BY ACCESSING THE SITE, REGISTERING FOR OR USING THE NIARAMARKETS SERVICE DESCRIBED BELOW, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE
This User Agreement (the "Agreement") is between the applicant (if registering as an individual) or the business employing the applicant (if registering as a business) ("you" and "your") and Nairamarkets.com("Nairamarkets ", "we", "us", "our"). The Agreement applies to your use of our services currently branded as " Nairamarkets " ("Nairamarkets Service" or the "Service"). Our Service enables users with Personal Accounts (described in Section 2.1.1 below) to login on the websites of users with Seller Accounts (as defined in Section 2.1.2 below) using their Credentials (as defined in Section 1.4 below) and sell products or services and make payments to users with Seller Accounts using internet or mobile-based services and applications (an "Application") and enables users with Seller Accounts to provide login facility to their website to the users with Personal Accounts and to sell products and receive payments from such users with Personal Accounts. This Agreement applies to your use of the Service whether you sell, buy, make or receive payments or access the Service using an Application operated by a third party or one owned or controlled by us or any entity, domiciled in Nigeria, in which Nairamarkets or its group companies have directly or indirectly, certain economic interest (an "Affiliate"), including our primary site at nairamarkets.com, which will be available at launch (the "Site") and the Seller Central site ("Seller Central"), or using any service, website or application operated by a third party.
This Agreement explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation account restrictions, your consent to receive electronic notices and dispute resolution. This Agreement incorporates and you hereby accept and agree to the applicable policies, notices, procedures, notices, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on the Sites or are referenced in this Agreement and which we may modify from time to time (collectively, the "Policies"). In the event of any conflicts between the Policies and the terms in this introduction and Section 1 to 33 below, the Policies will prevail.
1. Registration and Our Role
1.1 Eligibility. To use the Service, you must register for either a "Personal Account" or "Seller Account" as described in more detail in Sections 1.2 and 2.1 below (each an "Account" and references to Account shall be construed either as Personal Account or Seller Account or both, as the context may require) by providing complete and accurate registration information and if you are an individual, be at least 18 years old, and (b) your business, trade or profession must be established in NIgeria. If you do not meet our eligibility requirements, you may not be able to maintain an Account with us or your use of the Service will be limited. We treat all activities under an Account to be those of the registered user. You must only use the Service to transact on your own Account and not on behalf of any other person or entity. You must update registration information promptly upon any change so that it is at all times be complete and accurate. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.
1.2 Creating Accounts.
Your Account is linked to your Nairamarkets and Innstapay Account. To create a new Account, you must either (a) register using your existing Nairamarkets Account, or (b) complete the registration process for new users by entering all of the required information. If you register using your Nairamarkets Account, the information in your Nairamarkets Account will be used to complete the registration information for your Account. You may be required to provide additional information based on your account type or the service that you want to use with your Account. If you do not have an existing Nairamarkets Account at the time you register with the Service, a new Innstapay Account will be automatically and concurrently established in your name with the same e-mail address/phone number and password you provide to us. For purposes of this Agreement, a " Nairamarkets Account" is either (a) any customer account that you have established for purchasing products and/ or services, or (b) a seller account that you have established for selling your products and/ or services through a website owned or controlled by nairamarkets.com, or any Affiliate, or operated by Nairamarkets.com, or its Affiliates (the " Nairamarkets Network Sites"), and any successor or replacement websites.
We may require you to provide additional information to verify your identity as a condition of providing the Service to you or before we permit you to make usage of our Services through your Account. We may make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases or credit reports. You authorize us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Account with us or in the event of a dispute relating to this Agreement and activity under your Account. While we will take steps to verify the identity of our users, we cannot and do not guarantee any user identity. You are solely responsible for taking appropriate steps to verify the identity of other users of the Service with whom you transact business.
1.4 Your E-mail Address/Phone Number.
Your email address/phone number and a password that you select will be used to access our Site and for communications with you (as further described in Section 9). You also may be prompted to answer several security questions or select other issued security access keys or credentials that may be used to enable access to the Service and authorize transactions. Your password and access keys are your "Credentials". You are responsible for maintaining the secrecy and security of your Credentials and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. You should take all necessary steps to ensure that the password is kept confidential and secure. You should not disclose your Credentials to any third party (other than third parties authorized by you to use your Account). If any of your Credentials is compromised, you must notify us immediately by using our Contact Us form so that we can suspend use of your Account with our Service in order to avoid unauthorized transactions. You must also notify us through Contact Us if you wish to request us to unblock your Account. You will not be financially responsible for any use of your Account by an unauthorized person due to the loss or compromise of your Credentials occurring after you properly notify us (as described in Section 2.3.1) of the loss or compromise, unless you act fraudulently.
1.5 Our Role
Nairamarkets.com and Innstapay.com has its registered office at 35 Moloney Street, Obalende, Lagos Island, Lagos State, Nigeria. Except for our limited role in displaying products and services and processing payments that you authorize or initiate, we are not involved in any underlying sales transaction between the buyer and the seller. The availability of payment methods to buyer may vary depending on the website you make purchases on. In this limited capacity, we are neither the buyer nor the seller of the products or services the seller offers for sale and are not a party to the sales contract. Subject to Section 5, we will not mediate disputes between buyers and the seller or enforce or execute the performance of any sales contract. The seller is the seller of record for all sales via the Service. A buyer’s obligation to pay for a product purchased via the Service is satisfied when the buyer properly pays us in full for that product via the Service. We are not a fiduciary or trustee of either the buyer or the seller. We do not guarantee payment by or on behalf of any buyer. We do not accept deposits or issue credit. We may use the services of one or more third parties, Affiliates, processors, and/or financial institutions to provide the Service and process transactions (each a "Processor").
2. Your Account 2.1 Types of Accounts 2.1.1 Personal Account. Your Personal Accounts permits you to access the information in your Nairamarkets Account and to login on websites of users with Seller Accounts and make purchases on such websites where Innstapay Service is accepted. You may use certain features of the Service by completing your registration on the Site. Some features may be limited based on where you are located and what we know about you. You agree to provide any information that we may require or that may be required by law or our financial institutions to provide the Service. 2.1.2 Seller Account. Seller Accounts may be accessed through Seller Central. Seller Account is only for sale of products and/or services, as applicable, in connection with the Services. To have a Seller Account, you must be undertaking such sale in the course of your own business, trade or profession and not for domestic or household purposes or as a consumer. 2.2 Account History. When a payment is authorized to or from an Account, we will update your account activity on the Site and provide you a transaction confirmation. The confirmation will serve as your receipt. You may receive a separate receipt from a seller. You should print or otherwise store a copy of these for your records. Summaries of your Account activity, including monthly statements, are available in the "Your Account" area of our Site. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Account and your use of the Service, and (b) reconciling all payment activity to and from your Account and all other transactional information that is associated with your Account. Upon the termination of this Agreement for any reason, neither we nor our Affiliates will have any obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with the Site, your Account, the Service or any transactions submitted by you through the Service.
2.3 Unauthorized Account Activity. 2.3.1 General. Subject to the limitations in this Agreement, in the event that you timely notify us that an unauthorized or erroneous transaction has been made from your Account using Innstapay Balance, we will immediately investigate your Account usage and issue a refund of the Innstapay Balance if we find that your Account has been compromised and, where applicable, take any other action necessary to restore your Account to the state it would have been in had the unauthorized transaction not taken place. We are not responsible for any unauthorized transaction done from your Account through cards/Bank Accounts and request you to directly contact your Card issuer/Bank for any assistance. To be eligible for a refund, you must notify us without undue delay on becoming aware of any unauthorized or incorrectly executed transactions from your Account and, in no event later than 7 (Seven) days (in respect of a transaction relating to physical products) or 2 (two) days (in respect of a transaction relating to digital products) after the transaction date, unless we failed to make available in accordance with Section 2.2 the information related to that transaction.
2.3.2 Your Responsibility. You are responsible for all losses relating to an unauthorized transaction from your Account if you have acted fraudulently or failed, either intentionally or through gross negligence, to use your Account in accordance with the terms of this Agreement, to protect your Credentials, or to notify us of the unauthorized transaction as required in Section 2.3.1.
3. Your Payment Transactions
3.1 Value dates. We will execute a valid payment order sent by you through your Account and credit the bank account of the seller you are sending your payment as per the timeline defined by regulations from time to time.
3.2 Account Limits. Your use of the Service may be subject to account limits, including sending, receiving, and withdrawing limits. These limits are determined based on performance and risk factors, including without limitation our assessment of the risk associated with your Account, a seller’s or buyer’s location, the registration information you provide and our ability to verify it, and the requirements of applicable law. Notwithstanding any account limits, we may delay or reject a transaction from any buyer or otherwise suspend an Account if we suspect the transaction or an Account is being used without authorization, fraudulently, suspiciously or is otherwise unusual based on prior transaction activity and application of our internal fraud controls.
3.3 Acceptable Use. You will at all times adhere to all applicable laws, rules, and regulations applicable to your use of the Service, including without limitation our Acceptable Use Policy posted on the Site. Without limiting the foregoing, you may not act as a payment service provider, intermediary, aggregator or otherwise resell the Service on behalf of any third party, including without limitation the processing and transmission of funds for any third party. We may inspect your Account for any reason, including without limitation to investigate any alleged violation of this Agreement or any third-party complaints.
3.4 Errors. In case of a transaction which remains non-executed or defectively executed by us, we will rectify the error, subject to the terms of this Agreement. In this case, we will refund you with the amount of the non-executed or defectively executed transaction without undue delay and take any other action necessary to restore the Account in the state in which it would have been had the defective transaction not taken place. We will make efforts to trace the transaction and will notify you of the outcome.
4. Making Payments by Buyer 4.1 General Functionality. Users with Personal Account may login on websites of sellers having a Seller Account and pay for products and services sold by such sellers having a Seller Account and using the Innstapay Service. Any time you send funds, you are doing so at your own risk.
4.2 Payment Methods. Generally, you may make payments using three types of payment methods: payments by a credit, debit, and other payment cards that we accept ("Card" or "Cards") or by electronically transferring money from a valid bank for the use with the Service ("Bank Accounts") or by using Innstapay Balance (as defined in Section 4.5 below). Such list of payment methods may be modified by us from time to time. Not all payment methods may be available to you and their availability to make payments for transactions may vary. We may restrict the available payment method to manage risk or based on the type of transaction. Sellers also may select not to accept certain payment types. You may be required to verify that you control the Cards or Bank Accounts that you register prior to using them for transactions or to obtain additional payment privileges.
4.3 Cards. If you use your Card to make payments for transactions that do not involve the sale of products or services, you may be charged a cash advance or other fee directly by your Card issuer. We are not responsible for these fees.
4.4 Bank Accounts. Funds transfers from your Bank Account usually take one to two business days to complete. You may be charged a return fee for any direct debit transfer request that is rejected by the holding financial institution for any reason (a "Return Fee"), including without limitation rejections caused by insufficient funds in your Bank Account, closure of your Bank Account, or if the Bank Account number or other information you provided is incorrect. Applicable Return Fees may vary based on the jurisdiction in which you are located. Your location is determined by the address that is associated with your Personal Account. You authorize us to debit your Card or to make an electronic fund transfer from your Bank Account to collect such Return Fee. We do not accept cash, money orders, or wire transfers.
4.5 Innstapay Balance.
"Innstapay Balance" means the value in the semi-closed loop pre-paid stored value account/ instrument issued by us or issued by a third party as such an instrument co-branded with us, to enable customers to utilize such stored value account/ payment instrument to purchase goods and/ or services from merchants (who have a specific contract with us to accept such stored value account/ payment instrument).
You need to have non-zero balance in your Innstapay Balance account to use this payment method. You can use Innstapay Balance in conjunction with other payment methods like credit/debit cards or net banking to pay for a transaction. You will not be charged any additional fees for using Innstapay Balance to pay for a transaction. Using Innstapay balance does not require an additional password protection. Since anyone who is able to login into your Nairamarkets Account can see and use your Innstapay Balance, it is your responsibility to ensure that no unauthorized user obtains access to your Nairamarkets Account.
5. Nairamarkets Guarantee Policy
5.1 Buyer Responsibilities. If you are a buyer and you are unhappy with any products or services that you have purchased using our Service (including products or services that you have purchased from merchants with Seller Accounts), you should contact the seller directly first. If you are unable to resolve the matter with the seller, you may use the ‘Nairamarkets guarantee Policy' to file a complaint against the seller. The resolution of any such claims will be subject to the terms and conditions of the Nairamarkets Guarantee Policy. If your dispute involves the sale of physical or digital products, you may submit a claim under our Nairamarkets Guarantee Policy. If a dispute arises between you (as a buyer) and the seller, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction.
5.2 Seller Responsibilities.
If you are a seller, you agree to cooperate with us to resolve complaints submitted through our Nairamarkets Guarantee Policy. The Program provides a complaint process to buyers in the event that you fail to deliver any products or services as promised. You will respond to our inquiries and deliver to us any information reasonably requested by us regarding any disputed sales transactions within 3 (three) business days of our request (if the inquiry relates to sale of digital products/services) or 7 (seven) business days of our request (if the inquiry relates to sale of physical goods). If a buyer files a complaint, we may place the disputed amount on hold and you will not be able to redeem the amount until the complaint is resolved.
6.1 Technical Specifications. You will comply with any technical and operational specifications provided or made available by us with respect to the Service (the "Specifications"). We reserve the right to update or modify the Specifications at any time. Prior to making your website or service generally available for commercial use with our Service, you will test your site or service to ensure that it operates properly with the Specifications. You will correct any material errors, defects or other non-compliance of which you become aware, including from review and test results provided by us.
6.2 Updates. We may make modifications, updates or upgrades to Service, the Nairamarkets Materials (described in Section 15), or Specifications. In such event, you will test and, if necessary, modify your web site or service to ensure that it continues to operate properly with the then current version of our Service.
7. Term and Termination 7.1 Term. This Agreement commences on the earlier of the date that you use the Service to login on the website of a user with a Seller Account or make a purchase using the Service or register for an Account with us on the Site, as may be applicable to you. The Agreement will continue unless and until terminated in accordance with the provisions of this Section 7.
7.2 Termination by You. Unless otherwise agreed in writing by you, you may terminate this Agreement at any time by contacting customer service and closing your Account. Upon closure of your Account, any pending transactions will be cancelled. If an investigation is pending at the time you close your Account, we may hold money as permissible in terms of applicable law. If you are later determined to be entitled to some or all of the money in dispute, we will remit the corresponding funds to your bank account registered with us.
7.3 Suspension or Termination by Us. Except as otherwise agreed in writing, we may terminate the Service and this Agreement, for any reason at any time without written notice to you. Without limiting the foregoing, we may suspend the Service and block access to your Account if (a) you have violated the terms of this Agreement, (b) we determine that you pose an unacceptable credit or fraud risk to us, (c) you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct, (d) we have security concerns regarding your Seller Account, including your Credentials, or (e) we suspect unauthorized or fraudulent use of Your Account or any payment information in your Account. In such cases we will inform you of the suspension of your Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by applicable law. We will reactivate your Account or Credentials, or replace it or them, as applicable, once we have resolved the reasons for suspension. You must notify us via e-mail to [email protected] if you wish to request us to reactivate your Account.
7.4 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or in connection with any termination or suspension of the Service. Upon termination of this Agreement for any reason: (a) you will remain liable for all fees, charges and other payment obligations that have been incurred through the date of termination with respect to the Service; (b) all license or other rights granted to either party under this Agreement will immediately terminate; (c) you will return or destroy and cease use of all Nairamarkets Materials and Trademarks (described below); and (d) your access to the Site will be terminated. In addition to any payment obligations under this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 1.5, 7.4, 8, 9, 13, 21, 26 through 31 and 33.
Please review our Privacy Notice, which also governs your visit to this Site to understand our practices. The personal information / data provided to us by you during the course of usage of the Site will be treated as strictly confidential and in accordance with the Privacy Notice and applicable laws and regulations. If you object to your information being transferred or used, please do not use the Site.
When you visit this Site or send e-mails to us, you are communicating with us electronically. You will be required to provide a valid phone number while placing an order with us. We may communicate with you by e-mail, SMS, phone call or by posting notices on the Site or by any other mode of communication. For contractual purposes, you consent to receive communications including SMS, e-mail or phone calls from us with respect to your order.
10. Access To The Site and Service
We will do our utmost to ensure that availability of the Site will be uninterrupted and that the Service transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to the Site or your Account may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.
11. Copyright, Authors' Rights and Database Rights
All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of nairamarkets.com, its Affiliates or its content suppliers and is protected by Nigerian and international copyright, authors' rights and database right laws. The compilation of all content on this Site is the exclusive property of nairamarkets.com and/or its Affiliates and is protected by Nigerian and international copyright, authors' rights and database right laws. All software used on this Site is the property of Nairamarkets, its Affiliates or its software suppliers and protected by Nigerian and international copyright and authors' right laws.
You may not systematically extract or re-utilise parts of the contents of the Site without Nairamarkets and/or its Affiliates' (as may be applicable) express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this Site, without Nairamarkets and/or its Affiliates' (as may be applicable) express written consent.
Please go through this link to see a non-exhaustive list of Nairamarkets trademarks. In addition, Nairamarkets designs, graphics, logos, page headers, button icons, scripts, service names and other marks indicated on our Site are trademarks (collectively, "Trademarks"), or trade dress of Nairamarkets in Nigeria and/or its subsidiaries in Africa and/or other jurisdictions. Nairamarkets 's Trademarks and trade dress may not be used in connection with any product or service that is not Nairamarkets 's, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Nairamarkets. Subject to the terms and conditions of this Agreement and Innstapay Merchant Agreement and provided your Seller Account is in good standing, we grant you a non-exclusive, non-transferable, non-assignable, revocable right to use the "Innstapay" and other related Trademarks designated by us solely in accordance with our brand guidelines and such other documentation as we make available from time to time. You may not use the Trademarks except as expressly permitted herein, and may not sublicense these rights or otherwise permit any party to use the Trademarks. You acknowledge that we and our Affiliates are the sole owners of the Trademarks, and you agree to do nothing inconsistent with that ownership. We may revoke your license at any time in its sole discretion. Upon the termination or expiration of this Agreement, you shall immediately cease and discontinue all further use of the Trademarks. All goodwill arising out of your use of the Trademarks will inure to the sole benefit of us and our Affiliates. All other trademarks not owned by us that appear on the Site or Seller Central or in connection with the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Nairamarkets. We and our Affiliates may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service in accordance with our Specifications and other Policies (including without limitation in co-branded web pages used to process orders). We and our Affiliates may use your name or logo to identify you as a participating merchant unless you request otherwise.
Other than the limited use and access rights and licenses expressly set forth in this Agreement, we and our Affiliates reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Service, the Nairamarkets Materials (described below), our or our Affiliates’ Trademarks, and any other technology, software and intellectual property that we provide, make available or use to provide the Service, Site and the Nairamarkets Materials. Except for the limited use and access rights described in this Agreement, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Site, the Nairamarkets Materials, our Trademarks, or such other technology, software or intellectual property provided or made available by us or our Affiliates.
14. Press Release
You may not issue any press release or make any public statement related to the Service, or except as expressly provided in this Agreement, use our or any of our Affiliate’s name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
15. License and Site Access
Nairamarkets grants you a limited license to access this Site and not to download (other than page caching) any portion of it, except with express prior written consent of Nairamarkets and/or its Affiliates, as may be applicable. During the term of this Agreement, you may use the Nairamarkets Materials only for your internal purposes and solely as necessary for your use of the Service. "Nairamarkets Materials" include any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including the Specifications and any integration guides) developed and provided by us or our Affiliates to you for download from the Site. Nairamarkets Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open source license such as Apache 2.0. You may not, and may not attempt to, directly or indirectly: • transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute or grant rights to any person or entity in the Service or the Nairamarkets Materials; • remove, obscure, or alter any notice of any Trademark, or other intellectual property or proprietary right appearing on or contained within the Service or on any Nairamarkets Materials; • modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Nairamarkets Materials; provided that, the foregoing shall not prevent you from making derivatives of software that is made available by us on the Site in accordance with separate license terms accompanying such software expressly permitting the creation of derivatives; and • reverse engineer, disassemble, or decompile the Nairamarkets Materials or the Service or apply any other process or procedure to derive the source code of any software included in the Nairamarkets Materials or as part of the Service. This license does not include any resale or commercial use of this Site or its contents; any derivative use of this Site or its contents; any downloading or copying of Account information for the benefit of another seller; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site (including but not limited to any copyrighted material, Trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express prior written consent of Nairamarkets and/or its Affiliates, as may be applicable. You may not frame or utilize framing techniques to enclose any Trademark, logo, or other proprietary information (including images, text, page layout, or form) of Nairamarkets without express written consent. You may not use any meta tags or any other "hidden text" utilizing Nairamarkets or its Affiliate's name or Trademarks without the express written consent of Nairamarkets and/or its Affiliates, as may be applicable. Any unauthorized use terminates the permission or license granted by Nairamarkets and/or its Affiliates, as may be applicable. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of your website so long as the link does not portray Nairamarkets, this Site or their Affiliates, or their products and services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Nairamarkets logo or other proprietary graphic or Trademark as part of the link without express written permission of Nairamarkets and/or its Affiliates, as may be applicable.
Use of this Site is available only to persons who can form a legally binding contract under the Nigerian Law. If you are a minor i.e. under the age of 18 years, you may use this Site only with involvement of a parent or guardian.
17. Your Conduct
You must not use the Site in any way that causes, or is likely to cause, the Site or access to it to be interrupted, damaged or impaired in any way.
You understand that you, and not the Site, are responsible for all electronic communications and content sent from your computer to us and you must use the Site for lawful purposes only. You must not use the Site for any of the following: • For fraudulent purposes, or in connection with a criminal offense or other unlawful activity; • To send, use or reuse any material that does not belong to you; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of Nigeria or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam"; or is otherwise in violation of the Service's Acceptable Use Policy; or • To cause annoyance, inconvenience or needless anxiety. Reviews, Comments, Communications and Other Content You may post reviews, comments, photos, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise impermissible, injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. Nairamarkets reserves the right (but not the obligation) to remove or edit any content that in the sole judgment of Nairamarkets violates this User Agreement and, or terminate your permission to access or use this Site.
If you do post content or submit material, and unless we indicate otherwise, you grant Nairamarkets and/or its Affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Nairamarkets and/or its Affiliates and sub-licensees the right to use the name that you submit in connection with such content, if they choose.
You represent and warrant that you own or otherwise control all of the rights to the content that you post or you otherwise provide on or through the Site: that, as at the date that the content or the material is submitted to the Site: the content and the material is accurate; that use of the content you supply does not breach any applicability of this User Agreement and will not cause injury to any person or entity (including that the content is not defamatory); that the content is lawful. You will indemnify Nairamarkets and/or its Affiliates for all claims brought by a third party against it or its Affiliates arising out of or in connection with any of these warranties. Nairamarkets has the right (but not the obligation) to monitor and edit or remove any activity or content. Nairamarkets takes no responsibility and assumes no liability for any content posted by you or any third party.
You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Nairamarkets, including the execution of deeds and documents, at its request.
19. Claim against Objectionable Content
Because we host many thousands of comments on the Site, it is not possible for us to be aware of the contents of each comment or review that is posted. Accordingly, we operate on a "notice and takedown" basis. If you believe that any content posted on the Site is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of Nigeria or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, ("Objectionable Content"), please notify us immediately by following our Notice and Procedure for Notifying of Objectionable Content given below. Once this procedure has been followed, we will make all reasonable endeavours to remove such Objectionable Content complained about within a reasonable time.
20. Intellectual Property Claims
Nairamarkets and its affiliates respect the intellectual property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, please follow our Notice and Procedure for Making Claims of Right Infringements given below.
21. Indemnity and Release
You shall indemnify and hold harmless Nairamarkets, its subsidiaries, Affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of breach of your representations, warranties, or obligations set forth in this Agreement; or any actual or alleged infringement, misappropriation or violation of any third-party rights or applicable law by your trademarks used in connection with the Service or your website or application using the Service; or your use of the Service; or any transaction submitted by you through the Service (including without limitation the accuracy of any Product Information that you provide or any claim or dispute arising out of products or services offered or sold by you); or any document incorporated by reference; or your violation of any law, rules, regulations or the rights of a third party.
You (as a buyer) hereby expressly release Nairamarkets and/or its Affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the sellers and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of applicable national, state or local sales or use taxes or value added tax or service tax or goods and services tax ("Taxes") that Nairamarkets is legally obligated to charge under the applicable legislation.
If we are required to deduct any income tax or other withholdings on any payments to be made to you, we will have the right to deduct the required amounts and pay such amounts to the applicable regulatory authority on your behalf. You will not make any claim against us in respect of any deduction made pursuant to this Section. Throughout the term of the agreement, you will provide us with any forms, documents, or certifications, including Permanent Account Number as may be required by us to satisfy any information reporting or withholding tax obligations with respect to any payments under the Deed and you confirm that you would duly pay any applicable taxes on your income, as applicable under this agreement on all amounts on which taxes are not or inadequately withheld and report and file a return of income under the applicable laws and provide the necessary certifications in this respect.
23. Other Businesses
We are not responsible for examining or evaluating, and we do not warrant or endorse the offerings of any of the sellers, or the content of their websites. Nairamarkets does not assume any responsibility or liability for the actions, products, and content of any of these and any other third-parties.
We will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the Site.
Events Beyond Our Reasonable Control
We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.
26. Representations and Warranties
27. Disclaimer of Warranties and Limitation of Liability
THIS SITE, THE NAIRAMARKETS MATERIALS, SERVICE AND ALL INFORMATION, CONTENT, MATERIALS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY NAIRAMARKETS ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. NAIRAMARKETS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE NAIRAMARKETS MATERIALS, SERVICE, INFORMATION, ANY APPLICATION, CONTENT INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, SUITABILITY, RELAIBILITY, COMPLETENESS, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE SITE, THE NAIRAMARKETS MATERIALS, OR THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND ARE USING YOUR BEST AND PRUDENT JUDGMENT BEFORE ENTERING INTO ANY TRANSACTIONS THROUGH THE SITE; (D) ELECTRONIC COMMUNICATIONS SENT FROM NAIRAMARKETS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
AT NO TIME SHALL ANY RIGHT, TITLE OR INTEREST IN THE PRODUCTS SOLD THROUGH OR DISPLAYED ON THE SELLERS’ WEBSITE VEST WITH NAIRAMARKETS NOR SHALL NAIRAMARKETS HAVE ANY OBLIGATIONS OR LIABILITIES IN RESPECT OF ANY TRANSACTIONS ON THE SELLERS’ WEBSITE. WE SHALL NEITHER BE LIABLE NOR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF SELLERS OR ANY BREACH OF CONDITIONS, REPRESENTATIONS OR WARRANTIES BY THE SELLERS OR MANUFACTURERS OF THE PRODUCTS AND HEREBY EXPRESSLY DISCLAIM AND ANY ALL RESPONSIBILITY AND LIABILITY IN THAT REGARD. WE DO NOT IMPLICITLY OR EXPLICITLY SUPPORT OR ENDORSE THE SALE OR PURCHASE OF ANY PRODUCTS ON THE SELLER’S WEBSITE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, SELLER CENTRAL, THE NAIRAMARKETS MATERIALS, OR THE SERVICES (INCLUDING THE INABILITY TO USE THE SERVICES), UNLESS OTHERWISE SPECIFIED IN WRITING. IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES OR PRODUCTS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. SUBJECT TO THE PROVISIONS OF SECTION 2.3.1 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES BE LIABLE TO YOU FOR ANY FAILURE OR DELAY BY US (OR OUR EMPLOYEES, AGENTS, OR REPRESENTATIVES) IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, WHERE SUCH FAILURE OR DELAY IS CAUSED BY ABNORMAL AND UNFORESEEABLE CIRCUMSTANCES BEYOND OUR CONTROL, THE CONSEQUENCES OF WHICH WOULD HAVE BEEN UNAVOIDABLE DESPITE ALL REASONABLE EFFORTS TO THE CONTRARY, OR WHERE WE ARE BOUND BY OTHER LEGAL OBLIGATIONS COVERED BY APPLICABLE LAW.
28. Applicable Law
By visiting this Site and using the Service, you agree that the laws of Federal Republic of Nigeria without regard to the principles of conflict of laws will govern this Agreement and any dispute of any sort that might arise between you and Nairamarkets.
Any dispute relating in any way with your visit to this Site or usage of the Service shall be submitted to the exclusive jurisdiction of the courts at Lagos, Nigeria.
30. This Agreement, Site Policies, Modification and Severability
Please review our other Policies posted on the Site. These Policies also govern your visit to this Site and usage of the Service. We reserve the right to make changes to our Site, Policies, and this Agreement at any time, in our sole discretion. You will be subject to the terms of this Agreement and the Policies in force at the time that you use the Site, unless any change to those Policies or this User Agreement is required to be made by law or government authority. If any of the terms and conditions of this Agreement shall be deemed invalid, void, or for any reason unenforceable, such terms and conditions shall be deemed severable and shall not affect the validity and enforceability of any remaining terms and conditions of this Agreement.
You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns. Any assignment or transfer in violation of this Section will be deemed null and void.
If you breach this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement.
33. Our Details
This Site is operated by Nairamarkets. You could contact us by visiting nairamarkets.com, which will be available at launch of the Service or via e-mail to [email protected]
34. Entire Agreement
This Agreement, including without limitation the Policies and Nairamarkets Agreement (for users with Seller Accounts), constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.
Notice and Procedure for Notifying us of Objectionable Content If you believe that any content posted on the Site contains any Objectionable Content as defined under Section 19 above, please notify us immediately by copying the Notice to us of Objectionable Content below into your word processor program, complete it in accordance with the instructions set out in the Notice and send a signed copy via E-mail or Fax to the Grievance Officer:
E-mail: [email protected]
Subject Line: Claim of Objectionable Content
c/o OSM-FINC Ltd
35 Moloney Street, Obalende,
Lagos Island, Lagos,
Lagos State, Nigeria
Please note that this procedure is exclusively for notifying us of Objectionable Content posted on the Site. Please provide your address, telephone number, and e-mail address when sending the notice to us.
Important Warning: Giving false, misleading or inaccurate information in the Notice to us may result in civil and/ or criminal liability.
Notice to us of Objectionable Content
In the matter Nairamarkets Service,
I, [Please set out your full name] of [please give your postal address], [please set your occupation], says as follows:
I refer to the website www.nairamarkets.com ("the site"). I make this statement in support of my giving Nairamarkets Service notice that, the Site is causing or contributing to the publication of Objectionable Content.
The Objectionable Content (delete whichever paragraph is not applicable): (a) The Objectionable Content appear on page [please state the page number(s) where you consider the words constitute Objectionable Content]. OR (b) appear on the site at [please cut and paste the address of the relevant Web page from the website where the Objectionable Content appears].
The words/ content that I consider to be Objectionable Content are [please repeat the exact words you are complaining about].
This content is Objectionable Content because [please state why you consider the content is Objectionable Content].
I understand that this statement may be used in any court proceedings that may arise out of or relating to the Objectionable Content which I have complained about. Statement of Truth
I declare the facts stated above to be true.
Notice and Procedure for Making Claims of Rights Infringements If you believe that your rights are being infringed, you may fill out and submit the Notice Form. We respond expeditiously to rights owners and their agents who complete and submit the Notice Form to communicate concerns about any alleged infringement.
Upon receipt of a Notice Form we may take certain actions, including removing information, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Furthermore, in submitting a Notice Form, you grant to us the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding the Notice Form to the parties involved in the provision of the allegedly infringing content. You agree to indemnify us for all claims brought by a third party against Nairamarkets arising out of or in connection with the submission of a Notice Form.
Important Warning: giving false, misleading or inaccurate information in the Notice Form to Nairamarkets may result in civil and/or criminal liability. You should contact a legal advisor should you have any questions.
Notice Form: If you believe that your rights are being violated by an item or information on the Site, you may fill out and submit the Notice Form (below). This signed form can be sent via E-mail or Fax to the Grievance Officer:
E-mail: [email protected]
Subject Line: Claim of Infringement
c/o OSM-FINC Ltd
35 Moloney Street, Obalende,
Lagos Island, Lagos,
Lagos State, Nigeria
(We will accept an e-mail with the subject line "Claim of Infringement" or Fax, unless by prior agreement we have agreed with you for an alternative receipt mechanism).
Please fill out the Notice form using the corresponding numbered paragraphs to frame your communication.
I, [INSERT FULL NAME AND TITLE] of [COMPANY NAME, IF APPLICABLE], state as follows:
Contact information: (a) Your and/ or your company's name, address, telephone number and contact e-mail address; (b)The contact e-mail address and/or name which we will provide to third party (if relevant) so they may contact you to resolve any issues regarding your notification to us. If you do not provide a separate contact e-mail, you authorize us to use the contact information you provide in (1)(a).
Allegation of Infringed Right: (a) The detailed description of where the information that you claim is infringing your rights is located on the site. (b) A description of your intellectual property right(s) that you claim has/have been infringed (e.g. copyright, trademark or patent). Include the following statement: "I have a good faith belief that the portion of the posted content described above violate(s) the intellectual property rights owned by the intellectual property owner or its agent, nor is such use otherwise permissible under law."
Include the following statement: "I represent that the information in this notification is true and correct and that I am the intellectual property owner or authorized to act on behalf of the intellectual property owner for the rights described above."
Sign the Notice Form.