This Terms of Service agreement (hereinafter “TOS”) is a legally binding agreement between you (a single natural or legal person, hereinafter referred to by the term “You” or “Your”) and Blue Swift Technologies. Blue Swift Technologies authorizes You to use and install the Software (as defined below) under the terms and conditions set forth herein.

PLEASE READ THIS TOS CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF SERVICE AND THAT YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE OR DO NOT WISH TO BECOME A PARTY TO THIS TOS, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

“Print Director” shall refer to the composition of Server Software and Client Software (as defined below) that operates on Your hardware devices. Print Director may be set up according to Your preferences, but You must at all times have purchased the necessary licences for each component and each designated device and/or user in Your system.

“Database Machine” refers to the machine on which the database server is hosted. This is the machine chosen by You that is authorised to host the Print Director database.

“Blue Swift Technologies” is the trading name of Blue Swift Software CC, incorporated in South Africa in 2002.

“Documentation” shall mean manual materials and accompanying printed matter.

“Software” shall mean all of the files, documents, and other content, owned by Blue Swift Technologies or its licensors, that are delivered to You by Blue Swift Technologies at the same time as this TOS but that are not defined as “Third-Party Software.”

“Licence Code” refers to the file and/or encrypted text that specifies the limitations in devices (printers, PBXs, telephone extensions) and software functions. The Licence Code is supplied to You from Blue Swift Technologies once the licence limitations have been specified and purchased by You.

“Shared Device Licences” refers to the number of network printers or multifunctional devices that are used by more than one user. The number of Shared Devices that can be added to Print Director is specified by the Licence Code. You are authorised to add Shared Devices up to this limit.

“Print Director Embedded Licences” refers to the number of printers that can support the embedded module on the actual device. These licences may be specified separately for different printer manufacturers. Each manufacturer will have a specific limit contained in the Licence Code.

“PBX Licences” refers to the number of “on site” or “hosted” telephone exchanges that can be added to the Print Director system.

“Telephone Extension Licences” refers to the number of telephone extensions that can be added to the Print Director system.

“Cost Recovery Activation” or “Print Director Pro” refers to whether the system will allow 3^rd party account billing or enforcing of account credit limits. This is specified in the Licence Code.

“Server Software” refers to the Print Director modules to control devices or execute scheduled tasks and don’t show any interface to the user (e.g. PDAgent and PDServer). There is no limit to the number of Server Software modules that can be installed.

“Client Software” refers to the Print Director modules that display an interface to the user and are installed on a personal computer. It excludes software that is installed on printers or mobile phones. There is no limit to the number of “Client Software” that can be installed.

“Upgrade” shall mean software offered to You by Blue Swift Technologies for the purpose of replacing an older version of the Software and the related agreement and licences with the latest versions. “Third-Party Software” shall mean third-party-originated files and content that are delivered to You by Blue Swift Technologies with the Software but licensed to You by a third party under the terms and conditions of a separate agreement. All such agreements are included in the documentation or in appendices thereto. Nothing in this TOS shall be construed as authorizing You to deviate from Your obligations under third-party licences, including but not limited to by removing copyright or other notices.

2. Granting of Licence

If You acquired the Software from Blue Swift Technologies or one of its authorized distributors, then, subject to payment of the applicable fees and compliance with the terms of this TOS, Blue Swift Technologies grants You limited licence to use and install the Software in the manner described below.

You are authorized to utilize the Software only for Your internal needs, or, if You are a legal person, only for internal business purposes pursued by Your employees or other persons who are working for You, on Your behalf, and for Your benefit.

2.1 Documentation: Blue Swift Technologies grants You worldwide, nonexclusive, non-transferable, and perpetual licence to use the Documentation. You may make copies of the Documentation for Your own internal business purposes.

2.2 Evaluation: If You acquired the Software for evaluation purposes, Blue Swift Technologies grants You nonexclusive, non-transferable licence for 30 days to install and use the Software to find out whether the Software is suitable for Your needs. An evaluation licence shall be available for You only once and only for a period of 30 days. You are authorized to use and run the Software solely for testing and evaluation purposes, and You may not use the Software subject to evaluation licence for any other purposes, including but not limited to profit-seeking purposes and use to gain technical or other information for commercial use.

2.3 Database Machine: If You purchased a perpetual licence to set up and use a new Database Machine, Blue Swift Technologies grants You nonexclusive, non-transferable, perpetual, local, and restricted licence to install, run, and use the Print Director system on a single designated Database Machine.

If You purchased a fixed-term licence to set up and use a new Database Machine, Blue Swift Technologies grants You nonexclusive, non-transferable, local, and restricted licence to install, run, and use the Print Director system on a single designated Database Machine for the period that Your payment covers. Please save all purchase confirmations and receipts for Your payments.

You may create backup servers of the Database Machine and make copies of the Server and Client Software but solely for backup purposes. You may not use, run, load, or copy (temporarily or permanently, in whole or in part) the Database Machine or Server and Client Software that is installed on Your backup server, other than to the extent technically necessary for up-to-date backup.

3. Restrictions

All servers, whether Database Machine, backup server, or replica server, must be set up in the country from which Your purchase order was placed. You may not transport or transfer Your servers or Print Director licences outside that country.

As this is a Terms of Service, You acknowledge that any dissemination or distribution, whether by loaning, selling, hiring out, or otherwise transferring the Software, is strictly prohibited.

You also agree and understand that You are not allowed to remove or circumvent any digital rights management mechanism, and You may not use the Software in conjunction with, or with the assistance of, any codes, keys, mechanisms, or hardware or software components that are meant to circumvent the protection and that are supplied to You by someone other than Blue Swift Technologies or one of its authorized distributors.

You do not have permission to make any modifications to the Software or to create derivative works or make alterations to the Software for any purpose. You are not allowed to decompile, disassemble, or reverse-engineer the Software. Should You have any questions or need guidance in relation to interoperability issues, please contact info@blueswift.co.za for further information.

4. Upgrades

Subject to separate fee and purchase, You are invited to replace Your Software and accompanying licences with the latest versions from time to time. All such Upgrades shall be purchased separately and for the entire system at one time. It is stated for avoidance of doubt that purchasing an Upgrade does not add to the number of Your licences, nor does it grant You the right to set up a new Print Director System.

5. Ownership

The Software, any copy made thereof, and all rights therein, including but not limited to copyrights, trade secrets, and industrial rights, are owned by Blue Swift Technologies and/or its licensors. These rights are protected by the provisions of international treaties and applicable national law. All rights not expressly granted to You in sections 2.1–2.3 of this TOS are reserved to Blue Swift Technologies and its licensors. The Software is licensed, not sold, and You do not acquire any rights of ownership to the Software.

6. Confidentiality

The structure, organization, and code of the Software are confidential information belonging to Blue Swift Technologies and/or its licensors. Technical and non-technical information that You may receive along with the access to the Software shall be kept confidential. You may use such information only in accordance with this TOS.

7. Warranty

YOU AGREE THAT THE SOFTWARE IS PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER BLUE SWIFT TECHNOLOGIES NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, UTILITY MODELS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. BLUE SWIFT TECHNOLOGIES DOES NOT WARRANT THAT THE SOFTWARE MEETS YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

IN NO EVENT SHALL BLUE SWIFT TECHNOLOGIES, ITS EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF HOW THESE WERE CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER AREA OF LAW OR FROM LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF BLUE SWIFT TECHNOLOGIES OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW EXCLUSION OF LIABILITY, THE FOREGOING DOES NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL THE LIABILITY OF BLUE SWIFT TECHNOLOGIES EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE.

9. Other Terms

9.1 Applicable law: This TOS is governed by, and interpreted in accordance with, the laws of South Africa, except for its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should any provision or portion of this TOS be found unenforceable or void, the rest of the TOS remains in full force and effect.

9.2 Settlement of disputes: If the parties are unable to reach mutual understanding by themselves in any case of dispute arising out of or related to this TOS, the dispute shall be settled by a single arbitrator appointed by the South African Chamber of Commerce. The arbitration shall take place in Cape Town, South Africa.

9.3 Order of precedence: This TOS takes precedence over any prior agreement and any communication or agreement translations. For avoidance of doubt, the terms and conditions of the English-language version shall apply in the event of any discrepancies between the TOS and a translation thereof.

9.4 Termination: Blue Swift Technologies may terminate this TOS and revoke respective licences with immediate effect in the event of Your gross breach of the TOS, Your entry into liquidation or other insolvency proceedings, or Your use of the Software to commit criminal offences or otherwise illegal acts. Any breach of section 2, 3, or 4 is deemed to be gross breach of this TOS.

9.5 References: Blue Swift Technologies is allowed to mention You as a reference case. However, any use of logos or addition of Your name to publicly available Web sites will be agreed upon separately.

9.6 Audit: Should Blue Swift Technologies find the number of Your licences or information on Your user accounts not to accurately reflect reality, You must provide Blue Swift Technologies with a detailed report on Your licences. If Blue Swift Technologies finds Your report unsatisfactory, You shall allow a third-party auditor to conduct an audit with the scope and extent needed for prompt gathering of information on licences. The cost of conducting the audit shall be borne by Blue Swift Technologies unless You are found to be under-licensed, in which case You shall be liable for all costs resulting from and related to the audit in which Your lack of sufficient licences was found.

9.7 Improvements to the Software: Nothing in this agreement limits the rights of Blue Swift Technologies to make improvements to, and revisions of, the Software and related information.