Terms and Conditions

Aiyoda License and Data Processing Agreement This Agreement is entered into between you (referred to as "Licensee", Controller" or "You") and Blackhill Technologies (Pty) Ltd (referred to as the "Licensor", "Processor" or "We") (collectively referred to as the "Parties") for the purpose of setting out the terms and conditions governing the use of the Aiyoda software application ("Applications"), developed by the Licensor and the processing of personal data by the Processor on behalf of the Controller. By installing, copying, or using the Application, you agree to be bound by the terms and conditions of this Agreement. License 1. License Grant 1.1 Subject to the terms and conditions of this Agreement, Licensor grants You a limited, non-exclusive, non-transferable license to install and use the Application on devices that You own or control. 1.2 You may not use the Application for any commercial purposes, other than intended with this agreement, without obtaining prior written consent from Licensor. 1.3 As the pricing is based on a "Per seat" basis, the Licensee will be responsible for providing the Licensor with an accurate number of seats. Should we ascertain that the number of seats exceeds the number provided initially, we reserve the right to invoice accordingly for the difference. 2. Restrictions 2.1 You may not modify, reverse engineer, decompile, disassemble, or create derivative works based on the Application, except to the extent that such restrictions are prohibited by applicable law. 2.2 You may not remove or modify any proprietary notices, labels, or marks from the Application. 2.3 You may not sublicense, sell, rent, lease, or distribute the Application to any third party without the prior written consent of Licensor. 3. Intellectual Property 3.1 The Application and all associated intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, are owned by Licensor and its licensors. 3.2 You acknowledge that this Agreement does not transfer any ownership rights to You, and You agree to refrain from any action that would infringe upon or harm the intellectual property rights of Licensor. 4. Updates and Support 4.1 Licensor may, at its discretion, provide updates, upgrades, or bug fixes to the Application. Such updates may be accompanied by additional terms and conditions. 4.2 Licensor may provide technical support for the Application via email or other means, at its sole discretion. However, Licensor is not obligated to provide any support services under this Agreement. 5. Data Collection and Privacy 5.1 The Application may collect certain information from You, as described in the Privacy Policy. By using the Application, you consent to the collection, storage, and use of Your data in accordance with the Privacy Policy. 6. Limitation of Liability 6.1 The Software is provided "AS IS" without warranty of any kind. Licensor disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 6.2 To the maximum extent permitted by applicable law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or inability to use the Application. 6.3 In no event shall Licensor's total liability to You exceed the amount paid by You for the Application, if any. 7. Governing Law and Jurisdiction 7.1 This Agreement shall be governed by and construed in accordance with the laws of South Africa, without regard to its conflict of laws principles. 7.2 Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa. Data Processing 1. Definitions 1.1 "Personal Data" means any information relating to an identified or identifiable natural person that is processed by the Processor on behalf of the Controller. 1.2 "Processing" means any operation or set of operations performed on personal data, such as collection, recording, organization, storage, adaptation, retrieval, consultation, use, disclosure, erasure, or destruction. 2. Scope and Purpose 2.1 The Controller engages the Processor to process Personal Data on behalf of the Controller. 2.2 The Processor agrees to process the Personal Data only on documented instructions from the Controller, including regarding transfers of Personal Data to a third country or an international organization, unless required to do so by applicable law. 3. Obligations of the Processor 3.1 The Processor shall process the Personal Data only to the extent necessary to fulfil its obligations under this Agreement and in accordance with applicable data protection laws and regulations. 3.2 The Processor shall implement appropriate technical and organizational measures to ensure the security and confidentiality of the Personal Data. 3.3 The Processor shall assist the Controller in responding to requests from data subjects exercising their rights under applicable data protection laws. 3.4 The Processor shall promptly notify the Controller if it receives a request from a data subject regarding the Personal Data processed on behalf of the Controller. 4. Sub-processors 4.1 The Controller authorizes the Processor to engage sub-processors for the processing of Personal Data, provided that the Processor notifies the Controller of any intended changes concerning the addition or replacement of sub-processors, giving the Controller the opportunity to object to such changes. 4.2 The Processor shall ensure that any sub-processor it engages provides sufficient guarantees regarding the implementation of appropriate technical and organizational measures to protect the Personal Data. 5. Data Security Breach 5.1 In the event of a personal data breach, the Processor shall promptly notify the Controller and provide all necessary information and assistance to enable the Controller to fulfil its data breach reporting obligations under applicable data protection laws. 5.2 The Processor shall respond appropriately to mitigate the effects of the personal data breach and to prevent further unauthorized access or disclosure. 6. Data Transfers 6.1 If the Processor transfers Personal Data to a third country or an international organization, the Processor shall ensure that appropriate safeguards are in place to protect the Personal Data in accordance with applicable data protection laws and regulations. Term and Termination This Agreement is effective until terminated. Either Party may terminate this Agreement with immediate effect if the other Party breaches any of its obligations under this Agreement and fails to remedy such breach within a reasonable period. Upon termination, you must cease all use of the Application and destroy all copies of the Application in Your possession or control. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of South Arica, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa. Entire Agreement This Agreement constitutes the entire agreement between You and Licensor regarding the Application and processing of Personal Data supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral. By installing or using the Application, you acknowledge that You have read and understood this Agreement and agree to be bound by its terms and conditions. If You have any questions or concerns about this Agreement, please contact Blackhill Technologies info@blackhill.co.za