispute regarding this
Agreement, on any terms, conditions or representations not expressly contained in this Agreement
10.2No variation of or addition to this Agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the Parties.
10.3Neither party to this Agreement has given any warranty or made any representation to the other party, other than any warranty or representation which may be expressly set out In this Agreement.
11Assignment, cession and delegation
Neither of the Parties shall be entitled to assign, cede, delegate or transfer any rights,
obligations, share or interest acquired in terms of this Agreement, in whole or in part, to any other party or person without the prior Written consent of the other, which consent shall not unreasonably be withhold or delayed.
12Relaxation
No indulgence, leniency or extension of a right, which either of the Parties may have In terms of this Agreement, and which either party (“the grantor”) may grant or show to the other party, shall in any way prejudice the grantor, or preclude the grantor from exercising any of the rights that it has derived from this Agreement, or be construed as a waiver by the grantor of that right