1. PREAMBLE

1.1 This Agreement is made and entered into by and between DIGINAMIX (Pty) Ltd (hereinafter referred to as the “Company”) and the Customer.

1.2 The Customer is any juristic or natural entity or person, who utilizes the services offered by the Company.

1.3 The Customer hereby retains the Company to provide one or more of the services as referred to below and in terms of this Agreement.

1.4 By utilising the services, the Customer accepts that it will comply with these terms and conditions and is bound thereby.

1.5 Some or all of the services may be subject to additional terms and conditions of another entity. The Customer accordingly accepts that the use of the services are subject to and conditioned upon the acceptance and compliance with such additional terms and conditions that may arise.

1.6 By utilising the services, the Customer confirms and acknowledges that it has read and understood this Agreement and agrees to be bound by all of the terms and conditions herein contained.

1.7 The Parties to this Agreement are the Company and the Customer.

2. SERVICES

2.1 The Company provides various website and marketing services, including but not limited to, Website Development, App Development, Logo Creation, Content Writing, Social Media, Management Software, Search Engine Optimization, Logo Designs, Branding, Paid Advertising, Content Creation and on-going Consultancy services.

2.2 The services may be used for personal use, commercial use or internal business use.

2.3 The services will be provided upon a mandate being supplied by the Customer and in accordance with the instructions and material provided by the Customer. Where necessary, all materials to be supplied by the Customer must be provided in an appropriate format.

2.4 The services shall be in substantial conformity with the material provided to the Company. The Company shall attend to the services to project the highest professional image.

2.5 The Company will not include any of the following in the services: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or any illegal activities; invisible text, text that is present only when a “webcrawler” or other web indexing tool accesses the Web Site, or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

2.6 The Customer must access and use the services only for purposes as intended by the normal functionality of the said services.

2.7 In utilizing the services, the Customer agrees to abide by all applicable national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, the Company’s policies and this Agreement.

3. CONTENT

3.1 All content created for the Customer shall be exclusively owned by Customer. The Customer shall exclusively own all applicable copyrights and all other intellectual property rights vesting from the service. It is understood and agreed that from time to time material owned by the Company may be added to the service. Such material may belong exclusively to the Company; however, the parties agree that the ownership of any such materials will be made clear to the Customer in writing.

3.2 Content belonging to the Customer, includes but is not limited to, information, data, text, software, music, sound, photographs, graphics, video, messages, logos, goods, products, services or other materials included through the service. This Content belongs to the Customer and as such, the Customer is responsible for all of the content that is uploaded, posted, transmitted or otherwise made available through any of the services.

3.3 The Customer is responsible for any content that may be lost or unrecoverable through use of the services.

3.4 The Customer grants to the Company a royalty-free, transferable and non-exclusive license to reproduce, modify, adapt and publish the content solely for the purpose of displaying, distributing and promoting the services. This license exists only for as long as this Agreement is in effect and shall terminate upon termination of this Agreement.

3.5 The Customer will not use the services or any content, features, data, information, text, images, photographs, graphics, scripts, sounds, video, music, sound recordings, programming, logos, trademarks, services marks, HTML code, compilation of content, format, design, user interface and software made available through the services to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise); interfere with the access, use or enjoyment of the services by others, harass or defame others; or promote hatred or racism towards any group of people.

3.6 The Company is not responsible for the accuracy, usefulness, safety or intellectual property rights relating to any content.

3.7 In providing the services, the Company may obtain and rely on certain information from third parties and third party software and applications. The Company cannot guarantee the accuracy or completeness of such data. It is the Customers obligation to ensure that it fully complies with all applicable laws, regulations and directives with regard to the utilization of the services.

4. REMUNERATION

4.1 In exchange for the services, the Customer agrees to pay to the Company all associated costs, expenses and fees.

4.2 The Company will establish the price for the different services it offers and may change the price of any service at any time, in its sole discretion.

4.3 In the event that the price of a service has changed, the Customer will not be obliged to continue the service and may cancel the service.

4.4 Upon acceptance of a quotation provided by the Company, the Company may require a deposit prior to commencement with the relevant service.

4.5 The Company shall invoice the Customer from time to time for work done in relation to the service.

4.6 All payments are due within ten (10) days after receipt of a duly completed invoice.

4.7 The Customer is responsible for timeous payment of the invoice and any taxes that may apply as a result of the services.

4.8 The services, including without limitation payment processing, may be handled directly by the Company or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of personal information.)

5. PRIVACY

5.1 During the period of this Agreement, the Company may collect and receive certain information about the Customer, including information provided to the Company directly or when the Customer uses the Company’s platforms or services, by using cookies and/or other technology.

5.2 The Company may receive additional information that is publicly or commercially available and information about the Customer from the Customers connectivity with social networking services while using the Company’s platforms.

5.3 The information collected and received will be utilised to provide information, products or services to the Customer, to communicate with the Customer and to be effective and relevant in the services provided by the Company to the Customer.

5.4 The Customer’s personal information will not be given or sold to any third parties for any of their marketing purposes.

5.5 From time to time, the Customer may provide its own confidential business and technical information to the Company in connection with the work to be performed by the Company in terms of this Agreement. Such information shall be designated as confidential upon or prior to disclosure by the Customer. In this instance, the preparation and specifications of the works shall in all instances be treated as confidential, unless and until disclosed publicly by the Customer. The Company shall use its best efforts to prohibit any use or disclosure of the Customers confidential information, except as necessary to perform the services in terms of this Agreement.

5.6 In addition to these terms, the Customers use of the services is also subject to the Company’s Privacy Policy, which contains the policies and procedures regarding the collection, use and disclosure of information received by the Company. The Customer consents to the collection and use of information as described in the Privacy Policy, as may be amended from time to time. The Company’s Privacy Policy is hereby incorporated by reference into this Agreement and the Customers acceptance of this Agreement shall be deemed consent to the Privacy Policy.

6. BREACH

6.1 The following Acts constitutes breach under this Agreement:

6.1.1 Non-adherence to any of the provisions of this Agreement.

6.1.2 The Customer fails to make payment to the Company in terms of this Agreement.

6.1.3 The Customer takes steps to enter into a compromise with any of its creditors or takes steps or has steps taken against it for liquidation, winding up, deregistration or judicial management; prior to or during the currency of this Agreement, commits or has committed an act of insolvency.

7. TERMINATION

7.1 Should the Customer commit a breach of any of the provisions of this Agreement, the Customer will be granted 7 (seven) days to remedy such breach, only;

7.2 In the event of failure to remedy the breach as aforesaid, the Company shall be entitled, without prejudice and in addition to any rights which it may have in terms of this Agreement or in law, to cancel the services and this Agreement by written notice, alternatively, to uphold this Agreement and claim specific performance. In either event, the Company shall be entitled to claim such damages as it may have suffered.

7.3 The Customer must provide a minimum of 30 days written notice prior to terminating any paid advertising, social media marketing, web hosting services and/or any other services failed to be mentioned under this Agreement.

8. COPYRIGHT, INFRINGEMENT & RIGHT TO TAKEDOWN

8.1 The Customer shall not use the services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.

8.2 The Company has the right to terminate this Agreement if the Customer has infringed or is believed to be infringing the intellectual property rights of any third party.

8.3 If at any time the Company becomes aware that certain content may be subject to proprietary rights of third parties, the Company has the right, at its sole discretion, to remove such content from the services and/or disable access to such content.

8.4 Notwithstanding anything to the contrary in this Agreement, the Company may, in its sole discretion, disable, suspend, delete or remove any service or content provided and refuse current and/or future access thereto for any reason, including but not limited to, breach of this Agreement, theft, bad faith, unauthorized use, without any liability whatsoever.

9. LIMITATION OF LIABILITY & DISCLAIMER

9.1 Under no circumstances shall the Company be liable for any injury, death, act of god, accident, delay, direct or indirect, incidental, punitive, special, exemplary or consequential damages arising out of any (i) use or the inability (for any reason) to use any part the services (including without limitation inaccuracies or errors of information as a result of accessing the services), (ii) action or inaction in connection with this agreement or for cost of

procurement of substitute services, or (ill) statements or conduct of the Customer or any third party on the relevant service, including without limitation any submissions thereon; in each case, including but not limited to, damages for loss of profits, whether based on contract, tort, negligence, strict liability or otherwise.

9.2 During the utilization of the services, the Customer may be exposed to content that is offensive, indecent or objectionable. The Company will not be liable for the Customers content or the content of any third party, including, but not limited to, for any errors or omissions in the content, or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available via the service.

9.3 The Customer acknowledges that the Company does not pre-screen content, but the Company shall have the right (but not the obligation) to refuse, remove or delete any content that is available via the service. The Customer bears all risks associated with the use of any content.

9.4 The Company expressly disclaims all warranties of any kind, whether express or implied. The Company does not warrant or make any  representations regarding the use or the results of the services or the content in terms of its correctness, completeness, results, availability, accuracy, reliability or otherwise.

10. INDEMNIFICATION

10.1 The Customer hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and affiliates, from all claims, liabilities, loss and damages (of every kind, whether known or unknown and suspected or unsuspected) related to in any way to the Customers use of, access to or reliance on the services or the content, or the Customers violation of any of the terms of this agreement or any applicable laws or regulations.

10.2 The Customer will co-operate and assist fully in the defence of any claim brought against the Company as a result thereof.

11. COMPANY’S RIGHT TO SUB-CONTRACT

11.1 The Customer accepts that the Company may utilise a third party to provide certain services to the Customer.

11.2 The Customer agrees to be bound by and comply with any terms and conditions that such third party may impose upon the Company for the purposes of providing the service.

12. Third-Party Recommendations and Liability Exclusion

12.1 Recommendations of Third Parties: DiginamiX may, from time to time, recommend or suggest third-party companies or individuals for certain services or products. It is expressly understood and agreed that these recommendations are made in good faith and for informational purposes only. DiginamiX does not endorse, guarantee, or assume responsibility for the quality, accuracy, reliability, or any other aspect of the products or services offered by these third parties.

12.2 No Liability for Third-Party Services: Any engagement, communication, transaction, or interaction between the Customer and any recommended third-party is solely between the Customer and the third party. DiginamiX is not a party to, and shall not be involved in, any such dealings. DiginamiX shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, reliance on, or interactions with any such third-party products or services.

12.3 Independent Transactions: The Customer acknowledges and agrees that any transactions with third parties are independent of the services provided by DiginamiX. DiginamiX shall have no involvement in, and shall bear no responsibility for, any communications, agreements, or transactions between the Customer and such third parties.

13. GENERAL

13.1 Whole Agreement

This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on any of the Parties.

This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

13.2 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party's rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

13.3 No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

13.4 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

13.5 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

13.6 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by the Customer without the prior written consent of the Company. The Company shall be entitled to assign all of its rights and benefits under this Agreement to any person or entity whomsoever and the Customer agrees to acknowledge and accept any such assignment.

13.7 Governing Law

This Agreement will be governed by laws of the Republic of South Africa and the applicable legislation as constituted in the Republic of South Africa from time to time.