Terms and Conditions
Build Relationships - Collaborate on Ideas - Share Information
ATTENTION: PLEASE READ
IF YOU DO NOT ACCEPT THESE
The following Membership Agreement ("Terms") apply to all member subscribers and users of this website (the "Website") and constitutes a legal agreement between you and your company on the one hand, and South Africa Business Network. Your use of any of the following is governed by and subject to the Terms: (1) the Website, (2) any and all SABN databases (in electronic form or printed hard copy), (3) the SABN membership registry CD-ROM, (4) any and all SABN registries (in electronic form or printed hard copy, (5) any and all SABN e-mail addresses or service, and the (6) the SABN web blog and forum (collectively, the "Databases"). By using this Website, you represent and warrant that: (i) you have read, understand, and agree to be bound by the Terms and you have the power, authority and legal right to use the Website in accordance with the Terms and (ii) these Terms are a valid, legal and binding obligation of you, enforceable in accordance with its terms. If you do not agree with the Terms, you cannot use the Website. SABN may amend the Terms from time to time, without notice, which amendments will be posted on the Legal Changes page hyperlinked on the homepage of the Website and will be effective and binding on you upon posting. Your continued use of the Website after posting shall constitute your acceptance of and agreement to be bound by the amended Terms. Reference to the terms "you", "your" or "yourself" in the remainder of the Terms refers to you unless otherwise expressly indicated. Additionally, as an added security precaution, all Website passwords will be reset annually by SABN and you will be required to reaffirm your acceptance of these Terms at such time.
that all information published on the Website or contained in the Databases
(collectively, the "Information") is protected in the United States
and internationally by a variety of laws including, without limitation,
copyright laws, trademark laws, and other proprietary laws. Accordingly,
any unauthorized use of any such Information may violate any of such
or other laws. The Information is provided by SABN for the
purpose of providing its members with access to electronic biographical
profiles through which members have the potential to (i) establish new
client and business relationships, (ii) achieve career advancement,
(iii) recruit employees, and (iv) advertise their business, all subject
to any and all restrictions and limitations contained herein, including
without limitations those contained in paragraphs 3 and 4 (the "Purpose").
This is a non-exclusive, non-transferable license, not a transfer of
title. You acknowledge that there may be situations where the
Information is subject to change, qualifications, variations, adjustments
or modifications without notice. Moreover, you acknowledge and
agree that the Website and the Information may contain errors, omissions,
inaccuracies, mistakes or deficiencies. Accordingly, you hereby
acknowledge and agree that these risks and exposures exist while utilizing
the Website and Databases, that your use of the same is subject to such
risks and exposures, and that SABN will have no liability on account
of any of the foregoing. The Website and Databases are subject
to interruption and disruption of use. You acknowledge that the
Website and Databases are not error free environments and that your
use of the Website and Databases are subject to interruption and may
contain errors. Accordingly, you acknowledge and agree that SABN
shall not be liable to you for any interruptions, disruptions of use,
delays or errors in connection with your use of the Website or the Databases.
You may not:
(a) modify, distribute,
publish or transmit the Information for any public or commercial purpose
other than the Purpose (and then only subject to the limitations and
qualifications set forth herein); (b) reproduce the Information in any
form, or by any means, without prior written permission from SABN;
(c) remove any copyright or other proprietary notices from the Information
or on any copy authorized by SABN; (d) transfer the Information
to another entity or person; (e) allow or permit access to or use of
the Website or Databases or any component thereof by any third parties;
(f) engage in any conduct that in SABN's sole and absolute discretion,
restricts, inhibits or impacts any other authorized user from using
the Website or Databases; (g) engage in any activities or practices
that disrupt, circumvent or otherwise interfere with the operation of
the Website or other Databases; (h) reverse engineer, decompile or disassemble
any Information; or (i) perform any act or omission that would violate
the Terms. You hereby agree that any new products, services, resources
or informational content added to the Databases shall be governed by
and subject to the Terms.
Without limiting SABN's rights under paragraph 9, SABN may terminate this license at any time if you are in breach of the Terms.
acknowledge that the Information is confidential and proprietary to
SABN and you agree: (i) not to reveal, report, publish, copy, disclose
or transfer Information to any third party, without SABN's prior
written consent, or permit any third party to examine and/or make copies
of any of the Information; (ii) not to use or copy the Information:
(x) for any purpose except the Purpose, (y) to compete with SABN
or otherwise use the Information in any way directly or indirectly detrimental
to SABN, (z) for any use of the Website or Databases "without
authorization or exceeding the authorized access" as more specifically
defined in Section 4 below; (iii) to hold the Information in strict
confidence and to take all reasonable precautions to protect the Information.
You acknowledge and agree that
the Information is proprietary to and is the sole and exclusive property
of SABN and that you have no right, title or interest therein.
You acknowledge and agree that the Information is a trade secret and
is not readily accessible to competitors of SABN and that such Information
has been acquired and assembled at significant expenditures of time
and other resources. You additionally acknowledge and agree that
such Information: (i) provides SABN with a competitive advantage
over those who do not know or use it; (ii) is kept in a safe place and
SABN has taken and is taking all reasonable precautions to protect
the secrecy of the Information and SABN's legitimate interest
in the Information; (iii) would be difficult for competitors of SABN
or others to duplicate; and (iv) may be used by SABN in any manner
it determines in order to aid in the marketing, sales and distribution
of its Databases.
to: (a) use the Website or Databases, as an authorized user, only
for the Purpose and only in accordance with the Terms; (b) take all
precautions necessary to maintain the secrecy and security of any passwords
and user IDs that may be issued by or to you and be solely responsible
for any use, misuse, theft or loss of any such passwords and user IDs,
including unauthorized access by third parties; and (c) comply with
any and all applicable rules governing transactions on and through the
Website. In the event of any unauthorized use of the Website or
Databases or should any unauthorized use of the Website or Databases
be reasonably suspected by you, you must notify SABN immediately
by telephone and concurrently provide written notice of the circumstances
surrounding the event.
You agree that you will not
engage in any activity that is competitive with, interferes with or
disrupts the business of SABN or the Website or other Databases.
You acknowledge and agree that any use of the Databases in any manner
that is competitive with or detrimental to SABN or that is other
than for the Purpose shall be deemed to have been made with the "intent
to defraud" and "without authorization or exceeding the authorized
access" and a violation of the Computer Fraud Abuse Act 18 U.S.C.
1030 and subject to the punishment and penalties contained therein,
as well as all other applicable state and federal laws. By way
of illustration, and without limitation, extracting information from
the Website or Databases for the purpose of soliciting other members
of SABN to join another company publishing electronic or hard-copy
biographies shall be deemed "without authorization or exceeding authorized
access" and a violation of the Computer Fraud Abuse Act, 18 U.S.C.
Additionally, you agree that
any of the following uses of the Website or Databases, if taken by you,
shall be deemed to have been made with the "intent to defraud" and
"without authorization or exceeding authorized access" and in violation
of the Computer Fraud Abuse Act, 18 U.S.C. 1030 and this Agreement:
(i) the reproduction, duplication, copying, selling, trading or reselling
of the Databases or the Information for any purpose, (ii) the transmission
of any viruses, Trojans, worms, bots, adware or malicious code to the
Website or Databases, and (iii) the deletion, removal, destruction or
damage of any Information on the Website or Databases with the exception
of your own personal member profile information.
You further agree (i) not to post, display, or transmit any false, inaccurate, misleading, disparaging, defamatory, libelous or slanderous comments regarding SABN or its business or any and all of its past or present officers, directors, affiliates, subsidiaries, or other members in any form or substance whatsoever via the Internet or by any other means, and (ii) not to tortiously interfere with the current and prospective contracts and relationships of SABN, its affiliates, or subsidiaries. By way of illustration, but without limitation, you specifically represents and warrants that you will refrain from using any Internet website or blog of any third party internet provider, as defined in the Communications Decency Act 47 U.S.C. §230, or any such site or blog of your own, to compete with, disparage, defame or otherwise place SABN in an unfavorable light. In the event that you fail to adhere to this representation, you acknowledge and authorize SABN to contact the third party service provider on behalf of you to immediately remove the information you posted on the Internet, and to obtain your full cooperation in this regard.
CONTAINED IN THIS Website IS PROVIDED (AND THIS Website IS MADE AVAILABLE)
"AS IS", "WITH ALL FAULTS" AND WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED. SABN
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF
LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES CONCERNING INFRINGEMENT
OR THE LIKE. SABN DOES NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE Information, AND MAKES NO COMMITMENT TO UPDATE THE Information
CONTAINED HEREIN. SABN CANNOT GUARANTEE OR WARRANT THAT THE Website
IS FREE OF VIRUSES, TIME BOMBS, TROJAN HORSES, WORMS AND OTHER DAMAGING
COMPUTER PROGRAMMING ROUTINES OR HARMFUL COMPONENTS. SABN CANNOT
GUARANTY OR WARRANT THAT THIS Website IS FREE OF SAME WHEN IT IS DOWNLOADED
BY A USER, NOR DOES IT MAKE ANY SUCH REPRESENTATION OR WARRANTY, AND
SAME ARE HEREBY WAIVED. USERS BROWSE AND USE THIS Website AND Information
CONTAINED HEREIN AT THEIR OWN RISK. Information CONTAINED IN THIS
Website IS PROVIDED WITH THE EXPRESS UNDERSTANDING THAT SABN IS
NOT RENDERING PROFESSIONAL ADVICE OR OPINIONS ON SPECIFIC FACTS AND
MATTERS AND, ACCORDINGLY, SABN ASSUMES NO LIABILITY IN CONNECTION
WITH THE USE OF THIS Website OR THE Information.
All Information relating to descriptions of Databases on this Website or Databases (collectively, "Product Descriptions") are provided solely for purposes of describing the Databases in question and for illustrative purposes. SABN makes no representation, warranty or guarantee that our Databases will yield any new client and businesses relationships or result in any professional success or job promotion, or that any other success, income, profits, satisfaction, or expectation will be achieved or derived by you or your business or company, and SABN hereby waives any and all liability in connection therewith. Other than hosting the Website and providing access to the Databases pursuant to the provisions hereof, SABN has not offered, nor is it obligated, to assist you or your business or company in finding clients or contacts, or to provide you or your business or company with any products, services or assistance of any kind or type. Accordingly, use of our Databases in connection with your business or company is at your own risk and pursuant to your own judgment.
acknowledge exclusive ownership in and all other rights to any trademarks,
trade names, logos, slogans, marks and service marks, copyrighted materials,
designs and other designations by SABN or its respective shareholders
(collectively "Marks") displayed on or used by the Databases.
You acknowledge that you have no rights, title or interest in or to
the Marks. You are not permitted to use these Marks without the
prior written consent of SABN or such third party which may own
the Mark. Notwithstanding anything to the contrary herein contained,
nothing on the Databases is to be construed as granting any license
whatsoever, by implication or otherwise, to any intellectual property
of SABN. Any unauthorized access or attempted access to any
password protected information on the Databases or any attempt to circumvent
access restrictions or any other security measures is expressly prohibited.
If you violate this paragraph
6, you shall indemnify and reimburse SABN for all damages, liability,
costs, reasonable attorneys' fees and other expenses incurred by SABN.
You agree to notify SABN of any infringements of the Marks that
you discover and assist SABN in taking any legal action against
such infringement, which SABN, in its sole discretion, decides is
Links to Third Party Sites.
The Website may contain links to other third party websites ("Third
Party Sites"). SABN makes no representations about any Third
Party Sites or the content thereof which you may access through this
Website. You acknowledge that SABN has not reviewed all of
these Third Party Sites, has no control over such Third Party Sites
or the content thereof, and is not responsible for any of these sites
or their content. Accordingly, you acknowledge and agree that
access to any Third Party Site is at your own risk and SABN shall
have no liability therefor. SABN is not responsible for the accuracy,
reliability or completeness of any information, data, opinions, advice
or statements made on these Third Party Sites. SABN shall
not be liable for any damages or injury arising out of or relating to
the content of any Third Party Site or your use thereof, and same are
hereby waived. SABN provides these links merely as a convenience
and the inclusion of such links does not imply an endorsement, sponsorship
or recommendation by SABN of anything contained on Third Party Sites,
or its products or services. SABN reserves the right to terminate
any link at any time.
Moreover, a Third Party Site
may provide a link to this Website ("Links"). This does not
indicate an endorsement, authorization, sponsorship, affiliation, joint
venture or partnership by or with SABN. In most cases, SABN
is not aware that a third party has linked to this Website. You
acknowledge and agree that SABN shall not be liable for any damages
or injury arising out of or relating to your use of this Website resulting
from a Link to this Site from a Third Party Site, and same are hereby
SABN cannot guarantee that any of the Third Party Sites or Links will be free from any viruses, time bombs, trojan horses, worms or any other damaging computer programming routines or harmful components. Moreover, SABN does not make, and you hereby expressly waive, any and all representations and warranties with respect to the availability, use, accuracy, reliability, or the results of the use of, the Third Party Sites and the Links and same are hereby waived. Accordingly, SABN hereby disclaims all warranties, express or implied, arising by operation of law or otherwise, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and warranties concerning infringement or the like, all of which are hereby waived.
To access certain information on the Databases, you may need to download such information onto your own computer. You acknowledge and agree that your right to download information from the Databases is strictly limited to the Purpose and for no other purpose whatsoever. Information which is downloaded may only be displayed by you for the Purpose, provided it is not modified in any way and that all notices are maintained without change including, without limitation, copyright notices. You also acknowledge and agree that any Information downloaded from the Databases is done at your own discretion and risk and you are solely responsible for any loss of data or damage to your computer that may result from the download of such information.
Termination of Access.
SABN shall have the right to terminate, limit or suspend your access to all or any part of the Site at any time, with or without notice, for any reason, including without limitation, for any conduct that SABN believes is in violation of the Terms or any applicable laws or is harmful to the interests of another user, any third party or the Website. Moreover, SABN reserves the right to discontinue the availability of the Website or any portion thereof at any time, and you agree SABN will have no liability for doing so.
not post, display or otherwise transmit via the Website any item, link,
description or information that: (i) is false, inaccurate, misleading,
disparaging, defamatory, libelous or slanderous to SABN or its business
or any and all of its past or present officers, directors, shareholders
or other members in any form or substance whatsoever; (ii) tortiously
interferes with the current and prospective contracts and relationships
of SABN, its affiliates, or subsidiaries; (iii) is or may be fraudulent
or involve the sale of counterfeit or stolen items; (iv) links to or
provides other listings (other than the links specifically approved
in writing by SABN in advance); (v) misappropriates or infringes
upon the rights of any third party, including without limitation, any
copyright, patent, trademark, trade secret or other proprietary rights
or rights of publicity or privacy; (vi) violates any applicable laws,
including without limitation, those governing export control, consumer
protection, unfair competition, antitrust, anti-discrimination or false
advertising; (vii) is or may be obscene, pornographic, indecent or unlawful,
in any form or substance whatsoever; or (viii) contains any viruses,
time bombs, trojan horses, worms, or other computer programming routines
or harmful components that may damage or interfere with the operations
of the Site or any user (collectively, "Prohibited Postings"). SABN
expressly disclaims any and all liability based upon your acts or omissions
with respect to the Website, including Prohibited Postings. Moreover,
SABN expressly reserves the right, but does not undertake the responsibility,
to monitor this Website for the contents of postings. You acknowledge
and agree that SABN shall not be liable for any damages or injury
resulting from such monitoring or election not to do so. To the
fullest extent permitted under applicable law, you agree to defend,
indemnify, and hold harmless SABN, its shareholders, directors,
officers and affiliates from and against any and all liabilities, damages,
losses, obligations, penalties, claims, actions, litigation, proceedings,
demands, defenses, judgments, suits, costs, disbursements and expenses,
including but not limited to reasonable attorney's fees and expenses
of whatsoever kind and nature, directly or indirectly arising out of,
relating to, or resulting from Prohibited Postings or similar acts or
omissions by you or any of your employees, consultants, agents, representatives
You understand and agree that informational content posted by other members including, without limitation, computer files, software, graphics, sound files and text ("Member Content"), whether publicly displayed by member on the Databases are the responsibility of the member from which such Member Content has originated. You agree that any information you provide to SABN is and will be accurate, correct and up to date. You are fully responsible for any and all Member Content that you upload, post, e-mail, transmit or submit to the Databases or SABN. Under no circumstances shall SABN be held liable for any errors or omissions in any Member Content.
SABN does not pre-screen uploaded, posted or transmitted Member Content, but SABN reserves the right to inspect, edit and delete any content that SABN knows, or has reason to know, has violated the Terms. SABN reserves the right to immediately, and without notice, terminate the account of any member found to have violated the provisions of the Terms. SABN may use or disclose any Member Content, if such disclosure is necessary to enforce the Terms Agreement, to respond to claims of intellectual property infringement, to comply with legal processes or to protect the rights of SABN, the public or other members of SABN.
SABN makes every effort
to maintain the integrity of the data, which is obtained primarily from
members who respond to SABN by completing an application form. However,
SABN not warrant the veracity, accuracy and/or truthfulness of this
data, and hereby disclaims any and all liability for any shortcomings,
false information, errors or inaccuracies included on the Databases,
whether due to error(s) and/or omission(s) attributable to SABN
and its agents or third parties.
You acknowledge that SABN
is considered a "provider/user of an interactive computer service"
as defined in the Communications Decency Act 47 U.S.C. §230 and therefore
is immune from liability resulting from any false or inaccurate information
contained on their website.
Further, SABN disclaims
any responsibility and any and all liability for the contents, quality,
performance or any other aspect of any information provided by it, including
information found in SABN Who's Who's website, registries, databases,
CD-ROMs and other products/services.
All membership fees and any payments related thereto including, without limitation, any membership upgrade fees are due and payable by you at the point of sale. You hereby acknowledge and agree that any other fees not collected at the point of sale that are due as a result of your membership including, without limitation, any deferred fees will be automatically charged by SABN to the credit card number provided by you to SABN thirty days from the original point of sale date.
All memberships are personalized and customized for each individual member by SABN and accordingly, there are no cancellations or refunds of SABN memberships unless you are otherwise entitled to cancellation pursuant to applicable law.
Intellectual Property Infringement.
SABN makes no representations or warranties as to whether SABN
Databases are free from claims of third parties regarding infringement
or the like.
You agree to indemnify and hold SABN, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any losses, damages, claim, demand, obligations, fees (including reasonable attorney's fees), penalties, suits or proceeding, of whatsoever kind and nature resulting from, relating to or arising out of (i) Prohibited Postings or similar acts by you or any of your employees, agents, or affiliates, (ii) your use of the Website or Databases, (iii) your connection to the Website or Databases, and (iv) your breach of the Terms. You agree that you are solely responsible for any breach of the obligations under the Terms and for the consequences (including any loss or damage which SABN may suffer) of any such breach.
Limitation of Liability.
SABN's MAXIMUM LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR
ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE MEMBERSHIP FEES PAID BY
YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
SABN BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, DIRECT, INDIRECT OR SPECIAL DAMAGES,
OR LOST PROFITS OR EXPENSES OF WHATSOEVER KIND AND NATURE, IMPOSED UPON,
INCURRED BY OR ASSERTED OR AWARDED AGAINST YOU, DIRECTLY OR INDIRECTLY
ARISING OUT OF, RELATING TO OR RESULTING FROM: (I) THE Website; (II)
YOUR USE, YOUR INABILITY TO USE OR ANY RESULT OF YOUR USE OF THIS Website
OR ANY Websites THAT ARE LINKED TO OR FROM THIS Website; (III) YOUR
USE (OR RELIANCE ON ANY) OF THE Information CONTAINED IN THIS Website
OR ANY Website LINKED TO OR FROM THIS Website; (IV) ANY BREACH OF WARRANTY,
EXPRESS OR IMPLIED, UNDER THESE Terms OR OTHERWISE; (V) ANY OTHER BREACH
OF ANY OBLIGATION OR DUTY OWED BY SABN HEREUNDER OR UNDER APPLICABLE
LAW, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR
PARTICULAR REQUIREMENT OR NEED WHICH SABN KNEW OR SHOULD HAVE KNOWN
OF, OR (VI) THE Databases. THIS LIMITATION OF LIABILITY WILL APPLY
TO ANY CLAIM WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, WARRANTY
OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER SABN HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT
ANY TERM OF ANY AGREEMENT BETWEEN YOU AND SABN IS FOUND UNCONSCIONABLE
OR UNENFORCEABLE FOR ANY REASON, THIS PROVISION OF WAIVER BY AGREEMENT
OF CONSEQUENTIAL DAMAGES SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS PARAGRAPH MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY OF SABN IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
This Website is controlled
by SABN from its offices within the United States of America.
SABN makes no representation that Information in this Website is
appropriate or available for use in other locations. Access to
this Website is prohibited in territories where the content of this
Website is illegal.
You acknowledge and agree that
the Terms shall be a contract made in the United States, State of New
York. All questions pertaining to the validity, construction,
execution and performance of the Terms shall be construed and governed
in accordance with the domestic laws of the State of New York (including,
without limitation, the UCC), without giving effect to principles of
(i) comity of nations or (ii) conflicts of law, and the Terms shall
not be governed by the provisions of the U.N. Convention on Contracts
for the International Sale of Goods. Any controversy or claim
arising out of or relating to the Information, the Website, the Databases
or the Terms, or the breach hereof. shall be settled by arbitration
in accordance with the United States Arbitration Act and administered
by the American Arbitration Association in accordance with its commercial
arbitration rules, and judgment on the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. The arbitration
proceedings shall be conducted before a panel of three (3) neutral arbitrators.
The place of the arbitration shall be in Nassau County, New York.
be in accordance with New York law and judgment on the award rendered
by the arbitrators may be entered into a federal or state court located
in the United States of America, State of New York, County of Nassau.
In any arbitration initiated hereunder, the arbitrators will have no
authority to award to you any consequential, exemplary, incidental,
indirect or special damages, lost profits or punitive or other damages
not measured by your actual damages, except as may be required by statute
and then only to the extent such requirement cannot be waived.
Any award or preliminary relief awarded to you shall be limited to monetary
damages consistent with the provisions of this paragraph 13(b).
However, the arbitrators will have the authority to award to SABN
any consequential, exemplary, incidental, indirect or special damages,
lost profits, punitive and actual damages.
Except as required by law,
neither party nor any arbitrator may disclose the existence, content
or results of any arbitration hereunder without the prior written consent
of SABN and you.
By use of this Website, you
agree to be bound by all applicable laws and regulations that may pertain
to the Website, and you agree that any Information will not be removed
or exported from the United States or re-exported, except in compliance
with all licenses and approvals required under applicable United States
and foreign export laws and regulations, including, without limitation,
those of the U.S. Department of Commerce. Diversion therefrom contrary
to U.S. law is prohibited.