Binding Contract
These Use Terms are a contract between you and us and govern your use of The Services. Agreeing to these Use Terms is a condition of use for any services we offer. You signify your agreement to these Use Terms and are legally bound by them from the date on which you:
- Click to accept or agree to these Use Terms where this site presents an option to do so, either on the Website or otherwise; or
- Use the Services in any way, in which case you understand and agree that your service use will signify your acceptance of these Use Terms from the moment you first begin to use the services offered by this site.
This is version 2.0 of these Use Terms and their effective date is 2013–12–20.
Amendments
You agree that we may, in our sole discretion, amend these Use Terms at any time, in any way and from time to time.
You agree that you accept any amendments and changes, and that these amendments and changes shall automatically come into effect on the date specified they are published. You further agree that it is your responsibility to review these Use Terms regularly in the event that we do publish changes. Your continued use of the services offered at this site will be subject to you agreeing to the amended Use Terms.
Interpreting these Use Terms
These Use Terms contains a number of words and phrases which have specific meanings and most of which are capitalised. The Glossary, below, contains many of these words and phrases (others are set out in these Use Terms’ body and are designated by terms in quotation marks).
We also apply certain rules when interpreting these Use Terms and the Interpretation Guide, which sets out these rules, is below.
Duration
These Use Terms shall continue to bind you for so long as you make use of The Services.
Effects of Termination
In the event these Use Terms are terminated for any reason whatsoever, the following clauses shall survive termination and continue to bind you:
The Services
Our Website details the The Services which, broadly, comprises the following components:
- Products;
- Support Service;
- Content;
- Metal Price Information
We grant you a limited and non-exclusive right to use The Services solely for the purposes which the The Services are intended for and as permitted by the licenses applicable to The Service components. This right is not transferable to any other person unless we agree.
You agree that, except where the nature of The Services requires otherwise, each component of The Services constitutes a separate and distinct service, and we are not necessarily obliged to render two or more components of The Services as a single, indivisible service.
Products
Our products are licensed to the person who payment information is provided to subscribe to The Services.
When you purchase paid services, you will receive access to a Support Service for those Service for a period of time that corresponds to the recurring payment period you chose when you purchased any of The Services. You may renew the Support Service for your paid Servers on the anniversary of your renewal period. For more information about the Support Service, read below.
Some of our Services have may have been contributed by 3rd Party service providers. These 3rd Party service providers may change from time to time and the Services they contribute may not always be available through the The Services offered here.
Support Service
As we pointed out above, when you purchase paid Services, you will receive access to a Support Service developed to support the specific paid Services you have purchased. The Website contains more information about the specific Support Service you receive with each paid Service purchase. The corresponding Support Service is valid for the duration of recurring payment period you chose when you purchased any of The Services, regardless of which paid Services you purchase, after which time the Support Service will come to an end.
Support Services are only available to you and you may not transfer them to any other person without our express, written consent. We may refuse to give consent for this at our discretion.
Content use
We grant users a Content License in respect of our Intellectual Property which forms part of the Services.
The Content License allow the paying entity the right to use the Services for their own use only. The Content License does not permit sharing the Services or related service data with anyone else. And sharing of Content without our expressed written consent is prohibited and violations are cause for immediately Services termination with no obligation on our part to refund any moneys for unused Service periods.
Users acknowledge that they do not acquire any ownership rights or rights to use the Content beyond their own personal use. In the event we revoke the Content License, users may no longer use the Content.
Changes to the Services
We may change any aspect of the The Services on written notice to you. These changes may include discontinuing aspects of The Services or The Services in their entirety. In the event we do make any changes to any aspect of The Services, we will usually publish Services information which, if published, shall detail the –
- proposed changes to The Services; and
- the date on which these proposed changes shall be implemented.
Changes to The Services may, at our sole discretion, require consequential changes to fees payable for and delivery time frames applicable to the aspects of The Services affected by the changes. We will similarly notify you of any such changes to fees payable or delivery time frames.
Fees
Subscription fees are payable in advance. By purchasing a Subscription, you authorize us to charge your payment method immediately and on a pre-pay basis for the Subscription period indicated. We may, in our sole discretion, suspend any aspect of The Services which you have not paid for.
To avoid a potential disruption to your Subscriptions, we offer automatic renewal, and it is enabled by default for all purchases. Unless you notify us before the end of the applicable Subscription period that you want to cancel, your Subscription will automatically renew, and you authorize us to collect the then-applicable monthly or annual fee (which may change) for such Subscription (as well as any taxes that we have the legal obligation to collect or pay) using any credit card or other payment mechanism we have on record for you. To cancel, you can remove your credit card from the My Account page.
You may claim a refund of any fees you have paid for any Subscription within 1 month of your purchase, your refund will reflect a pro-rated amount based on the number of days your Services were active before requesting a refund. Your use of The Services for which you claim a refund for may be terminated when you are refunded.
Without detracting from any of our rights, you agree that we are entitled to discontinue any aspect of the Subscription you may be using if you fail to pay any amount when it falls due or if you breach these Use Terms. In the event we incur expenses to recover amounts you owe us, you further agree that we may recover our legal costs on the attorney and own client scale, collection charges and tracing fees, and any applicable VAT.
Registration
You may be required to register on the Website in order to make use of The Services. Once registered, you will be able to log into your account using your chosen usernames and passwords.
You may not impersonate another person and you are required to associate your real identity with your account.
We collect your personal information through the Website’s registration form in order to successfully complete the registration process. We process personal information in terms of the Data Protection Policy.
You warrant that your personal information which you submit to us is accurate, current and complete. You also confirm that you have read and understand the Data Protection Policy.
You agree that we may deny you use of The Services should you breach your warranty or subsequently be found to have breached this warranty. We may take steps to verify your personal information once you have completed the requisite registration process for The Services and these steps may include, and are not limited to, email verification. You agree to submit to this verification process and irrevocably consent to us gaining access to relevant information held by 3rd Parties which may be reasonably required to complete the verification process. You acknowledge and agree that your access to The Services may be limited until this verification process has been successfully completed.
Should you not agree to our verification process or withhold your consent to us processing your personal information, your Services use may be suspended or terminated.
Without limiting our liability limitation provisions below, you waive any claims you may have against us or our Associates in the event we deny you use of The Services where you have breached these Use Terms or otherwise failed to fulfil your obligations to us.
Passwords and Account Security
You agree that the security of The Services user account is solely your responsibility. You further agree that –
- you are responsible for maintaining and promptly updating personal information and any other information you submit to us, keeping it accurate, current and complete;
- if you believe your Services user account’s security or integrity has been compromised in any way, you agree to notify us immediately and that you will be liable for any Losses you suffer should you fail to notify us timeously;
- we reserve the right to suspend your Services pending an investigation and resolution if any security violations are believed to have occurred in association with your Services user account.
Your Privacy
For information about our data protection practices, please read the Data Protection Policy. This policy explains how and under what conditions we will process your personal information, and protect your privacy, when you use The Services.
You agree that we may process your personal information in accordance with the Data Protection Policy.
Warranties
Save as expressly set out in these Use Terms, we do not make any representation or give any warranties whatsoever in respect of The Services.
If you are not, factually or legally, authorised to bind another person as our Customer to these Use Terms, you agree that you will be personally liable to us for any amounts due to us in terms of these Use Terms or otherwise as a consequence of using The Services in the event the legal entity concerned refuses or fails to pay any amounts which are due to us and as if you contracted with us for your personal Services use.
Liability
Disclaimers and Limitation of Liability
To the fullest extent permissible by law, we disclaim all warranties of any kind, whether express or implied in respect of The Services and you use The Services at your own risk. You agree that you must use The Services entirely at your own risk, and you agree that we cannot guarantee 100% accuracy or effectiveness of any aspect of The Services nor data provided by The Services.
You agree that neither we or our Associates shall be liable for any Losses which you may sustain however arising and whatever the cause, in particular pursuant to your or any 3rd Party’s use of, access to and/or interference with The Services.
You also agree that we have no liability to you pursuant to these Use Terms.
Indemnity
You and any 3rd Parties using The Services or Website indemnify us and our Associates from any Losses, which may arise as a result of your or the 3rd Party’s unlawful conduct, willful misconduct and/or gross negligence.
Maintenance and Repair
You acknowledge that from time to time The Services may be suspended, either in part or as a whole, for maintenance, repair and improvements. We agree, wherever reasonably possible, to give twenty-four (24) hours notice of suspension of The Services affected by the proposed suspension.
Save as set out elsewhere in these Use Terms or the Support Policy, we shall not be liable for any Losses which may be sustained as a result of the suspension of The Services except as provided for in the Support Policy, where applicable.
Rights Infringements
If any person is of the view that his, her or its rights have been infringed through unlawful Services use by any person, that person may address a complaint to us which satisfies the following requirements and/or sets out the following information:
- the full names and address of the complainant;
- the written or electronic signature of the complainant;
- identification of the right that has allegedly been infringed;
- identification of the material or activity that is claimed to be the subject of unlawful activity;
- the suggested remedial action to be taken by us in respect of the complaint;
- telephonic and electronic contact details, if any, of the complainant;
- a statement that the complainant is acting in good faith;
- a statement by the complainant that the information in the take-down notification is to his or her knowledge true and correct.
Notifications must be addressed to:
Email: support [at ] precious-metals-price-feed [ dot ] com
We will investigate the complaint on receipt of a complete and properly formulated complaint notice and will take appropriate action, where necessary. Such action may include, but is not limited to, removing offending Content and/or taking appropriate steps against offending users or Customers, where appropriate. We may not be able to, or it may not be appropriate for us to, respond to or act on every complaint.
Breach
Subject to any other provision of these Use Terms providing for the remedy of any breach of any provision of these Use Terms, should either Party (“the Offending Party”) commit a breach of any provision of these Use Terms and fail to remedy such breach within 10 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to:
- Cancel these Use Terms, provided the breach in question is a material breach going to the root of these Use Terms; or
- Claim specific performance of all of the Offending Party’s obligations whether or not due for performance
in either event without prejudice to the Aggrieved Party’s right to claim damages.
Either Party shall be entitled to summarily terminate these Use Terms in the event of the other Party being placed in liquidation or under judicial management, whether provisionally or finally, or in the event of the other Party entering into a compromise with its creditors generally. All amounts due by the other Party in terms of these Use Terms shall, in the circumstances contemplated in this clause, immediately become due and payable to the prejudiced Party.
Governing Law and Jurisdiction
These Use Terms shall be governed in all respects by and shall be interpreted in accordance with US Law and you consent and submit to the jurisdiction of our choice anywhere with the states and lands of the United States of America. You also agree that you cannot recover any of your legal expenses from us, and agree that you will not attempt to do so.
Interruption Event
You acknowledge that, from time to time, The Services may be suspended due to causes beyond our control which we refer to as Interruption Events.
You agree that we will be relieved of our obligations in terms of these Use Terms during the period that the Interruption Event and its consequences continue, only to the extent we are reasonably prevented from fulfilling our obligations, and we shall not be liable for any Losses which you may suffer as a result.
We will make reasonable efforts to notify you of an Interruption Event in writing as soon as we become reasonably aware of the Interruption Event.
In the event that an Interruption Event exceeds 2 calendar months and in the event that neither we or our nominee are able to provide alternative services and/or facilities, either you or we may terminate these Use Terms and shall only remain liable for performance under these Use Terms which fell due immediately prior to the Interruption Event.
Assignment
By users or you
Users or, where appropriate, you shall not be entitled to cede, delegate, assign or otherwise transfer all or any of its rights, interests or obligations under and/or in terms of these Use Terms except with our prior written consent. We will not unreasonably withhold our consent.
By Us
We are entitled to cede, delegate, assign or otherwise transfer all or any of our rights, interests or obligations under and/or in terms of these Use Terms subject to us giving you reasonable written notice to that effect.
Severability
If any court which has jurisdiction finds any clause or term of these Use Terms to be unenforceable, then the Parties agree that the remaining terms and provisions of these Use Terms shall be deemed to be severable from the unenforceable provisions and shall continue in full force and effect unless such unenforceability goes to the root of these Use Terms, in which case these Use Terms shall terminate.
Domicilium and Notices
Any Party shall be entitled to change its domicilium from time to time.
All notices, demands, communications or payments intended for any Party shall be made or given at such Party’s domicilium for the time being.
A notice sent by one Party to another Party shall be deemed to be received:
- On the same day, if delivered by hand;
- On the same day, if transmitted electronically with receipt received confirming completion of transmission;
- On the same day of transmission if sent by telefax with receipt received confirming completion of transmission, provided that the original of the notice shall, after such transmission, be sent by prepaid courier services to the Party to whom such notice shall have been given;
on the third day after despatch, if sent by prepaid courier.
Notwithstanding anything to the contrary contained in this Domicilium and Notices clause a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
The Customer
You choose your physical address; postal address; facsimile number and email address which you supply to us when registering to use The Services as its domicilium citandi et executandi (“domicilium”) for all purposes arising from or pursuant to these Use Terms.
Our physical mailing address is available upon request when accompanied by good reasoning, subject to our discretion. See our published contact details specified in our Disclosures section, below, for all communication purposes under these Terms.
Disclosures
Website address: http://precious-metals-price-feed.com
Official email address: support [ at ] precious-metals-price-feed.com
General
These Use Terms, as read with the documents referenced in these Use Terms, constitute the sole record of the agreement between the Parties in regard to its subject matter.
No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in these Use Terms.
No addition to, variation or consensual cancellation of these Use Terms, including this clause, shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.
No data message, including an e-mail, SMS and recorded voice message, which you send to us shall amend these Use Terms or the rights and duties of the Parties in any manner unless the Parties expressly state, and specify the extent to which, the data message amends these Use Terms or the Parties’ rights and duties in any material respect.
No indulgence which any of the Parties (“the Grantor”) may grant to any other (“the Grantee(s)”) shall constitute a waiver of any of the Grantor’s rights, who shall not be precluded from exercising any rights against the Grantee(s) which might have arisen in the past or which might arise in the future.
The Parties undertake at all times to take all reasonable steps to implement and comply with these Use Terms.
Interpretation Guide
In these Use Terms, headings are for convenience and are not intended to be used to interpret the Use Terms.
If the Use Terms refers to a Party who is liquidated or sequestrated (or has been through a comparable process under a different legal system), then the Use Terms will also be applicable to and binding on that Party’s liquidator or trustee, as the case may be.
Unless these Use Terms indicates to the contrary, any references to any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.
The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or preparation of these Use Terms, shall not apply.
Where in these Use Terms provision is made for the Parties (or either of them) to agree on or grant approval in respect of any matter, such Use Terms or approval shall only be valid and binding on the Parties thereto if reduced to writing and signed by the duly authorized representative of such Parties.
The use of the word “including” followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example.
Where these Use Terms specifies any number of days, the number of days excludes the first day and includes the last day unless the last day falls on a Saturday, Sunday or an official public holiday in the USA, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or official public holiday in the USA. Generally speaking, references to a “day” are references to typical business days.
Any reference to “business hours” shall be construed as being the hours between 10am and 6pm on any of our normal business days. Any reference to time shall be based upon Central Standard Time.
All annexes, addenda and amendments to these Use Terms form an integral part of these Use Terms and, therefore, our contract with you.
The words and phrases in the Glossary and, where appropriate, elsewhere in these Use Terms bear the meanings assigned to them and related expressions bear corresponding meanings.
Glossary
“3rd Party” means a person other than us and a Customer;
“Associates” means a Party’s officers, servants, agents or contractors or other persons in respect of whose actions that Party may be held to be vicariously liable;
“the Constitution” means Constitution of the USA;
“Content” means any material capable of and in which copyright protection may or may not subsist (such as data, data feeds, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) including, but not limited to, what a Customer may have access to as part of, or through the Customer’s use of The Services;
“Content License” means a personal, revocable, worldwide, royalty-free, non-transferable and non-exclusive licence to use our Content either on or through The Services through a generally available web browser, mobile device or application solely for the purpose of enabling users to use The Service, in the manner permitted by these Use Terms and does not extend to scraping, spidering, crawling or other technology or software used to access data without our express written consent;
“Customer” means the person contracting with us to use The Services subject to these Use Terms and is either –
- you, personally, if you are contracting with us in your personal capacity; or
- a legal entity such as a company or close corporation you represent, in which case you –
- represent to us that you are authorized by that legal entity to enter into this contract on that legal entity’s behalf; and
- agree that when we refer to “you” in these Use Terms, we are referring to the legal entity you represent with you as its authorized representative;
“CPA” means the Consumer Protection Act as defined in the USA;
“Data Protection Policy” means our data protection policy framework located at data-protection-policy;
“Intellectual Property” means any know-how (not in the public domain), invention (whether or not patented), design, trade mark (whether or not registered), or material capable of copyright protection and in which copyright subsists (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property;
“Intellectual Property Rights” means legal or moral rights in Intellectual Property;
“Interruption Event” means strike, lock-out, fire, explosion, floods, riot, war, accident, act of nature, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control, or any other cause or contingency beyond the control of the Party concerned;
“Interrupted Party” means a Party prevented or restricted directly or indirectly from carrying out all or any of its obligations under these Use Terms by reason of an Interruption Event;
“Losses” means all losses (including, but not limited to those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, damages and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest and penalties);
“Parties” means us and the Customer;
“personal information” means the personal information as defined in the Promotion of Access to Information Act, 2 of 2000;
“Products” means the software, data, and extensions which are made available through the Website and which are described in the Website;
“USA” means the United States of America;
“Subscription” means any Service that is offered on a recurring basis for a designated period, whether free or paid.
“Support Policy” means the terms and conditions establishing our minimum support undertakings in respect of the Services and located at support-policy;
“Support Service” means our Product support and update service described on the Website;
“South African Law” means all and any laws and regulations of the Republic of South Africa, including but not limited to the Constitution, the ECT, CPA or any other legislative enactment or regulation in force from time to time applicable codes of conduct, as may be promulgated or amended from time to time;
“use” bears its ordinary meaning and when used in the context of –
- the Website, means to visit or load the Website in a web browser, mobile phone or similar software application or device or otherwise engage with the Website;
- Products or Content, means to copy, download, distribute, display, view, modify, adapt, load in a web browser, mobile phone, software application or device or to otherwise engage with and/or manipulate the Products;
“user” means a person who is not a Customer and who uses the Service or the Website;
“Use Terms” means these terms and conditions, as amended from time to time;
“VAT” means Value-Added Tax as defined in the Value-Added Tax Act 89 of 1991;
“Website” means the website located at http://precious-metals-price-feed.com or such other websites as may be associated with and controlled by us from time to time;
“Us”, “we” and “our” means or are references to the owners of this Website and its associated Services
“The Services”, and “Services” means the Content, Products and Support Service, either collectively or in any combination.