ElmMac | Legal Disclaimer
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO ELMMAC.CO.ZA, DEVELOPMENTS.ELMMAC.CO.ZA.
- ACCEPTANCE OF TERMS
1.1 WELCOME TO ELMMAC.CO.ZA’S FREE SERVICE (the “SERVICE”). The following sets forth the terms and conditions of the ElmMac.Co.Za Free Membership Agreement (this “Agreement“) between you (“Member”) and the ElmMac.Co.Za contracting company determined in accordance with this clause 1.1 (“ElmMac.Co.Za“) under which ElmMac.Co.Za offers you access to and use of the Service through the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by ElmMac.Co.Za to you from time to time relating to (a) the ElmMac Pty Ltd e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “ElmMac.Co.Za” and the mobile applications of the ElmMac.Co.Za e-commerce platform (collectively the “ElmMac Pty Ltd Sites”); and (b) the ElmMac Media., ZA e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “Developments.ElmMac.Co.Za”, “ ” and “ ”, and the mobile applications of the ElmMac Media., ZA e-commerce platforms, (collectively the “ElmMac Media., ZA Sites”), (with ElmMac Pty Ltd Sites and ElmMac Media., ZA Sites collectively the “Sites”).
Contracting ElmMac.Co.Za party:
- If you are from South Africa , your contract is with ElmMac.Co.Za Limited.
- If either (i) you are from a place outside South Africa; or (ii) you access and use the ElmMac Pty Ltd Sites from any of the Relevant Jurisdictions, your contract is with ElmMac.Co.Za South Africa.
- Notwithstanding anything to the contrary in the forgoing paragraphs (a), (b) and (c), if you are resident in or access and use ElmMac Media., ZA Sites from any of the Relevant Jurisdictions (the “ElmMac Media., ZA Relevant Jurisdiction User”), your contract is with ElmMac Media., ZA South Africa .
1.2 ElmMac.Co.Za may amend this Agreement at any time by posting the amended and restated Agreement on the Sites. The amended and restated Agreement shall be effective immediately upon posting. Posting by ElmMac.Co.Za of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.
- THE SERVICE
2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.
2.2 The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of ElmMac.Co.Za and notified to you) (“Free Member Benefits”):
- a) Company Profile – allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
- b) Products – allows each Member to display and edit descriptions, specifications and images of at least 5 products.
- c) Unlimited Buyer Trade Lead Posting – allows each Member to post on the Sites for public display offers to buy products and services from other users of the Sites.
2.3 ElmMac.Co.Za may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination. ElmMac.Co.Za reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.
2.4 Benefits, features and functions available to a Member may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.
2.5 The availability of any transactional features and functions on the Sites to any Member may be conditional on verification of Member’s identity and/or its designated bank account by ElmMac.Co.Za and/or its approved independent third parties.
2.6 ElmMac.Co.Za shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member’s Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all use of and activities that occur under the Member ID and Password (whether such use or activities are authorized or not). A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person, even to other individuals within the Member’s own business entity (where applicable). Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, “multiple use”), may cause irreparable harm to ElmMac.Co.Za and each Member shall indemnify ElmMac.Co.Za against any loss or damages (including but not limited to loss of profits) suffered by ElmMac.Co.Za as a result of such multiple use of an Account. Each Member hereby undertakes to notify ElmMac.Co.Za immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that ElmMac.Co.Za shall not be liable for any loss or damages arising from the Member’s failure to comply with this paragraph.
2.7 ElmMac.Co.Za reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice, except in respect of any ElmMac Media., ZA Relevant Jurisdiction Users. ElmMac.Co.Za further reserves the right but shall not be obliged to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service, except in respect of any ElmMac Media., ZA Relevant Jurisdiction Users. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by ElmMac.Co.Za. In respect of any ElmMac Media., ZA Relevant Jurisdiction Users, ElmMac Media., ZA South Africa is the relevant party.
2.8 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall ElmMac.Co.Za be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.
2.9 If your IP address comes from the South Africa when you successfully complete the registration with ElmMac.Co.Za Free Membership, You hereby represent and agree to authorize ElmMac.Co.Za to provide all the information associated with your Member ID to the ElmMac Pty Ltd Sites for the purpose of facilitating your easy and fast access to the ElmMac Pty Ltd Sites. Your responsibilities with regard to the ElmMac Username shall apply to the same terms and conditions in connection with the Member ID as prescribed under this Agreement. ElmMac.Co.Za reserves the right, without prior notice and at its sole discretion, to suspend, restrict or deny access to or use of your ElmMac Username and services provided by ElmMac.Co.Za and ElmMac Pty Ltd Sites without liability for any losses or damages arising out of or in connection with such suspension or termination, if you: (a) use the services provided by ElmMac.Co.Za, or through the Sites and the ElmMac Pty Ltd Sites to defraud any person or entity; (b) engage in any unlawful activities including without limitation those which would constitute the infringement of intellectual property rights, a civil liability or a criminal offence; (c) engage in any activities that would otherwise create any liability for ElmMac.Co.Za, the Sites or the ElmMac Pty Ltd Sites.
2.10 If you voluntarily submit any information to the Sites for publication on the Sites through the publishing tools, including but not limited to, company or business profile, product catalog, trade leads, TRUSTPASS profile, business trust system and any discussion forum, then you are deemed to have given consent to the publication of such information on the Sites.
- MEMBER RESPONSIBILITIES
3.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by ElmMac.Co.Za and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to ElmMac.Co.Za to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Sites shall not:
- a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
- b) be part of a scheme to defraud other Members or other users of the Sites or for any other unlawful purpose;
- c) infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;
- d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
- e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
- g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
- h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
- j) involve attempts to copy, reproduce, exploit or expropriate ElmMac.Co.Za’s various proprietary directories, databases and listings;
- k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and
- l) involve any scheme to undermine the integrity of the computer systems or networks used by ElmMac.Co.Za and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
- n) otherwise create any liability for ElmMac.Co.Za or its affiliates.
3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from such referee to (a) act as such Member’s business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member’s consent to be obtained before third parties may contact the business referees.
3.4 Member shall not take any action which may undermine the integrity of ElmMac.Co.Za’s feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.
3.5 Each Member acknowledges and agrees that ElmMac.Co.Za reserves the right to, but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. ElmMac.Co.Za does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Sites or provides to ElmMac.Co.Za or authorizes ElmMac.Co.Za to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Sites or provides to ElmMac.Co.Za or authorizes ElmMac.Co.Za to display.
- TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS
4.1 Through the Sites, ElmMac.Co.Za provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. ElmMac.Co.Za reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Sites, ElmMac.Co.Za does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Sites. ElmMac.Co.Za does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
4.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretences. ElmMac.Co.Za uses several techniques to verify the accuracy of the information our users provide us when they register on the Sites. However, because user verification on the Internet is difficult, ElmMac.Co.Za cannot and does not confirm each free member’s purported identity shown on the Sites and can only use reasonable efforts to verify the personal identity of the representative of a seller in South Africa opening a storefront on Developments.ElmMac.Co.Za according to the applicable laws in South Africa. We encourage you to use the various tools available on the Sites, as well as common sense, to evaluate with whom you are dealing.
4.3 Each Member accessing or using the Sites or Service shall fully assume the risks of conducting any purchase and sale transactions in connection with or through the Sites or Service . Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents (“Transaction Risks”). Each Member agrees that ElmMac.Co.Za shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
4.4 Members are solely responsible for setting out, agreeing on, entering into and performing all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Transactional Services Agreement (and in particular, clause 3.2).
4.5 Member agrees to provide all information and materials as may be reasonably required by ElmMac.Co.Za in connection with its transactions made via the transactional platform on the Sites. ElmMac.Co.Za has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
4.6 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify ElmMac.Co.Za (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.
- USE OF DISCUSSION BOARDS ON THE SITE
5.1 ElmMac.Co.Za provides its Members use of discussion boards on the Sites free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion boards on the Sites shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile.
5.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted through a discussion board on the Sites, are the sole responsibility of such Member from whom the Content originated. This means that the posting Member, and not ElmMac.Co.Za, is entirely responsible for all Content that is uploaded or posted via our discussion boards on the Sites. ElmMac.Co.Za does not control the Content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such Content.
5.3 ElmMac.Co.Za reserves the right to, but shall have no obligation to, delete or edit any postings in its sole discretion without prior notice. ElmMac.Co.Za may but shall not be obliged to monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Sites. Under no circumstances will ElmMac.Co.Za be liable in any way for any Content, including (without limitation) any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any Content including any reliance on its accuracy or completeness. Each Member understands that by using the ElmMac.Co.Za discussion boards on the Sites, such Member may be exposed to Content that is offensive, indecent or objectionable.
5.4 Without prejudice to each Member’s responsibilities under clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Sites to:
- a) upload, post or e-mail any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- b) harm minors in any way;
- c) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any Content;
- d) “stalk” or otherwise harass another;
- e) to use the personal data about other users for purposes unrelated to the discussion board or to disclose personal data on the discussion board about third parties without their authorization
- f) upload, post or e-mail any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
- g) upload, post or e-mail any Content that infringes any intellectual property rights or other legitimate rights of any party;
- h) upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, or any other form of solicitation;
- i) upload, post or e-mail any Content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
- j) upload, post or e-mail any Content that contains a complaint regarding ElmMac.Co.Za’s services or refers to such a complaint on the Sites or to any other Members; any such complaint must be directed to the customer service e-mail on the Sites; or
- k) violate any applicable national or internal laws or regulations.
5.5 Each Member acknowledges that ElmMac.Co.Za does not pre-screen Content but that ElmMac.Co.Za shall have the right (though not the obligation) in its sole discretion to move, modify or remove any Content that is posted or
5.6 To the extent permitted under applicable laws, each Member grants to ElmMac.Co.Za a perpetual, world-wide, royalty-free irrevocable, non-exclusive licence (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any Content (in whole or part) such Member uploaded, posted or supplied to ElmMac.Co.Za for posting on the Sites and/or to incorporate such Content in other works in any form, media or technology now known or developed. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
5.7 Each Member shall indemnify and hold ElmMac.Co.Za and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any Content such Member uploaded, posted or e-mailed on or through the discussion boards on the Sites, such Member’s use of the discussion boards on the Sites, or such Member’s breach of the provisions set out in clause 5.4.
5.8 On being made aware of any such breaches, ElmMac.Co.Za may ban, delete or prohibit any Content that relates to those breaches or that ElmMac.Co.Za in its sole discretion consider to be harmful to the public or the rights of ElmMac.Co.Za or any of its affiliates, licensors, partners or Members.
5.9 ElmMac.Co.Za reserves the right to take whatever action it deems necessary to prevent a Member’s breach of clause 5.4 including the following:
- a) issue a warning letter to the relevant Member (where the breaches are deemed by ElmMac.Co.Za to be minor); or
- b) ban the relevant Member from discussion boards on the Sites (where the breaches are deemed by ElmMac.Co.Za to be major).
All incidents will be logged and ElmMac.Co.Za’s decision shall be final in all such cases.
5.10 All information and/or other Content posted on the Sites by the ElmMac.Co.Za service team or by Members or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.
- LIMITATION OF LIABILITY
6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ELMMAC.CO.ZA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELMMAC.CO.ZA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES.
6.3 Any material downloaded or otherwise obtained through the access to or use of the Sites or Service is done at each Member’s sole discretion and risk and each Member is solely responsible for any damage to its computer system or any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from ElmMac.Co.Za or through or from the Service shall create any warranty not expressly stated in this Agreement.
6.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall ElmMac.Co.Za or its affiliates be held liable for any such services or products.
6.5 Under no circumstances shall ElmMac.Co.Za be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
6.6 To the extent permitted by law, ElmMac.Co.Za shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
- a) the use or the inability to use the Service;
- b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Sites;
- c) unauthorized access by third parties to data or private information of any Member;
- d) statements or conduct of any user of the Sites; or
- e) any other matter relating to the Sites or Service however arising, including negligence.
6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of ElmMac.Co.Za, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the access to or use of the Service or the Sites during any calendar year shall be limited to US $100. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing this Agreement.
Please review the following policies to know how we use and protect your personal information when you use Services of the relevant Site:
- INTELLECTUAL PROPERTY RIGHTS
7.1 ElmMac.Co.Za is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with ElmMac.Co.Za, its affiliates or licensors, as the case may be. All rights not otherwise claimed under this Agreement or by ElmMac.Co.Za are hereby reserved.
7.2 “ELMMAC PTY LTD”, “ELMMAC.CO.ZA” and related icons and logos are registered trademarks or trademarks or service marks of ElmMac Pty Ltd Group Holding Limited, and “GOLD SUPPLIER”, “TRUSTPASS/TRADE ASSURANCE”, “ELMMAC MEDIA., ZA” and related icons and logos are registered trademarks or trademarks or service marks of ElmMac.Co.Za Limited and its affiliates in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
8.2 ElmMac.Co.Za and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
8.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
8.5 ElmMac.Co.Za’s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive ElmMac.Co.Za’s right to act with respect with subsequent or similar breaches.
8.6 ElmMac.Co.Za shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of ElmMac.Co.Za). The Member may not assign, in whole or part, this Agreement to any person or entity.
8.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE REPUBLIC OF SOUTH AFRICA (“RSA”) IF YOU CONTRACT WITH ELMMAC PTY LTD ADVERTISING CO., LTD ACCORDING TO PARAGRAPH 1.1, AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE RSA COURTS. IF YOUR CONTRACT IS WITH ELMMAC.CO.ZA LIMITED OR ELMMAC.CO.ZA SOUTH AFRICA, THEN THIS AGREEMENT SHALL BE GOVERNED BY LAWS OF THE SPECIAL ADMINISTRATIVE REGION (” “) WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS; AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW. IF YOUR CONTRACT IS WITH ELMMAC MEDIA., ZA SOUTH AFRICA PTY LTD., THIS AGREEMENT SHALL BE GOVERNED BY LAWS OF THE SOUTH AFRICAN FEDERATION (” SOUTH AFRICA”) WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS; AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF SOUTH AFRICA, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW.
8.8 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.