Terms and Conditions

  1. INTRODUCTION
    1. These terms and conditions (as updated or restated from time to time, these "Terms") regulate the basis on which Healthcent Proprietary Limited trading as Signapps ("Signapps", "we", "our" or "us") will permit you (the "User", "you") to access the Services via the Signapps Platform (each as defined herein), along with ancillary matters.
    2. Please read these Terms carefully before accessing, downloading or using the Services.
    3. Signapps will only grant you access to the Services and/or to the Signapps Platform if you accept these Terms. By accessing, downloading or otherwise using in any manner whatsoever, the Signapps Platform and/or the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access, download or otherwise use in any manner whatsoever, the Signapps Platform and/or or the Services. You must immediately remove or delete any part of the Services you have downloaded onto a mobile device if you do not agree to these Terms.
    4. If you are an employee, consultant or contractor acting on behalf of an entity, your agreement to these terms and conditions will be deemed to be the agreement of that entity. You and/or any entity for which you act on behalf of, represent and warrant that you have authority or have been granted authority to bind the entity concerned to these Terms.
    5. Notwithstanding anything to the contrary in these Terms, these Terms apply to any executed written service agreement between you and Signapps that governs access to or use of the Services. If you and Signapps have executed a written service agreement, then to the extent that there is any conflict between these Terms and such agreement, the provisions of the service agreement will apply. Termination of any such service agreement shall not affect the continued operation of these Terms.
  2. DEFINITIONS
    In these Terms, the following words and phrases have the meanings assigned to them below, unless the context clearly indicates otherwise -
    1. "Business Day" - any day that is not a Saturday, Sunday or official public holiday in the Republic of South Africa;
    2. "Carespace" - a secure and restricted area in which conversations between users in that Carespace take place;
    3. "Confidential Information" - all information/data, of any nature, of a Party ("Disclosing Party") that is obtained or learned by or disclosed to the other Party ("Receiving Party"), whether orally, electronically, in writing, by inspection of tangible objects (including documents or prototypes), or in any other medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes all UserData containing personally identifiable information;
    4. "Customer" - The party contracted with Healthcent to use the Services of the Healthcent Platform. The Customer is the entity that owns and controls the Signapps Carespace;
    5. "Effective Date" - the date on which the User accepts these Terms, provided that the User will be deemed to have accepted these Terms by using any of the Services (and the use of the Services will be regulated thereby), notwithstanding that no written agreement may have been entered into;
    6. "GDPR" - The General Data Protection Regulation (EU) 2016/679 (GDPR) is a regulation in EU law on data protection and privacy in the European Union (EU) and the European Economic Area (EEA);
    7. "ECTA" - Electronic Communications and Transactions Act, No. 25 of 2002, as amended from time to time;
    8. "Healthcare Professionals" - Means a natural person who is licensed to provide services of a clinical or administrative nature to patients. These include but are not limited to people that are General Practitioners, Specialists, Allied Professional, Nurses, Administrative, Medical Material/Equipment Supply or Pharmaceutical Enterprises and Payers Personnel involved in the coordination of care of Patients in the Customer's facilities and/or care.
    9. "HPCSA Guidelines" - Health Professions Council of South Africa guidelines on keeping of patient records, as amended from time to time;
    10. "IP" means collectively, patents, copyright, trademarks, logos, style, name, slogans, designs, models, methodologies, inventions, know-how, trade/business secrets and any other intellectual property used or held, present or future, in regard to a Party's business (whether registered or unregistered, applications for, or rights to obtain or use);
    11. "NHA" - the National Health Act, No. 61 of 2003, as amended from time to time;
    12. "Parties" - Signapps and the User and "Party" means any one of them as the context may require;
    13. "POPI" - the Protection of Personal Information Act, No. 4 of 2013, as amended from time to time;
    14. "PI" - Personal Information
    15. "Privacy Notice" - This Privacy Notice describes our privacy practices to assist you to understand what personal data we collect, use, share and transfer and to inform you about the control and choices you can make in respect of your personal data and is available on our website (www.getsignapps.com);
    16. "Services" - the communication and other services provided by Signapps to the User from time to time, including using the Signapps Platform (references in these Terms to the Services, being deemed to include reference to use of the Signapps Platform for the purposes of the Services) in all events only to the extent of the Limited Rights (as defined below);
    17. "Signapps App" - Signapps's mobile or desktop application used for the Services, including any and all IP therein;
    18. "Signapps Carespace" - A Signapps Carespace is a secure and restricted area for a Customer in which communication and sharing of data between healthcare practitioners (Users) in that Carespace take place
    19. "Signapps Platform" - includes:
      (a) the Signapps App;
      (b) any and all of Signapps's websites or webpages from time to time; and
      (c) including, relating to all or any of the aforegoing, any and all any IP, software, source code, object code, applications, application programming, interfaces, documentation, updates, upgrades, maintenance releases, and/or bug fixes provided by or for Signapps in any form or media from time to time; and
    20. "Sub Processors" - affiliates and other third parties that we use to process personal data on your behalf;
    21. "Term" - the period between the Effective Date and the date on which the User stops using the Services;
    22. "User Data" - all data, text, information, screen names, graphics, photos, profiles, audio and video clips, links and other content and materials that you submit, post, display and transmit using the Services;
    23. "User" - an individual person that uses the Services, such as a Healthcare Professional
  3. PERMITTED USE AND RESTRICTIONS
    1. Subject to these Terms, Signapps grants to you a non-exclusive, non-sub-licensable, non-transferable, limited duration and limited scope right and license (the "Limited Rights") to use the Services (via the Signapps Platform) in accordance with Signapps's applicable user documentation read with and subject to these Terms (which will control in respect of a conflict, to the extent of that conflict), during the applicable Term.
    2. Unless otherwise stated in these Terms and save to the extent of the Limited Rights (and no further), Signapps does not grant you any license or other rights in or to the Services, the Signapps Platform, software, the IP or any other proprietary technology, material or information made available to you through the Services or otherwise in connection with these Terms (collectively, the "Signapps Technology"), and all such rights are hereby expressly reserved.
    3. You acknowledge that Signapps owns all rights, title and interest in and to the Services, and all and any of the Signapps Technology, including, in respect thereof and/or arising therefrom, all patent, copyright, trade secrets, trade marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered, and including all granted registrations and all pending applications for registration in respect of any of the same ("IP Rights"), as well as:
      (a) all feedback and other information (except for Customer Data) provided to Signapps by you; and
      (b) all transactional, performance, derivative data and metadata generated in connection with the Services.
    4. You are responsible for all activity occurring under your account and shall comply with all applicable laws and regulations in connection with your use of the Services, including the provision of User Data to Signapps.
    5. You shall use the Services in accordance with these Terms. You shall ensure the security of all login details issued to you by us from time to time.
    6. You shall promptly notify Signapps of any unauthorized use of your account, any password to your account, or any other act or omission that would constitute a breach or violation of these Terms. A breach of any of these Terms may result in the termination of your account and your inability to access or use the Services.
    7. We will not be liable for any loss, damages, liabilities, costs (including legal costs and experts' fees), claims, charges, expenses, payments or penalties, including an consequential losses suffered by you ("Loss") arising out of or otherwise connected to the unauthorised use of your account and you hereby indemnify us against any Loss that you may suffer in this regard.
    8. We reserve the right to refuse the provision of the Services to anyone for any reason at any time. We may (but have no obligation to) remove content and accounts containing content that we determine, in our sole discretion, is unlawful, offensive, threatening, defamatory, obscene or otherwise objectionable. While Signapps prohibits certain conduct and content, you understand and agree that Signapps is not responsible for the content transmitted between users of the Services. Notwithstanding these Terms, you acknowledge that you may still be exposed to offensive or unlawful content and agree you assume these risks and use the Services at your own risk.
    9. Signapps reserves the right to reclaim names and keywords from you and others on behalf of businesses or individuals that may hold a legal claim or a trademark right in those words, as determined by Signapps in its sole discretion. "Signapps App", "Signapps", "Carespace", "Patient Thread" and other Signapps graphics, logos, designs, page headers, button icons, scripts and service names are trademarks in the Republic of South Africa. Our trademarks and trade names, as well as third party trademarks, logos and service marks used in conjunction with the Services, may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Signapps.
  4. USER ACKNOWLEDGEMENT
    You agree that -
    1. the Services are intended to deliver non-critical, non-emergency communications and information between users as a convenience to facilitate communications;
    2. the Services are dependent upon a number of factors outside the control of Signapps, including the operation of third party provided hardware and network services;
    3. the Services are not a substitute for any of User's current procedures for administering and safeguarding medical treatment and/or medicine;
    4. there may be communication failures or delays in the delivery or receipt of properly sent communications through the Signapps App;
    5. the Services are not intended or suitable for use in situations where the failure of, time delay of, or errors or inaccuracies in, the content, data or information provided through the Services could lead to death, personal injury or property damage;
    6. you shall not interfere with or disrupt the Services or any third party services or networks linked thereto, including by knowingly or unknowingly transmitting any virus onto such online portals; and
    7. the Services may need to be taken offline for planned maintenance or for other unforeseen reasons from time to time during which Users will not be able to access the Services. We will endeavour to inform you in advance of such events occurring, where possible. You acknowledge and agree that we cannot be held liable for any Loss caused by such interruption of the Services or in the event that the Services are terminated.
  5. SERVICE UPDATES
    1. By using the Services, the User grants Signapps permission to send them messages regarding the Services, its features, service alerts, and network activity.
    2. Notwithstanding the foregoing, it is User's responsibility to register for updates from, and/or regularly check Signapps's webpages at www.getsignapps.com for updates with respect to the Services. User's continued use of the Services after such updates will constitute its acceptance of the changes.
  6. TERM AND TERMINATION
    1. These Terms shall be effective from the Effective Date and shall remain in effect for the Term.
    2. Upon termination, you shall no longer be permitted to use or access the Services. Clauses 9, 10, 11, 17, 18, 19, 21and 22shall survive the termination.
  7. PRIVACY
    1. Signapps shall endeavour to abide by all applicable privacy laws in connection with the operation of the Services, including the ECTA, GDPR, POPI, NHA and HPCSA Guidelines.
    2. Healthcent is committed to respecting the privacy of your, and your customer's, personal information. To demonstrate its commitment to provide effective processes for the appropriate handling of personal information, Healthcent has adopted, for application in its business dealings, the policies set out in the remaining provisions of this clause 7, which together with its Privacy Notice available in the privacy section of our website (www.getsignapps.com) constitute its privacy policy.
    3. For the purpose of business communications, administration and transacting, improving the Services, creating products or services that may meet your future requirements and/or delivering targeted advertising to you within Signapps's current and future web portals as well as current and future releases of the Signapps App, we may collect and use personal information, which may include (but not be limited to): your name, address, telephone number, email and/or account details, location, and your use of the Services.
    4. Signapps may, and you authorise and consent thereto, monitor and/or record your use of the Services and, for business purposes to the extent permitted by law, including for quality control and training, marketing and to improve the Services.
    5. Signapps will not distribute any of your personal information or User Data, to third parties, unless this is required to deliver the Services to you. In addition, Signapps may be obligated to disclose personal information to meet any legal or regulatory requirements of applicable laws. Signapps will not sell your personal information to third parties unless you give us your specific permission to do so.
    6. Signapps has implemented technology, policies and processes aimed at protecting the confidentiality, integrity and availability of your personal information and User Data. We will update and refine these measures on an ongoing basis. Please note that Signapps cannot be responsible for the privacy policies and practices of other websites you may access using links from the Signapps website www.getsignapps.com or the Signapps App. We recommend that you check the policy of each site you visit and that you contact that specific organisation if you have any concerns or questions. Please be aware that internet communications are inherently insecure unless they have been encrypted. Your communications may be routed through any number of countries before reaching our website. Signapps therefore assumes no responsibility or liability of any nature whatsoever for the interception or loss of personal information beyond our control.
    7. We may store some information (commonly known as a "cookie") on your computer when you visit our website. This enables Signapps to recognise you during subsequent visits. The type of information gathered is non-personal (such as: the IP address of your computer, the date and time of your visit, which pages you browsed and whether the pages have been delivered successfully. Apart from merely establishing basic connectivity and communications, Signapps may also use this data in aggregate form to develop customised services - tailored to your individual interests and needs. Should you choose to do so, it is possible (depending on the browser you are using), to be prompted before accepting any cookies, or to prevent your browser from accepting any cookies at all. This will however cause certain features of the Signapps website not to be accessible.
    8. Healthcent reserves the right to amend or modify the privacy statement in these Terms and/or our Privacy Notice at any time.
  8. YOUR DATA AND COMMUNICATION
    1. As between you and Signapps, we will not acquire any rights in User Data. Signapps shall only use User Data to fulfil its contractual obligations.
    2. You shall be fully liable and responsible to ensure that the User Data does not violate any law, regulation or the terms herein, and that you have procured the necessary consents to upload any and all User Data, particularly where such User Data relates to persons under the age of 18.
    3. By using the Services, you consent to Signapps processing and storing your User Data on cloud based databases in Europe.
    4. Your User Data and other Confidential Information it receives from you may include personal information ("PI") as defined in POPI and GDPR. Both parties undertake, as far as they are able, that they shall:
      1. secure the integrity and confidentiality of any PI in its possession or under its control by taking appropriate technical and organisational measures to protect the PI against and prevent
        (a) loss of, damage to or unauthorised destruction of PI and
        (b) unlawful access to or processing of thereof (via disclosure, use or otherwise), having regard to generally accepted information security practices and procedures;
      2. ensure that the PI is only accessible to such personnel who need to have access to the PI in terms of these Terms; and
      3. immediately notify the other party in writing of any reasonably suspected unauthorised access to the PI and any instances or abnormalities in relation to the accessing of and processing of the PI.
      We will take reasonable steps to protect your User Data from loss, misuse, unauthorised access, disclosure, alteration and destruction. However, no internet transmission is ever fully secure or error free and your use of the Services is at your own risk and we will not be liable for any loss misuse, unauthorised access, disclosure, alteration and destruction in this regard, unless occasioned due to gross negligence or wilful misconduct.
    5. Healthcent will retain encrypted records of all your communication through the Services on its servers. The onus is on you, the User to retain or delete User Data within the parameters defined in POPI or GDPR or any applicable laws applicable to your jurisdiction. The Signapps Platform provides you with the capability to retain or delete the Customer data in line with our Privacy Notice available on our website (www.getsignapps.com).
    6. You acknowledge and agree that we may retain our affiliates and other third parties to further process personal data on your behalf (as "Subprocessors") in connection with the provision of the Services having imposed on such Subprocessors the same data protection obligations as are imposed on us under these Terms and Conditions. We maintain a current list of our Subprocessors in our Privacy Notice on our website (www.getsignapps.com) which we will update at least 30 days before the addition or replacement of any Subprocessors.
    7. You shall ensure that all applicable data protection laws in your jurisdiction (including but not limited to the ECTA, POPI, GDPR, NHA and HPCSA Guidelines) is adhered to by you. You hereby indemnify us against any third party claims and/or statutory penalties made against and/or imposed upon us due a contravention by you of the aforementioned laws.
  9. CONFIDENTIAL INFORMATION
    1. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose other than performance or enforcement of these Terms without the Disclosing Party's prior written consent.
    2. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same standard of care that it applies to its own proprietary, secret or confidential information and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof.
    3. The Receiving Party's confidentiality obligations in this clause 9 shall not apply to information that:
      (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
      (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
      (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or
      (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
    4. If Receiving Party is compelled by law to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, if Disclosing Party wishes to contest the disclosure.
  10. DISCLAIMER
    1. To the extent permitted by law:
      (a) use of the Services is at your sole risk;
      (b) the Services are provided "as is" and we disclaim liability for any damages that the Services may cause to you or any other person (whether through malware, defects in the Signapps App or otherwise).
    2. Signapps does not warrant that:
      (a) the Services will meet your requirements;
      (b) the operation of the Services will be uninterrupted or error free;
      (c) there will be no interference with your enjoyment of the Services; or
      (d) the Services will be compatible or work with any third party services or applications.
    3. You acknowledge that:
      (a) installation of the Services may affect the usability of third party services or applications; and
      (b) the services are not intended or suitable for use in situations where the failure or time delay of, or errors or inaccuracies in, the content, data or information provided by the services could lead to death, personal injury, or severe physical or property damage.
    4. To the extent permitted by law, Signapps disclaims and excludes (and you release Signapps from any claims or liability arising from or in respect of) all warranties, representations, conditions and other terms of any kind, express or implied and whether arising by statute, common law or otherwise (including all implied warranties and conditions of non-infringement, merchantability, fitness for a particular purpose and all other implied warranties or conditions arising from course of dealing, usage of trade or custom or otherwise ).
  11. INDEMNIFICATION AND RELEASE
    Notwithstanding anything to the contrary set out in these Terms, you indemnify and hold Signapps harmless against all and any loss, liability, actions, suites, proceedings, costs, demands and damages of any kind, (including direct, indirect, special or consequential damages), and whether in an action based on contract, negligence or any other action, arising out of your use of the Services or any aspect of them or otherwise arising out of these terms.
  12. LIMITATION OF LIABILITY
    1. Unless otherwise permitted by law, in no event shall Signapps, its officers, directors, shareholders, subsidiaries, affiliates, employees and agents be liable for any consequential loss arising out of your use of the Services.
    2. You assume total responsibility for your use of the Services. The maximum liability of Signapps, its officers, directors, shareholders, subsidiaries, affiliates, employees and agents in respect of any claims which may arise in respect of the Services shall be limited to the fees charged for these Services during the Term or a period of one year, whichever is the lesser.
  13. ENTIRE AGREEMENT
    These Terms contain the entire agreement between the Parties relating to the matters provided for in these Terms and neither Party shall be bound by any undertakings, representations, warranties, promises or the like not recorded in these Terms.
  14. WAIVER
    1. No indulgence which either Party may grant to the other under these Terms shall constitute a waiver of any rights of the grantor.
    2. No waiver of any of these Terms will be binding or effective for any purpose unless expressed in writing and signed by the Party giving such waiver. Any such waiver will be effective only in the specific instance and for the purpose given.
  15. TERMINATION
    1. Signapps may terminate the Services on one months' notice.
    2. If any Party is in breach of any of these Terms, the other Party may, by written notice require the Party that is in breach to remedy such breach. If the breach is not been remedied within 7 days of receipt of such notice, or if the breach is incapable of being remedied, the other Party may in writing terminate the Services without prejudice to its right to claim damages arising from such breach.
    3. Signapps may terminate the Services in the event of changes to the laws, regulations, or the shareholding/group structure that would render such services illegal or in conflict with its internal rules.
  16. EQUITABLE RELIEF
    The Parties agree that a material breach of these Terms adversely affecting Signapps's IP Rights in the Services or its Confidential Information may cause irreparable injury to Signapps for which monetary damages would not be an adequate remedy and Signapps shall be entitled to equitable relief in addition to any remedies it may have under these Terms or at law.
  17. ASSIGNMENT
    Neither Party may cede any of its rights or delegate any of its obligations under these Terms without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
  18. GOVERNING LAW
    These Terms shall be governed and construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
  19. DISPUTE RESOLUTION
    1. The Parties accept that disputes may arise between them during the Term.
    2. Any dispute that arises or may arise, shall be referred to a joint committee comprising a director of Signapps and the User, or persons of equivalent standing, who will use their best endeavours to resolve the dispute within 14 days of the dispute having been referred to them.
    3. Should the joint committee be unable to resolve a dispute, such dispute will be submitted to and decided by arbitration in terms of clause 20 below.
  20. ARBITRATION
    1. Any dispute which may arise at any time between the Parties relating to any matter arising out of these Terms or the interpretation thereof, shall be finally resolved in accordance with the rules of the Arbitration Foundation of Southern Africa ("AFSA") by an arbitrator or arbitrators appointed by AFSA.
    2. Either Party may demand that a dispute be referred to arbitration by giving written notice to that effect to the other Party.
    3. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
    4. The arbitration referred to in this clause 20 shall be held in Cape Town in the English language; and immediately and with a view to it being completed within 21 days after it is demanded.
    5. The Parties irrevocably agree that the decision in the arbitration proceedings shall be final and binding upon the Parties; shall be carried into effect; and may be made an order of any court of competent jurisdiction.
    6. The provisions of clauses 19 and 20 shall not preclude the Parties from obtaining urgent interim relief from any court of competent jurisdiction.
  21. FORCE MAJEURE
    1. Neither Party shall be liable for any failure to fulfil its obligations under these Terms if and to the extent such failure is caused by any circumstances beyond its reasonable control not occasioned by that Party's fault, negligence or breach of an obligation imposed on it in law or pursuant to these Terms including flood, fire, earthquake, war, hurricane, industrial action, government restrictions, pandemics, disruption of the supply of electricity, or acts of God but will exclude lack of available funds (whether arising from the aforegoing or otherwise, no Party being entitled to relief under this clause 21.1 in respect of its payment obligations).
    2. Should either Party be unable to fulfil a material part of its obligations under these Terms for a period in excess of 60 days due to circumstances beyond its reasonable control, as recorded in this clause, the other Party may at its sole discretion terminate the Services.
  22. JURISDICTION
    Subject to clauses 19 and 20 above, the Parties consent to the jurisdiction of the High Court of South Africa (Western Cape High Court), in any dispute arising from or in connection with these Terms.
  23. SEVERABILITY
    1. Each provision of these Terms is, notwithstanding the grammatical relationship between that provision and the other provisions, severable from the other provisions.
    2. Any provision of these Terms which is or becomes invalid, unenforceable or unlawful shall be severed from the balance of these Terms to the extent that it is so invalid, unenforceable or unlawful, without invalidating or affecting the remaining provisions, which shall remain of full force and effect
    3. The Parties declare that it is their intention that these Terms would be executed without such invalid, unenforceable or unlawful provision if they had been aware of such invalidity, unenforceability or unlawfulness at the time of the execution of these Terms.
  24. EXCLUSIVE PLATFORM
    1. The User acknowledges that the Signapps App and any additional Signapps Platform Service is for the exclusive use of and is used exclusively by Health Care Professionals.
    2. The Signapps App provides the User with the capability to invite other users onto the User's Carespace. The User agrees that they will take all reasonable measures to ensure that any person invited onto the User's Signapps Carespace is a Healthcare Professional as defined in this agreement.
    3. Signapps will limit usage of the Services to persons We deem to be Healthcare Professionals using methods of our choosing.
    4. Signapps may, at Our discretion, request documentation to verify the User is a Healthcare Professional. The User warrants that any documents or other information provided for the purposes of identity verification are true and accurate to the best of their knowledge.
    5. It is the responsibility of the User to be vigilant about who they communicate with using the Services, and to inform Signapps if they become aware of any other User misrepresenting themselves as a Healthcare Professional.
  25. INTERPRETATION
    For purposes of this these Terms
    (a) the words "include", "includes "and "including" will be deemed to be followed by the words "without limitation";
    (b) the word "or" is not exclusive; and
    (c) the words "herein", "hereof", "hereby", "hereto" and "hereunder" refer to this these Terms as a whole. The definitions given for any defined terms in these Terms will apply equally to both the singular and plural forms of the terms defined.
    Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein:
    (x) to Exhibits and Sections mean the Exhibits and Sections of this these Terms;
    (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and
    (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.