GLU PROPRIETARY LIMITED
COMBINED PLATFORM USER TERMS AND CONDITIONS AND PRIVACY POLICY
- Introduction
- Welcome to the GLU software platform that enables the creation and management of mobile networks for its registered Users (referred to as “the Digital Platform”). These User Terms are relevant for persons who use the Digital Platform for mobile e-learning and community engagements.
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- The Digital Platform is operated by GLU with its registered address at Block 1,Boardwalk Office Park, Eros Street, Faerie Glen, Pretoria, South Africa under a third-party license. The GLU is referred to herein as “we”, “us”, “our”, “ours” or ‘LICENSEE”. The User is referred to as “you” , “your”, “yours” or “the User”.
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- We make use of the Digital Platform to create and manage e-learning tasks and community engagements (“Assignments”) that are then made available to you as the User. The details of the Assignments are determined by us and are specific to your engagement with us through the Digital Platform.
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- Accordingly, for your legal protection and ours, we require that you agree to these terms and conditions in order to access the Digital Platform. The terms and conditions may change overtime as the legal and commercial environment develops. Whenever you access the Digital Platform you will be deemed to have consented to the then current terms and conditions of use and you will be bound by the terms and conditions in force as at the time of access. Please make sure that you remain up to date on the terms and conditions as available https://glu.2engage.app/terms/view/glu-platform/1.00/
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- By accessing the Digital Platform, you agree to the terms and conditions set out herein, from time to time. These terms and conditions regulate your relationship with us.
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- You can find the glossary of terms and definitions in the table at the end of this document.
- Nature of the Relationship
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- Nothing in these terms and conditions and/or any Assignment or other agreement concluded on the Digital Platform, is intended or should be construed as creating a contract of employment, a partnership, or a joint venture, between you and GLU.
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- This agreement, and the use of the Digital Platform, does not alter in any way the relationship that you the User has with GLU, whether this be as employee, contractor, member of a group, community or the general public.
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- Under no circumstances are we liable for any harm arising out of your use of the Digital Platform, unless we have acted in breach of applicable laws or these User Terms.
- General terms of Access and Use of the Platform as a User
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- In using the Digital Platform, you warrant and represent in favour of GLU that you are 18 years old or older, or are duly assisted by your legal guardian who consents thereto. You will be required to declare your age in your application for registration.
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- You may only have one User account, irrespective of the number of devices you are using.
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- You are responsible for any activity that occurs through your account and you warrant that all information that you enter onto the Digital Platform, including upon registration or activation, and at all other times, will be true, accurate, current and complete and done so in good faith. You further agree to update your information as necessary to maintain its truth and accuracy.
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- You may not allow any other person to access your User account and you will not solicit or use the login credentials of another User at any time.
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- You may not use the Digital Platform for any illegal or unauthorized purpose. You agree to comply with all legislation, rules, notices, policies, directives, industry codes, and regulations applicable to your access and use of the Digital Platform and your execution of the Assignment.
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- You may not post violent, nude, racial, discriminatory, unlawful, infringing, hateful, pornographic, sexually offensive or suggestive material, or any other offending information or content on the Digital Platform, or create or direct any unwanted messages, comments, or other commercial or harassing communications to third parties, including other Users.
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- You are responsible for protecting your login and account details, including your password, bank account details, and any other Personal Information.
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- You may not access the Digital Platform by any other means than those officially permitted by GLU. You shall not hack or attempt to hack or assist any other person to hack into the Digital Platform, or otherwise gain unlawful access to the Digital Platform and its Data.
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- You may not interfere or disrupt the Digital Platform, or any third party services or networks linked thereto, including by transmitting any malware, spyware, viruses, worms or introducing destructive or malicious code or by creating accounts on the Digital Platform through unauthorized means, including, but not limited to, by automated device, script, bot, spider, crawler or scraper.
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- Any breach of the aforementioned may result in us, in its sole discretion, terminating your access to the Digital Platform with immediate effect. Furthermore, we shall be entitled to recover from you any damages that it may be entitled to in law.
- General Terms and Conditions of Use of the Digital Platform
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- GLU hereby reserves the right to refuse your access or use of the Digital Platform at any time and for any reason in its sole discretion.
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- You agree that you are responsible for all charges and costs that you incur in accessing the Digital Platform and or performing an Assignment accepted on the Digital Platform, including but not limited to, data charges, the costs incurred by you in executing an Assignment.
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- You acknowledge that the Digital Platform, is provided on an “as is”, “as available” and “with all faults” basis and is made available on a good faith basis. Accordingly, to the fullest extent permitted by law, GLU, nor its shareholders or affiliates, nor any of its employees, managers, officers, or agents (collectively the “GLU Parties”) make any representations or warranties or endorsements of any kind whatsoever, express or implied, as to:
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- the availability or reliability of the Digital Platform;
- the accuracy of any content on the Digital Platform;
- the security associated with the transmission of information and Assignment Data by you or to you on the Digital Platform, or
- that the Platform is free from any harmful components, including (without limitation) viruses.
- Terms and conditions relating to the offer and acceptance of an Assignment
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- By registering to become a User and accepting an Assignment, you agree to use your best efforts to perform the Assignment in accordance with the terms and conditions thereof.
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- By accepting an Assignment, you agree to provide the Assignment Data freely and on terms specified in the Assignment.
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- You are solely responsible for your conduct under this Agreement and in respect of each Assignment and the quality, accuracy and truthfulness of all Assignment Data and any other material that you submit on the Platform or otherwise under this Agreement.
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- As a User, you will conduct yourself in a diligent, respectful and professional manner at all times and shall not act in a manner which can be ascribed to and jeopardises the reputation of GLU or the Digital Platform.
- Assignment Data
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- Most often one of the primary results of an Assignment is the generation of Assignment Data. Accordingly, the terms and conditions related to Assignment Data are very important. You hereby warrant that all Personal Information and Assignment Data entered by you onto the Digital Platform, from time to time, is both true, accurate and complete.
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- You hereby irrevocably agree that Assignment Data submitted on the Digital Platform in response to an Assignment, belongs to GLU (unless otherwise agreed in writing between you and GLU) and that you hereby ceded and assign (to the extent necessary in law) all rights in and to the Assignment Data to GLU and hereby waive any right in and to the Assignment Data, including all intellectual property rights, title and interest subsisting in or arising in connection with that Assignment Data.
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- You irrevocably and unconditionally waive any and all moral rights relating to the Intellectual Property Rights in and to any Assignment Data, together with any other rights which you may enjoy under any legislation existing in the future, in any part of the world to the extent permitted by any such legislation.
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- Furthermore, you agree that if any Intellectual Property Rights, including moral rights, cannot (as a matter of law) be assigned by you to GLU, as contemplated above, then you grant GLU an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sub-licensees, under any and all such rights to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit and otherwise use each set of Assignment Data in any medium or format, whether now known or hereafter discovered.
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- You hereby irrevocably designate and appoint GLU and its duly authorized officers and/ or any of its employees and agents as your agent. By doing so you hereby authorise them to act for and on your behalf and to execute, deliver and file any and all documents with the same legal force and effect as if executed by you, if GLU is unable for any reason to secure your signature on any document needed in connection with the actions described in this clause.
- Application of Protection of Personal Information Act (4 of 2013) (“POPIA”) and Our Privacy Policy
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- POPIA applies to you and the Digital Platform. It is legislation that protects individual’s personal information from abuse and prescribes the manner in which personal information may be collected, managed, processed, stored and used.
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- Your privacy is very important to us and we will ensure that any information, including Personal Information, provided by, or collected from you, is stored in a secure manner.
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- You hereby consent that we may also use your Personal Information for so long as you are registered as a User on the Digital Platform to:
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- contact you directly (including in relation to the Assignment and any Assignment Data);
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- send Direct Marketing to you (as defined in section 1(a) of POPIA); and/or
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- send Rewards to you.
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- You agree that we will be entitled to approach you on at least one occasion for the purposes set out in the clause above (the “First Contact”). However, you may unsubscribe from receiving such communications, Direct Marketing and/or Rewards from GLU after the First Contact, by either:
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- unsubscribing on the facilities provided by GLU, and/or
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- texting “unsubscribe” from your mobile device which is registered with us, to such number as GLU may notify you of from time to time.
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- You hereby acknowledge that any Personal Information supplied to us by you under the Agreement is provided voluntarily.
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- By submitting any information to the Digital Platform in any form you further acknowledge that such conduct constitutes an unconditional, specific and voluntary consent to the processing of such information by us or our processors under any applicable law in the manner contemplated above, which consent shall, in the absence of any written objection received from you, be indefinite and/or for the period otherwise required in terms of any applicable law. Such Personal Information may form a permanent part of a completed Assignment and/or a product belonging to GLU.
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- You hereby acknowledge that GLU may from time to time transfer and store information, including your personal information, on servers and platforms outside of South Africa and you hereby consent thereto.
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- In addition, and in relation to third parties, some Assignments that you may undertake may require that you gather the personal information of members of the public, which Personal Information shall then be used for the purposes for which their consent is given. A User must respect the rights of members of the public under POPIA and follow the Assignment instructions to the letter especially as they relate to obtaining the informed consent of the member of the public. Furthermore, you hereby indemnify and hold GLU harmless against any claims by members of the public arising from your breach of the provision of POPIA and/or any Assignment.
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- Should you believe that GLU has utilised your Personal Information contrary to applicable law, you shall first resolve any concerns with us in accordance with the dispute procedure below. If you are not satisfied with such process, you have the right to lodge a complaint with the relevant regulator or ombudsman.
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- Subject to clause 7.11 below, we will not, without your express consent use your personal information for any purpose other than as set out below:
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- in relation to the management of Assignments;
- to contact you regarding current or new Goods or services or any other goods offered by us or any of our divisions, affiliates and/or partners (unless you have opted out from receiving marketing material from us); or
- to inform you of new features, special offers and promotional competitions offered by us or any of our divisions, affiliates and/or partners (unless you have opted out from receiving marketing material from us); or
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- We will not disclose your personal information to any third party other than as set out below:
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- to our employees and/or third party service providers who assist us to interact with you via the Digital Platform, and thus need to know your personal information in order to assist us to communicate with you properly and efficiently;
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- to our divisions, affiliates and/or partners (including their employees and/or third party service providers) in order for them to interact directly with you via email or any other method for purposes of sending you marketing material regarding any current or new goods or services, new features, special offers or promotional items offered by them (unless you have opted out from receiving marketing material from us);
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- to law enforcement, government officials, fraud detection agencies or other third parties when we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report or support the investigation into suspected illegal activity, or to investigate violations of these User Terms;
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- to our service providers (under contract with us) who help with parts of our business operations (fraud prevention, marketing, technology services etc). However, our contracts dictate that these service providers may only use your information in connection with the services they perform for us and not for their own benefit;
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- We will ensure that all of our employees, third party service providers, divisions, affiliates and partners (including their employees and third-party service providers) having access to your personal information are bound by appropriate and legally binding confidentiality obligations in relation to your personal information.
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- We will –
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- treat your personal information as strictly confidential, save where we are entitled to share it as set out in this policy;
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- take appropriate technical and organisational measures to ensure that your personal information is kept secure and is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access;
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- provide you with access to your personal information to view and/or update personal details;
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- promptly notify you if we become aware of any unauthorised use, disclosure or processing of your personal information;
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- provide you with reasonable evidence of our compliance with our obligations under this policy on reasonable notice and request; and
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- upon your request, promptly return or destroy any and all of your personal information in our possession or control, save for that which we are legally obliged to retain.
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- We will not retain your personal information longer than the period for which it was originally needed, unless we are required by law to do so, or you consent to us retaining such information for a longer period.
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- GLU undertakes never to sell or make your personal information available to any third party other than as provided for in this policy or as specifically consented to by yourself, either at the time of collection of the data or at subsequent date.
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- Whilst we will do all things reasonably necessary to protect your rights of privacy, we cannot guarantee or accept any liability whatsoever for unauthorised or unlawful disclosures of your personal information, whilst in our possession, made by third parties who are not subject to our control, unless such disclosure is as a result of our gross negligence or wilful misconduct.
- Rewards
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- From time to time, we may attach a reward, benefit or incentive to the completion of an Assignment. These benefits will be subject to such terms and conditions as we may affix to them from time to time.
- Complaints and dispute resolution
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- If any dispute, controversy or claim arises between yourself and us, out of, or in relation to this Agreement or any Assignment, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or any Assignment or a party’s performance of its obligations thereunder (“Dispute”), the parties shall attempt in the first instance to resolve the Dispute through mutual good faith consultation.
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- To give effect to the clause above, the User must first lodge a complaint or query through the Digital Platform at GLU’s support desk support@m4jam.zendesk.com or via live chat within the app. GLU shall have thirty (30) days within which to resolve the Dispute with you the User.
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- If the Dispute is not resolved in this manner within thirty (30) days of a party’s notice of a Dispute, then either party may serve a notice on the other party requiring the Dispute to be submitted to mediation and arbitration as provided for in this clause.
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- The Dispute resolution process shall be a mediation and arbitration process and shall take place in accordance with the AFSA Arbitration Rules in force at the time of the Dispute. The appointing authority in terms of the AFSA Arbitration Rules shall be the Association of Arbitrators (South Africa). Unless agreed otherwise the mediation and the arbitration shall be administered by GLU. The number of mediators shall be 1 (one) and the number of arbitrators shall be 1 (one). The place of the mediation and the arbitration shall be in Sandton- Johannesburg, South Africa.
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- The Parties shall undertake mediation for a period of a maximum of 10 days and failing resolution shall immediately commence with final arbitration proceedings. The mediator and arbitrator shall be separate persons (unless otherwise agreed by the parties). GLU shall pay for the Dispute resolution procedure up until the end of the mediation process, thereafter the cost of the Arbitration may be included in the award of the Arbitrator and shall form a part of the Arbitration Award.
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- The arbitrator shall conduct the arbitration expeditiously. The arbitration award shall be final and binding on the parties and may be made an order of a court by either party.
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- This dispute and arbitration agreement will survive the termination of any or all of your transactions and relationship with GLU and/or a Client.
- Termination of use
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- GLU may terminate the operation of the Digital Platform at any time in its sole discretion, with or without cause and with or without notice.
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- In addition, GLU may terminate your access to the Digital Platform at any time in its sole discretion, with or without cause and with or without notice.
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- You may terminate your registration as a User at any time without cause or notice, by merely deregistering. Upon deregistration you will no longer be able to access the Digital Platform. All information supplied by you onto the Digital Platform before the date of deregistration shall continue to be used by GLU for the purposes for which you granted the original consent.
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- Should the Digital Platform be withdrawn and/or you cease accessing the Digital Platform, this will not affect either party’s rights and obligations under this agreement which existed prior to the expiration or termination.
- Value-added services
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- From time to time you may be offered value-added services on the Digital Platform or in your capacity as a registered User. The terms and conditions regulating the supply and delivery of such value-added services shall be prescribed as at the date of the offer, which terms shall be binding on you if you should accept the offer.
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- Such value-added services may include services or products (such as financial products, electronic devices, vouchers and payment services and the like). Given the varied nature of such value-added services, the offer and acceptance of any value-added services shall not be construed as changing the nature of the relationship between yourself and GLU. All offers are made on an arms-length basis and notwithstanding the nature of the value-added service or product, shall not be construed as creating a contract of employment, partnership or joint venture relationship.
- Compliance with Law
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- You hereby agree to comply with all applicable laws governing your conduct under this Agreement and any Assignment, including but not limited to:
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- Laws related to data privacy, including the Protection of Personal information Act (4 of 2013); and
- Laws related to health and safety.
- Confidentiality
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- During the term of the Agreement and at all times thereafter, you will:
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- hold all Confidential Information in strict confidence; and
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- refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by the Agreement, and
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- refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining GLU’s express prior written consent and then only on a case-by-case and need-to-know basis.
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- You will protect the Confidential Information from unauthorised use, access, and/ or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care
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- You will not attempt to reverse engineer, and/ or change, modify, adapt or alter the Digital Platform, any software, or any applications or items provided by GLU, including (without limitation) those that use, embody, or contain Confidential Information.
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- Upon GLU’s request and upon any termination or expiration of this Agreement or any Assignment, you will promptly:
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- return to GLU or, if so directed by GLU destroy, all tangible embodiments of the Confidential Information (in every form and medium);
- permanently erase all electronic files containing or summarizing any Confidential Information; and
- certify to GLU in writing that you have fully complied with the aforementioned obligations.
- Representations and warranties
In addition to other warranties provided in this Agreement, you further represent and warrant in favour of GLU and/or the relevant Client, that:
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- You are not subject to any contractual or other duty or restriction that would be breached by you entering into or performing your obligations under the Agreement, and/ or that is otherwise inconsistent with this Agreement (including but not limited to a contract of employment with a third party);
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- You have full right, power, and authority to enter into and perform in terms of this Agreement, and each Assignment undertaken from time to time, without the consent of any third party (including any of your current or former employers);
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- You will not, in the course of performing any Assignment, infringe or misappropriate, the Assignment Data nor any element thereof and will not infringe or misappropriate, any Intellectual Property Right of any third party;
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- All Assignment Data and all elements thereof submitted by you under any Assignment are your original works and you have all rights necessary to grant the rights set forth in this Agreement or relevant Assignment;
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- Neither the Assignment Data nor any element thereof will be subject to any restriction, lien, claim, pledge, security interest, or encumbrance when delivered by you to GLU;
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- You will not grant, directly or indirectly, any right or interest in the Assignment Data or any part thereof to any other person;
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- You will at all times comply with the provisions of POPIA and the Job Specifications when performing any Assignment; and
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- The Assignment Data and any other performance required will fully conform to the Job Specification, is true, accurate and complete and meets any other requirements and terms contained required therein, and will be of a professional and workmanlike quality.
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- You hereby indemnify and hold harmless GLU its shareholders, directors, contractors and suppliers, their affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, claims and other expenses (including attorneys’ costs and fees) arising from or in connection with any breach by you of any provision, representation, warranty or obligation in this Agreement, or in respect of any Assignment, including (without limitation) your infringement of any right of any third party (including (without limitation) infringement of Intellectual Property Rights, confidentiality, privacy, or damage to property). GLU reserves the right to assume the exclusive defence and control of any matter under this clause 14, and you will not settle any claim without the prior written consent of GLU.
- Limitation of Liability
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- GLU shall have not liability to the User unless in breach of statutory laws.
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- In no event will GLU its shareholders, directors, contractors and suppliers, their affiliates, employees, and agents be liable to you in contract and/ or delict (including negligence), or breach of statutory duty, or otherwise, for any indirect, exemplary, special, punitive, incidental or consequential losses or damages of any kind whatsoever and howsoever caused, even if foreseeable or if they have been advised of the possibility of such damages (including loss of profits, loss of goodwill, loss of data, loss of business, loss of revenue), arising under or in connection with the Agreement and (without limitation);
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- GLU does not provide any representations or warranties, nor accept any liability whatsoever, in respect of the following:
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- Any damage that you should suffer to your person (including, but not limited to, injury or death) or property (including, but not limited to, damage to your vehicle, computer, mobile device, or other equipment that may be used by you), whilst performing a service under this Agreement or any Assignment;
- The operation of the Digital Platform and its fitness for use;
- The content on the Digital Platform;
- The number of available Assignments at any one time or the quality thereof;
- any errors or omissions in the Digital Platform’s operation; and
- The availability of the Digital Platform, your use of, inability to use, or the performance of the Digital Platform.
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- GLU is not liable to you in respect of any claim or alleged claim by a third party that you have infringed the third party’s Intellectual Property Rights, privacy or personal information rights, in the performance of your obligations under the Agreement, or where GLU has reason to believe that you have infringed GLU’s or a third party’s Intellectual Property Rights, or privacy or personal information rights.
- Breach
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- Save as otherwise provided in the Agreement, should any Party (“the defaulting Party”) commit a breach of any of the provisions of the Agreement, then the other Party (“the aggrieved Party”) shall be obliged to give the defaulting party 7 (seven) days written notice to remedy the breach. If the defaulting Party fails to comply with such notice, the aggrieved Party shall be entitled to cancel the Agreement.
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- The provisions of this clause are without prejudice to such other rights as the aggrieved Party may have at law, subject always to any contrary provisions of the Agreement.
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- You acknowledge that any breach of the Agreement by you would cause irreparable injury to GLU for which monetary damages would not be an adequate remedy and, therefore, GLU will be entitled to interim relief (including specific performance). The rights and remedies provided to each party in the Agreement are cumulative and in addition to any other rights and remedies available to such party at law.
- Governing Law
The Agreement shall be governed in all respects by the laws of the Republic of South Africa.
- Domicilium and Notices
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- GLU may give any notice required by the Agreement by means of a general notice on the Platform, electronic mail to your email address on record with GLU, or electronically via your cell phone number on record with GLU. Such notice shall be deemed to have been given once the notice was posted, or the email or text message sent.
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- You may give written notice to GLU, addressed to the attention of GLU. Such notice shall be deemed given when received by GLU by email at the following address: hello@glu.co.za
- General provisions
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- This Agreement and your rights and obligations under the Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part by you without GLU’s express prior written consent, which may be withheld at GLU’s sole discretion. Any attempted assignment, delegation, or transfer in breach of the foregoing will be null and void.
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- GLU may assign, delegate, or transfer this Agreement, in whole or in part, or any of its rights under the Agreement to any third party without your prior written consent.
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- GLU’s failure to insist upon or enforce strict performance of any provision of the terms and conditions agreed upon will not be construed as a waiver of any provision or right. No waiver of any of these terms and conditions will be deemed a further or continuing waiver of such term or condition or any other term or condition. In any event, any waiver has to be reduced to wiring and signed by both parties.
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- The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and substitutes all prior or contemporaneous communications and understandings between the parties.
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- In the event that you provide GLU with any feedback regarding the Digital Platform, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions, you hereby agree that GLU may use such feedback for its own internal purposes in any way it may deem fit.
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- GLU reserves the right at any time to modify or discontinue, temporarily or permanently, the Digital Platform (or any part thereof) with or without notice. You agree that GLU shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Digital Platform.
GLOSSARY OF TERMS
Unless otherwise defined, each of the following terms and phrases shall bear the meaning ascribed thereto in the remainder of the Agreement:
“Agreement” means this Agreement including this glossary of terms;
“Assignment” means either a e-learning assignment or community engagement initiated by a Client on the Digital Platform and accessed by a User registered on the Digital Platform by GLU;
“Assignment Data” means the information and data entered by the User as a part of the Assignment or generated in the completion of an Assignment;
“Confidential Information” means any and all information or data of any nature and in any format or medium, which by its nature or content is or reasonably ought to be identifiable as confidential and/or proprietary to the disclosing party, or which is provided or disclosed in confidence, or which may come to your knowledge by whatever means, related to (without limitation) GLU’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties);
“Digital Platform” means the digital platform that enables registered Users to access Assignments uploaded and managed by GLU, which platform is operated by GLU (under license from third party supplier), and the software which forms part thereof, and any other component thereof;
“Personal Information” means personal information as defined in the Protection of Personal Information Act (4 of 2013) and relates to the User or any third party;
“User” means a person registered as a User on the Digital Platform by or on behalf of the GLU and who is thereby enabled to access Assignments;