Terms and Conditions

Your Relationship with Toodu
1. Your use of Toodu's products, software, services and web sites (referred to collectively as the "Services") is subject to these "Terms" (a legal agreement between you and Toodu). "Toodu" is the trading name of Global Pact Trading 794 (Pty) Ltd whose principal place of business is Newlands on Main, Newlands, Cape Town, South Africa.
2. Unless otherwise agreed in writing with Toodu, your agreement with Toodu will always include, at a minimum the Terms, and may also include the Toodu Privacy Policy and/or the Toodu Code of Conduct.

Accepting the Terms
1. In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by (a) clicking to accept or agree to the Terms or (b) by using the Services. In this case, you understand and agree that Toodu will treat your use of the Services as acceptance of the Terms from that point onwards.
2. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Toodu, or (b) you are a person barred from receiving the Services under the laws of the South Africa or other countries including the country in which you are resident or from which you use the Services.

Provision of the Services by Toodu
1. Toodu may set up subsidiaries and affiliated legal entities ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of Toodu itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
2. Toodu is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Toodu provides may change from time to time without prior notice to you.
3. As part of this continuing innovation, you acknowledge and agree that Toodu may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Toodu's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Toodu when you stop using the Services.
4. You acknowledge and agree that if Toodu disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
5. You acknowledge and agree that while Toodu may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service;such fixed upper limits may be set by Toodu at any time.

Use of the Services by You
1. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Toodu will always be accurate, correct and up to date.
2. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from South Africa or other relevant countries).
3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Toodu, unless you have been specifically allowed to do so in a separate agreement with Toodu.
4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5. Unless you have been specifically permitted to do so in a separate agreement with Toodu, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
6. You agree that you are solely responsible for (and that Toodu has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Toodu may suffer) of any such breach.

Your Passwords and Account Security
1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
2. Accordingly, you agree that you will be solely responsible to Toodu for all activities that occur under your account.
3. If you become aware of any unauthorised use of your password or of your account, you agree to notify Toodu immediately at support@toodu.co.za

Privacy and your Personal Information
1. For information about Toodu's data protection practices, please read Toodu's privacy policy. This policy explains how Toodu treats your personal information, and protects your privacy, when you use the Services.
2. You agree to the use of your data in accordance with Toodu's privacy policies.

Content in the Services
1. Toodu reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service should it be seen to offensive in any way.
2. Despite Toodu's best efforts, you understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
3. You agree that you are solely responsible for (and that Toodu has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Service.

Proprietary rights
1. You acknowledge and agree that Toodu (or Toodu's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Toodu and that you shall not disclose such information without Toodu's prior written consent.
2. Unless you have agreed otherwise in writing with Toodu, nothing in the Terms gives you a right to use any of Toodu's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
3. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Toodu, in writing.
4. Unless Toodu has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software

Content Licence from You
1. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Toodu a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This licence is for the sole purpose of enabling Toodu to display, distribute and promote the Services.
2. You agree that this licence includes a right for Toodu to make such Content available to other companies, organisations or individuals with whom Toodu has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
3. You understand that Toodu, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media;and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Toodu to take these actions.
4. You confirm and warrant to Toodu that you have all the rights, power and authority necessary to grant the above licence.

Software Updates
1. The Software which you use may automatically download and install updates from time to time from Toodu. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Toodu to deliver these to you) as part of your use of the Services.

Ending your relationship with Toodu
1. The Terms will continue to apply until terminated by either you or Toodu as set out below.
2. If you want to terminate your legal agreement with Toodu, you may do so by closing your accounts for all of the Services which you use.
3. Toodu may at any time, terminate its legal agreement with you if: (a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms);or (b) Toodu is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);or (c) the partner with whom Toodu offered the Services to you has terminated its relationship with Toodu or ceased to offer the Services to you;or (d) Toodu is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service;or (e) the provision of the Services to you by Toodu is, in Toodu's opinion, no longer commercially viable.
4. Nothing in this Section shall affect Toodu's rights regarding provision of Services under Section 4 of the Terms.
5. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Toodu have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

Exclusion of Warranties
1. The Services are provided "as is" and Toodu, its Subsidiaries and Affiliates, and its licensors give you no warranty with respect to them.
2. In particular, Toodu, its Subsidiaries and Affiliates, and licensors do not represent or warrant to you that: (a) your use of the Services will meet your requirements, (b) your use of the Services will be uninterrupted, timely, secure or free from error, (c) any information obtained by you as a result of your use of the Services will be accurate or reliable, and (d) that defects in the operation or functionality of any Software provided to you as part of the Services will be corrected.
3. Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive

Limitation of Liability
1. Nothing in these Terms shall exclude or limit Toodu's liability for losses which may not be lawfully excluded or limited by applicable law.
2. Toodu, its Subsidiaries and Affiliates, and its licensors shall not be liable to you for: (A) any indirect or consequential losses which may be incurred by you. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you;(b) any loss or damage which may be incurred by you as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;(ii) any changes which Toodu may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);(iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services;(iv) your failure to provide Toodu with accurate account information;(v) your failure to keep your password or account details secure and confidential;
3. The limitations on Toodu's liability to you in paragraph 15.2 above shall apply whether or not Toodu has been advised of or should have been aware of the possibility of any such losses arising.

Advertisements
1. Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
2. The manner, mode and extent of advertising by Toodu on the Services are subject to change without specific notice to you.
3. In consideration for Toodu granting you access to and use of the Services, you agree that Toodu may place such advertising on the Services.
4. Users who place advertising content or messages on the site agree to comply with the Toodu Code of Conduct which forms part of these Terms.

Other content
1. The Services may include hyperlinks to other web sites or content or resources. Toodu may have no control over any web sites or resources which are provided by companies or persons other than Toodu.
2. You acknowledge and agree that Toodu is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
3. You acknowledge and agree that Toodu is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Changes to the Terms
1. Toodu may make changes to the Terms from time to time. When these changes are made, Toodu will make a new copy of the Terms available at www.toodu.co.za/home/termsandconditions

You understand and agree that if you use the Services after the date on which the Terms have changed, Toodu will treat your use as acceptance of the updated Terms or Additional Terms.

November 2010