CLIENT TERMS

This is a legal agreement regulating the supply of audio content ("Content") to Clients by Biblo together with the services which Biblo offers the Client in the Licensing or Assignment of Content.

The aforementioned agreements are two separate agreements regulating the terms on which the client uses the Website as well as the general legal relationship between Biblo and the Client respectively.

To complete registration the Client is required to assent to both agreements jointly at the foot of the Registration Form to indicate that the Client has read, understands and agrees to be bound by the terms and legal consequences flowing from the legal relationship created hereby. Consequently, the Client should take care in reading and assuring that the terms and legal consequences are understood before agreeing hereto.

REGISTERED CLIENT AGREEMENT

1. RECITAL
   1. This is a legal agreement regulating the supply of audio content ("Content") to Clients by Biblo together with the services which Biblo offers the Client in the Licensing or Assignment of Content.
   2. This Agreement operates in tandem and should be read with the Site Use Agreement.
   3. This Agreement regulates all supply of Content to the Client, until terminated or amended in terms of this Agreement.
2. DEFINITIONS
   1. In this Agreement, unless the context clearly indicates otherwise:
      1. "Agreement" means this Agreement together with all other agreements assented to by the Client as incorporated into this Agreement;
      2. "the Act" means the Copyright Act No 98 of 1978 as amended,
      3. "Biblo" means Wormstorm Creative Consulting CC
      4. "Website" means this website being www.biblo.tv
      5. "Artist" means the Copyright Owner or duly authorised representative of the Copyright Owner submitting and displaying Content on the Website for the purposes of Licensing or Assignment to Clients;
      6. "Client" means you, undefined as duly represented by undefined, the person, legal entity or group of legal entities registered as Client and shall include, employees, functionaries and affiliates with authority to use the Client's Account and shall also include such persons, legal entities or groups of legal entities for whose benefit the Client previews, downloads, Licences or Purchases Content via the Website;
      7. "Client Account" means the facility granted to the Client by Biblo by means of which the Client may preview, download, Licence and Purchase Content from Biblo;
      8. "Content" means audio content of any nature submitted by the Artist and displayed by Biblo, including without limitation any Musical Works, Literary Works and Sound Recordings as defined by the Act ;
      9. "Preview Content" means Content available for download by Clients prior to Licensing and in a low quality format for the express and restricted purpose of assessing the Content's suitability for the purpose for which the Client intends to License or Purchase said Content;
      10. "License" means the Agreement by which the right of use in Content is specified and granted to a Client by a Copyright Owner;
      11. "License Fee" means any remuneration due and payable in terms of a License including, without limitation, reference to Royalty and Renewal Fee;
      12. "Assignment" means to transfer of all rights and title in Content to a Client including, without limitation, reference to Purchase and Buy-Out;
      13. "Deed of Assignment" means the Agreement by which the full rights and title in Content is transferred to a Client;
      14. "Buy-Out Fee" means any remuneration due and payable in terms of a Deed of Assignment including, without limitation, reference to Purchase Price;
      15. Confidential Information" means any and all information, not available to the public, provided by the Client or to the Client by or to Biblo in the course of using the Website, your Client Account and/or Biblo's Services, including without limitation, any information relating to the business, service development, License negotiations and other trade secrets of Biblo;
      16. "Day" means calendar day unless expressly stated otherwise;
   2. Any reference in this Agreement to the singular shall be deemed to include a reference to the plural and vice versa, and any reference to any one gender shall be deemed to include a reference to the other;
   3. The clause headings in this Agreement are for reference purposes only and shall not affect the interpretation of the provisions to which they relate.
3. APPLICATION & REGISTRATION

   1. Client shall be required to register as follows:

      1. Complete the Registration Form;
      2. Accept the terms of this Agreement after having read and selected the appropriate terms hereof;
      3. Upon acceptance Biblo shall forward further instructions to the email address provided.
      4. Biblo shall assess the Client's application and shall in its sole discretion decide to accept or deny the Client's registration.
      5. Biblo shall notify the Client of the outcome of the Client's application at the soonest opportunity.
      6. Upon Confirmation of Registration, this Agreement shall take effect at the time when the notification is received by the Client as provided for in the Electronic Communications and Transactions Act No 25 of 2002 ("ECTA").
   2. The Client shall be obligated to provide accurate and full Registration Information upon application and shall, after Confirmation Registration, be obligated to:
      1. Maintain and promptly update the Registration Information in order to keep it accurate, current and complete;
      2. Keep the Client Account's password and identification information secure;
      3. Promptly and immediately notify Biblo of any unauthorized use of the Account or Content Licensed or Assigned via the Client's Account; and
      4. Accept responsibility and risk for all activity on and unauthorised use of the Client's Account;
   3. Biblo reserves the right to:
      1. Request such further information from the Client as may be necessary to make a proper assessment; and
      2. Reject the Client's application upon the basis of false or incomplete particulars submitted and/or any other grounds which Biblo deems fit.

   Biblo expressly undertakes not to discriminate in the manner prohibited in the Consumer Protection Act No 68 of 2008 ("CPA") in the exercise of its discretion.

4. CONTENT USE
   1. The Client agrees that the Website includes, makes available and incorporates intellectual property including without limitation, Content, trademarks, software applications, electronic databases and selection mechanisms.
   2. The Client further agrees that no intellectual property included on, available on, through or incorporated in the Website shall be broadcasted, reproduced, performed publicly, synchronised, modified, sold, reverse engineered, Licensed or used in any manner except as expressly permitted by Biblo's Preview provisions or a valid License Agreement or Deed of Assignment.
5. PREVIEWS
   1. Registered Clients may from time to time download Preview Content for the sole and express purpose of assessing the Content's suitability for the purpose for which the Client intends to Licence or Purchase such Content, subject to the following conditions:
      1. Preview Content shall not be used for any commercial purposes;
      2. Preview Content shall not be reproduced, synchronised or modified except to the extent necessary to assess the suitability thereof; and
      3. Preview Content may not under any circumstances be broadcasted, performed publicly, sold, Licensed or reverse engineered with the purpose of creating derivative works.
   2. The Client agrees and accepts that any use of Preview Content in breach of this clause shall automatically and immediately amount to the acceptance and issue of an Implied Licence as provided for in the "Implied License" clause herein; and
   3. The Client agrees to delete and destroy all Preview Content and/ or copies thereof within 30 days of downloading the same.
6. INTELLECTUAL PROPERTY NOTICE
   1. Despite the issue of a valid License Agreement or Deed of Assignment, the Artist shall retain Moral Rights provided for in the Act as relates to being credited as author of the Copyrighted Work and protecting the integrity of the Content, however, the Artist have empowered Biblo to grant a single or general waiver of such Moral Rights after consultation with the Artist; and
   2. All rights not expressly granted in terms of a valid License shall be reserved by the Artist and the Client agrees and confirms that no provision or representation in this Agreement or any other agreement shall be construed to represent the contrary.
7. FEES & PAYMENT TERMS
   1. The Client shall be required to furnish certain payment related information to Biblo and shall be obligated to:
      1. Maintain and promptly update the Payment Information in order to keep it accurate, current and complete; and
      2. Promptly and immediately notify Biblo of any unauthorized payment activity emanating from the Client Account
   2. Payment of any and all fees shall be due and payable in Rands (ZAR) within 30 (Thirty) days of issue of a License or Deed of Assignment and:
      1. Shall be paid without set-off of the cost of payment or exchange of foreign currency; and
      2. The non-payment of which may result in the revocation of the License or Deed of Assignment issued in pursuance of the transaction in terms of which the amount is due.
   3. An Automatic Payment System, in terms of which the Client's account will be automatically debited within 30 (Thirty) days of issue of a License or Deed of Assignment, shall be:
      1. Optional if the Client concluded an average of less that 1 (One) transaction per month during the previous 12 (Twelve) months or part thereof; or
      2. Mandatory, if Biblo so elects, in the event that the Client's Account had been overdue for more than 3 (Three) months within the previous 12 (Twelve) months or if the Client has concluded an average of more than 1 (One) transaction per month during the previous 12 (Twelve) months or part thereof
   4. A Rejection Fee of 30% of the License fee shall be due in the event that the Client does not License Content for any reason after Biblo have expended labour, at the Client's instance, in providing edits or any other service provided for in Clause 10 (Ten) herein.
8. LICENSING & ASSIGNMENT
   1. Biblo shall offer to its Clients, as it is authorised to do herein, the following Licences:
      1. Primary Synchronisation & Broadcasting Licenses for use in respect of Broadcast Television or Film;
      2. Ancillary Licenses relating revenue streams flowing from Primary Synchronisation & Broadcasting Licenses including without limitation:
         1. video-on-demand;
         2. merchandising;
         3. syndication; and
         4. adaptations;
      3. Radio License;
      4. Internet License; and
      5. Public Performance License
      6. License for use on any other media currently known or hereafter devised.
   2. Unless the Artist has noted License Restrictions in respect of its general Content or in respect of specific Content, the Standard License terms be the minimum threshold from which to negotiate Licensing Terms and Fees;
   3. The Standard License shall be:
      1. Non-Exclusive Primary Synchronisation & Broadcasting License for the annual licensing fee of R9 500.00 (Nine Thousand Five Hundred Rand) per Geographical Territory; and
      2. Non-Exclusive Additional Licenses for the annual licensing fee of R5 000.00 (Five Thousand Rand) per Additional License, per Geographical Territory.
   4. The Client may elect Extended Terms in deviation of the Standard License which shall be embodied in an Extended License;
   5. The Extended Terms negotiable at the instance of the Client or License Restrictions noted by the Artist relate to or may be restricted in terms of:
      1. Geographical Territory of use
      2. Exclusivity of use
      3. Primary Licensing Fee
      4. Additional Licensing Fee
      5. Restricted Uses
      6. Existing Licenses
   6. Licensing fees relating to additional Geographical Territories and Exclusivity shall be negotiable and shall be determined with reference to reasonable fees, standards and usages applicable in the relevant geographical territory;
9. IMPLIED LICENSE
   1. In the event that the Client uses Content and/ or Preview Content for any purpose not authorised or permitted in this Agreement or a valid License Agreement the Client's intention to conclude a License Agreement relating to said Content shall be implied by the Client's actions and an Implied License shall be issued immediately upon the following terms:
      1. Non-Exclusive;
      2. Valid for 90 (Ninety) days;
      3. Primary Licensing Fee of R100 000.00 (One Hundred Thousand Rand) per geographical territory for initial use; and
      4. Additional Licensing Fee of R50 000.00 (Fifty Thousand Rand) per geographical territory for each additional use.
   2. Notwithstanding the automatic issue of an Implied License:
      1. The Client shall be obligated to inform Biblo of the unauthorised use of Content immediately upon the Client's knowledge thereof and the use of Content shall be deemed unauthorised until such a time as the Client gives written notice of said unauthorised use titled "Notice of Unauthorised Use" to licensing@biblo.tv;
      2. The Licensing Fee shall become due and payable immediately upon issue of the Implied License, accruing interest at a rate of 15.5% per annum, calculated daily; and
      3. The Client shall be afforded the opportunity to negotiate a fresh License for Authorised Use in terms of the "Licensing and Assignment" clause herein and if Biblo determines that the Client acted in good faith Biblo may, but shall not be obligated to, apply the newly negotiated Licensing Fee & Terms retrospectively
   3. The Client hereby agrees that disputes relating to Implied Licenses may be submitted for Alternative Dispute Resolution (ADR), at Biblo's election, prior to any court proceedings being instituted.
10. STUDIO SERVICES
    1. The Client may in addition to Biblo's web services request the following Studio Services at an additional cost, subject to availability:
       1. Content Editing:
       2. Content Synchronisation
       3. Voice Recording & Synchronisation; and
       4. Mastering and Broadcasting regulation compliance.
11. CLIENT RESPONSIBILITIES
    1. The Client shall, in addition to any other responsibilities provided for in this agreement, be responsible and obligated to:
       1. Update, on a regular basis, Payment and Registration Information;
       2. Inform Biblo immediately of any intended extended uses for Content to ensure the issue of a valid Extended License and to consequently avoid the issue of an Implied License;
       3. Provide Biblo with the Flight Codes of broadcasted material for which Content was Licensed as soon as the Client has knowledge of the same.
       4. Ensure that all amounts falling due are settled promptly and in full to avoid revocation of rights of use granted in Content;
       5. Ensure that the Client's Account remains secure and to give Biblo immediate notice of any breach in the security of the Client's Account;
       6. Ensure that only authorised employees have access to the Client's account and that such employees are familiar with the terms of this Agreement and all other agreements concluded with Biblo,
       7. Ensure that the Client and all 3rd parties having rights in or obligations in terms of Content does not act in a manner causing the Client's breach of this agreement;
       8. Promptly provide such responses as Biblo may be entitled to request under this Agreement, including without limitation, confirmation of identity, confirmation of authority to transact for a 3rd party's benefit and cooperation in complaint investigations; and
       9. Not disclose Confidential Information relating to the commercial operations and goodwill of Biblo, its Artists or Clients unless expressly consented to do so or obligated to disclose the same by order of a court having jurisdiction.
12. CLIENT WARRANTIES
    1. The Client warrants that:
       1. The Client has legal capacity and/or has been duly authorised in writing to enter into this agreement and grant to Biblo the rights granted herein;
       2. The Clients has no knowledge of rights in Content granted in conflict with the provisions of this Agreement and shall not during the subsistence of this agreement grant conflicting rights in Content;
       3. The Client shall ensure that employees and functionaries use this Website with authority and in terms of this agreement and shall consequently accept vicarious liability for the proper conduct of all its functionaries and employees in the use of the Website ;and
       4. Shall ensure that all information and data provided for in this Agreement and which is rationally necessary shall accompany all License and other applications submitted and shall take full responsibility for the accuracy and completeness thereof.
    2. Each of the above Warranties:
       1. Are material to this Agreement;
       2. Shall operate as an express indemnification against any claim resulting from one or more of said warranties being untrue;
       3. Are extended and shall operate independently from one another and shall not be interpreted in context of or in reference to any other warrantee extended in this Agreement; and
       4. Shall survive the suspension or termination of Content, of the Client's account or of this Agreement.
13. BIBLO'S WARRANTEE
    1. Biblo warrants that it has been ostensibly appointed to act for all Artists as duly authorised:
       1. Agent, to negotiate, market and assign or grant standard or extended licenses or sublicenses in the Content to its clients;
       2. Collecting Agent, to collect and remit funds on the Client's behalf in connection with transactions facilitated by Biblo;
       3. Distributor to distribute assigned, licensed or sublicensed Content to third parties.
    2. Biblo further warrants that it had been ostensibly granted, by all Artists, the authority to deal with the following intellectual property rights on the Artist's behalf:
       1. Reproduction rights;
       2. Synchronisation rights;
       3. Public Performance rights;
       4. Media & Broadcasting rights as it relates to the right to market, advertise, promote, distribute, rent, sell, license, broadcast, exhibit, manufacture and otherwise exploit Content on:
          1. all forms of television;
          2. video-on-demand;
          3. all forms of radio
          4. the internet whether by streaming or otherwise,
          5. tangible media devices, and
          6. any other media currently known or hereafter devised.
       5. Adaptation rights;
       6. Distribution Rights; and
       7. The right to publish information relating to the Client with the Client's consent.
       8. The right to make Preview Content available to the Client without accrual of a licensing fee; and
       9. The right to include Content as part of a Collection of similar or sufficiently related Content, with the intention to make the Collection available for licensing as a single unit;
    3. Biblo lastly warrants that it has been ostensibly granted the sole discretion to:
       1. negotiate and grant standard or extended licenses for the use of Content or to negotiate and conclude a deed of assignment in terms of which the Content is purchased outright; and
       2. Grant to high-volume clients a reasonable discount in suitable circumstances.
14. LIMITATION OF WARRANTIES
    1. The Client accepts that Biblo provides its Clients with a choice and assessment mechanism to assess the suitability of Content prior to Licensing or Assignment and consequently accepts that Biblo does not warrant to the Client that the Licensing or Assignment of such Content will guarantee that Content is suitable for the purpose Licensed or Assigned; and
15. LIMITATION OF LIABILITY AND INDEMNIFICATION
    1. The Client shall use Biblo's website and online services at the Client's own risk;
    2. Biblo, its functionaries and affiliates shall not be liable for any costs, claims, damages, awards, penalties, or other amounts which may be suffered or incurred by the Client occasioned by the use of the website, use of Content, breach of Client warranty or otherwise unless the gross negligence or intentional action of Biblo or its functionaries shall be proven to be the direct cause of such costs, claims, damages, awards, penalties, or other amounts;
    3. The Client consequently agrees to indemnify and hold Biblo, its functionaries and affiliates harmless against any costs, claims, damages, awards, penalties, or other amounts not founded directly in the gross negligence or intentional action of Biblo or its functionaries.
16. COPYRIGHT COMPLAINTS
    1. Biblo is committed to the protection of the rights of our Artists, Clients and 3rd parties as granted in terms of the Copyright Act No 98 of 1978 as amended ("the Act"), or any other applicable law or international treaty;
    2. In the event that an Artist, Client or 3rd Party finds Content on the Website which, in its opinion, infringes upon any Intellectual Property Rights, said party is free to lodge a complaint titled "Copyright Complaint" to complaints@biblo.tv and which must include:
       1. In the event that an Artist, Client or 3rd Party finds Content on the Website which, in its opinion, infringes upon any Intellectual Property Rights, said party is free to lodge a complaint titled "Copyright Complaint" to complaints@biblo.tv and which must include:
       2. Identification of the allegedly infringing Content on the Website;
       3. Name and identification details of Work allegedly infringed;
       4. Proof of title to Work; and
       5. Sworn affidavit containing comprehensive allegation of infringement;
    3. Upon the lodgement of a complaint Biblo shall:
       1. Launch an investigation into alleged infringement;
       2. Forward a copy of the Complaint to the Infringing Party to which the party shall respond within 7 (Seven) days of receipt thereof titled "Complaints Reply" to complaints@biblo.tv and which must include:
          1. Reference number of the Complaint;
          2. Name and contact details of the Infringing Party; and
          3. Full particulars and representations in defence of the allegations made against the party.
       3. Suspend the Client's Account as Biblo may deem appropriate in its sole discretion; and
       4. Make a determination no later than 90 days from the date on which the Complaint was launched which determination shall be forwarded to the Complainant and the Infringing Party;
    4. Upon making a determination:
       1. Biblo may revoke issued Licenses or Deeds of Assignment, terminate the Client's Account, ban the client and/ or take such other action against the Client as Biblo is empowered to do under this Agreement as Biblo may deem appropriate in its sole discretion;
       2. Biblo may choose to but shall not be obligated to assist either party, at the party's own cost, to the degree which Biblo may deem necessary in the circumstances in its sole discretion.
       3. The Infringing Party or Complainant may within 7 (Seven) days of receipt of the determination lodge an Appeal against the determination titled "Complaints Appeal" to complaints@biblo.tv and which must include:
          1. Reference number of the Determination;
          2. Name and contact details of the appellant; and
          3. Full particulars of the basis of the appeal, including whether the appeal is noted against the finding or the disciplinary measures employed.
17. TERM & TERMINATION
    1. The Client may terminate this Agreement on 30 (Thirty) days notice by sending an email titled "Notice of Termination" to client@biblo.tv and following the Deregistration Procedure initialised by return email.
    2. Biblo reserves the right to:
       1. Terminate this Agreement with or without notice in the event that Biblo determines that the Client is in breach of this Agreement;
       2. Suspend the Client's rights under this Agreement upon the following grounds:
          1. Pending the investigation of a Copyright Complaint alleging copyright infringement or breach of Licensing conditions relating to the Content Licensed or Assigned to the Client;
          2. The Client's failure to correct a breach of its responsibilities under this agreement within 7 (Seven) days of being so requested; or
          3. Pending the investigation of the Client's breach of any other term of this Agreement.
       3. Ban the Client from future registration with or using, directly or indirectly, Biblo's services after termination.
    3. Upon Termination and/ or Banning:
       1. All rights and duties in terms of this agreement shall expire subject to the following:
          1. Biblo shall have the right to renew Licences previously granted directly to the person, legal entity or group of legal entities for whose benefit the Client Licensed Content previously;
          2. Biblo shall be afforded 60 (Sixty) days ("the Cooling Period") to calculate and invoice for all amounts due by the Client;
       2. Rights granted to Licensees by Biblo shall survive and remain unaffected except if revoked in terms of this agreement; and
       3. Warranties, indemnities, limitations of liability, defences and representations made by the Client shall survive and remain in full force and effect;
    4. Upon Suspension:
       1. Biblo shall determine whether or not to Terminate this Agreement within 90 days of the Suspension Date and this Agreement will consequently not be terminated until Biblo so determines;
       2. The Client shall cooperate with any and all investigations relating to the basis for suspension;
       3. The Client shall not have the right to download Preview Content or enter into any further transactions with Biblo or its Artists via the Website, Client Account or otherwise; and
       4. Biblo's right to terminate, suspend or ban in terms of this clause shall be subject to the Client's right to Appeal, which may be exercised as provided for in the Complaints Clause herein.
18. ADVERTISEMENTS & LINKS
    1. Biblo may from time to time display links to 3rd party websites and/ or advertisements, however, Biblo does not in any manner:
       1. endorse or agree with the content of such 3rd party websites or advertisements; or
       2. warrant that clicking on such links or advertisement and/ or use or reliance upon the products & services offered by such advertisers or 3rd party websites shall not harm the computer, person, patrimony of the Client.
    2. The Client consequently agrees and confirms that the Client shall use and/ or rely upon such advertisement, 3rd party websites and their products and services at the Client's own risk.
19. WHOLE AND INCORPORATING AGREEMENT
    1. This Agreement together with all other agreements assented to by the Client which are hereby expressly incorporated herein, amounts to the entire understanding of the parties hereto on the subject matter herein contained, and supersedes all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement;
20. VIS MAIOR
    1. Neither party shall be liable for any delay or failure in meeting obligations due in terms of this Agreement and such agreements subsisting at the time, other than a payment obligation, in the event of vis maior being an event causing the objective impossibility of performance to which no fault can be attributed to either party.
    2. If performance is substantially prevented for a continuous period of 30 (thirty) days by virtue of any event of vis maior, then either party may terminate this Agreement or such agreements deemed impossible forthwith by written notice to the other and without either having a claim for damages against the other on the ground of a duty breached.
21. SEVERABILITY
    1. If any part, term or provision of this Agreement, not being of a fundamental nature, should be held invalid or unenforceable, such validity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
22. VARIATION
    1. Biblo reserves the right and the Client hereby empowers Biblo to amend this Agreement upon 60 (Sixty) days notice to the Client.
    2. Upon expiry of above notice period, the relevant terms shall be automatically amended and the amended agreement shall be available for download.
    3. The Client may make application to amend certain terms to this agreement by means of an application tilted "Amendment Application" to client@biblo.tv upon receipt of which Biblo will forward to the Client an amendment form.
23. GOVERNING LAW
    1. The Parties hereby agree that this Agreement, all subsequent agreements and any claims or disputes flowing from this Agreement shall be concluded, regulated, interpreted and adjudicated in terms of the laws of the Republic of South Africa.
    2. The User further agrees that any claims or disputes arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Republic of South Africa and the User acknowledges that it does so voluntarily.
24. NOTICES
    1. All notices, approvals or other communications required or permitted under this Agreement and future agreements shall be in writing and shall be sent by e-mail to the party at the party's address as provided during the registration process or such other address as may be notified by that party from time to time:
    2. E-mail correspondence shall be deemed as valid written notification and shall be deemed sent and received in as provided for in the Electronic Communications and Transactions Act of 2002.
25. NON-RELAXATION
    1. Biblo's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver or relaxation of any provision herein.

SITE USE AGREEMENT

1. RECITAL
   1. This is a legal agreement ("the Agreement") containing the terms regulating the use by any and all persons ("the User') of Biblo.tv ("the Website") as owned by Wormstorm Creative Consulting CC ("Biblo").
   2. This Agreement shall, upon clicking "I Agree" after Registration, operate indefinitely as updated from time to time until terminated.
   3. This agreement shall be automatically incorporated into and operate in tandem with any further agreements concluded with Biblo.
   4. Biblo reserves the right to update these and any other applicable terms without notice and Users shall be responsible to review this Agreement from time to time.
2. SITE USE
   1. Users may not use Content for any purposes not sanctioned by a valid written agreement with Biblo and will specifically, without limitation, be prohibited from:
      1. broadcasting, reproducing, performing publicly, synchronising, modifying, selling, reverse engineering, Licensing or using in any manner except as expressly permitted by Biblo's Preview provisions or a valid License Agreement or Deed of Assignment.
      2. employing data-gathering or extraction methods or software;
      3. framing the Website or Content;
      4. interfering with the security of, or otherwise abusing this Website or any system resources, services or networks connected to or accessible through this Website; and
      5. use this Website or Content for unlawful purposes.
   2. Only upon valid registration shall Users enjoy such rights, duties, services and facilities as are granted to registered Clients and Artists respectively.
3. RESERVATION OF RIGHTS IN WEBSITE AND CONTENT
   1. The User agrees that the Website includes, makes available and incorporates intellectual property including without limitation, Copyrighted Content, trademarks, software applications, electronic databases and selection mechanisms.
   2. The User agrees and acknowledges that the User has no rights in the Website, Content or parts thereof other than those rights expressly granted in a written License Agreement, Deed of Assignment or other valid written agreement with Biblo and any contrary use of this Website, its Content or any part thereof is therefore strictly and expressly prohibited.
4. IMPLIED LICENSE
   1. In the event that the User uses Content for any purpose not authorised or permitted in this Agreement or a valid License Agreement the User's intention to conclude a License Agreement relating to said Content shall be implied by the User's actions and an Implied License shall be issued immediately upon the following terms:
      1. Non-Exclusive;
      2. Valid for 90 (Ninety) days;
      3. Primary Licensing Fee of R100 000.00 (One Hundred Thousand Rand) per geographical territory for initial use; and
      4. Additional Licensing Fee of R50 000.00 (Fifty Thousand Rand) per geographical territory for each additional use.
   2. Notwithstanding the automatic issue of an Implied License:
      1. The User shall be obligated to inform Biblo of the unauthorised use of Content immediately upon the User's knowledge thereof and the use of Content shall be deemed unauthorised until such a time as the User gives written notice of said unauthorised use titled "Notice of Unauthorised Use" to licensing@biblo.tv
      2. The Licensing Fee shall become due and payable immediately upon issue of the Implied License, accruing interest at a rate of 15.5% per annum, calculated daily; and
      3. Upon notice of unauthorised use, the User shall be afforded the opportunity to register as Client and negotiate a fresh License for Authorised Use and if Biblo determines that the User acted in good faith Biblo may, but shall not be obligated to, apply the newly negotiated Licensing Fee & Terms retrospectively.
   3. The Client hereby agrees that disputes relating to Implied Licenses may be submitted for Alternative Dispute Resolution (ADR), at Biblo's election, prior to any court proceedings being instituted.
5. PRIVACY
   1. Biblo is committed to protecting the personal information of Users, Clients and Artists alike and shall be diligent and ethical in the means by which Biblo collects, uses and discloses said personal information.
6. ADVERTISEMENTS AND LINKS
   1. Biblo may from time to time display links to 3rd party websites and/ or advertisements, however, Biblo does not in any manner:
      1. endorse or agree with the content of such 3rd party websites or advertisements;
      2. warrant that clicking on such links or advertisement and/ or use or reliance upon the products & services offered by such advertisers or 3rd party websites shall not harm the computer, person, patrimony of the Client; or
      3. accept any responsibility for such websites nor accept liability, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any 3rd party Websites or linked resources.
   2. The Client consequently agrees and confirms that the Client shall use and/ or rely upon such advertisement, 3rd party websites and their products and services at the Client's own risk.
7. MALFUNCTION & VIRUSSES
   1. Despite Biblo's best efforts and protective measures:
      1. Technical difficulties may from time to time cause software or transmission problems which may cause inaccurate or incomplete transmission of data; and
      2. Computer viruses or other destructive programs may be hidden on this Website.
   2. Biblo recommends that you install appropriate anti-virus or other protective software before using the Website because Biblo shall not be liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise affect the User's use of its computer equipment or other property caused by access to, use of, downloading from or browsing on this Website.
8. LIMITATION OF LIABILITY & INDEMNITY
   1. The User shall use Biblo's website and online services at the User's own risk;
   2. Biblo, its functionaries and affiliates shall not be liable for any costs, claims, damages, awards, penalties, or other amounts which may be suffered or incurred by the User occasioned by the use of the website, use of Content, breach of User warranty or otherwise unless the gross negligence or intentional action of Biblo or its functionaries shall be proven to be the direct cause of such costs, claims, damages, awards, penalties, or other amounts;
   3. The User consequently agrees to indemnify and hold Biblo, its functionaries and affiliates harmless against any costs, claims, damages, awards, penalties, or other amounts not founded directly in the gross negligence or intentional action of Biblo or its functionaries.
9. COPYRIGHT INFRINGEMENT NOTICES
   1. Biblo is committed to the protection of the rights of our Artists, Clients and 3rd parties as granted in terms of the Copyright Act No 98 of 1978 as amended ("the Act"), or any other applicable law or international treaty;
   2. In the event that an Artist, Client or 3rd Party finds Content on the Website which, in its opinion, infringes upon any Intellectual Property Rights, said party is free to lodge a complaint titled "Copyright Complaint" to complaints@biblo.tv and which must include:
      1. Name and contact details of titleholder;
      2. Identification of the allegedly infringing Content on the Website;
      3. Name and identification details of Original Work allegedly infringed;
      4. Proof of title to Work; and
      5. Sworn affidavit containing comprehensive allegation of infringement;
   3. Upon the lodgement of a complaint Biblo shall:
      1. Launch an investigation into alleged infringement;
      2. Forward a copy of the Complaint to the Infringing Party to which the party shall respond within 7 (Seven) days of receipt thereof titled "Complaints Reply" to complaints@biblo.tv and which must include:
         1. Reference number of the Complaint;
         2. Name and contact details of the Infringing Party; and
         3. Full particulars and representations in defence of the allegations made against the party.
      3. Make a determination no later than 90 days from the date on which the Complaint was launched which determination shall be forwarded to the Complainant and the Infringing Party;
   4. Upon making a determination:
      1. Biblo may take such action against the infringing party as Biblo is empowered to do and as Biblo may deem appropriate in its sole discretion;
      2. The Infringing Party or Complainant may within 7 (Seven) days of receipt of the determination lodge an Appeal against the determination titled "Complaints Appeal" to complaints@biblo.tv and which must include:
         1. Reference number of the Determination;
         2. Name and contact details of the appellant; and
         3. Full particulars of the basis of the appeal, including whether the appeal is noted against the finding or the disciplinary measures employed.
10. GOVERNING LAW & JURISDICTION
    1. The Parties hereby agree that this Agreement, all subsequent agreements and any claims or disputes flowing from this Agreement shall be concluded, regulated, interpreted and adjudicated in terms of the laws of the Republic of South Africa.
    2. The User further agrees that any claims or disputes arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Republic of South Africa and the User acknowledges that it does so voluntarily.
11. TERM AND TERMINATION
    1. This Agreement shall, upon clicking "I Agree", operate immediately and indefinitely as updated from time to time and until terminated.
12. WHOLE AND INCORPORATED AGREEMENT
    1. This Agreement amounts to the entire understanding of the parties hereto on the subject matter herein contained, and supersedes all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement;
    2. Should the Parties conclude further agreements, this agreement shall be wholly incorporated into such further agreements.
13. SEVERABILITY
    1. If any part, term or provision of this Agreement, not being of a fundamental nature, should be held invalid or unenforceable, such validity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
14. NON-RELAXATION
    1. Biblo's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver or relaxation of any provision herein.