Welcome to Serobe website located at www.serobe.co.za
(the 'Site') and corresponding services offered by Serobe. These Terms of Service (these 'Terms')
govern your access to and use of our Site and our provision of a variety of services (each
a "Platform Service", and collectively, the 'Platform Services') to you. The Platform Services include 1)
software services including residence management tools. If you use the Plaform, you are a 'Customer'.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO
RESOLVE ANY DISPUTE BETWEEN YOU AND SEROBE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW
CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement of Terms
Serobe is willing to provide the Platform Services to you only upon the condition that you accept these Terms. By accessing or using the Platform or a Platform Service, you agree to these Terms. If you do not accept these Terms, then you may not access or use the Platform, or use the Platform Services. If you are accessing and using the Platform and the Platform Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
2. Changes to Terms or Platform Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. It’s important that you review the modified Terms because if you continue to use the Platform and the Platform Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms then you may no longer use the Platform and the Platform Services. Because the Platform and the Platform Services are evolving over time we may change or discontinue all or any part of the Platform or the Platform Services, at any time and without notice, at our sole discretion.3. The Platform Service
a. Platform Services. Subject to Customer’s compliance with these Terms, Serobe will make the Platform Services available to Customer in accordance with order form(s) submitted by Customer and accepted by Serobe and/or quotes mutually accepted or otherwise agreed to by the parties (collectively, an “**Order Form**”), during the term and for the number of “**Authorized Locations**” specified in the Order Form, solely for Customer’s internal business purposes. Each Order Form will be subject to the Terms contained herein and must be submitted through an Serobe representative or through the Serobe Platform.b. Authorized Users. Customer’s employees, contractors, or students who are authorized by Customer to use the Platform Services (each, an “**Authorized User**”) may access and use the Platform Services under Customer’s account. Each Authorized User must (i) create and use its own login credentials to access the Platform Services (i.e., Authorized Users may not share their login credentials), and (ii) agree to the Terms. Customer is responsible for all actions of its Authorized Users in connection with the Platform Services and their compliance with the Terms. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify Serobe if Customer knows or reasonably suspects that any user name and/or password has been compromised.
c. Serobe Data and Reports. By using the Platform Services, Customer will, to the extent specified in the applicable Order Form, have access to (a) Serobe proprietary data models and data sets; (b) data that is curated or otherwise licensed from various sources, and organized, compiled and analyzed by Serobe ((a) and (b) are collectively, the “Serobe **Data**”), and (c) all of Customer’s advertising data identifiable to Customer or its customers and any other data that is provided by Customer hereunder (“**Customer Data**”), and may be accessed by Customer via the Platform Services (collectively, the “**Data**”). Customer may also access related reports as described in the applicable Order Form analyzing the Data (“**Reports**”).
d. Additional Services. From time to time, Serobe may make available certain additional features or services to Customer (collectively, “**Additional Services**”). Provision of any such Additional Services by Serobe will be subject to the execution of specific Order Form(s) or amendments to existing Order Forms. Unless otherwise agreed to by the parties in the applicable Order Form, Customer’s use of the Additional Services will be subject to these Terms.
4. Ownership
a. Serobe Platform Services and Data. As between the parties, Serobe is the sole owner of all rights, title and interest in and to the Platform Services including without limitation, the Platform console, tools, methods, know-how, inventions, features, data models, and data architecture provided or otherwise developed by Serobe including without limitation, in connection with the provision of Platform Services, the Serobe Data, and Reports (except for any Customer Confidential Information or Customer Data contained in such Reports), and any updates, new versions, enhancements, modifications, adaptations, or improvements to the Platform and Platform Services. This includes without limitation, all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights recognized in any jurisdiction in the world (collectively, “Intellectual Property Rights”) therein. Serobe hereby grants to Customer, during the Term, the limited revocable and non-transferable right to access and use the Platform Services, Serobe Data, and Reports for Customer’s internal business purposes only as set forth in the Order Form.b. Grant of License by Customer in Customer Data. Customer shall own all right, title, and interest in and to the Customer Data and any output from Serobe’s data models that is unique and otherwise identifiable to Customer. Customer hereby grants to Serobe, during the term of these Terms, a worldwide, non-exclusive, irrevocable, perpetual, transferable, sublicensable, royalty-free license to use, copy, reproduce, modify, create derivative works, and process as necessary, the Customer Data, solely for the purpose of providing the Platform Services to Customer during the term of these Terms and thereafter, the right to use such Customer Data during the term and thereafter in an aggregated manner that is not identifiable to Customer (or its customers) for Serobe’s internal business purposes including improving or adapting the Serobe Materials or other current and future Serobe products and services. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Data (including any personal data provided or otherwise collected by Customer) as contemplated by these Terms and (ii) Serobe’s use of the Customer Data in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
6. Confidential Information
a. Definition. “**Confidential Information**” means: (a) with respect to Serobe, the Platform Services and any features produced by, and other information or documentation relating to, the Platform Services (including, without limitation, all Serobe Materials and Customer Feedback), as well as any business or technical information of Serobe, including, but not limited to, any information relating to product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is (i) designated as “confidential” or “proprietary” or (ii) based on the nature of the information or its disclosure, a reasonable person would understand that the information is confidential. ; and (b) with respect to Customer, the Customer Data or any other non-public information that is designated as “confidential” or “proprietary” when disclosed.b. Exclusions. The obligations in Section 6 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without access to or use of any Confidential Information that can be evidenced in writing; or (d) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure. In addition, the receiving party may disclose such Confidential Information of the disclosing party that it is required to disclose pursuant to a court order or other judicial process provided, the receiving party shall first give the disclosing party prompt notice and only disclose the minimum amount of information required. Serobe may further disclose under confidentiality the existence of these Terms to any of its investors, shareholders, or prospective investors or acquirers.
c. Restrictions. Neither party will use or disclose any Confidential Information, except as necessary for the performance of these Terms and each party will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of a similar nature and importance. Each party may disclose Confidential Information only to those of its employees who have a bona fide need to know such Confidential Information for the performance of these Terms; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms. In addition, Customer may disclose Reports only to those of its services providers who have a bona fide need to know such Reports for the sole purpose of providing services to Customer; provided, that each such service provider first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Reports as those set forth in these Terms. To the extent there is a breach of Confidential Information or Intellectual Property Rights, each party may seek injunctive relief in any court of competent jurisdiction without the posting of a bond or other similar requirement.
d. Publicity. Serobe shall have the right to publicly announce the existence of a business relationship between the parties. During the term of these Terms, Serobe may use Customer’s name, trademarks and logos (collectively, “**Customer Marks**”) on Serobe’s website and marketing materials to identify Customer as Serobe’s customer, provided that Serobe shall use commercially reasonable efforts to adhere to any usage guidelines provided by Customer with respect to the Customer Marks.
7. Payment
a. Fees. In exchange for using the Platform Services hereunder, Customer will pay Serobe the fees specified in the applicable Order Form in accordance with the terms set forth therein and these Terms (“**Fees**”) and any reasonable out of pocket expenses incurred or committed by Serobe and approved by Customer in advance in writing. Any Additional Services shall be subject to additional fees set forth in the applicable Order Form.b. Payment Terms. All Fees and other amounts set forth in the applicable Order Form are stated in and are payable in South African Rands and invoiced in advance, unless otherwise set forth in the Order Form. You agree to pay us the Fees set forth in the Order Form. If paying by credit card or ACH on the Platform, you authorize Serobe or its third-party payment processor to charge the invoiced amount at the time of invoice. If you are not paying by credit card or via ACH on the Platform, then (unless the Order Form otherwise provides) you agree to pay invoiced amounts within seven (7) days of receipt of invoice. All Fees and payments are non-refundable and non-transferable except as expressly provided in these Terms. Past-due payments will be subject to late payment charges of the lesser of: (a) one and one-half percent (1 ½ %) per month, or (b) the maximum rate allowed by law. If a payment becomes five (5) days or more overdue, we reserve the right to suspend your access to the Platform and Platform Services without liability to you, until payment is made in full. If any payment becomes ten (10) days or more overdue, we may terminate these Terms and your access to the Platform and Platform Services upon notice to you. We have the right to change payment terms, including by requiring upfront payment for the Platform, at our discretion based on your payment history.
c. Taxes. Unless otherwise stated, Serobe’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Serobe has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount will be invoiced to and paid by Customer. For clarity, Serobeis solely responsible for taxes assessable against it based on Serobe’s income or payroll.
d. Refunds. Serobe has no obligation to provide refunds or credits relating to any Platform Services but may do so in Serobe’s sole discretion.
8. Term and Termination
a. Term. These Terms commence on the date on which you accept them or begin using a Platform Service and, unless terminated earlier, will continue in effect for as long as Serobe is providing Platform Services to Customer pursuant to an Order Form. The term of each Order Form shall be as set forth therein, which shall automatically renew, unless terminated in accordance with the following policies:- Software Services: If you have opted for a month-to-month plan, your Software Service will automatically renew for a further one-month period immediately following the expiration of the then-current one-month period unless you notify us in writing (email is sufficient) prior to the first day of any such further one-month period that you do not desire to so renew; likewise, if you have opted for an annual plan, your Software Service will automatically renew for a further one-year period immediately following the expiration of the then-current one-year period unless you notify us in writing (email is sufficient) prior to the first day of any such further one-year period that you do not desire to so renew.
b. Termination. Serobe may terminate an Order Form immediately upon written notice to Customer in the event that (i) Serobe discontinues the Platform Services or any of the Data or Reports (in which case Customer will be entitled to a refund of any pre-paid fees); or (ii) Customer fails to pay the Fees in a timely manner or (iii) Customer breaches Sections 4, 6 or infringes or otherwise violates Serobe's Intellectual Property Rights in and to Serobe Materials. In addition, either party may terminate an Order Forms upon notice if the other party materially breaches these Terms and fails to cure such breach within ten (10) business days following written notice specifying the breach, to the extent such breach is curable. If Customer terminates an Order Form in violation of this Section or Serobe terminates an Order Form for breach, all unpaid Fees due under that Order Form shall be accelerated and paid immediately by Customer.
c. Effect of Termination. Upon any termination or expiration of an Order Form: (a) the rights and licenses granted to Customer under an Order Form will automatically terminate; (b) Customer will promptly deliver to Serobe the Customer Feedback and any accrued but unpaid Fees and expenses incurred or committed to be incurred by Serobe with Customer’s prior approval; (c) Serobe will permit Customer to download a copy of the Customer Data for a period of thirty (30) days of the date of expiration or termination, and will have no obligation to retain any Customer Data thereafter; and (d) within five (5) days after any such termination or expiration, each party will, at its expense, return to the disclosing party (except for any archived electronic communications which may be stored confidentially) all Confidential Information in the receiving party’s possession or control.
d. Survival. The provisions of Sections 4, 5, 6, 7, 8(d), 12, 13, 14 (in accordance with its terms), 15, 16, and 17 will survive any termination or expiration of these Terms.
9. General Prohibitions
You agree not to do any of the following:- Post, upload, publish, submit or transmit any Customer Data that: (i) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) are fraudulent, false, misleading or deceptive; (iv) are defamatory, obscene, pornographic, vulgar or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) are violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances.
- Use, display, mirror or frame the Platform, or any individual element within the Platform, Serobe’s name, any Serobe trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Serobe’s express written consent;
- Request, accept or make any payment for Fees outside of the Platform Services. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Serobe harmless from any liability for such payment;
- Access to probe, scan, or test the vulnerability of any Serobe system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measures implemented by Serobe or any of Serobe’s providers or any other third party (including another user) to protect the Platform;
- Attempt to access or search the Platform or download content from the Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Serobe or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Serobe trademark, logo, URL or product name without Serobe’s express written consent;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
- Collect or store any personally identifiable information from the Site or Platform from other users of the Platform without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Platform or content or to review or edit any content, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including any Customer Data, you provide to use via the Platform, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform or the Platform Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.