RAMP PLATFORM LICENCE AGREEMENT

 

The RAMP Platform is a platform for developing mobile software applications. Use of the RAMP Platform is subject to the terms and conditions of this RAMP Platform Licence Agreement (“this Agreement”). By downloading a copy of the RAMP Platform or using any part of it you (“Developer” or “you”) agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not use or access the RAMP Platform.

During registration you will be required to identify yourself as either an Enterprise User or a Non-Enterprise User. You agree to be bound by the terms and conditions in this Agreement that apply to you as either an Enterprise or a Non-Enterprise User. Providing misleading or incorrect information, or failing to update your information should your status change, will lead to the immediate termination of this Agreement. You are responsible for managing and safeguarding your username and password.

If you are intending to use the RAMP Platform in connection with work you are doing for a company or corporate entity (“Company”), either as an employee or contractor, then this Agreement also applies to your Company and you represent and warrant that you have the authority to bind your Company, and that your Company has authorized you to accept the terms of this Agreement.

VMT reserves the right to modify this Agreement from time to time by posting new or revised terms or conditions on its website or forwarding these to you in writing, including email. VMT specifically reserves the right to increase the enterprise support fees and the non-enterprise usage fees without entering into negotiation. By continuing to use the RAMP Platform you indicate your acceptance of these terms and agree to be bound by any such modified Agreement. If you do not agree to any new or modified terms or conditions, you may not continue using the RAMP Platform.

1.        Definitions. In addition to any other terms which are defined in the body of this Agreement, the following terms have the following meanings:

 

1.1.   “Application” means any software program for use by a RAMP Client Device that is developed by a Developer using the RAMP Platform;

1.2.   “Academic User” means a Developer who uses or intends to use the RAMP Platform only for the development of Applications that are to be used internally by the staff and registered students of an accredited academic body such as a university, school or college, if the use or intended use is for teaching purposes only and not for any administrative or commercial functions of such an academic body. Third party development is prohibited under the non-Enterprise license and requires a commercial Enterprise license;

1.3.   “Compiled Application” means an Application that has been compiled by VMT and is ready to be downloaded from the RAMP Deployment Platform by a RAMP Client Device;

1.4.   “Installed Application” means an Application that has been downloaded and installed on a RAMP Client Device;

1.5.   “End User” means a user of a RAMP Client Device;

1.6.   “Enterprise User” means:

1.6.1.    any Developer that uses or intends to use the RAMP Platform for the development of any Application that is sold or licensed to a third party for commercial gain; or

1.6.2.    any Developer that uses or intends to use the RAMP Platform for the development of any Application that is used within a business or organization that has an annual turnover of more than US$500,000 (Five Hundred Thousand U.S. Dollars);

1.7.   “Enterprise Support Fees” is as detailed in paragraph 0;

1.8.   “Non-Enterprise User” means an Academic User, a Small Company User or an Private Individual User;

1.9.   “Non-Enterprise Usage Fees” means 5% (five per cent) of the total revenue generated by the RAMP Client Devices’ use of the Installed Applications;

1.10.       “Private Individual User” means a Developer who uses or intends to use the RAMP Platform only for the development of Applications that are used privately by the Developer him/herself or distributed directly for the end user. Third party development is prohibited under the non-Enterprise license and requires a commercial Enterprise license;

1.11.       “Personally Identifiable Information” means information which can be used to distinguish or trace an individual's identity, such as their name, identity number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc;

1.12.       “RAMP Client Device” means a device which is loaded with an Installed Application, which will typically but not necessarily be a mobile phone;

1.13.       “RAMP Deployment Platform” means the proprietary servers and software under the control of VMT which permit the Applications to be complied and from which the Complied Application can be downloaded to a RAMP Client Device;

1.14.       “Small Company User” means a Developer who uses or intends to use the RAMP Platform only for the development of Applications that are used internally within that company or distributed directly for the end user, provided that the company has an annual turnover of no more than US$500,000 (Five Hundred Thousand U.S. Dollars). Third party development is prohibited under the non-Enterprise license and requires a commercial Enterprise license;

1.15.       “Standard Level Support” is as defined in paragraph 5;

1.16.       “Support” means VMT responding to, advising, correcting, bug-fixing or providing any form of assistance or advice to Developer;

1.17.       “Updates” means any bug fixes, patches, security fixes, improvements or modifications to the RAMP Platform; and

1.18.       “VMT Intellectual Property” means any patent, trademark, copyright, registered design, confidential information, secret knowledge, moral right, goodwill and/or any and all other intellectual property rights that may vest in VMT or its affiliated companies or individuals, whether now or in the future, anywhere in the world.

 

2.        VMT’s License Terms Applicable to Enterprise Users. If you are an Enterprise User then you agree to the following:

2.1.   Grant of Licence. Subject to the terms and conditions of this Agreement, VMT hereby grants to Developer a non-exclusive, non-transferable, non-sublicensable, personal license to use the RAMP Platform to develop Applications for use by RAMP Client Devices.

Support Fees. In lieu of the grant of license in the preceding paragraph, Developer will pay VMT the Enterprise Support Fees as agreed upon.

2.2.   Developer can select whether to pay the Enterprise Support Fees every month, every 6 months, every 12 months or every 24 months. Fees exclude VAT and/or any other applicable sales tax. VMT reserves the right to increase the Enterprise Support Fees from time to time.

2.3.   The Enterprise Support Fees will be paid in advance of the period selected and into a bank account designated by VMT.

 

3.        VMT’s License Terms Applicable to Non-Enterprise Users. If you are a Non-Enterprise User then you agree to the following:

3.1.   Grant of Licence. Subject to the terms and conditions of this Agreement, VMT hereby grants to Developer a non-exclusive, non-transferable, non-sublicensable, personal license to use the RAMP Platform to develop Applications for use by RAMP Client Devices.

3.2.   Support Fees. In lieu of the grant of license in the preceding paragraph, Developer will pay VMT the Non-Enterprise Usage Fees. The Non-Enterprise Usage Fees will be paid monthly in advance and into a bank account designated by VMT.

 

4.        Support and Updates. All Developers may use any Updates that may be released by VMT from time to time. However, only Enterprise Users are entitled to receive Support. Unless otherwise agreed between the Enterprise User and VMT, Enterprise Users will be entitled to Standard Level Support.

 

5.        Standard Level Support. VMT’s Standard Level Support operates as follows:

5.1.   Within 24 hours of receiving a support request from Developer, VMT will classify the problem as “critical”, “serious” or “maintenance”.

5.2.   A critical problem is one which affects the overall performance of a Developer’s Application such that the Application is non-functional and no procedural work-around exists. A serious problem is one which materially affects the overall performance of a Developer’s application so that it is noticeably impaired. A maintenance problem is one in which the Application has only limited loss of functionality.

5.3.   VMT will work continuously on critical problems until a work-around or a system recovery is successfully implemented.

5.4.   VMT will work to resolve serious problems by a reasonable date agreed to by the Developer.

5.5.   VMT will aim to provide a resolution to maintenance problems by the next scheduled Update or in a future release of the RAMP Platform.

 

6.        Preservation of Rights. Except as expressly provided herein, no other right or licence is granted by VMT under this Agreement. All rights not expressly granted hereunder are expressly reserved to VMT. Specifically, and without limiting the generality of the aforegoing, Developer acknowledges that VMT owns all rights in the VMT Intellectual Property and no rights therein are granted to Developer other than specifically provided for in this Agreement.

 

7.        No Endorsement. Developer agrees that it will not market Applications developed using the RAMP Platform in any manner which implies that VMT endorses such products.

 

8.        General Restrictions. Except as expressly provided herein, Developer shall not (and shall not allow or enable any third party, including End Users) to:

a)        copy, modify, create a derivative work of, sublicense, rent, sell, lease or otherwise transfer or distribute the RAMP Platform or any portion thereof to any person or entity, except as expressly provided in this Agreement;

b)       decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the RAMP Platform or the RAMP Deployment Platform by any means whatsoever;

c)        remove any product identification, legal, copyright, trademark or other proprietary rights notices contained in the RAMP Platform;

d)       engage in any activity with the RAMP Platform, including development and distribution of an Application, that interferes with, disrupts, damages or accesses in an unauthorized manner the servers, networks, or other properties or services of VMT or any third party including, but not limited to, any mobile communications carrier;

e)        use the RAMP Platform for any fraudulent, unlawful or illegal activity, including developing an Application that would commit or facilitate the commission of a crime, or other unlawful, or illegal act;

f)        use the RAMP Platform to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as intellectual property rights and rights of privacy and publicity) of others, including developing an Application that would facilitate any such activities;

g)        use the VMT Materials to use, display, transmit or otherwise make available content that promotes pyramid schemes, chain letters or disruptive commercial messages or advertisements, including developing an Application that would facilitate any such activities; or

h)       use the RAMP Platform in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage.

 

9.         Developers Ownership and Ability to Distribute its Applications.

 

9.1.   Ownership of Applications. Developer shall retain all rights, title and interest in and to Applications and all Intellectual Property Rights therein.  VMT obtains no right, title or interest from Developer under this Agreement in or to any Applications that Developer develops.  Notwithstanding the foregoing, Developer acknowledges and agrees that VMT may develop, license or otherwise acquire the rights to distribute products that compete with Developer’s Applications.

9.2.   Distribution of Applications. Developer may only distribute its Applications by means of the RAMP Deployment Platform. Developer accordingly grants VMT a licence to worldwide, non-exclusive, royalty-free license to distribute its Applications. Developer acknowledges that it is solely responsible for (and VMT has no liability for) any data, content, or resources that are created, transmitted or displayed through or by means of the RAMP Deployment Platform.

 

10.     Termination of Service. VMT reserves the right to block any Installed Application on any RAMP Client Device should Developer be in breach of any of the terms of this Agreement. Installed Applications may be blocked by VMT refusing to renew a license issued to a RAMP Client Device. Developer indemnifies and holds VMT harmless against any loss or damage suffered by any End User or any claim of whatsoever nature brought by an End User against VMT.

 

11.     Use of Personally Identifiable Information. If an Application accesses, uses, associates or collects information that constitutes Personally Identifiable Information under applicable law from end users, Developer must disclose such activities to each end user and obtain each end user’s consent before allowing the Application to perform such activities.  Developer shall indemnify, defend and hold VMT harmless from any breach by Developer of this provision.

 

12.     No Warranties. Developer expressly acknowledges and agrees that its use of the ramp platform is at developer’s sole risk. The ramp platform is provided "as is" and without warranty of any kind and VMT expressly disclaims all warranties, terms and conditions, including, but not limited to, the implied warranties, terms and conditions of merchantability, fitness for a particular purpose, non-infringement of third party rights and satisfactory quality.  VMT does not warrant that the ramp platform is suitable for developer’s use or that defects or errors in the ramp platform will be corrected. Furthermore, VMT makes no representation of any kind regarding the use or the results of the use of the ramp platform. VMT shall have no obligation to provide non-enterprise users with any form of support. Developer will be solely responsible for providing support to end users of its applications.

 

13.     General Indemnification by Developer. Developer shall, at its expense: (a) indemnify and defend or settle any claim, suit or proceeding that is instituted by a third party (including an End User) against VMT and its officers, directors, employees, agents, suppliers or customers to the extent such claim, suit or proceeding arises out of or is in relation to (i) any breach or claim of breach of any of Developer’s covenants under this Agreement or (ii) by reason of any claims in respect of the distribution or sale of Applications, including, but not limited to, products liability and intellectual property infringement claims; and (b) pay all damages finally awarded therein against VMT or agreed upon in settlement by Developer.  

 

14.     Limitation of Liability and Limitation of Damages. To the extent permitted by law, under no circumstances shall VMT be liable for any indirect, incidental, special or consequential damages, loss of profits or revenue, or interruption of business in any way arising out of or related to the use of the RAMP Platform.

 

15.     No Assignment. Developer may not assign or otherwise transfer this Agreement or the rights or obligations hereunder, either in whole or in part, whether voluntarily or by operation of law, without the prior written consent of VMT, which consent may be withheld in VMT’s sole discretion; and any attempted transfer or assignment is null and void and shall be deemed a material breach of this Agreement.

 

16.     Relationship of the Parties. Each of the parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other.  Nothing stated in this Agreement will be construed as creating the relationships of joint venturers, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent.  Developer will be solely responsible for all costs, expenses and losses associated with its use of the RAMP Platform.

 

17.     Term and Termination. This Agreement shall commence upon Developer downloading or using any part of the RAMP Platform and shall continue in perpetuity until terminated by either party giving written notice to the other, or automatically if Developer fails to comply with any term of this Agreement. Upon termination of this Agreement or upon VMT’s written request, Developer shall immediately ceasing using the RAMP Platform.

 

18.     General Legal Provisions. This Agreement constitutes the entire agreement between the parties and no modification will be valid unless agreed to by both parties. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired. This Agreement shall be governed and controlled by the laws of the Republic of South Africa, and the parties agree to the sole jurisdiction of the Western Cape High Court, Cape Town, in relation to any dispute arising out of this agreement.