Terms of Service
Effective 1st January, 2020
IMPORTANT: Please read the terms and conditions of product application set out below carefully prior to use. THROUGH DOWNLOADING AND/OR USING THE SOFTWARE YOU ARE EXPRESSING YOUR CONSENT TO THESE TERMS AND CONDITIONS.
Educliq Software End-User License Agreement.
Under the terms of Educliq Software End User License Agreement (hereinafter referred to as “the Agreement”) executed by and between INODEA SOLUTIONS LIMITED, having its registered office at CRD B2 Karen Plaza, New Site, FHA Lugbe, Abuja, registered under the Corporate Affairs Commission, Federal Republic of Nigeria with Business Registration Number: RC 1384334 (hereinafter referred to as “the Provider”) and you, a physical person or legal entity (hereinafter referred to as “You" or "the End User”), You are entitled to use the Software defined in Article 1 of this Agreement. The Software defined in Article 1 of this Agreement can be accessed via the internet, downloaded from the Internet, downloaded from the Provider's servers or obtained from other sources, subject to the terms and conditions specified below.
THIS IS AN AGREEMENT ON END-USER RIGHTS AND NOT AN AGREEMENT FOR SALE. The Provider continues to own the copy of the Software and any other copies that the End User is authorized to make pursuant to this Agreement.
By clicking on the "REGISTER” option while installing or using the Software, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, immediately terminate the registration process, cancel the installation or download and return any accompanying documentation to any of EDUCLIQ outlets.
YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
As used in this Agreement the term "Software" means: (i) EDUCLIQ online platform accessible through www.educliq.com or any of the mobile app stores; (ii) all the contents of e-mails and any attachments, or other media with which this Agreement is provided, including the object code form of the Software supplied on a data carrier or downloaded via the Internet; (iii) any related explanatory written materials and any other possible documentation related to the Software, above all any description of the Software, its specifications, any description of the Software properties or operation, any description of the operating environment in which the Software is used, instructions for use or installation of the Software or any description of how to use the Software (hereinafter referred to as “Documentation”); (iv) copies of the Software, patches for possible errors in the Software, additions to the Software, extensions to the Software, modified versions of the Software and updates of Software components, if any, licensed to You by the Provider pursuant to Article 3 of this Agreement. The Software shall be provided exclusively in the form of executable object code.
The mobile version of the Software supplied on a data carrier, downloaded from the Internet, downloaded from the Provider's servers or obtained from other sources requires installation. You must install the Software on a correctly configured device, complying at least with requirements set out in the Documentation. The installation methodology is described in the Documentation. No device programs or hardware which could have an adverse effect on the Software may be installed on the device on which You install the Software.
Subject to the condition that You have agreed to the terms of this Agreement, You comply with all the terms and conditions stipulated herein, the Provider shall grant You the following rights ("the License"):
a) Installation and use. You shall have a personal and non-exclusive right to install and/or use the Software on your mobile device or computer system for the term of your subscription, unless your subscription is terminated earlier in accordance with these Terms.
b) Stipulation of the number of licenses. The right to use the Software shall be bound by the number of End Users. One End User shall be taken to refer to the following: Installation/registration of the Software on one computer system and/or mobile device.
c) Services. On registration, You shall select one amongst the three accounts: Regular, School, or Professional. You shall then receive a user account which one person may access with a unique username and password.
d) Password. The End User access to Educliq shall be through a password. You must keep that password confidential and not disclose it to any other person or permit any other person to use that password.
e) Termination of the License.
Without prior notice to You and in its absolute discretion the Provider reserves the right to:
(a) Vary or discontinue the Software at any time; and
(b) Terminate your access to part or all of the Software at any time.
The Provider reserve the right to terminate immediately your access to the Software if You, your business or any of your employees or agents:
(a) Operate or are involved with any illegal activities;
(b) Misuse the Software in any manner, as determined by the Provider acting reasonably;
(c) In the case of Service provider account, fail to pay an amount currently owing to the Provider in respect of the provision of services.
The subscription or membership fees paid by Service Provider account are not refundable in the event of termination of your access for any of the reasons set out above.
The Provider is not liable to You for any loss, damage, cost or expense you may suffer if the Provider exercises any of these rights.
4. Connection to the Internet.
To operate correctly the Software requires connection to the Internet and must connect at regular intervals to the Provider's servers or third-party servers. Connection to the Internet is necessary for the following features of the Software:
a) Updates to the Software. The Provider shall be entitled from time to issue updates to the Software ("Updates"), but shall not be obliged to provide Updates. This function is enabled under the Software's standard settings and Updates are therefore installed automatically.
b) Use of the System. End-User shall require internet connectivity to be able to access the information from the Software.
5. Exercising End User rights.
You must exercise End User rights in person or via your employees.
6. Restrictions to rights.
You may not copy, distribute, extract components or make derivative works of the Software. When using the Software, You are required to comply with the following restrictions:
(a) You may not use, modify, translate or reproduce the Software in any manner other than as provided for in this Agreement.
(b) You may not sell, sub-license, lease or rent or borrow the Software.
(c) You may not attempt to discover the source code of the Software, except to the extent that this restriction is expressly prohibited by law.
(d) You agree that You shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
7. Restricted use.
You must not use the Software to publish or distribute:
(a) Any information or materials which breach any laws or regulations, infringe a third party’s rights, or are contrary to any relevant standards or codes; or
(b) Any unlawful, threatening, defamatory, obscene, indecent, inflammatory or pornographic material or material that could give rise to civil or criminal proceedings.
You further agree not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You also agree not to use the Software in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using the Software.
The Provider reserves the right in Provider’s absolute discretion and without any liability to You whatsoever to remove any material from the Software posted or transmitted by You that is, in the Provider’s sole opinions, in breach of these Terms.
The Software and all rights, without limitation including proprietary rights and intellectual property rights thereto are owned by INODEA SOLUTIONS LIMITED. They are protected by international treaty provisions and by all other applicable national laws of the country in which the Software is being used. The structure, organization and code of the Software are the valuable trade secrets and confidential information of INODEA SOLUTIONS LIMITED. You must not copy the Software, except as set forth in Article 6(a). Any copies which You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software. If You reverse engineer, reverse compile, disassemble or otherwise attempt to discover the source code of the Software, create derivative works of the Licensed Application, any updates, or any part thereof in breach of the provisions of this Agreement, You may be subject to prosecution and damages. You hereby agree that any information thereby obtained shall automatically and irrevocably be deemed to be transferred to and owned by the Provider in full, from the moment such information comes into being, notwithstanding the Provider's rights in relation to breach of this Agreement. The terms of the license will govern any upgrades provided by the Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
You agree that any Services containing proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner.
9. Intellectual property.
The Provider is the owner or authorized user of all intellectual property in and associated with the Software and any improvements and modifications thereto. The Provider is also the owner or authorized user of the trademarks, logos, names and designs, whether registered or unregistered, in and associated with the Software.
Nothing contained in these Terms or the Software should be construed as giving You any right or title to any of the intellectual property, trademarks, logos, names or designs, whether registered or unregistered, associated with the Software. Any use of the Provider’s intellectual property without express permission from the Provider is a breach of these Terms.
10. Reservation of rights.
The Provider hereby reserves all rights to the Software, with the exception of rights expressly granted under the terms of this Agreement to You as the End User of the Software.
11. Commencement and termination of the Agreement.
This Agreement is effective from the date You agree to the terms of this Agreement. You may terminate this Agreement at any time by permanently uninstalling, deregistering, at your own costs, the Software, all back-up copies and all related materials provided by the Provider or its business partners. Irrespective of the manner of termination of this Agreement, the provisions of Articles 8, 9, 11, 12, 13, 14, 17, 19, 20, 21, 22 and 23 shall continue to apply for an unlimited time.
12. END USER DECLARATIONS.
AS THE END USER YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.
13. No other obligations.
This Agreement creates no obligations on the part of the Provider and its licensors other than as specifically set forth herein.
14. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF: (A) THE USE OF, MISUSE OR INABILITY TO USE THE SOFTWARE OR ANY MATERIAL IN THE SOFTWARE, EVEN IF THE PROVIDER OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (B) INABILITY TO ACCESS THE SOFTWARE OR ANY MATERIAL IN THE SOFTWARE. (C) LOSS OR MODIFICATION OF INFORMATION OR MATERIAL IN THE SOFTWARE. (D) LOSS OF CONFIDENTIALITY IN ANY INFORMATION OR MATERIAL PUBLISHED IN THE SOFTWARE. (E) DEFECT, TECHNICAL PROBLEM OR VIRUS ATTACHED TO OR ARISING FROM THE SOFTWARE OR THE SERVER. (F) USE OR MISUSE OF THE SOFTWARE OR ANY MATERIAL IN THE SOFTWARE BY OTHER USERS. (G) INJURY OR ILLNESS YOU OR ANY OTHER PERSON SUSTAINED AS A RESULT OF THE USE OF THE SOFTWARE.
BECAUSE SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, THE LIABILITY OF THE PROVIDER, ITS EMPLOYEES OR LICENSORS OR AFFILIATES SHALL BE LIMITED TO THE SUM THAT YOU PAID FOR THE LICENSE.
15. Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer if running contrary thereto.
16. Technical support.
The Provider shall provide technical support at their own discretion, without any guarantees or declarations. The Provider cannot accept liability for damage or loss of data, property, software or hardware or loss of profits due to the provision of technical support. The Provider or parties commissioned by the Provider reserve the right to decide that resolving the problem is beyond the scope of technical support. The Provider reserves the right to refuse, suspend or terminate the provision of technical support at its own discretion.
17. Consent to Use of Data:
You agree that the Provider may collect and use data and related information as provided, including but not limited to technical information about Your device, system and Software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You and other Users (if any) related to the Software. The Provider may use this information, as long as it is in a form that You have provided to the Provider to be made public, to improve its products or to provide services or technologies to You and other Users.
18. Licensing for public authorities.
The Software shall be provided to public authorities with the license rights and restrictions described in this Agreement.
All notices and return Documentation must be delivered to: B2 Karen Plaza, New Site, FHA Lugbe, Abuja
20. Applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The End User and the Provider hereby agree that the principles of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. You expressly agree that any disputes or claims ensuing from this Agreement with respect to the Provider or any disputes or claims relating to use of the Software shall be settled by Federal High Court, Abuja, and You expressly agree to the said court exercising jurisdiction.
21. General provisions.
Should any of the provisions of this Agreement be invalid, void, unlawful or unenforceable for any reason, that clause shall be severed from the Terms and it shall not affect the validity of the other provisions of the Agreement, which shall remain valid and enforceable in accordance with the conditions stipulated therein. This Agreement may only be modified in written form, signed by an authorized representative of the Provider or a person expressly authorized to act in this capacity under the terms of a power of attorney.
This is the entire Agreement between the Provider and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
You indemnify us, our related bodies, corporate, associated entities, officers and employees against any and all loss, damage, demand, cost or expense claimed by a third party as a result of or in connection with your breach of these Terms.
23. Information and materials you send to us.
24. Changes to the Terms.
The Provider reserves the right to vary the Terms from time to time. Amended Terms come into effect from the time they are posted on the Software. You should review the Software’s Terms and Conditions regularly to ensure that you are aware of any changes to the Terms.
All references to N and Naira on the Software and/or its Documentation are to Nigerian currency. All prices were current at the time of publication of the Software.
The Software may include advertisements concerning goods or services provided by third parties. These advertisements are not recommendations or endorsements by the Provider of the relevant goods or services. The Provider do not control the content of and is not responsible for the advertisements. The Provider is not liable for any direct or indirect loss or damage that is alleged to have occurred or has occurred as a result of your use of any goods or services the subject of advertising in the Software. Any concerns You have regarding any advertisement in the Software should be addressed to the third-party advertiser.
27. Third Party Materials.
The Software may enable access to Provider’s and third-party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. The provider makes no recommendations or endorsements of such links. By using the Services, You acknowledge and agree that the Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, You should consult with a financial professional. Location data provided by the Software is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services. You must not link your website to the Software without the Provider’s prior consent.
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