Recitals to the Agreement

1.1 “The Client” named in this “Agreement”, form part of this “Agreement” and shall be effective on the date of “The Client” signed up for any “Registration” and / or “Services” online on the “IW Website” irrespective if “The Client” signed a printed copy, accepted the terms online or just viewing “Content” on the “IW Website”. Whereas, “The Parties” wish to enter in a business relationship of trust and goodwill, the following “Recitals” are of essence to establish a long term relationship:

1.1.1     Whereas, “IW”, is in the business of authoring “Websites” for “Content Aggregation” and a developer of Intellectual Property”, “Domain Name Registrar” ,“ISP”, and “HSP” by performing related Services” for Clients alike “The Client”, identified in details in this “Agreement” and,

1.1.2     WHEREAS, “The Client” wish to establish terms governing the use and protection of certain information that either “Party” may disclose to the other in the course of discussions and negotiations, and,

1.1.3     WHEREAS, the intent of “The Parties” hereto is to provide the highest care and protection of “The Parties Confidential information” (defined below) not less than if such “Confidential Information” were their own,

1.1.4     Whereas, “The Client” wishes to irrevocably acquire the entire rights, title, and interest in the identified “Intellectual Property” and exploit such property to their own benefit,

1.1.5     WHEREAS, “The Parties” already formed a relationship that is converted into this “Agreement” to establish a long term relationship that is based on the principles set forth in this “Agreement”,

1.1.6     WHEREAS, “The Parties” acknowledge and agree that assessment of the potential business relationship between “The Parties” may require disclosure of certain of this Confidential Information” to “IW” and the appointed contractors in order to fulfil The Client instructions,

1.1.7     WHEREAS, The Client” wishes to assure that the “Confidential Information” is protected from disclosure to competition and only used by “IW” for the purpose of evaluating and implementation of the business relationship between “The Parties”,

1.1.8     WHEREAS, The Client” possesses certain information and materials which it considers to be highly confidential and proprietary and which constitute “Trade Secrets” of The Client”,

1.1.9     WHEREAS, “The Parties” acknowledge and agrees that by signing “THE MASTER AGREEMENT” (“Agreement”), electronically by accepting the “Terms and Conditions”, that they  are agreeing to be bound by all of the Agreement” contained in this Agreement”, which Agreement” incorporates the terms of the whole “Agreement”, and also, to the extent applicable, the extended “Terms and Conditions”, “Terms of Use”, “User Accepted Policies”, “Privacy Policies”, all of which can be found in IW Knowledge Base and Website”,

1.1.10WHEREAS, The Client” hereby authorizes “IW” to access their existing “Domain Registrar” and “Web Hosting Account”, and authorizes the “Hosting” if other than “IW”, to provide “IW” with “Full Permission” for The Client” webpage directory, and any other directories or programs which need to be accessed for “IWs” performance of the “Services” or development,

1.1.11WHEREAS, The Client” wishes to assure that upon completion of the review of the business relationship or “Termination” of discussions or relationship between “The Parties” that the “Confidential Information” is returned to The Client” and that The Client” will enjoy full benefit to the work performed and delivered,

1.1.12WHEREAS, simultaneously with this “Agreement”, “The Parties” hereto have entered into a License Agreement” (the “License Agreement”) of each Licensed Software” whereby “Licensor” has granted The Client” an exclusive License to all existing versions of a “Software” program known as “Software” (“Product”) and all related documentation, if any, solely for the use of the “Licensee” (as defined herein),

1.1.13WHEREAS, “IW” is the owner of certain “Custom Software”, including without limitation, any logos, designs, variations or translations thereof and the exclusive right to use and License the use thereof,

1.1.14WHEREAS, The Client” desire to use the “Custom Software” on the “Agreement” set forth in this “Agreement” in connection with the development of such “Custom Software”,

1.1.15WHEREAS, The Client” recognizes that the valuable reputation and goodwill attaching to the “Custom Software” is dependent for its preservation on the high quality standards prescribed and established by “IW” and, accordingly, The Client” is willing to comply with “IWs” standards in order to obtain such quality and to cooperate with “IW” in preserving the reputation and goodwill attaching to the “Custom Software”,

1.1.16WHEREAS, The Client” has the needs from time to time to retain the “Services” of “IW” to create certain functional “Components” to be integrated into the overall “Website” design,

1.1.17WHEREAS, the “IW” has background and experience in performing programming, “Software” development, information technology training, business development and advisory “Services” that may be needed by The Client” from time to time,

1.1.18WHEREAS, The Client” desires to engage programmers and developers as independent contractors to perform programming “Services” for The Client” and “IW” is willing to perform such Services”.

 

1.2  NOW, THEREFORE, “IW” and The Client”, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the terms and provisions of this Agreement” and the mutual benefit to be gained by the performance hereof, “The Parties” agree to the following:

1.2.1     All Client Data” owned by The Client” is personal to The Client” and The Client” will be liable and responsible for any loss or damage The Client” or “Third Parties” have suffered because of The Client” actions or the actions of a person to whom The Client” have disclosed Client Data”,

1.2.2     The Client” authorise “IW” to act on any instruction given by or purporting to originate from The Client” even if it becomes clear that both “Parties” have been defrauded by someone else, unless you have notified “IW” before “IW” acted on a fraudulent instruction. If any security violations are reasonably believed to have occurred in connection with The Client Dashboard”, “IW” will investigate and, if necessary, change the relevant Client Data”, including access codes and passwords, and notify The Client” immediately,

1.2.3     The Client” must tell “IW” immediately if any other person gains access to your Client Data” by following the procedures relating to reporting misuse, https:// https://instantbilling.co.za/supportticket.php and give “IW” your full co-operation in any investigation we carry out. You indemnify “IW” (hold us harmless) against any claim arising from:

1.2.3.1.1   Your disclosure of your Client Data” to a “Third Party”,

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