Terms and
Conditions
AGREEMENT
TO TERMS
These
Terms and Conditions constitute a legally binding agreement made between you,
whether personally or on behalf of somebody and Smooth Stone Global, a
company duly registered with Corporate Affairs Commission in Nigeria overseeing
SM Digital World, concerning your access to and use of the SM Digital
World website as well as any other media form, media channel, mobile
website or mobile application related, linked, or otherwise connected thereto
SM Digital World.
You agree
that by accessing the Site, you have read, understood, and agree to be bound by
all of these Terms and Conditions. If you do not agree with all of these Terms
and Conditions, 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
and Conditions at any time and for any reason.
We will
alert you about any changes by updating the “Last updated” date of these Terms
and Conditions, and you waive any right to receive specific notice of each such
change.
It is
your responsibility to periodically review these Terms and Conditions to stay
informed of updates. 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 and
Conditions by your continued use of the Site after the date such revised Terms
and Conditions 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.
These
terms and conditions were generated by Termly’s
Terms and Conditions Generator.
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 and Conditions prior to you
using the Site.
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, foreign jurisdictions, 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 and Conditions,
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.
USER
REPRESENTATIONS
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 and Conditions;
(4) You
are not under the age of 13
(5) 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;
(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).
USER
REGISTRATION
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.
PROHIBITED
ACTIVITIES
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:
1. 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.
2. 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.
3. Use a buying agent or purchasing
agent to make purchases on the Site.
4. Use the Site to advertise or
offer to sell goods and services without contacting the owner.
5. 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.
6. Engage in unauthorized framing of
or linking to the Site.
7. Trick, defraud, or mislead us and
other users, especially in any attempt to learn sensitive account information
such as user passwords;
8. Make improper use of our support
services or submit false reports of abuse or misconduct.
9. 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.
10.Interfere with, disrupt, or
create an undue burden on the Site or the networks or services connected to the
Site.
11.Attempt to impersonate another
user or person or use the username of another user.
12. Sell or otherwise transfer your
profile.
13. Use any information obtained
from the Site in order to harass, abuse, or harm another person.
14.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.
15.Decipher, decompile, disassemble,
or reverse engineer any of the software comprising or in any way making up a
part of the Site.
16.Attempt to bypass any measures of
the Site designed to prevent or restrict access to the Site, or any portion of
the Site.
17.Harass, annoy, intimidate, or
threaten any of our employees or agents engaged in providing any portion of the
Site to you.
18.Delete the copyright or other
proprietary rights notice from any Content.
19.Copy or adapt the Site’s
software, including but not limited to Flash, PHP, HTML, JavaScript, or other
code.
20.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.
21.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”).
22.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.
23.Disparage, tarnish, or otherwise
harm, in our opinion, us and/or the Site.
24. Use the Site in a manner
inconsistent with any applicable laws or regulations.
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:
1. 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.
2. 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 and Conditions.
3. 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 and Conditions.
4. Your Contributions are not false,
inaccurate, or misleading.
5. Your Contributions are not
unsolicited or unauthorized advertising, promotional materials, pyramid
schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. your Contributions are not
obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or
otherwise objectionable (as determined by us).
7. Your Contributions do not
ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not
advocate the violent overthrow of any government or incite, encourage, or
threaten physical harm against another.
9. Your Contributions do not violate
any applicable law, regulation, or rule.
10.Your Contributions do not violate
the privacy or publicity rights of any third party.
11.Your Contributions do not contain
any material that solicits personal information from anyone under the age of 18
or exploits people under the age of 18 in a sexual or violent manner.
12.Your Contributions do not violate
any federal or state law concerning child pornography, or otherwise intended to
protect the health or well-being of minors;
13.Your Contributions do not include
any offensive comments that are connected to race, national origin, gender,
sexual preference, or physical handicap.
14.Your Contributions do not
otherwise violate, or link to material that violates, any provision of these
Terms and Conditions, or any applicable law or regulation.
Any use
of the Site in violation of the foregoing violates these Terms and Conditions
and may result in, among other things, termination or suspension of your rights
to use the Site.
CONTRIBUTION
LICENSE
By
posting your Contributions to any part of the Site 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.
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;
(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.
MOBILE
APPLICATION LICENSE
Use
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 and Conditions.
You shall
not:
(1)
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;
(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 and
conditions;
(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 and Conditions 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;
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 and Conditions, 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 and
Conditions against you as a third-party beneficiary thereof.
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.
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.
THIRD-PARTY
WEBSITES 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 and Conditions 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.
ADVERTISERS
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.
As an
advertiser, you agree that such advertisements are subject to our Digital
Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described
below, and you understand and agree there will be no refund or other
compensation for DMCA takedown-related issues. We simply provide the space
to place such advertisements, and we have no other relationship with
advertisers.
SITE
MANAGEMENT
We
reserve the right, but not the obligation, to:
(1)
monitor the Site for violations of these Terms and Conditions;
(2) take
appropriate legal action against anyone who, in our sole discretion, violates
the law or these Terms and Conditions, 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;
(5)
otherwise manage the Site in a manner designed to protect our rights and
property and to facilitate the proper functioning of the Site.
PRIVACY
POLICY
We care
about data privacy and security. Please review our Privacy Policy [CLICK HERE]. By using the Site, you agree
to be bound by our Privacy Policy, which is incorporated into these Terms and
Conditions. Please be advised the Site is hosted in the United States.
DIGITAL
MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications
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 our Designated Copyright Agent 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 federal 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.
All
Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and
include the following information:
(1) A
physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed;
(2)
identification of the copyrighted work claimed to have been infringed, or, if
multiple copyrighted works on the Site are covered by the Notification, a
representative list of such works on the Site;
(3)
identification of the material that is claimed to be infringing or to be the
subject of infringing activity and that is to be removed or access to which is
to be disabled, and information reasonably sufficient to permit us to locate
the material;
(4)
information reasonably sufficient to permit us to contact the complaining
party, such as an address, telephone number, and, if available, an email address
at which the complaining party may be contacted;
(5) a
statement that the complaining party has a good faith belief that use of the
material in the manner complained of is not authorized by the copyright owner,
its agent, or the law;
(6) a
statement that the information in the notification is accurate, and under
penalty of perjury, that the complaining party is authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed upon.
Counter
Notification
If you
believe your own copyrighted material has been removed from the Site as a
result of a mistake or misidentification, you may submit a written counter
notification to us using the contact information provided below (a
“Counter Notification”).
To be an
effective Counter Notification under the DMCA, your Counter Notification must
include substantially the following:
(1)
identification of the material that has been removed or disabled and the
location at which the material appeared before it was removed or disabled;
(2) a
statement that you consent to the jurisdiction of the Federal District Court in
which your address is located, or if your address is outside the United States,
for any judicial district in which we are located;
(3) a
statement that you will accept service of process from the party that filed the
Notification or the party’s agent;
(4) your
name, address, and telephone number;
(5) a
statement under penalty of perjury that you have a good faith belief that the
material in question was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled;
(6) your
physical or electronic signature.
If you
send us a valid, written Counter Notification meeting the requirements
described above, we will restore your removed or disabled material, unless we
first receive notice from the party filing the Notification informing us that
such party has filed a court action to restrain you from engaging in infringing
activity related to the material in question.
Please
note that if you materially misrepresent that the disabled or removed content
was removed by mistake or misidentification, you may be liable for damages,
including costs and attorney’s fees. Filing a false Counter Notification
constitutes perjury.
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 federal 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.]
TERM AND
TERMINATION
These
Terms and Conditions shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, 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
AND CONDITIONS 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.
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 and Conditions will be construed to obligate us to maintain and
support the Site or to supply any corrections, updates, or releases in
connection therewith.
GOVERNING
LAW
These
Terms and Conditions and your use of the Site are governed by and construed in
accordance with the laws of Nigeria applicable to agreements made and to
be entirely performed within the State without regard to its conflict of law
principles.
DISPUTE
RESOLUTION
Any legal
action of whatever nature brought by either you or us (collectively, the
“Parties” and individually, a “Party”) shall be commenced or prosecuted in the
state and federal courts located in Nigeria and the Parties hereby
consent to, and waive all defenses of lack of personal jurisdiction and forum
non conveniens with respect to venue and jurisdiction in such state and federal
courts.
Application
of the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded
from these Terms and Conditions. In no event shall any claim, action, or
proceeding brought by either Party related in any way to the Site be commenced
more than 1 years after the cause of action arose.
CORRECTIONS
There may
be information on the Site that contains typographical errors, inaccuracies, or
omissions that may relate to the Site, 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.
DISCLAIMER
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.
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 LESSER OF] [THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE
FIRST MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING [OR] CERTAIN STATE 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.
INDEMNIFICATION
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 and Conditions; (4) any breach of your representations
and warranties set forth in these Terms and Conditions; (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.
USER DATA
We will
maintain certain data that you transmit to the Site for the purpose of managing
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.
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.
MISCELLANEOUS
These
Terms and Conditions and any policies or operating rules posted by us on 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 and
Conditions shall not operate as a waiver of such right or provision.
These
Terms and Conditions 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 and Conditions is determined to
be unlawful, void, or unenforceable, that provision or part of the provision is
deemed severable from these Terms and Conditions 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 and Conditions or use of the Site.
You agree that these Terms and Conditions 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 and Conditions and the lack of signing by the parties hereto to
execute these Terms and Conditions.
CONTACT
US
In order
to resolve a complaint regarding the Site or to receive further information
regarding use of the Site, please contact us at:
Smooth
Stone Global
Suite 6,
Level 2, Dominion Plaza, Igbo-Efon, Lekki, Lagos
+2348028855788