1. DEFINITIONS AND GENERAL TERMS

• 1.1. The following terms used in this Agreement shall have the definitions assigned to them in this Clause 1, and shall include the singular as well as the plural form of the terms, unless otherwise expressly defined in the context it used.
• 1.2. In this Agreement, except where the context or subject matter otherwise requires:
• 1.2.1. "Company" or "Dropinbase" shall mean the corporate entity being Dropinbase (PTY) Limited providing the DIB Software and DIB Application under this Agreement, including its affiliates, successors, and assigns.
• 1.2.2. "DIB Software" shall mean the whole, or any portion of, or any derivative work of (a) the Dropinbase software (both the server-side and client-side framework), and (b) the Dropinbase database. This shall include the design as well as the code, data, database tables, images, components, tools and user-interfaces, and any additions or modifications made to them in new releases. It excludes any third party software, as mentioned elsewhere in this License Agreement.
• 1.2.3. "DIB Documentation" shall mean any information provided by us which describes the functioning of the Software (which includes but is not limited to documentation, tutorials, examples, context-sensitive help, "frequently asked questions", marketing material, videos, sound recordings, discussions on social media and forums, group or individual emails).
• 1.2.4. "DIB Application" shall mean any application that DIB Software enables. More precisely it is any software, application, module, library, derivative work, or portion of an application or library where the DIB Software was or is used to design, create, develop, modify, maintain, or host it, or enables it to function.
• 1.2.5. "DIB User" shall mean any person or other entity that downloads, installs, or makes use of the DIB Software to host or enable one or more DIB Applications, and any person or entity that creates, modifies, maintains or contributes code or database records related to one or more DIB Applications.
• 1.2.6. "Container" refers to the collection of code generated by Dropinbase related to a single record in the Dropinbase Container table (pef_container), which is often a "screen" or "page", or sub-section of a "screen" or "page" in a DIB Application. It is hereby declared that a DIB Application can obtain this code of a container from cache files that were originally generated in other installations of the DIB Software, without the need for a record in the Container table.
• 1.2.7. "Free Containers" refers to Containers provided by Dropinbase solely (a) for training purposes or design examples, (b) as templates for other containers (c) as tools for designing, building, maintaining and administering the DIB Applications.
• 1.2.8. "Permissible Parts" refers to those (a) files that Dropinbase specifically and clearly marks at the top of the file with the words "The code in this specific file is licensed under the MIT License" and (b) any third party software, as stated in the "Third Party Software" section of this Agreement.
• 1.2.9. "Derivative Software" refers to any software product or framework that incorporates any part of the DIB Software other than permissible parts, or that requires any part of the DIB Software other than permissible parts to function.
• 1.2.10. "Third-Party Software" refers to any software or technology that is not proprietary to the Company and which may be included or integrated with the DIB Software provided under this Agreement. Third Party Software may include, but is not limited to, libraries, frameworks, modules, plugins, APIs, or other components provided by third-party vendors, licensors, or open-source contributors. Third Party Software may be subject to separate license agreements, terms of use, or other legal terms, which shall govern the use of such software in conjunction with this Agreement.
• 1.2.11. "Confidential Information" refers to any information (regardless of the form of disclosure or the medium used to store or represent it) of Dropinbase, including trade secrets and technical, financial or business information, data, ideas, concepts or know-how, that:
• 1.2.11.1. is designated as "confidential" or by similar words by Dropinbase at the time of disclosure and, if oral or visual, is confirmed as confidential by Dropinbase in writing within fifteen (15) days of disclosure; or
• 1.2.11.2. the DIB User should have reasonably considered such information to be confidential in nature under the circumstances surrounding the disclosure. However, Confidential Information does not include any information including but not limited to:
• 1.2.11.2.1. written records lawfully acquired by or previously known to the DIB User, independent of Dropinbase;
• 1.2.11.2.2. is received from a third party without restrictions on its use or disclosure and not by inadvertence or mistake;
• 1.2.11.2.3. is or has become disseminated to the public through no fault of the DIB User and without violation of the terms of this Agreement or other obligation to maintain confidentiality; or
• 1.2.11.2.4. is created independently by the DIB User without breach of this Agreement, including any obligation of confidentiality owed to Dropinbase.
• 1.2.12. "Intellectual Property Rights" refers to all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including:
• 1.2.12.1. copyright, trademark, design and patent rights, trade secrets, moral rights, right of publicity, or authors' rights;
• 1.2.12.2. any application or right to apply for any of the rights referred to in paragraph 1.2.12.1.; and
• 1.2.12.3. all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications referred to in paragraphs 1.2.12.1. and 1.2.12.2.
• 1.2.13. "DIB Platform" refers to and encompasses the entirety of DIB Software and Derivative Software, and any updates, modifications, or enhancements made thereto by Dropinbase.
• 1.2.14. "Subscription Period" refers to the duration during which the DIB User is granted access to and use of the DIB Platform and/or its associated services, as specified in the subscription page or purchase page displayed on the website having URL: https://dropinbase.com and/or its subdomains. The Subscription Period begins on the commencement date specified in the payment receipt and shall end on the expiration date, unless terminated earlier in accordance with the terms of this Agreement.
• 1.2.15. "Subscription Fees" refers to the monetary charges payable by the DIB User to the Company for the access to and use of the exclusive or premium DIB Platform during the Subscription Period, as outlined in the subscription page or purchase page displayed on the website having URL: https://dropinbase.com and/or its subdomains. Subscription Fees may include, recurring periodic fees, and any applicable taxes or additional charges specified in the Agreement or which may be uploaded on the purchase page, order page or web page from time to time.
• 1.2.16. "Website" shall refer to the online platforms or web applications operated by the Company, accessible via the internet. The Website may include web pages, content, features, and functionalities related to the DIB Platform, as well as any associated documentation, support resources, or communication channels provided by the Company.
• 1.2.17. "Force Majeure Event" refers to any event beyond a party's reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by Dropinbase's vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or subcontractors.

2. VERSIONING OF DIB SOFTWARE AND THIS AGREEMENT

• 2.1. The DIB Software and this Agreement are versioned according to the Semantic Versioning model, which follows the format MAJOR.MINOR.PATCH (see http://semver.org/). This model defines how version numbers are assigned and incremented for the DIB Software and the Agreement, ensuring clear communication of changes and updates to DIB Users.

3. MODIFICATIONS TO THIS AGREEMENT

• 3.1. This Agreement encompasses or may be modified to encompass copies, downloads, installations, and upgrades of official versions of the DIB Platform. You are hereby prohibited under the terms of this Agreement and under the Intellectual Property Rights of the Republic of South Africa and/or from the Intellectual Property Rights from your home country from relocating, deleting, obscuring, or renaming the file containing the Agreement or its contents and non-compliance of this clause 3.1. Such acts as mentioned in this sub clause 3.1. shall lead to the persuasion of civil, criminal and/or other remedies available under the law, against the violating DIB User.
• 3.2. Dropinbase may, at its sole discretion, modify, amend or update this Agreement with each release, modification or improvement of the DIB Software and you are hereby directed to check this Agreement from time to time. By downloading, copying, upgrading or making use of the DIB Platform, by any means, you accept the terms and conditions of the Agreement associated with the release, which includes all changes to the Agreement to date.

4. PAYMENTS

• 4.1. THE DIB PLATFORM IS LICENSABLE IN NATURE AND NOTHING IN THIS AGREEMENT SHALL CONSTRUE THAT THE DIB PLATFORM IS FOR SALE.
• 4.2. You agree to pay one subscription fee per DIB Application, which covers any number of development, testing or staging installations of the application, but only one production installation. You agree to register each DIB Application through our User Portal, using the buttons and links provided on the DIB Software dashboard or on the User Portal at https://portal.dropinbase.com. Registration results in an applicationId that is stored in the settings table of the Dropinbase installation, and is used to identify the DIB Application. All development, testing, staging, and the first production installation of the DIB Application must share the same applicationId, resulting in a single subscription fee. If the same DIB Application is installed multiple times for different sets of end-users, each installation must be registered separately and is subject to payment for the subscription fee.
• 4.3. Each DIB Application comes with a complimentary usage period of two (2) months. To avoid incurring charges after this period, irrespective of whether the application is used in production yet, you must change the status of the registered DIB Application to 'discontinued' before the end of the two(2)-month period, by logging into the online User Portal.
• 4.4. A DIB Application that is set to 'discontinued' must not be used or further developed in any capacity. If its status is changed back to 'active', the subscription fee will become payable again. Note that the subscription fee expiry date is extended for each month that the DIB Application has the 'discontinued' status.
• 4.5. Subscription fees for the DIB Application can be paid on a monthly, semi-annual (six (6) monthly), or annual (twelve (12) monthly) basis. These fees are designed to be both affordable and ensure that Dropinbase can support the community, release new features, upgrade Angular and PHP code, enhance performance and security, and create documentation and examples.
• 4.6. The subscription fee due is displayed on the official Dropinbase website, at https://dropinbase.com/pricing and/or the user portal at https://portal.dropinbase.com, and/or at any other part of the main website or its subdomains, as may be displayed and included or modified in this Agreement. In addition it may be displayed on the dashboard of the registered DIB Application.
• 4.7. Each installation of the DIB Software with more than five hundred (500) containers (where this count excludes the count of Free Containers) will incur additional fees. These additional fees are kept affordable and are assessed on a case-by-case basis. Please contact us at [email protected] to discuss the applicable fees for such instances.
• 4.8. You agree not to disable, circumvent, or interfere with the built-in mechanisms in the DIB Software or User Portal that determines the count of payable containers, the subscription fee or when any fees are payable. If there are any disputes or concerns, please contact us at [email protected] to resolve them.
• 4.9. Note, in the future Dropinbase may switch to a new fee structure based on the number of containers you use (excluding any Free Containers). This change is intended to create a more equitable pricing system. The new fee structure will only apply to new DIB Applications registered after we provide notice of the change. If you registered your DIB Application before the notice is given, you will continue to pay under the fixed fee structure. However, if the new container-based fee structure would result in a lower fee for your DIB Application, then we will automatically switch it to the new structure.
• 4.10. The DIB Platform may be used free of charge in the following usages cases, subject to the Limitations of Use clause below (clause 10):
• 4.10.1. An installation of the DIB Platform which contains ten (10) or less containers, which excludes the Free Containers in the count.
• 4.10.2. Personal Use. Where the DIB Application is for personal, non-commercial use, unrelated to any form of business or occupation or other source of income.
• 4.10.3. Educational Use. Where the DIB Platform is used and authorized for use solely for educational purposes, which is limited to learning to operate the DIB Software or training students in its usage.
• 4.10.4. Registered non-profit organizations may use DIB Applications internally, for their workers/employees only, free of charge.
• 4.10.5. Startups. Free usage, with limitations, of the DIB Platform shall apply solely to registered companies with a current annual revenue of less than thirty thousand dollars ($30,000) USD. DIB Applications with any number of containers can be used free of charge only internally by their employees and owners, and not be clients of the startup. Such companies may be liable to furnish their annual revenue in order to avail such free usage. Payment is due for the use of DIB Software as soon as the sum of the revenue for the past twelve (12) months exceeds a total of thirty thousand dollars ($30,000) (USD).
• 4.10.6. DIB Platforms installed on devices or machines used exclusively for development or staging purposes and where no end-users interact with DIB Applications are exempt from payment. However payment is due for a DIB Application at the end of the complimentary two (2) months usage period, irrespective of whether the DIB Application is used by end-users by then, unless the DIB Application is ‘discontinued' before the end of the two (2) months and no further development to the DIB Application is undertaken thereafter.
• 4.11. Payments, applicable for DIB Platform used by the end-users of DIB Applications, shall have the following terms and conditions, being:
• 4.11.1. The subscription fee must be paid in all other cases to use the DIB Platform.
• 4.11.2. The annual fee allows for the use of the DIB Platform for a total period of one (1) year (12 (twelve) calendar months) only.
• 4.11.3. The six-monthly fee allows for the use of the DIB Platform for a period of six (6) calendar months only.
• 4.11.4. The monthly fee allows for the use of the DIB Platform for a period of one (1) calendar month only.
• 4.11.5. The first Subscription Period starts two calendar months after the installation of the DIB Application, irrespective of whether or not it is used by end-users by then.
• 4.11.6. Payment shall be payable in advance for the Subscription Period and shall not be refundable in nature, unless terminated for breach of the terms of this Agreement and/or any other terms as notified from time to time, by Dropinbase.
• 4.12. Subscription Fees payable by the Users are non-refundable and non-transferable in nature.
• 4.13. The Subscription Fees may be adjusted from time to time, and notifications to this effect shall be sent to the User's registered email account, at least sixty (60) days prior to when the Subscription Fees are scheduled for adjustment, modification or change. At the time of payment, the Subscription Fees displayed on the official Dropinbase website, at https://dropinbase.com, shall be payable.
• 4.14. The Subscription Period shall auto-renew and Subscription Fees will be payable provided either party does not advise termination of the Agreement, or the DIB User ‘discontinues' the application at least ten (10) days before the end of the current Subscription Period. A notification for payment shall be sent at least sixty (60) days before an annual or six (6) month subscription is up for renewal, and ten (10) days before a monthly subscription is up for renewal. When a payment or automatic payment cannot be processed, you shall have thirty (30) days from the renewal date to submit payment in order to retain the license to the DIB Software. Amounts not paid when due shall be subject to interest at a rate of the lower of one and one-half percent (1.5%) per calendar month or the maximum rate permitted by law.
• 4.15. End-users shall only use DIB Application(s) where all due Subscription Fees have been promptly paid by the DIB User. Failure to pay any due Subscription Fees shall constitute a material breach of this Agreement.
• 4.16. While developers, software suppliers or installers are free to charge their customers any payment or subscription fee for the DIB Applications, they must also ensure that the subscription fees due to Dropinbase as specified in this Agreement are paid for each installation of the DIB Platform.
• 4.17. Support, Training or Development Services as highlighted in clause 12 of this Agreement may be subject to additional fees as specified on the official Dropinbase website, at https://dropinbase.com or the support or development agreement signed and entered into separately between the Company and the DIB User.
• 4.18. Wherever the count of payable containers applies, it is calculated as follows:
• 4.18.1. The total count of Containers in a DIB Application, minus the count of Free Containers. Example: X number of Containers in a DIB Application - Y number of Free Containers = Z number of Payable Containers.
• 4.18.2. The total count of containers in a DIB Application is calculated as the count of containers in the Container table (pef_container) plus the count of containers accessed via cache files only.
• 4.18.3. Where the same Container record in the Container table (pef_container) is linked to different permission groups, the Container shall be counted only once.
• 4.18.4. In a multi-tenant setup where one installation of the DIB Software interfaces with more than one Dropinbase database (set of the Dropinbase tables), the count of all the unique containers involved shall be referred.

5. GRANT OF LICENSE

• 5.1. Subject to compliance with all the terms and conditions of this Agreement, we hereby grant DIB Users a non-exclusive, non-transferable, non-perpetual license to use the DIB Platform to build, modify, maintain, deploy, update and distribute any number of commercial or non-commercial DIB Applications for any number of end-users, and for their end-users to use the DIB Applications in accordance with the terms and conditions of this Agreement.
• 5.2. Take note that there are restrictions on the type of applications that may be built. Please refer to clause 10 of this Agreement for more details on the use of the DIB Platform and the limitations of use of the DIB Platform.

6. CHANGES AND EXTENSIONS

• 6.1. The DIB Software, or any part of it, may be "forked" and changed to suit other use cases, however this Derivative Software shall not be rebranded, shall only be used internally by you (and/or the corporate entity you represent), and shall not be made available for public download. The Derivative Software shall be subject to the same terms and conditions and payments due to Dropinbase, as specified in this Agreement.
• 6.2. Derivative Software shall not be rebranded, and shall not have its own license agreement, unless otherwise agreed in writing between the DIB User and Dropinbase. It must be clear to all DIB Users that download or install the Derivative Software, that it is based on Dropinbase. Links to both the official Dropinbase website (https://dropinbase.com) and to this Agreement must be visible and made clear. Any payment obligations towards Dropinbase as displayed in the DIB Software shall not be disabled or obscured in any way, in the Derivative Software.
• 6.3. Should you wish to make the Derivative Software available for public download and distribution, and/or rebrand it, you must contact us at _______ [enter email address] and/or through other means of communication, as informed from time to time by the Company, in this Agreement and/or on the Website. This scenario, as specified in this sub clause 6.3. shall be subject to a separate OEM agreement between the DIB User and the Company.
• 6.4. Dropinbase includes the ability to extend and override its functionality with extensions, modules and overrides ("extensions"). These extensions can and may be packaged and uploaded to the official Dropinbase store, where it can be made available for others to download. These extensions may not be made available for download, or distributed, by any other means than the official Dropinbase store.
• 6.5. The DIB Software includes the Container (pef_container) table as the main means of naming and defining pages, sections, sub-pages or sub-sections of DIB Applications. It also includes the main Active Permissions table (pef_perm_active) that contains references to Containers that are loaded from cache files without any record in the Container table (pef_container). These two tables are used by the DIB Software to calculate the total count of containers in order to determine fees payable to Dropinbase. In no event shall the DIB Software be altered, by any means, without the express written permission from Dropinbase, so that the Container table (pef_container) is no longer the main means of defining pages, sections, sub-pages, sub-sections of DIB Applications, or that the Active Permissions table (pef_perm_active) no longer contains references to Containers that are loaded from cache files without any record in the Container table (pef_container).
• 6.6. While DIB Users retain all rights to any original work created by them and which is used in DIB Software and DIB Applications, we still own the rights to such work, property and intellectual property rights related to the main DIB Software.
• 6.7. These terms and conditions also apply to all derivatives of the Derivative Software and so on.

7. REVOKING AND TERMINATION LEASE

• 7.1. This Agreement and your rights herein to use the DIB Platform and DIB Documentation shall terminate immediately if you fail to comply with all of the terms and conditions of this Agreement. Upon termination, you agree to immediately cease using the DIB Platform and DIB Documentation and you must destroy or delete your copies of the DIB Platform and DIB Documentation. Dropinbase also reserves the right to revoke a DIB User's license in case Dropinbase deems that the terms and conditions of this Agreement are not strictly adhered to.
• 7.2. The terms agreed to in clause 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19 and 21 shall remain in force after the termination or the expiry of this Agreement.

8. CONFIDENTIALITY

• 8.1. The DIB User acknowledges that it may have access to Confidential Information of Dropinbase in connection with this Agreement, and that Dropinbase's Confidential Information is of substantial value to Dropinbase, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.
• 8.2. The recipient of the Confidential Information, being the DIB User, under this Agreement must:
• 8.2.1. keep Dropinbase's Confidential Information confidential and protect it at least to the same extent it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information;
• 8.2.2. not use Dropinbase's Confidential Information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorized under this Agreement; and
• 8.2.3. not disclose Dropinbase's Confidential Information, except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement, provided that:
• 8.2.3.1. any disclosure made to the DIB User's employees, contractors or agents is on a need-to-know basis; and
• 8.2.3.2. the DIB User's employees, contractors or agents in receipt of the Confidential Information are under an obligation of confidentiality no less stringent than that set forth in this section.
• 8.3. Notwithstanding the restrictions in Section 8.2, if the DIB User is required to disclose any of the Dropinbase's Confidential Information by law, such as in response to a court order, subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, DIB User must:
• 8.3.1. where reasonably possible and permitted, immediately provide written notice to Dropinbase of the required disclosure to give Dropinbase an opportunity to move for a protective order or otherwise prevent the disclosure;
• 8.3.2. disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and
• 8.3.3. assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.
• 8.4. The DIB User shall immediately, and at least within seventy-two (72) hours, notify Dropinbase if Confidential Information of Dropinbase is used or disclosed, in breach with the terms of this Agreement. As monetary damages may not be sufficient relief, if anyone violates or threatens to violate the terms of this sub clause, Dropinbase is immediately entitled to enforce its rights by specific performance or injunction proceedings, in addition to any other rights or remedies it may have.
• 8.5. Upon Dropinbase's request and upon termination of this Agreement (unless agreed otherwise by the parties at the time), the DIB User will return, destroy or delete permanently (at Dropinbase's election) Dropinbase's Confidential Information.
• 8.6. On termination of this Agreement, the DIB User must continue to keep Dropinbase's Confidential Information confidential for five (5) years in accordance with this sub clause.

9. NO OTHER RIGHTS GRANTED

• 9.1. Except as expressly set forth herein, Dropinbase grants and you warrant to receive no other rights or licenses to the DIB Software and/or DIB Documentation and/or Derivative Software, whether by implication, estoppel or otherwise. You may retain intellectual property rights related to any modifications or changes in the Derivative Software made by yourself, in case such changes or modifications are exclusively made by you. You shall not retain any license or rights to the DIB Software, DIB Documentation and Derivative Software.

10. LIMITATIONS OF USE

• 10.1. Following are the limitations of use related to the DIB Platform, DIB Application and DIB Documentation, as notified in this Agreement or as may be notified or displayed on the Website:
• 10.1.1. If your application is distributed with the DIB Platform, any installation of the DIB Platform by your end-users or customers is separately bound to the terms and conditions of this Agreement. For example, each installation of the DIB Platform for or by your customers requires its own agreement and such agreement must be in compliance with the terms and conditions of this Agreement, and payment may be due for each month, six (6) months or year, as stated by the terms and conditions in this Agreement.
• 10.1.2. There are no limitations on the amount of end-users of, or subscriptions to DIB Applications, and you may sell the DIB Applications and subscriptions, as long as each installation of the DIB Software adheres to the terms and conditions of this Agreement.
• 10.1.3. You may sell, sublicense, rent, lease, lend, or otherwise commercialize the DIB Applications, but not the DIB Platform or DIB Documentation, subject to the terms and conditions of this Agreement, and you shall be liable for each payment due or owed to Dropinbase, for each installation of the DIB Platform.
• 10.1.4. You may not create Derivative Software with its own branding – please refer to clauses 5 and 6 of this Agreement for more information on the same.
• 10.1.5. You may charge for development, maintenance and upgrade fees related to the DIB Platform and DIB Applications.
• 10.1.6. Any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, related to, or otherwise applied in connection with the DIB Software must not be removed, obscured or changed.
• 10.1.7. You may not combine the DIB Platform with any other software, program or application that is licensed in any manner that could cause, or could be interpreted or asserted to cause, the DIB Platform, or any modifications thereto, to become subject to different licensing terms and conditions as those set forth in this Agreement.
• 10.1.8. The DIB Software or any part of it may be converted to a different computer language or environment. The resulting product is then considered to be Derivative Software - please refer to clause 7 of this Agreement for more information on the same.
• 10.1.9. Modifications of any kind to the DIB Software must not conflict with the terms of this Agreement.
• 10.2. DIB Software is licensed for lawful and ethical purposes only. The following activities are strictly prohibited by the terms of this Agreement and breach of the below mentioned terms shall constitute a material breach of the terms of this Agreement:
• 10.2.1. Violence and Hate Speech:
• 10.2.1.1. Creating DIB Applications that promote, glorify, or incite violence against individuals or groups based on race, ethnicity, religion, gender, sexual orientation, nationality, disability, or any other protected characteristic.
• 10.2.1.2. Developing DIB Applications that facilitate or enable physical or emotional harm to others.
• 10.2.1.3. Disseminating content that depicts or glamorizes violence or violent acts, including but not limited to war, terrorism, or assault.
• 10.2.2. Sexual Misconduct and Exploitation:
• 10.2.2.1. Designing or using DIB Applications to engage in any form of sexual harassment, intimidation, or coercion.
• 10.2.2.2. Creating DIB Applications that facilitate or promote child sexual abuse content or exploitation.
• 10.2.2.3. Distributing or displaying sexually explicit material that is illegal or harmful, including pornography or content that depicts consensual or non-consensual sexual activity.
• 10.2.3. Harmful and Unethical Content:
• 10.2.3.1. Developing DIB Applications that promote or glorify illegal activities, such as drug trafficking, weapons sales, or organized crime.
• 10.2.3.2. Creating DIB Applications that spread misinformation, disinformation, or hate speech.
• 10.2.3.3. Engaging in activities that could be harmful to children, such as cyberbullying or grooming.
• 10.2.3.4. Using DIB Platform to collect or store personal data without proper consent or for malicious purposes and not in compliance with data privacy laws and statutes of the Republic of South Africa or your local jurisdiction.
• 10.2.4. Labor Abuses:
• 10.2.4.1. Developing DIB Applications that directly or indirectly support or benefit from forced labor, child labor, or other exploitative labor practices.
• 10.2.4.2. Creating Applications that promote or normalize unfair or unsafe working conditions.
• 10.2.5. Additional Prohibited Activities:
• 10.2.5.1. Any use of DIB Platform that violates applicable laws or regulations, including intellectual property rights, privacy laws, data privacy laws, and export controls.
• 10.2.5.2. Using DIB Platform to harm, interfere with, or disrupt the computer systems or networks of others.
• 10.2.5.3. Attempting to circumvent or disable any security features of DIB Software.
• 10.2.6. It is hereby declared that the list contained in sub clause 10.1. and 10.2. of this Agreement is not exhaustive, and Dropinbase reserves the right to terminate a license associated with any breach of this Agreement.
• 10.2.7. Written permission from us shall be required for any deviations from the terms as mentioned in clause 10.2. of this Agreement and/or other terms of this Agreement, and will be subject to compensation payable to Dropinbase, and must be agreed upon and signed by both parties involved.

11. OWNERSHIP

• 11.1. The nature of this transaction between Dropinbase and the DIB User is that of a licensing transaction and not an agreement of sale. We reserve ownership of all intellectual property rights, title and interest, and all rights other than those expressly granted by this Agreement, inherent in or relating to the DIB Software and the DIB Documentation, which includes but is not limited to all copyright and patent rights, all rights in relation to trademarks also service marks registered or not; any information shared by us, DIB Users or any other party related to us, including trade secrets and know-how, any suggestions, ideas, enhancement requests, feedback, recommendations, or any other information provided by us.
• 11.2. We provide DIB Users with the DIB Software in order for the DIB User to host, use, create, modify and maintain DIB Applications. While DIB Users retain all rights to any original work created by them which is used in DIB Applications, we still own the property and intellectual rights in the DIB Software and DIB Documentation.
• 11.3. You agree to indemnify us against all actions, claims, proceedings, damages, costs and expenses arising from any actual or alleged infringement of intellectual property rights that you become aware of, and that you will notify us within three (3) days of your knowledge of any such actual or alleged infringement.
• 11.4. Any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, related to, or otherwise applied in connection with the DIB Software must not be removed, obscured or changed.

12. MAINTENANCE SERVICES AND SUPPORT OR DEVELOPMENT SERVICES.

• 12.1. The Company may provide maintenance services ("Maintenance Services") for the DIB Platform, at the Company's own discretion, which shall be informed to the DIB Users through proper channels of communication, subject to the terms and conditions of this Agreement. Such Maintenance Services may include, but are not limited to, bug fixes, software updates, patches, enhancements, and technical support related to the operation and use of the DIB Software.
• 12.2. The Company may provide development or support services ("Support Services") for DIB Applications, which shall be informed to the DIB Users through proper channels of communication, during the Subscription Period, subject to the terms and conditions of this Agreement. Such Support Services may include, but are not limited to, bug fixes, software updates, patches, enhancements, and technical support related to the operation and use of the DIB Applications.
• 12.3. Emergency support services may be available during and/or outside of normal business hours, at the sole discretion of the Company.
• 12.4. DIB Users may submit support or development requests through the designated channels provided by the Company, including but not limited to email, online ticketing systems, or customer support portals. Support or development requests shall include a detailed description of the issue or enhancement request.
• 12.5. The Company shall use commercially reasonable efforts to acknowledge receipt of support or development requests within a reasonable timeframe and to provide an initial response indicating the receipt of the message and the estimated timeline for resolution or implementation of the requested support or development. However, support or development requests may be categorized into priority levels based on the severity and impact of the issue or enhancement request, as determined by the Company. The Company shall allocate resources and prioritize support or development efforts accordingly.
• 12.6. The Company may, upon the request of the DIB User, release software updates, patches, or enhancements to the DIB Software. Such updates and enhancements may be provided free of charge or as part of a separate support or maintenance agreement, as determined by the Company. However, Support Services do not cover issues arising from:
• 12.6.1. DIB User misuse of the DIB Application or DIB Platform;
• 12.6.2. modifications or alterations to the DIB Platform made by anyone other than the Company;
• 12.6.3. integration with third-party software or services not authorized or supported by the Company; or
• 12.6.4. force majeure events or circumstances beyond the Company's reasonable control.

13. AUDIT

• 13.1. We or a third party sent, hired or authorized by us, may at our expense, audit your use of the DIB Platform and DIB Documentation. Should there be any material violation of the use of either, you shall be required to repay the reasonable costs of auditing. We also reserve the right to terminate or revoke your license and undertake any other remedies available under applicable law.
• 13.2. If the terms of this Agreement have been breached, you agree to pay us any amounts owing that are attributable to the unauthorized use. Also, we reserve the right, at our discretion, to terminate your license for the DIB Platform, in addition to seeking any other remedies available under law. This section shall remain in force for two (2) years after the termination and/or the expiry of this Agreement.

14. DISCLAIMER OF WARRANTIES

• 14.1. You hereby understand, warrant and agree that:
• 14.1.1. The DIB Software may contain bugs, errors and other technical and non-technical problems that could cause system or other failures, damage and data loss. Consequently, the DIB Software and any related outcome of its use is provided to you on an "as is" basis and Dropinbase disclaims any warranty or liability obligations of any kind to you, your clients, end-users, suppliers or anyone else affected by these occurrences. Where legal liability cannot be excluded, but it may be limited, Dropinbase' liability and that of its suppliers and affiliates shall be limited to the sum of ten dollars (U.S. $10) in total.
• 14.1.2. The DIB Software and DIB Documentation, any use or operation thereof, the results obtained through any use thereof, any modifications or omissions or updates to the DIB Software or DIB Documentation, any trade and any other course of dealing related to the DIB Software or DIB Documentation, comes without any warranty, guarantee or representation, and no other warranties, either express or implied, are made with respect to these, including but not limited to the correctness, accuracy, security, timeliness, reliability, currency, lack of errors, lack of interruption, lack of protection, merchantability or fitness for a particular purpose, title and non-infringement. You hereby acknowledge that it is not possible for us to provide any warranties.
• 14.1.3. No oral or written information or advice given by anyone, and specifically but not limited to owners and employees of Dropinbase, and anyone involved in the management, creation, production, support, training, sales or delivery of the DIB Software or DIB Documentation shall create a warranty or in any way increase the scope of this warranty, and you shall not rely on any such information or advice.
• 14.1.4. Dropinbase, its employees, and affiliated persons may update or modify the DIB Software and DIB Documentation at any time, in any way, and without notice, but shall not be obligated to support, modify or update the DIB Software or DIB Documentation.

15. OTHER DISCLAIMERS

• 15.1. You assume the entire risk, liability, and resulting costs related to your and your end-users' use of the DIB Software and/or DIB Documentation and/or DIB Applications and/or Derivative Software. This includes but is not limited to the results, actions, operation and performance of the DIB Software and/or DIB Documentation and/or DIB Applications and/or Derivative Software. You must accept the entire cost and responsibility of all related damage, liability, obligation, servicing, support, maintenance, repair and correction of your end-users' use of the DIB Software and/or DIB Documentation and/or DIB Applications and/or Derivative Software.
• 15.2. You accept that neither Dropinbase, its employees, affiliated persons, nor anyone involved in the creation, production, support, training, sales or delivery of the DIB Software and/or DIB Applications and/or DIB Documentation and/or Derivative Software shall be liable, in any way for any special, incidental, direct, indirect, exemplary, consequential or any other type of damage, regardless of the legal theory on which they are based, arising out of any dealing with, or the use of, or inability to use the DIB Software and/or DIB Documentation and/or DIB Applications and/or Derivative Software (including, but not limited to, procurement of substitute goods or services; business interruption; loss of use, data, media, or information; loss of income, savings, profits or the potential thereof), even if Dropinbase has been advised of the possibility of such damages. We are licensing the DIB Software and DIB Documentation on an "as is" basis, and hence the use of the DIB Software and/or DIB Documentation and/or Derivate Software, by you and your end users, shall be at your own risk and we disclaim any warranty of any kind or liability to you or anyone else.
• 15.3. The foregoing limitations of liability will apply even if the above stated warranty fails to serve its essential purpose. Each party acknowledges that the subscription fees set forth in this Agreement reflects the allocation of risk and responsibility agreed upon and deemed reasonable by the parties and that they would not enter into this Agreement without these limitations of liabilities.

16. THIRD PARTY SOFTWARE

• 16.1. The DIB Software makes use of, and is distributed with, software ("Third-Party Software") supplied by third-parties, including (but not limited to) those listed below.
• 16.2. The Third-Party Software, and its use, is made available to you by permission of the respective licensors and/or copyright holders on the terms provided by such parties, including those terms required to be provided to you that are set forth below, and subject also to the Agreement applicable to the DIB Platform. Without limiting the terms in the Agreement, we expressly disclaim any warranty or other assurance to you regarding the Third-Party Software. The following urls of the terms contained within the table mentioned in subclause 16.3 relate only to the Third-Party Software (not exhaustively) identified below and not to the DIB Software or DIB Documentation or Derivative Software.
• 16.3. Credits for the work performed by the respective licensors and/or copyright holders is due to the respective licensors and/or copyright holders. Copies of all Third Party Software included and the applicable license agreements can be found through a quick search on the internet. You are recommended to study the respective license agreements of such Third Party Software before you use such Third Party Software. The website url references provided below are for your convenience only and may be outdated. Third-Party Software License Applicable HtmlPurifier GNU Lesser GPL Ver 2.1 (https://opensource.org/licenses/LGPL-2.1) PHPMailer GNU Lesser GPL Ver 2.1 (https://opensource.org/licenses/LGPL-2.1) Angular MIT (https://opensource.org/licenses/MIT) DomPdf GNU Lesser GPL Ver 2.1 (https://opensource.org/licenses/LGPL-2.1) PHPOffice/PHPExcel GNU Lesser GPL (LGPL) (https://www.gnu.org/licenses/old-licenses/gpl-1.0.html) ChartJs MIT (https://opensource.org/licenses/MIT) Plotly MIT (https://opensource.org/licenses/MIT) JsBeautifier MIT (https://opensource.org/licenses/MIT) PasswordCompat MIT (https://opensource.org/licenses/MIT) Html2Text GNU Lesser GPL Ver 3 (https://opensource.org/licenses/LGPL-3.0) EvalMath BSD 3-clause "Revised" License (https://opensource.org/licenses/BSD-3-Clause) Symphony MIT (https://opensource.org/licenses/MIT) JSqueeze GNU Lesser GPL Ver 2.1 (https://opensource.org/licenses/LGPL-2.1)
• 16.4. Any Third Party Software is provided "as is", without any warranty and you specifically agree that we cannot be responsible for any support, faults, failures, errors, corrections or maintenance relating to the Third Party Software, nor the availability of updates and upgrades. We shall not have any liability under this Agreement, regardless of the nature of the claim or supposed damages of any kind, for any claim arising from or related to your use or distribution of the Third Party Software. We disclaim any and all representations and warranties, express, implied or statutory, with respect to any Third Party Software, including but without limitation, any warranties of merchantability, fitness for a particular purpose, system integration, data accuracy, title, non-infringement, quiet enjoyment, and/or non-interference.

17. PAYMENT AND TAXES

• 17.1. All charges and fees to be paid under this Agreement are exclusive of any applicable sales, use, VAT, service tax or other tax. Any such transaction tax shall be your sole responsibility and you shall pay all taxes, fees or charges reflected in your account according to the taxes, fees, charges, and billing terms in effect at the time a fee or charge is due and payable. We do not collect or remit sales and use taxes. Fees are quoted and payable in United States dollars only.
• 17.2. Payment obligations cannot be canceled or reduced, and once fees are paid, they shall be deemed non-refundable.
• 17.3. All payments due from the DIB User shall be made clear of and without deduction of any present and future taxes imposed by any taxing authority. If the DIB User is required by applicable law to deduct or withhold income taxes from amounts payable to Dropinbase under this Agreement ("Withholding Taxes"), the DIB User will remit, and provide Dropinbase with evidence that the DIB User has remitted, the Withholding Taxes to the appropriate taxing authority and pay to Dropinbase the remaining net amount. The DIB User may if necessary provide written notice to Dropinbase of its intent to withhold (including details of the amounts and legal basis for Withholding Taxes) at least fifteen (15) days before the due date for any payments under this Agreement and will cooperate with Dropinbase to reduce any Withholding Taxes. If Dropinbase provides the DIB User with valid and official documentation issued by the relevant taxing authority for a lower rate of Withholding Taxes, then the DIB User will apply the lower rate.
• 17.4. Each party shall be responsible for its own income taxes or taxes based on gross revenues or gross receipts.

18. COMPLIANCE WITH LAWS

• 18.1. Each party shall be liable to comply with the applicable national, state and local laws with respect to its rights and obligations under this Agreement, including applicable privacy and export control laws and regulations, the U.S. Foreign Corrupt Practices Act, and other applicable anti-corruption laws. The DIB User shall not use, transfer or access any DIB Platform for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license.
• 18.2. If Dropinbase receives notice that the DIB User is or becomes identified as a sanctioned or restricted party under applicable law, Dropinbase will not be obligated to perform any of its obligations under this Agreement, if such performance would result in violation of the sanctions or restrictions.

19. NOTIFICATIONS AND CUSTOMER INFORMATION

• 19.1. You accept the responsibility of ensuring that we can contact you for the duration of this Agreement by registering on our Website, and keeping the registered email address we have for you on our system valid and up to date. Your email address and the use thereof shall be protected in accordance with our Privacy Policy.
• 19.2. Dropinbase may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes. Dropinbase reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as provided. However, Dropinbase shall not be responsible for any automatic filtering, you or your network provider may apply to email notifications, we send to the email address you provide to us.
• 19.3. Your company or organization agrees to be identified as a customer of Dropinbase and you agree that we may refer to your company or organization by name, logo, trade name and/or trademark, if applicable, and may briefly describe your company or organization in our marketing materials, portfolio(s) and website.

20. FORCE MAJEURE EVENT

• 20.1. Neither party shall be liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event.
• 20.2. In case of Force Majeure Event that continues beyond a period of sixty (60) days, the parties shall be obligated to notify each other about the Force Majeure Event, and the party effected by the Force Majeure Event shall have the responsibility to mitigate the effects of the Force Majeure Event, as far as possible.
• 20.3. Dropinbase's failures or delays in its performance are excused to the extent they result from:
• 20.3.1. DIB User's acts or omissions, or those of its employees, agents, users, affiliates or contractors;
• 20.3.2. notwithstanding the generality of subclause 20.3.1., DIB User's failure or delay in the performance of a specific task, obligation or responsibility under this Agreement, which task, obligation, or responsibility is a condition or requirement for a Dropinbase task, obligation, or responsibility;
• 20.3.3. reliance on instructions, authorizations, approvals or other information from Company; or
• 20.3.4. acts or omissions of third parties (unless directed by Dropinbase).

21. CHOICE OF LAW

• 21.1. This license is governed by the Laws of the Republic of South Africa. For any dispute with Dropinbase, you agree to first contact us at [email protected] and attempt to resolve the dispute with us through good faith discussions. In the unlikely event that we have not been able to resolve a dispute within a period of sixty (60) days, any and all disputes related to this Agreement shall be settled by the courts of the Republic of South Africa. A court in a different country may be used to settle disputes, subject to agreement by both parties to make use of it.

22. ENTIRE AGREEMENT

• 22.1. You agree that this is the complete agreement for the DIB Software, DIB Documentation, Derivative Software, DIB Applications and licenses, and this Agreement supersedes all prior agreements or representations. If any of the terms and conditions of this Agreement are found to be invalid or unenforceable, the remaining provisions will remain effective. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.

23. ASSIGNMENT

• 23.1. The DIB User may not sublicense, assign or transfer its rights under this Agreement without Dropinbase's prior written consent. Any attempt by the DIB User to sublicense, assign or transfer any of its rights, duties or obligations under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.

24. RELATIONSHIP

• 24.1. The parties are under a contractual obligation under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed affiliates. This Agreement is not intended to create a third-party beneficiary of any kind. The DIB User must not represent to any third party that it has any right to bind Dropinbase in any manner and the DIB User shall not make any representations or warranties on behalf of Dropinbase.

25. SEVERABILITY

• 25.1. If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.

26. NO WAIVER

• 26.1. A party's failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.