TERMS AND CONDITIONS
Last
updated July 28, 2022
TABLE OF
CONTENTS
These Terms of Use constitute a legally binding agreement made between you, whether personally
or
on behalf of an entity (“you”) and
Eminify Technologies Limited
("
Company
,"
“we,"
“us," or “our”), concerning your
access to and use of the
https://eminify.com/
website
as well as any other media form, media channel, mobile website or
mobile
application related, linked, or otherwise connected thereto
(collectively, the “Site”).
We are registered in
Nigeria
and have our registered office at Plot 3494, Logone Close, Nile
Street
, Maitama
,
Abuja
23409
.
You agree that by accessing the Site, you have read,
understood, and agreed to be bound by all of these Terms of Use.
IF
YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE
EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST
DISCONTINUE
USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time
are
hereby expressly incorporated herein by reference. We reserve the
right,
in our sole discretion, to make changes or modifications to these
Terms
of Use from time to time. We will alert you about any changes
by
updating the “Last updated” date of these Terms of Use, and you
waive
any right to receive specific notice of each such change. Please
ensure
that you check the applicable Terms every time you use our Site so
that
you understand which Terms apply. You will be subject to, and will
be
deemed to have been made aware of and to have accepted, the changes
in
any revised Terms of Use by your continued use of the Site after the
date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person
or
entity in any jurisdiction or country where such distribution or use
would be contrary to law or regulation or which would subject us to
any
registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other
locations do so on their own initiative and are solely responsible
for
compliance with local laws, if and to the extent local laws are
applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance
Portability
and Accountability Act (HIPAA), Federal Information Security
Management
Act (FISMA), etc.), so if your interactions would be subjected to
such
laws, you may not use this Site. You may not use the Site in a way
that
would violate the Gramm-Leach-Bliley Act (GLBA).
The
Site is intended for users who are at least 13 years
of
age. All users who are minors in the jurisdiction in
which they reside (generally under the age of 18)
must
have the permission of, and be directly supervised
by,
their parent or guardian to use the Site. If you are
a
minor, you must have your parent or guardian read
and
agree to these Terms of Use prior to you using the
Site.
2. INTELLECTUAL
PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary
property and all source code, databases, functionality, software,
website
designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and
logos
contained therein (the “Marks”) are owned or controlled by us or
licensed to
us, and are protected by copyright and trademark laws and various
other
intellectual property rights and unfair competition laws of the
United
States, international copyright laws, and international conventions.
The
Content and the Marks are provided on the
Site “AS IS” for your information and personal use only. Except as
expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied,
reproduced,
aggregated, republished, uploaded, posted, publicly displayed,
encoded,
translated, transmitted, distributed, sold, licensed, or otherwise
exploited
for any commercial purpose whatsoever, without our express prior
written
permission.
Provided that you are eligible to use the Site, you are
granted a limited license to access and use the Site and to download
or
print a
copy of any portion of the Content to which you have properly gained
access
solely for your personal, non-commercial use. We reserve all rights
not
expressly granted to you in and to the Site, the Content and the
Marks.
By
using the Site, you represent and warrant that:
(1)
all
registration information you submit will be true,
accurate, current, and complete; (2)
you
will maintain the accuracy of such information and
promptly update such registration information as
necessary
;
(3)
you have the legal capacity and you agree to
comply
with these Terms of Use;
(4)
you are not under the age of
13;
(5) you are not a
minor in the jurisdiction in which you reside
, or if a minor, you have received
parental permission to use the Site
; (6) you will not
access the Site through automated or non-human means, whether
through a bot, script, or otherwise; (7) you will not
use
the Site for any illegal or unauthorized purpose; and
(8) your use of
the
Site will not violate any applicable law or
regulation.
If
you provide any information that is untrue, inaccurate, not
current,
or incomplete, we have the right to suspend or terminate your
account and refuse any and all current or future use of the Site
(or
any portion thereof).
You
may be required to register with the Site. You agree to
keep
your password confidential and will be responsible for
all
use of your account and password. We reserve the right
to
remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is
inappropriate, obscene, or otherwise
objectionable.
You
may not access or use the Site for any purpose other than that
for
which we make the Site available. The Site may not be used in
connection with any commercial endeavors except those that are
specifically endorsed or approved by us.
As
a user of the Site, you agree not to:
- Systematically
retrieve data or other content from the Site to
create
or compile, directly or indirectly, a collection,
compilation, database, or directory without written
permission from us.
- Trick,
defraud, or mislead us and other users,
especially in any attempt to learn
sensitive
account information such as user
passwords.
- Circumvent,
disable, or otherwise interfere with
security-related features of the Site,
including features that prevent or
restrict
the use or copying of any Content or
enforce
limitations on the use of the Site
and/or
the Content contained
therein.
- Disparage,
tarnish, or otherwise harm, in our
opinion,
us and/or the
Site.
- Use
any information obtained from the Site
in
order to harass, abuse, or harm another
person.
- Make
improper use of our support services or
submit false reports of abuse or
misconduct.
- Use
the Site in a manner inconsistent with
any
applicable laws or
regulations.
- Engage
in unauthorized framing of or linking to
the
Site.
- Upload
or transmit (or attempt to upload or to
transmit) viruses, Trojan horses, or
other
material, including excessive use of
capital
letters and spamming (continuous posting
of
repetitive text), that interferes with
any
party’s uninterrupted use and enjoyment
of
the Site or modifies, impairs, disrupts,
alters, or interferes with the use,
features, functions, operation, or
maintenance of the
Site.
- Engage
in any automated use of the system, such
as
using scripts to send comments or
messages,
or using any data mining, robots, or
similar
data gathering and extraction
tools.
- Delete
the copyright or other proprietary
rights
notice from any
Content.
- Attempt
to impersonate another user or person or
use
the username of another
user.
- Upload
or transmit (or attempt to upload or to
transmit) any material that acts as a
passive or active information collection
or
transmission mechanism, including
without
limitation, clear graphics interchange
formats (“gifs”), 1×1 pixels, web bugs,
cookies, or other similar devices
(sometimes
referred to as “spyware” or “passive
collection mechanisms” or
“pcms”).
- Interfere
with, disrupt, or create an undue burden
on
the Site or the networks or services
connected to the
Site.
- Harass,
annoy, intimidate, or threaten any of
our
employees or agents engaged in providing
any
portion of the Site to
you.
- Attempt
to bypass any measures of the Site
designed
to prevent or restrict access to the
Site,
or any portion of the
Site.
- Copy
or adapt the Site’s software, including
but
not limited to Flash, PHP, HTML,
JavaScript,
or other
code.
- Except
as permitted by applicable law,
decipher,
decompile, disassemble, or reverse
engineer
any of the software comprising or in any
way
making up a part of the
Site.
- Except
as may be the result of standard search
engine or Internet browser usage, use,
launch, develop, or distribute any
automated
system, including without limitation,
any
spider, robot, cheat utility, scraper,
or
offline reader that accesses the Site,
or
using or launching any unauthorized
script
or other
software.
- Use
a buying agent or purchasing agent to
make
purchases on the
Site.
- Make
any unauthorized use of the Site,
including
collecting usernames and/or email
addresses
of users by electronic or other means
for
the purpose of sending unsolicited
email, or
creating user accounts by automated
means or
under false
pretenses.
- Use
the Site as part of any effort to
compete
with us or otherwise use the Site and/or
the
Content for any revenue-generating
endeavor
or commercial
enterprise.
- Use
the Site to advertise or offer to sell
goods
and
services.
- Sell
or otherwise transfer your
profile.
6. USER
GENERATED CONTRIBUTIONS
The Site may
invite
you to chat, contribute to, or participate in blogs,
message boards, online forums, and other
functionality,
and may provide you with the opportunity to create,
submit, post, display, transmit, perform, publish,
distribute, or broadcast content and materials to us
or
on the Site, including but not limited to text,
writings, video, audio, photographs, graphics,
comments,
suggestions, or personal information or other
material
(collectively, "Contributions"). Contributions may
be
viewable by other users of the Site and through
third-party websites. As such, any Contributions you
transmit may be treated as non-confidential and
non-proprietary. When you create or make available
any
Contributions, you thereby represent and warrant
that:
- The
creation, distribution,
transmission, public display, or
performance,
and the accessing, downloading, or copying
of
your Contributions do not and will not
infringe
the proprietary rights, including but not
limited to the copyright, patent, trademark,
trade secret, or moral rights of any third
party.
- You
are the creator and owner of or have the
necessary licenses, rights, consents,
releases,
and permissions to use and to authorize us,
the
Site, and other users of the Site to use
your
Contributions in any manner contemplated by
the
Site and these Terms of Use.
- You
have the written consent, release, and/or
permission
of each and every identifiable individual person
in
your Contributions to use the name or likeness
of
each and every such identifiable individual
person
to enable inclusion and use of your
Contributions in
any manner contemplated by the Site and these
Terms
of Use.
- Your
Contributions are not false, inaccurate, or
misleading.
- Your
Contributions are not unsolicited or
unauthorized
advertising, promotional materials, pyramid
schemes,
chain letters, spam, mass mailings, or other
forms
of solicitation.
- Your
Contributions are not obscene, lewd, lascivious,
filthy, violent, harassing, libelous,
slanderous, or
otherwise objectionable (as determined by
us).
- Your
Contributions do not ridicule, mock, disparage,
intimidate, or abuse anyone.
- Your
Contributions are not used to harass or threaten
(in
the legal sense of those terms) any other person
and
to promote violence against a specific person or
class of people.
- Your
Contributions do not violate any applicable law,
regulation, or rule.
- Your
Contributions do not violate the privacy or
publicity rights of any third party.
- Your
Contributions do not violate any applicable law
concerning child pornography, or otherwise
intended
to protect the health or well-being of
minors.
- Your
Contributions do not include any offensive
comments
that are connected to race, national origin,
gender,
sexual preference, or physical handicap.
- Your
Contributions do not otherwise violate, or link
to
material that violates, any provision of these
Terms
of Use, or any applicable law or
regulation.
Any
use of the Site in violation of the foregoing
violates
these Terms of Use and may result in, among other
things, termination or suspension of your rights to
use
the Site.
By
posting your Contributions to any part of the Site
or making
Contributions accessible to the Site by
linking your account from the Site to
any of
your social networking accounts
, you automatically grant, and you represent
and
warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free,
fully-paid,
worldwide right, and license to host, use, copy,
reproduce, disclose, sell, resell, publish,
broadcast,
retitle, archive, store, cache, publicly perform,
publicly display, reformat, translate, transmit,
excerpt
(in whole or in part), and distribute such
Contributions
(including, without limitation, your image and
voice)
for any purpose, commercial, advertising, or
otherwise,
and to prepare derivative works of, or incorporate
into
other works, such Contributions, and grant and
authorize
sublicenses of the foregoing. The use and
distribution
may occur in any media formats and through any media
channels.
This
license will apply to any form, media, or technology
now
known or hereafter developed, and includes our use
of
your name, company name, and franchise name, as
applicable, and any of the trademarks, service
marks,
trade names, logos, and personal and commercial
images
you provide. You waive all moral rights in your
Contributions, and you warrant that moral rights
have
not otherwise been asserted in your
Contributions.
We
do not assert any ownership over your Contributions.
You
retain full ownership of all of your Contributions
and
any intellectual property rights or other
proprietary
rights associated with your Contributions. We are
not
liable for any statements or representations in your
Contributions provided by you in any area on the
Site.
You are solely responsible for your Contributions to
the
Site and you expressly agree to exonerate us from
any
and all responsibility and to refrain from any legal
action against us regarding your
Contributions.
We
have the right, in our sole and absolute discretion, (1) to
edit,
redact, or otherwise change any Contributions; (2) to
re-categorize
any Contributions to place them in more appropriate locations on
the
Site; and (3) to pre-screen or delete any Contributions at any
time
and for any reason, without notice. We have no obligation to
monitor
your Contributions.
8. GUIDELINES
FOR REVIEWS
We
may provide you areas on the Site to leave reviews or ratings.
When
posting a review, you must comply with the following criteria:
(1)
you should have firsthand experience with the person/entity
being
reviewed; (2) your reviews should not contain offensive
profanity,
or abusive, racist, offensive, or hate language; (3) your
reviews
should not contain discriminatory references based on religion,
race, gender, national origin, age, marital status, sexual
orientation, or disability; (4) your reviews should not contain
references to illegal activity; (5) you should not be affiliated
with competitors if posting negative reviews; (6) you should not
make any conclusions as to the legality of conduct; (7) you may
not
post any false or misleading statements; and (8) you may not
organize a campaign encouraging others to post reviews, whether
positive or negative.
We
may accept, reject, or remove reviews in our sole discretion. We
have absolutely no obligation to screen reviews or to delete
reviews, even if anyone considers reviews objectionable or
inaccurate. Reviews are not endorsed by us, and do not
necessarily
represent our opinions or the views of any of our affiliates or
partners. We do not assume liability for any review or for any
claims, liabilities, or losses resulting from any review. By
posting
a review, you hereby grant to us a perpetual, non-exclusive,
worldwide, royalty-free, fully-paid, assignable, and
sublicensable
right and license to reproduce, modify, translate, transmit by
any
means, display, perform, and/or distribute all content relating
to
reviews.
9. MOBILE
APPLICATION LICENSE
If you access the
Site via a mobile application, then we grant you a
revocable, non-exclusive,
non-transferable, limited right to install and use the
mobile application on
wireless electronic devices owned or controlled by you,
and
to access and use
the mobile application on such devices strictly in
accordance with the terms
and conditions of this mobile application license
contained
in these Terms of Use.
You shall not: (1) except as permitted by applicable
law,
decompile, reverse engineer, disassemble, attempt to
derive
the source code of, or decrypt the application; (2) make
any
modification,
adaptation, improvement, enhancement, translation, or
derivative work from the
application; (3) violate any applicable laws, rules, or
regulations in
connection with your access or use of the application;
(4)
remove, alter, or
obscure any proprietary notice (including any notice of
copyright or trademark)
posted by us or the licensors of the application; (5)
use
the application for
any revenue generating endeavor, commercial enterprise,
or
other purpose for
which it is not designed or intended; (6) make the
application available over a
network or other environment permitting access or use by
multiple devices or
users at the same time; (7) use the application for
creating
a product,
service, or software that is, directly or indirectly,
competitive with or in
any way a substitute for the application; (8) use the
application to send
automated queries to any website or to send any
unsolicited
commercial e-mail;
or (9) use any proprietary information or any of our
interfaces or our other
intellectual property in the design, development,
manufacture, licensing, or
distribution of any applications, accessories, or
devices
for use with the
application.
Apple
and
Android Devices
The following terms apply when you use a mobile
application obtained from either the Apple Store or
Google
Play (each an “App Distributor”) to access the Site: (1)
the
license granted to you for our mobile application is
limited
to a non-transferable license to use the application on
a
device that utilizes the Apple iOS or Android operating
systems, as applicable, and in accordance with the usage
rules set forth in the applicable App Distributor’s
terms of
service; (2) we are responsible for providing any
maintenance and support services with respect to the
mobile
application as specified in the terms and conditions of
this
mobile application license contained in these Terms of
Use
or as otherwise required under applicable law, and you
acknowledge that each App Distributor has no obligation
whatsoever to furnish any maintenance and support
services
with respect to the mobile application; (3) in the event
of
any failure of the mobile application to conform to any
applicable warranty, you may notify the applicable App
Distributor, and the App Distributor, in accordance with
its
terms and policies, may refund the purchase price, if
any,
paid for the mobile application, and to the maximum
extent
permitted by applicable law, the App Distributor will
have
no other warranty obligation whatsoever with respect to
the
mobile application; (4) you represent and warrant that
(i)
you are not located in a country that is subject to a
U.S.
government embargo, or that has been designated by the
U.S.
government as a “terrorist supporting” country and (ii)
you
are not listed on any U.S. government list of prohibited
or
restricted parties; (5) you must comply with applicable
third-party terms of agreement when using the mobile
application, e.g., if you have a VoIP application, then
you
must not be in violation of their wireless data service
agreement when using the mobile application; and (6) you
acknowledge and agree that the App Distributors are
third-party beneficiaries of the terms and conditions in
this mobile application license contained in these Terms
of
Use, and that each App Distributor will have the right
(and
will be deemed to have accepted the right) to enforce
the
terms and conditions in this mobile application license
contained in these Terms of Use against you as a
third-party
beneficiary thereof.
10. SOCIAL
MEDIA
As part of the functionality of the Site, you may
link
your account with online accounts you have with third-party service
providers (each such account, a “Third-Party Account”) by either: (1)
providing your Third-Party Account login information through the Site;
or
(2) allowing us to access your Third-Party Account, as is permitted
under
the applicable terms and conditions that govern your use of each
Third-Party
Account. You represent and warrant that you are entitled to disclose
your
Third-Party Account login information to us and/or grant us access to
your
Third-Party Account, without breach by you of any of the terms and
conditions that govern your use of the applicable Third-Party Account,
and
without obligating us to pay any fees or making us subject to any usage
limitations imposed by the third-party service provider of the
Third-Party
Account. By granting us access to any Third-Party Accounts, you
understand
that (1) we may access, make available, and store (if applicable) any
content that you have provided to and stored in your Third-Party Account
(the “Social Network Content”) so that it is available on and through
the
Site via your account, including without limitation any friend lists and
(2)
we may submit to and receive from your Third-Party Account additional
information to the extent you are notified when you link your account
with
the Third-Party Account. Depending on the Third-Party Accounts you
choose
and subject to the privacy settings that you have set in such
Third-Party
Accounts, personally identifiable information that you post to your
Third-Party Accounts may be available on and through your account on the
Site. Please note that if a Third-Party Account or associated service
becomes unavailable or our access to such Third Party Account is
terminated
by the third-party service provider, then Social Network Content may no
longer be available on and through the Site. You will have the ability
to
disable the connection between your account on the Site and your
Third-Party
Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE
THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS
IS
GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE
PROVIDERS. We make no effort to review any Social Network Content for
any
purpose, including but not limited to, for accuracy, legality, or
non-infringement, and we are not responsible for any Social Network
Content.
You acknowledge and agree that we may access your email address book
associated with a Third-Party Account and your contacts list stored on
your
mobile device or tablet computer solely for purposes of identifying and
informing you of those contacts who have also registered to use the
Site.
You can deactivate the connection between the Site and your Third-Party
Account by contacting us using the contact information below or through
your
account settings (if applicable). We will attempt to delete any
information
stored on our servers that was obtained through such Third-Party
Account,
except the username and profile picture that become associated with your
account.
11. SUBMISSIONS
You acknowledge and agree that any questions,
comments,
suggestions, ideas, feedback, or other information regarding the
Site
("Submissions") provided by you to us are non-confidential and shall
become our sole property. We shall own exclusive rights, including
all
intellectual property rights, and shall be entitled to the
unrestricted
use and dissemination of these Submissions for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to
you.
You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or
that
you have the right to submit such Submissions. You agree there shall
be
no recourse against us for any alleged or actual infringement or
misappropriation of any proprietary right in your
Submissions.
12. THIRD-PARTY
WEBSITE AND CONTENT
The Site may contain (or you may be sent via the
Site)
links to other websites ("Third-Party Websites") as well as articles,
photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items
belonging to
or originating from third parties ("Third-Party Content"). Such
Third-Party
Websites and Third-Party Content are not investigated, monitored, or
checked
for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party Websites accessed through the Site or
any
Third-Party Content posted on, available through, or installed from the
Site, including the content, accuracy, offensiveness, opinions,
reliability,
privacy practices, or other policies of or contained in the Third-Party
Websites or the Third-Party Content. Inclusion of, linking to, or
permitting
the use or installation of any Third-Party Websites or any Third-Party
Content does not imply approval or endorsement thereof by us. If you
decide
to leave the Site and access the Third-Party Websites or to use or
install
any Third-Party Content, you do so at your own risk, and you should be
aware
these Terms of Use no longer govern. You should review the applicable
terms
and policies, including privacy and data gathering practices, of any
website
to which you navigate from the Site or relating to any applications you
use
or install from the Site. Any purchases you make through Third-Party
Websites will be through other websites and from other companies, and we
take no responsibility whatsoever in relation to such purchases which
are
exclusively between you and the applicable third party. You agree and
acknowledge that we do not endorse the products or services offered on
Third-Party Websites and you shall hold us harmless from any harm caused
by
your purchase of such products or services. Additionally, you shall hold
us
harmless from any losses sustained by you or harm caused to you relating
to
or resulting in any way from any Third-Party Content or any contact with
Third-Party Websites.
We allow advertisers to display their advertisements
and
other information in certain areas of the Site, such as
sidebar advertisements or banner advertisements. If you
are
an advertiser, you shall take full responsibility for
any
advertisements you place on the Site and any services
provided on the Site or products sold through those
advertisements. Further, as an advertiser, you warrant
and
represent that you possess all rights and authority to
place
advertisements on the Site, including, but not limited
to,
intellectual property rights, publicity rights, and
contractual rights.
We simply provide the space to place such advertisements,
and we
have no other relationship with advertisers.
We reserve the
right, but not the obligation, to: (1) monitor the Site for
violations
of
these Terms of Use; (2) take appropriate legal action against anyone
who, in
our sole discretion, violates the law or these Terms of Use,
including
without
limitation, reporting such user to law enforcement authorities; (3)
in
our sole
discretion and without limitation, refuse, restrict access to, limit
the
availability of, or disable (to the extent technologically feasible)
any
of
your Contributions or any portion thereof; (4) in our sole
discretion
and
without limitation, notice, or liability, to remove from the Site or
otherwise
disable all files and content that are excessive in size or are in
any
way
burdensome to our systems; and (5) otherwise manage the Site in a
manner
designed to protect our rights and property and to facilitate the
proper
functioning of the Site.
15. PRIVACY
POLICY
We
care about data privacy and
security. By using the
Site, you agree to be bound by our Privacy
Policy posted on the Site, which is
incorporated
into these Terms of Use. Please be advised
the
Site is hosted in
Canada
. If you access the Site
from
any other region of the world with laws or
other
requirements governing personal data
collection,
use, or disclosure that differ from
applicable
laws in
Canada
, then through your
continued
use of the Site, you are transferring your
data
to
Canada
, and you agree to have
your
data transferred to and processed in
Canada
.
Further, we do not
knowingly accept, request, or
solicit
information from children or
knowingly
market to children. Therefore, in
accordance with the U.S. Children’s
Online Privacy Protection Act, if we
receive actual knowledge that anyone
under the age of 13 has provided
personal information to us without
the
requisite and verifiable parental
consent, we will delete that
information
from the Site as quickly as is
reasonably practical.
16. COPYRIGHT
INFRINGEMENTS
We
respect the intellectual property rights of others. If you believe that
any
material available on or through the Site infringes upon any copyright
you
own or control, please immediately notify us using the contact
information
provided below (a “Notification”). A copy of your Notification will be
sent
to the person who posted or stored the material addressed in the
Notification. Please be advised that pursuant to applicable law you may
be
held liable for damages if you make material misrepresentations in a
Notification. Thus, if you are not sure that material located on or
linked
to by the Site infringes your copyright, you should consider first
contacting an attorney.
These
Terms of Use shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING
CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON,
INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,
WARRANTY,
OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW
OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE
OR
DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,
WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate
or suspend your account for any reason, you are prohibited from
registering and
creating a new account under your name, a fake or borrowed name, or
the
name of
any third party, even if you may be acting on behalf of the third
party.
In
addition to terminating or suspending your account, we reserve the
right
to
take appropriate legal action, including without limitation pursuing
civil,
criminal, and injunctive redress.
18. MODIFICATIONS
AND INTERRUPTIONS
We reserve the right to change, modify, or remove
the
contents of the Site at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update
any
information on our Site. We also reserve the right to modify or
discontinue all or part of the Site without notice at any time. We
will
not be liable to you or any third party for any modification, price
change, suspension, or discontinuance of the Site.
We cannot guarantee
the Site will be available at all times. We may experience hardware,
software,
or other problems or need to perform maintenance related to the
Site,
resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue,
or
otherwise
modify the Site at any time or for any reason without notice to you.
You
agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your
inability to
access or use the Site during any downtime or discontinuance of the
Site. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or to
supply
any
corrections, updates, or releases in connection therewith.
These
Terms shall be governed by and defined following the laws of
Nigeria
. Eminify Technologies Limited and yourself
irrevocably consent that the courts of
Nigeria
shall have exclusive jurisdiction to resolve any
dispute which may arise in connection with these terms.
To
expedite resolution and control the cost of any
dispute,
controversy, or claim related to these Terms of Use
(each "Dispute" and collectively, the “Disputes”)
brought by either you or us (individually, a “Party”
and
collectively, the “Parties”), the Parties agree to
first
attempt to negotiate any Dispute (except those
Disputes
expressly provided below) informally for at least
sixty (60) days
before
initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the
other
Party.
Any
dispute arising out of or in connection with this
contract, including any question regarding its
existence, validity, or termination, shall be
referred
to and finally resolved by the International
Commercial
Arbitration Court under the European Arbitration
Chamber
(Belgium, Brussels, Avenue Louise, 146) according to
the
Rules of this ICAC, which, as a result of referring
to
it, is considered as the part of this clause. The
number
of arbitrators shall be two
(2)
. The seat, or legal place, of arbitration
shall
be
Lagos,
Nigeria
. The
language of the proceedings shall be English
.
The governing law of the contract shall be the
substantive
law of
Nigeria
.
The
Parties agree that any arbitration shall be limited
to
the Dispute between the Parties individually. To the
full extent permitted by law, (a) no arbitration
shall
be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated
on a
class-action basis or to utilize class action
procedures; and (c) there is no right or authority
for
any Dispute to be brought in a purported
representative
capacity on behalf of the general public or any
other
persons.
Exceptions to
Informal
Negotiations and Arbitration
The
Parties agree that the following Disputes are not
subject to the above provisions concerning informal
negotiations and binding arbitration: (a) any
Disputes
seeking to enforce or protect, or concerning the
validity of, any of the intellectual property rights
of
a Party; (b) any Dispute related to, or arising
from,
allegations of theft, piracy, invasion of privacy,
or
unauthorized use; and (c) any claim for injunctive
relief. If this provision is found to be illegal or
unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable
and
such Dispute shall be decided by a court of
competent
jurisdiction within the courts listed for
jurisdiction
above, and the Parties agree to submit to the
personal
jurisdiction of that court.
There may be
information on the Site that contains typographical errors,
inaccuracies, or
omissions, including descriptions, pricing, availability, and
various
other
information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or
update
the
information on the Site at any time, without prior notice.
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR
SOLE
RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS
OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF,
INCLUDING,
WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS
ABOUT
THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF
ANY
WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR
RESPONSIBILITY
FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS,
(2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING
FROM
YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO
OR
USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION
TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE
LIKE
WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR
(6)
ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF
ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,
TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE,
GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A
THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY
WEBSITE OR
MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL
NOT
BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
23. LIMITATIONS
OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR
AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES
ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF
THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY
CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION,
WILL AT
ALL TIMES BE LIMITED TO
THE
AMOUNT PAID, IF ANY, BY YOU TO US
. CERTAIN US STATE LAWS AND INTERNATIONAL
LAWS
DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES
OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE
ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,
AND
YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners,
and
employees, from and against any loss, damage, liability, claim, or
demand, including
reasonable attorneys’ fees and expenses, made by any third party due
to
or
arising out of:
(1) your Contributions;
(2) use of the
Site;
(3) breach of these Terms
of
Use; (4) any breach of
your
representations and warranties set forth in these Terms of Use;
(5) your violation of the
rights
of a third party, including but not limited to intellectual property
rights; or (6) any overt
harmful act toward any other user of the Site with whom you
connected
via the Site. Notwithstanding the foregoing, we reserve the right,
at
your expense, to assume the exclusive defense and control of any
matter
for which you are required to indemnify us, and you agree to
cooperate,
at your expense, with our defense of such claims. We will use
reasonable
efforts to notify you of any such claim, action, or proceeding which
is
subject to this indemnification upon becoming aware of
it.
We will maintain
certain data that you transmit to the Site for the purpose of
managing
the
performance of the Site, as well as data relating to your use of the
Site. Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit
or
that
relates to any activity you have undertaken using the Site. You
agree
that we shall have no liability to you for any loss or corruption of
any
such
data, and you hereby waive any right of action against us arising
from
any such
loss or corruption of such data.
26. ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing
online forms constitute electronic communications. You consent to
receive electronic communications, and you agree that all
agreements,
notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal
requirement
that such communication be in writing. YOU HEREBY AGREE TO THE USE
OF
ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO
ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS
INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any
rights or requirements under any statutes, regulations, rules,
ordinances, or other laws in any jurisdiction which require an
original
signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than
electronic
means.
27. CALIFORNIA
USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the
Complaint
Assistance Unit of the Division of Consumer Services of the
California
Department of Consumer Affairs in writing at 1625 North Market
Blvd.,
Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210
or
(916)
445-1254.
These Terms of Use and any policies or operating
rules
posted by us on the Site or in respect to the Site constitute the
entire
agreement and understanding between you and us. Our failure to
exercise
or enforce any right or provision of these Terms of Use shall not
operate as a waiver of such right or provision. These Terms of Use
operate to the fullest extent permissible by law. We may assign any
or
all of our rights and obligations to others at any time. We shall
not be
responsible or liable for any loss, damage, delay, or failure to act
caused by any cause beyond our reasonable control. If any provision
or
part of a provision of these Terms of Use is determined to be
unlawful,
void, or unenforceable, that provision or part of the provision is
deemed severable from these Terms of Use and does not affect the
validity and enforceability of any remaining provisions. There is no
joint venture, partnership, employment or agency relationship
created
between you and us as a result of these Terms of Use or use of the
Site.
You agree that these Terms of Use will not be construed against us
by
virtue of having drafted them. You hereby waive any and all defenses
you
may have based on the electronic form of these Terms of Use and the
lack
of signing by the parties hereto to execute these Terms of
Use.
In order to resolve a complaint regarding the Site
or to
receive further information regarding use of the Site, please
contact us at:
Eminify Technologies
Limited
35 Olutoye Crescent
Ikeja
, Lagos
23401
Nigeria
Phone:
+13322329834