1. RECORDAL

McGBFA hereby agrees to provide the Participant (subject to the terms and conditions set out below), with free access to the McGBFA services (hereinafter referred to as the “Services”) in order to enable the Participant to test if the Services are suitable for its purposes (the “Trial”), which appointment the Participant hereby accepts.

TERMS AND CONDITIONS APPLICABLE TO THE TRIAL SERVICES

2. DURATION

2.1 This agreement shall commence on the effective date of the Trial and will, subject to the provisions of this agreement continue for a period of 2 (Two) weeks unless otherwise agreed upon by the Parties in writing (hereinafter referred to as “the Trial Period“), whereafter this agreement shall automatically terminate without notice.

2.2 The Participant acknowledges and agrees that McGBFA makes no representation in any manner whatsoever that:

(i) this agreement may or will be extended; or

(ii) McGBFA will enter into a similar agreement on similar terms at a later stage with the Participant.

2.3 McGBFA may at any time terminate this agreement should the Participant fail to comply with any of the terms and conditions set out in this agreement, without notice to the Participant. Notwithstanding the aforegoing, McGBFA shall at its sole discretion be entitled to immediately terminate the agreement without notice to the Participant.

2.4 Upon termination of the agreement as set out in clause 2.3 above, the Participant will be eliminated from the Trial and shall return the Services or any of its components in its possession to McGBFA and/or should McGBFA elect to remove such Services or any portion thereof, from the Participant’s relevant systems then the Participant shall grant McGBFA the relevant access to do so provided that McGBFA supplies the Participant with at least 5 (five) business days written notice to that effect. Upon such return and/or removal McGBFA may request the Participant by way of a written notice to furnish written confirmation that the Participant has not retained in its possession or under its control either directly or indirectly any Services requested to be returned and the Participant shall supply such written confirmation within 7 (seven) business days of such notice.

2.5 In the event that the Participant is satisfied with the outcome of the Trial and wishes to enter into a subscription agreement (hereinafter referred to as the “Subscription Agreement”), with McGBFA for the Services, the Parties shall enter into and sign the Subscription Agreement.

3. PROVISION AND USE OF SERVICE/S

3.1 McGBFA grants the Participant, subject to the terms and conditions of this agreement, a non-perpetual, non-exclusive, non-transferable licence to access and test the Services for the duration of the Trial Period and only in such manner and format prescribed by McGBFA from time to time.

3.2 The Participant shall:

3.2.1 only use/access the Services internally for Trial purposes;

3.2.2 not publish or use the relevant portion of the Services and/or any data contained therein in presentations or documents or correspondence or website or intranet or hyperlink and/or any link;

3.2.3 not store/ use/ access directly or indirectly and/or cause any third party to store/ use/ access the Services or any portion thereof in any way whatsoever other than as contemplated in 3.1;

3.2.4 not publish or otherwise reproduce, repackage, alter, modify, reverse engineer, decompile, disassemble, adapt or disseminate the Services;

3.2.5 not transmit, re-transmit, transfer, distribute, re-distribute, copy, sell, re-sell, lease, rent, license, sub-license the Services to any third party; and

3.2.6 not allow itself or any third party to link to it in any way whatsoever.

3.2.7 not circumvent any component and/or process of the Service/s (or any part of it) or cause it to be done in any way whatsoever; and

3.2.8 not use, access the Services (or any part of it) or cause it to be used and/or accessed in any way other than authorised by McGBFA in terms of this agreement.

3.2.9 immediately after termination of the Trial, return all such Services or any of its components in its possession to McGBFA and/or should McGBFA elect to remove such Services or any portion thereof from the Participant’s relevant systems then the Participant shall grant McGBFA the relevant access to do so, provided that McGBFA supplies the Participant with at least 5 (five) business days written notice to that effect. Upon such return and/or removal McGBFA may request the Participant by written notice to furnish written confirmation that the Participant has not retained in its possession or under its control either directly or indirectly any Services requested to be returned and the Participant shall supply such written confirmation within 7 (seven) business days of such notice.

3.3 McGBFA reserves the right to, at any time, take all the necessary action (which may include suspension, interruption and/or degrading of the Services), which it deems to be reasonable under the circumstances to preserve the security and reliable operation of its software, hardware, systems, technical infrastructure, network infrastructure, Services and/or Software Application.

3.4 Any username and/or password allocated to the Participant or created by the Participant is personal to the Participant and the Participant undertakes to only allow the persons authorised in terms of this agreement to access and/or use the Services.

3.5 Any URL provided to the Participant by McGBFA for the purposes of rendering the Services belongs to McGBFA and the Participant undertakes to only use it or cause it to be used for the purpose of accessing and/or using the Services in terms of this agreement.

3.6 The Participant undertakes that it will use its reasonable endeavours to not do or permit anything to be done which will compromise McGBFA's, its host’s or its sources’ (“Sources”) security, software, hardware, systems, technical infrastructure, network infrastructure, Services, data (“Data”) and or software application (“Software Application”) when using and/or accessing the Services, including the infection with any malicious and/or destructive elements.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 McGBFA is, except for intellectual property in Data and Software Application contemplated in clause 4.2 or if otherwise indicated, the owner of all the intellectual property rights in, used in, in connection with or embodied in the Service/s, including the functionality of the Service/s, the format in which the Service/s are transmitted and the layout and the look and feel of the Services and/or any user or training manuals associated with the Services. McGBFA shall wholly and exclusively retain all such existing intellectual property rights in, used in, in connection with or embodied in the Service/s and will furthermore become the exclusive and unencumbered owner of all new intellectual property rights in, used in, in connection or embodied in the Service/s of whatever nature including copyright, the functionality of the Service/s, the format in which the Service/s are transmitted and the layout and the look and feel of the Services with the exclusion of the intellectual property rights in Data and Software Application contemplated in clause 4.2 below.

4.2 To the extent that intellectual property rights in Data and/or Software Application, supplied by a Source to McGBFA, vest in a Source McGBFA warrants that it has the necessary rights and/or licences to distribute such Data and/or Software Application to the Participant in terms of this agreement. The Participant acknowledges and agrees that such Source shall wholly and exclusively retain all such existing intellectual property rights in, used in, embodied in or in connection with such Data and/or Software Application and will furthermore become the exclusive and unencumbered owner of all new intellectual property rights in, used in, in connection or embodied in or in including the copyright thereof.

4.3 McGBFA indemnifies the Participant against any claim by any third party that the use of the Service/s for any activity contemplated by this agreement infringes the intellectual property rights of such third party, and shall indemnify the Participant against any damages (together with all costs and expenses) which may be awarded to such third party in respect of any such claim. The indemnity shall not apply to any infringement of intellectual property rights, which is due entirely to McGBFA following an instruction or process stipulated by the Participant or a Source, provided that such infringement was not at the time known to be an infringement by McGBFA.

4.4 The Participant acknowledges McGBFA’s and/or its Source’s ownership, right and entitlement to the aforementioned intellectual property rights and agrees and undertakes not to at any time infringe and/or violate those rights in any manner whatsoever. Accordingly, the Participant hereby unconditionally and irrevocably indemnifies McGBFA and agrees to hold McGBFA harmless from and against any costs, losses, harm, liabilities, expenses, damages, fines or injury directly and/or indirectly suffered or incurred by McGBFA or for any such claims instituted against McGBFA by a third party, arising out of or relating to a breach of the aforementioned warranty during or after termination of the agreement.

4.5 All intellectual property rights vested in or owned by a Party or held by a Party under any licensing agreement with any independent third party (including, but not limited to, intellectual property rights obtained or developed by a Party after commencement of this agreement, other than as provided for in this agreement), shall be and remain the sole property of such Party and the relevant licensor's respectively.

4.6 The Participant undertakes to not use any of McGBFA’s intellectual property in any publication, advertisement, signage, media, circular or similar manner without McGBFA’s written approval.

4.7 The Parties record and agree that the provisions of this clause shall remain in full force and effect during operation of this agreement as well as indefinitely thereafter, notwithstanding termination of this agreement for whatsoever reason.

5. DISCLAIMER AND INDEMNITY

5.1 This is primarily a Services Trial and although McGBFA shall use its reasonable care and diligence to ensure that the Services are available, accurate, complete, correct, error-free and/or up-to-date and that it uses reasonable care and diligence to select its sources and/or hosts of its Services, McGBFA does not warrant, represent or in any way guarantee either expressly or by implication that the Services are available, accurate, complete, correct, error-free and/or up-to-date.

5.2 McGBFA and its Sources shall not be liable to the Participant, or anyone else, whether in contract, delict or otherwise, for any damages whatsoever, howsoever arising, including direct, indirect, special, collateral, exemplary, incidental or consequential damages, including (without limitation) loss of data, profits or custom, and/or business foregone, whether foreseeable or not and whether or not in the contemplation of the Parties at the time of the conclusion of this agreement.

5.3 Accordingly, the Participant hereby unconditionally and irrevocably indemnifies McGBFA and its Sources and agrees to hold McGBFA and its Sources harmless from and against any costs, losses, harm, liabilities, expenses, damages, fines or injury directly and/or indirectly suffered or incurred by McGBFA or it Sources or for any such claims instituted against McGBFA or its Sources by a third party, arising out of or relating to a breach of the provisions of this agreement.

6. CONFIDENTIALITY

6.1 The Parties hereby acknowledge that, during the course of their relationship with each other confidential and/or proprietary information relating to each Party’s business practices, personnel, business processes, systems and any other information of a confidential nature which is not generally available to a competitor or which would be understood, exercising reasonable business judgment, to be confidential, may be disclosed to the other. Such confidential information shall be used only for the purposes of fulfilling the obligations under this agreement and shall not be disclosed either directly or indirectly to any third party in any manner whatsoever. In order to protect such confidential information the Parties will obtain similar confidentiality undertakings from any employee, consultant, sub-contractor or other third party to whom any confidential information is disclosed

6.2 Subject to the provisions of 6.3 the receiving Party of confidential information irrevocably and unconditionally indemnifies a divulging Party against any loss, harm, damage costs, fines, expenses, including legal costs or injury which the divulging Party may suffer as a result of the unauthorized disclosure of confidential information or such unauthorized disclosure by a representative or affiliate of it.

6.3The undertakings set out herein shall not apply to information which can be shown to (and otherwise than as a result of a breach or default of the receiving Party or of a representative or affiliate of the receiving Party) be:

(i) be part of the public domain;

(ii) to have been lawfully in the possession of the receiving Party or its affiliates prior to its disclosure and is not subject to an existing agreement between the Parties or any of its affiliates;

(iii) be acquired by a Party or its affiliates independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the confidential information directly or indirectly under a confidentiality obligation from the divulging Party or its affiliates;

(iv) is acquired or developed by a Party or its affiliates independently of the other Party and in circumstances which do not amount to a breach of the provisions of this agreement;

(v) is disclosed or released by the receiving Party to satisfy an order of a court of competent jurisdiction or to otherwise comply with the provisions of any law or regulation in force at the time or the requirements of any recognised stock exchange; provided that, in these circumstances, the receiving Party shall use its reasonable endeavours to protect the confidentiality of such information to the widest extent lawfully possible in the circumstances by only divulging that portion of the confidential information which it is legally required to so and advise the divulging Party of such beforehand to enable the divulging Party to take whatever steps it deems necessary to protect its interests in this regard, including to seek an appropriate protective order or exemption and the receiving Party shall co-operate with the divulging Party if the divulging Party elects to contest any such disclosure.

6.4 The Parties agree that all of the aforegoing undertakings shall remain in full force and effect during operation of this agreement as well as indefinitely thereafter, notwithstanding termination of this agreement for whatsoever reason.

7. GENERAL

7.1 The Parties choose the addresses which appear on the first page of this agreement as their respective domicilium.

7.2 McGBFA may transfer its rights under the agreement to any subsidiary or division within the Naspers Group of companies. The Participant may however not transfer its rights under the agreement to any other person or entity without McGBFA’s prior written consent.

7.3 McGBFA will not be bound by any express or implied term, promise, warranty, guarantee or the like not recorded herein.

7.4 If any provision of this agreement is found to be invalid, unlawful or unenforceable, that provision shall be severable from the remaining provisions, which shall continue to be valid and enforceable.

7.5 The agreement does not create a joint venture or employment relationship between the Parties.

7.6 A Party may not bind the other Party in any way or incur any liability on behalf of the other Party.

7.7 This Agreement shall be governed by and interpreted according to the laws of the Republic of South Africa.

7.8 The Parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Witwatersrand Local Division, in respect of any action or proceeding arising from this Agreement.

7.9 The Parties record and agree that Johannesburg shall be deemed to be the place where the Parties have concluded this Agreement.