The Axiojob system is a copyright protected, internet based online Job Evaluation System, developed by Axiomatic Consultants, which is used to capture job descriptions and to grade and compare jobs.
It includes, without limitation, the following services:
the Axiojob on-line computer system, including all electronic databases and services accessed by and through Axiomatic’s on-line computer system and individual items within those databases or services which may constitute independent works of authorship;
any other product, services, data, software or information provided by Axiomatic or obtained through Axiomatics’ AxioJob on-line computer system
The sub-clauses above are referred to collectively as “Axio information” hereinafter.
Axiomatic is the sole proprietor of the Axio information and holds all intellectual property rights in the Axiojob system, and is accordingly entitled to license the Axio information to the User, subject to the terms and conditions contained herein.
Axiomatic accordingly is the proprietor of the intellectual property rights in the Axiojob systems, and is entitled to provide the User with a non-transferable license to use the Axio information.
These terms and conditions are applicable to the User and all its officers, directors, employees, affiliates, agents, representatives and subcontractors. It is the responsibility of the User to ensure that such officers, directors, employees, affiliates, agents, representatives and subcontractors are aware of the contents of these terms and conditions.
The User is not permitted to copy, adapt (save as set out in clause 2.5), publicly distribute or publicly display the Axio information or any portion thereof to any persons not employed by the User, or outside of the normal course and scope of business without Axiomatics prior written notice; and to any other persons for any purpose other than that described in clause 2.5 without Axiomatic's prior written consent. The User may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of Axiojob be it on the electronic portal or any hard copy documents.
The User may store in the memory of its computers and may manipulate, analyse, reformat, print and/or display for its use only the Axio information received or accessed through the Axiojob system under this Agreement.
The User may not resell or broadcast or transfer the Axio information or use the Axio information in a searchable, machine-readable database of any kind.
Unless separately and specifically authorised in writing by an officer duly authorised by Axiomatic, the User may not rent, lease, sublease, distribute, transfer, copy, reproduce, publicly display, publish, adapt, store or time-share Axiojob, any part thereof, or any of the Axio information received or accessed, to or through any other third party or entity whatsoever (save as permitted herein).
The Axio information available from Axiojob is confidential to Axiomatic and the User hereby agrees that it will use the Axio information solely for the purposes of its business and that it shall not disclose, whether directly or indirectly to any third party (save for disclosures to an Affiliate of the User), such Axio information other than as required to carry out the purposes of this Agreement.
Any information or access to information provided by the User to Axiojob or information uploaded onto the Axiojob system (“User information”), or any Axio information which Axiomatic, in the course of this Agreement, may disclose to the User, shall be treated by the receiving party as confidential information, and neither party will, whether directly or indirectly, disclose to any third party, save in the case of the Axio information, for disclosures to an Affiliate of the User. Axiomatic hereby agrees that it will use the User information solely for the purposes of its business and that it shall not disclose, whether directly or indirectly to any third party (save for disclosures to an Affiliate of Axiomatic), such User information other than as required to carry out the purposes of this Agreement.
The restrictions contained in this clause 2 do not apply to information which:
can be shown to have been lawfully in the possession of the User or its Affiliates prior to its disclosure and is not subject to an existing Agreement between the parties;
is acquired by the User independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the information directly or indirectly under a confidentiality obligation from Axiomatic;
is developed by the User independently, without reference to or use of Axiomatic’s information;
A party disclosing information in breach of clause 2 shall be liable, (notwithstanding any other remedy available to the other party, including but not limited to termination of this agreement), to indemnify the other party against any damages suffered as a result of such a breach of clause 2.
In particular, the User is prohibited from sub-licensing the information, whether for profit or otherwise, to any third party. The User shall also ensure that only its authorised personnel access the information and shall not allow any third party access to its passwords and user names to enable such a third party to access the information.
3. SERVICE DELAYS
Axiomatic (including but not limited to officers, directors, employees, affiliates, agents, representatives or subcontractors) shall not be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to general power failures, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, act of war, or other like causes which are outside of its reasonable control. Axiomatic shall have no responsibility to provide the User with access to Axiojob while an interruption of Axiojob due to any such cause continues.
Should such circumstances contemplated in this clause 3 however persist for 21 (twenty-one) days or longer, the User shall be entitled to cancel the User Agreement with 10 days written notice to Axiomatic. Upon receipt of this notice, Axiomatic shall be entitled to block all access of the User to the information.
Should the User terminate this Agreement in terms of clause 3.2, then the User will be entitled to a pro rata refund of its subscription fees.
The User Agreement, these terms and conditions and the license rights granted hereunder, may be terminated or cancelled immediately by Axiomatic under the following circumstances:
should the User fail to remedy the breach of non-payment within fourteen (14) days of a written notice to do so;
for any unauthorised access or use by the User, after ten (10) days prior written notice calling on the User to prevent such unauthorised access, including, without limitation:
permitting another person or entity to use its user name and password to access Axiojob; or
any other access or use of Axiojob except as expressly provided for in this Agreement;
if the User assigns or transfers (or attempts same) any rights granted under this Agreement, save as permitted herein;
if the User fails to remedy the breach within 14 days’ notice, (in terms of the breach provisions contained in the User Agreement) where it failed to abide by these terms and conditions or tamper with or alter any of the software and/or data files contained in, or accessed through, Axiojob;
if the user/User transmits, using Axiojob (or cause the same), any pornographic, obscene, disparaging, defamatory, or libellous information of any nature or form whatsoever, with respect to any other user, company, or any other person or business entity;
if the User or any third party applies for its liquidation or sequestration or makes any arrangement with its creditors or have a receiver or administrator appointed.
Termination or cancellation of this Agreement shall not affect any right or relief to which any party may be entitled, which has accrued prior to the date of termination. Upon termination of this Agreement, all rights of use granted to the User will terminate and revert to Axiomatic. In the case, where termination of this agreement is due to the User’s failure to comply with any provision of this agreement, then any fees paid by the User in terms of this agreement shall be non-refundable.
The expiration, cancellation or other form of termination of this Agreement shall not affect those provisions contained in clause 2 of these Terms and Conditions or any other provisions which expressly provide that they will operate after such termination or which of necessity must continue to endure after such termination, notwithstanding that the relevant clause may not expressly provide for such continuation.
In order to ensure compliance with these terms and conditions, Axiomatic reserves the right to monitor from time to time any and all information transmitted or received through Axiojob by the User.
Axiomatic shall be entitled to log all usage of the information accessed via its portal and such log shall serve as prima facie proof of the User’s access and use of the information.
The User shall provide and maintain all telephone and other equipment necessary to access Axiojob. The costs of any such equipment and/or telephone connections or use, including any applicable taxes imposed, shall be borne solely by the User.
7. WARRANTY AND LIABILITY
Axiomatic warrants to the User that it shall provide the services as set out in clause 5.4 of the body of the User Agreement with all reasonable skill and care and in an efficient, diligent and professional manner.
Neither Party shall be liable to the other for any consequential, incidental, indirect or special damages (including, without limitation, arising from loss of income, loss of goodwill or profits, business interruption) arising out of this Agreement. However, notwithstanding anything to the contrary contained in this Agreement, no limitation or exclusion of liability shall apply in the case of (i) any breaches of confidentiality or intellectual property undertakings; (ii) indemnification obligations; (iii) wilful misconduct; or (iv) gross negligence, by a Party.
Axiomatic will use reasonable efforts to ensure that no viruses or programs with similar functions operate on or pass through Axiojob.
Axiomatic warrants that the Axiojob system and the information are fit for the purpose stated by Axiomatic.
Axiomatic further warrants that the services to be performed by it in terms of the User Agreement shall be performed in accordance with all applicable laws and generally accepted industry practice.