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Acceptance. Welcome to SignOnAfrica, for Hosting and
eBusiness, Simplified - owned and operated by SignOnAfrica Communications Ltd.
("SignOnAfrica"). SignOnAfrica's products and services (collectively, the
"Services") are offered by SignOnAfrica through web pages at the URL
http://www.SignOnAfrica.net, and pages linked thereto which display
SignOnAfrica's branding bars or logos.
Note:
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'Virtual Hosting' Customers, Resellers and General Users of SignOnAfrica's
Services are bound by these Terms of Service.
'Dedicated Server' and 'Colocation' Customers should refer to their formal
written agreements with SignOnAfrica, as applicable, since these Terms of
Service are valid addenda thereto, except where inconsistent with those
written agreements. Note also: if you do not sign and return the formal
written agreements to us: (i) within seven (7) days after receipt of the
formal written agreement(s), or (ii) within seven (7) days after commencing
the use of our Services without having notified us during that seven (7) days
about issues on your server(s), whichever is later, then by your use of our
Services you shall be deemed to have accepted those formal written agreement(s)
despite having not signed and returned them to us.
By accessing SignOnAfrica or using any of the Services, you agree, without
limitation or qualification, to be bound by these terms and conditions and
such other additional terms, conditions, rules and policies which are
displayed or to which you may be directed in connection with any particular
Services, as may be modified by SignOnAfrica from time to time (collectively
the "Terms and Conditions"). SignOnAfrica reserves the right to modify any of
these Terms and Conditions without prior notice. Your continued use of
SignOnAfrica following these changes will constitute your acceptance of them.
If any material modifications to the Terms of Service are unacceptable to you,
you may terminate your subscription as provided in Section 4.
Since these Terms and Conditions contain legal obligations, you should read
them carefully, and since they may be updated from time to time, you should
check back periodically. The most current version of the Terms and Conditions
can be found at Terms of Service
http://SignOnAfrica.net/about/terms.php.
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Privacy. For information on how user information is
collected and used by SignOnAfrica, please consult our Privacy Policy, which
forms part of this agreement.
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Usage Policy. SignOnAfrica does not intend to
systematically monitor the content which is submitted to, stored on or
distributed or disseminated by you via the Services ("Customer Content").
Customer Content includes the content of your customers and/or users of your
website. Accordingly, under these Terms and Conditions, you will be
responsible for your customers' content and activities on your website.
Notwithstanding anything to the contrary contained herein, SignOnAfrica may
immediately take corrective action, including removal of all or a portion of
the Customer Content, disconnection or discontinuance of any and all Services,
or termination of this agreement in the event of notice of possible violation
of this agreement. In the event SignOnAfrica takes corrective action,
SignOnAfrica shall not be liable to refund any fees paid in advance. You
hereby agree that SignOnAfrica shall have no liability to you or any of your
customers due to any corrective action that may thereby occur, including
without limitation, the disconnection of Services.
You are required to keep your operating systems, security patches, software,
and firewalls fully updated and properly configured.
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Term, Termination & Cancellation Policy. The initial
term of your agreement with SignOnAfrica shall be as set forth in your Order
Form (the "Initial Term"). The Initial Term shall begin upon commencement of
the Services in the Order Form. After the Initial Term, your agreement with
SignOnAfrica shall automatically renew for successive terms of equal length as
the Initial Term, unless terminated or cancelled by either party as provided
in this section. The Initial Term and all successive renewal periods shall be
referred to, collectively, as the "Term".
This agreement may be terminated: (i) by either party by giving the other
party seventy two (72) hours prior notice (subject to an early cancellation
fee as provided below); and (ii) by SignOnAfrica at any time, without prior
notice, if, in SignOnAfrica's judgment, you are in violation of any term or
condition herein, or in SignOnAfrica's sole judgment, your use of the Services
places or is likely to place unreasonable demands upon SignOnAfrica or could
disrupt SignOnAfrica's business operations.
If you cancel this agreement prior to the end of the Term: (i) you shall be
obligated to pay all fees and charges accrued prior to the effectiveness of
such cancellation; (ii) SignOnAfrica shall refund to you all pre-paid fees for
basic hosting services (shared, dedicated and/or managed) for the full months
remaining after effectiveness of cancellation (i.e., no partial month fees
shall be refunded), less any setup fees and any discount applied for
prepayment; (iii) you shall be obligated to pay one hundred percent (100%) of
all charges for all Services for each month remaining in the Term (other than
basic hosting fees as provided in (ii) above); and (iv) SignOnAfrica shall
have the right to charge you an early cancellation fee of $25.00.
If SignOnAfrica cancels this agreement prior to the end of the Term,
SignOnAfrica shall not refund to you any fees paid in advance of such
cancellation, and: (i) you shall be obligated to pay all fees and charges
accrued prior to the effectiveness of such cancellation; (ii) you shall be
obligated to pay one hundred percent (100%) of all charges for all Services
for each month remaining in the Term; and (iii) SignOnAfrica shall have the
right to charge you an early cancellation fee of $25.00.
Notwithstanding anything to the contrary herein, if for any reason you decide
to cancel your agreement with SignOnAfrica within the first thirty (30) days
after placing your initial order, SignOnAfrica will issue you a full refund
upon request.
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Billing & Payment. All fees for the Services shall
be in accordance with SignOnAfrica's fee schedule then in effect, the terms of
which are incorporated herein by reference, and shall be due at the times
provided therein. Fees for renewal periods after the Initial Term shall be due
and owing immediately upon the first day of such renewal period. SignOnAfrica
may impose a debt service charge equal to one and one-half percent (1.5%) of
the overdue balance (or such lesser amount as may be required by law) for each
month or fraction thereof the overdue amount remains unpaid. In addition, in
the event that any amount due SignOnAfrica remains unpaid twenty (20) days
after such payment is due, SignOnAfrica, in its sole discretion, may
immediately terminate this agreement, and/or withhold or suspend Services.
There will be a $50.00 (or the equivalent amount in Nigerian naira) charge to
reinstate accounts that have been suspended or terminated. All taxes, fees and
governmental charges relating to the Services provided hereunder (other than
income taxes of SignOnAfrica) shall be paid by you.
You agree that SignOnAfrica may pre-charge fees for the Services to the credit
card supplied by you during registration. Returned checks will be assessed a
$30.00 charge. Wire transfers will be assessed a $30.00 charge.
Except as may be specifically stated to the contrary in any written agreement
between you and SignOnAfrica, you shall be responsible to pay the amount of
$0.85 for each Gigabyte of data traffic you incur in excess of your applicable
monthly usage limit.
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Special Provisions Applicable to Resellers.
SignOnAfrica from time to time may offer reseller programs which will permit
you to resell certain of SignOnAfrica's products and services, and be eligible
for certain discounts, services and other promotions. A customer that
participates in a reseller program is referred to herein as a "Reseller". To
be eligible to participate in a reseller program, the Reseller may be required
to meet certain requirements as provided in such reseller program. If you are
a Reseller, the terms and conditions in this section (in addition to any terms
or conditions contained in the reseller program - and the rest of these Terms
of Service) are applicable to you.
When you resell the Services, the purchaser of those resold services becomes
your customer (a "Reseller Customer"). A Reseller Customer is not a Customer
of SignOnAfrica, and SignOnAfrica will not support any Reseller Customer.
Reseller shall take all necessary measures to preclude SignOnAfrica from being
made a party to any agreement with any Reseller Customer. As a Reseller, you
are authorized to resell the Services identified in the applicable reseller
program on a non-exclusive basis. SignOnAfrica reserves the right to market
and sell its products and services through its own employees, other resellers
and other representatives and retailers that may compete with you. The terms
and conditions of such other relationships may differ from the terms of this
agreement and the reseller program, and may be better. Reseller shall be
responsible for billing, and collecting payments from, Reseller Customers.
Reseller shall not withhold payments to SignOnAfrica under this agreement
because of a failure of a Reseller Customer to make payments to Reseller.
Reseller may set the prices to be paid to it by Reseller Customers for any of
the resold Services. Reseller shall provide all support (including, without
limitation, customer support, first level support, second level support, and
other technical support) for Reseller Customers. Reseller shall pay all sales,
use, transfer, privilege, excise or other taxes and all duties, whether
international, state, provincial, or local, however designated, which are
levied or imposed on SignOnAfrica and Reseller under this agreement and any
and all transactions between Reseller and Reseller Customers. Reseller shall
not resell the Services under SignOnAfrica's brand name. Reseller shall be
solely responsible for compliance with any regulations governing the export of
the Services (or any portion thereof). Nothing in this agreement constitutes a
license to Reseller to use or resell the Marks (as defined below).
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SignOnAfrica as Reseller or Licensor.
SignOnAfrica is acting only as a reseller or licensor of the hardware,
software and equipment used in connection with the products and/or Services
that were or are manufactured or provided by a third party ("Non-SignOnAfrica
Product"). SignOnAfrica shall not be responsible for any changes in the
Services that cause the Non-SignOnAfrica Product to become obsolete, require
modification or alteration, or otherwise affect the performance of the
Services. Any malfunction or manufacturer's defects of Non-SignOnAfrica
Product either sold, licensed or provided by SignOnAfrica to you or purchased
directly by you used in connection with the Services will not be deemed a
breach of SignOnAfrica's obligations under this agreement. Any rights or
remedies you may have regarding the ownership, licensing, performance or
compliance of Non-SignOnAfrica Product are limited to those rights extended to
you by the manufacturer of such Non-SignOnAfrica Product. You are entitled to
use any Non-SignOnAfrica Product supplied by SignOnAfrica only in connection
with your permitted use of the Services. You shall use your best efforts to
protect and keep confidential all intellectual property provided by
SignOnAfrica to you through any Non-SignOnAfrica Product and shall make no
attempt to copy, alter, reverse engineer, or tamper with such intellectual
property or to use it other than in connection with the Services. You shall
not resell, transfer, export or re-export any Non-SignOnAfrica Product, or any
technical data derived there from, in violation of any applicable United
States, Nigeria or foreign law
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IP Address Ownership. If SignOnAfrica assigns you an
Internet Protocol address for your use, the right to use that Internet
Protocol address shall belong only to SignOnAfrica, and you shall have no
right to use that Internet Protocol address except as permitted by
SignOnAfrica in its sole discretion in connection with the Services, during
the term of this Agreement. SignOnAfrica shall maintain and control ownership
of all Internet Protocol numbers and addresses that may be assigned to you by
SignOnAfrica, and SignOnAfrica reserves the right to change or remove any and
all such Internet Protocol numbers and addresses, in its sole and absolute
discretion.
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Caching. You expressly: (i) grant to SignOnAfrica a
license to cache the entirety of the Customer Content and your web site(s),
including content supplied by third parties, hosted by SignOnAfrica under this
agreement; and (ii) agree that such caching is not an infringement of any of
your intellectual property rights or any third party's intellectual property
rights.
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CPU Usage. You agree that you shall not use
excessive amounts of CPU processing on any of SignOnAfrica's servers. Any
violation of this policy may result in corrective action by SignOnAfrica,
including assessment of additional charges, disconnection or discontinuance of
any and all Services, or termination of this agreement, which actions may be
taken in SignOnAfrica's sole and absolute discretion. If SignOnAfrica takes
any corrective action under this section, you shall not be entitled to a
refund of any fees paid in advance prior to such action.
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Bandwidth & Disk Usage. You agree that bandwidth and
disk usage shall not exceed the number of megabytes per month for the Services
ordered by you on the Order Form (the "Agreed Usage"). SignOnAfrica will
monitor your bandwidth and disk usage. SignOnAfrica shall have the right to
take corrective action if your bandwidth or disk usage exceeds the Agreed
Usage. Such corrective action may include the assessment of additional
charges, disconnection or discontinuance of any and all Services, or
termination of this agreement, which actions may be taken in SignOnAfrica's
sole and absolute discretion. If SignOnAfrica takes any corrective action
under this section, you shall not be entitled to a refund of any fees paid in
advance prior to such action.
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Property Rights. SignOnAfrica owns all right,
title and interest in and to the Services' and SignOnAfrica's trade names,
trademarks, service marks, inventions, copyrights, trade secrets, patents,
know-how and other intellectual property rights relating to the design,
function, marketing, promotion, sale and provision of the Services and the
related hardware, software and systems ("Marks"). Nothing in this Agreement
constitutes permission to you to use, license or resell the Marks.
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Your Conduct. In consideration of the availability,
and your use, of the Services, you agree, while visiting or using SignOnAfrica
not to knowingly or unknowingly:
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post, transmit, or otherwise distribute any
information constituting or encouraging conduct that would constitute a
criminal offense or give rise to civil liability including without
limitation a material misrepresentation or breach of contract, or otherwise
use SignOnAfrica or any of the Services in a manner which is contrary to
law;
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defame, abuse, stalk, harass, threaten or otherwise
violate the legal rights of others, including without limitation, rights
relating to privacy and publicity;
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post, transmit, or otherwise distribute any
inappropriate, profane, defamatory, infringing, confidential, or unlawful
material or information;
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post, transmit, or otherwise distribute any information
or software which contains , replicates, or distributes the data of, a
virus, boot, Trojan horse, worm or other harmful or disruptive component; nor
allow your machine to be operated as a so-called "zombie" server;
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upload, post, publish, transmit, reproduce, or otherwise
distribute in any way, information, software or other material obtained
through SignOnAfrica or the Service, or any derivative work thereof, which
is protected by copyright, or any other intellectual property right, without
obtaining permission of the copyright owner or right holder;
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impersonate or falsely represent your identity or
association with any person, including a SignOnAfrica Person or another
SignOnAfrica customer; and
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Use, reproduce, sell, re-sell or otherwise exploit
SignOnAfrica, or any of the Services, for any commercial purposes not
authorized by these Terms and Conditions.
SignOnAfrica's Spamming Policy: SignOnAfrica has 'zero tolerance' for UBE/UCE
(unsolicited bulk email/unsolicited commercial email). SignOnAfrica defines
UBE/UCE as unsolicited broadcast or commercial email that is sent to
addresses that do not affirmatively and verifiably request such material
from that specific sender. SignOnAfrica's spamming policy is as follows:
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SignOnAfrica customers and customers of SignOnAfrica or
any user of bandwidth and/or services on SignOnAfrica’s network (herein
described as ‘users’ are prohibited from sending UBE/UCE. Users may be asked
to produce records that verify that explicit affirmative permission was
obtained from a recipient before a mailing was sent. SignOnAfrica may
consider the lack of such proof of explicit affirmative permission to be a
questionable mailing of UBE/UCE at its sole discretion;
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SignOnAfrica customers are prohibited from maintaining
open mail relays on their servers. Ignorance of the presence or operation of
an open mail relay is not and will not be considered an acceptable excuse
for its (the open mail relay) operation. Multiple infractions of this policy
will result in a discontinuation of service;
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SignOnAfrica customers will be notified in the event that
they may be hosting sites listed as violators of the above policy. Again,
failure to rectify such situations may be cause for termination;
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SignOnAfrica customers are prohibited from providing
hosting services for websites that have been included in UBE/UCE. Hosting
includes, but is not limited to, hosting website(s), providing DNS services
as well as website redirect services;
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Valid complaints received by SignOnAfrica may lead to immediate
termination or suspension of the Services. SignOnAfrica may block traffic
without prior notice to and from the IP address involved in the UBE/UCE
complaint until the problem is resolved and preventative measures have been
implemented to prevent the violation from recurring; and
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SignOnAfrica reserves the right to suspend and/or cancel permanently any
and all services provided to the user without a notification. If your are in
violation of any term or condition of the Usage Policy or your use of the
Services disrupts or, in SignOnAfrica's judgment, could disrupt,
SignOnAfrica's business operations, SignOnAfrica reserves the right to
charge a liquidated damages fee of $500, in addition to and without
limitation of any other rights or remedies it may have.
To report an incidence of abuse, please report it to
abuse@SignOnAfrica.net.
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Web Based Communications. To the extent SignOnAfrica
may offer webmail or other web based email or communication services
(collectively "Webmail"), these are provided on an "AS IS" basis without
representations, warranties or conditions of any kind, and you acknowledge and
agree that SignOnAfrica shall have no responsibility for, or liability in
respect of, any aspect of the Webmail services, including without limitation
for any lost or damaged data or any acts or omissions of SignOnAfrica
The components and any aspects of the Webmail services, including email,
information and other data you store on the Webmail service, may be deleted by
SignOnAfrica at any time for any reason or for no reason at all, in
SignOnAfrica's sole discretion, with or without notice to you. SignOnAfrica
shall have no obligation to maintain any content in your Webmail account or to
forward any unread or unsent messages to you or any third party.
You agree to comply with all applicable laws and the Terms and Conditions in
using a Webmail service and are solely responsible for all acts or omissions
that occur under your account or password. In addition to other prohibited
conduct described herein, you may not use the Webmail service to post,
transmit or otherwise facilitate the creation or distribution of chain
letters, junk e-mail, spam or any duplicative or unsolicited messages,
surveys, contests or schemes. Further you may not forge headers or otherwise
manipulate any identifiers serving to disguise the origin of any content
transmitted using the Webmail service.
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Service Modifications. You acknowledge and
agree that SignOnAfrica reserves the right at any time to modify or
discontinue any of the Services with or without notice to you, and that
SignOnAfrica will not be responsible or liable, directly or indirectly, to you
or any other person in any way for any loss or damage of any kind incurred as
a result of, or in connection with, any such modifications or discontinuance.
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Your Warranties. You shall be solely
responsible for the development, operation and maintenance of your web site,
online store and e-commerce activities, for all products and services offered
by you or appearing online and for all contents and materials appearing online
or on your products, including, without limitation: (i) the accuracy and
appropriateness of the Customer Content and content and material appearing in
its store or on its products; (ii) ensuring that the Customer Content and
content and materials appearing in its store or on its products do not violate
or infringe upon the rights of any person; and (iii) ensuring that the
Customer Content and the content and materials appearing in its store or on
its products are not defamatory or otherwise illegal. You shall be solely
responsible for accepting, processing and filling customer orders and for
handling customer inquiries or complaints. You shall be solely responsible for
the payment or satisfaction of any and all taxes associated with your web site
and online store.
You shall be responsible for the security and confidentiality of any customer
information (including, without limitation, customer credit card numbers) that
you may receive as a result of your web site or online store
You represent and warrant to SignOnAfrica that you own or have the right to
use the Customer Content and material contained therein, including all text,
graphics, sound, music, video, programming, scripts and applets, and that the
use, reproduction, distribution and transmission of the Customer Content and
any information and materials contained therein does not, and will not: (i)
infringe or misappropriate any copyright, patent, trademark, trade secret or
any other proprietary right of a third party; (ii) violate any criminal laws;
or (iii) constitute false advertising, unfair competition, defamation, an
invasion of privacy, violate a right of publicity or violate any other law or
regulation. You grant SignOnAfrica the right to reproduce, copy, use and
distribute all and any portion of the Customer Content to the extent needed to
provide and operate the Services.
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Disclaimer of Warranty. You agree to use all
Services and any information obtained through or from SignOnAfrica, at your
own risk. You acknowledge and agree that SignOnAfrica exercises no control
over, and accepts no responsibility for, the content of the information
passing through SignOnAfrica's host computers, network hubs and points of
presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE
PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF SignOnAfrica, ITS PARENT,
SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES,
OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY
INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A "SignOnAfrica
PERSON") MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT
SignOnAfrica PROVIDES. NO SignOnAfrica PERSON MAKES ANY WARRANTIES THAT THE
SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY
WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES
OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR
MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. SignOnAfrica IS NOT
LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA
TRANSFERRED EITHER TO OR FROM YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS
VIA THE SERVICES PROVIDED BY SignOnAfrica. NO ORAL ADVICE OR WRITTEN
INFORMATION GIVEN BY ANY SignOnAfrica PERSON, WILL CREATE A WARRANTY; NOR MAY
YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section
shall survive any termination of this agreement.
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Indemnification. You agree to indemnify, defend and
hold harmless SignOnAfrica and its parent, subsidiary and affiliated
companies, and each of their respective officers, directors, employees,
shareholders and agents (each an "indemnified party" and, collectively,
"indemnified parties") from and against any and all claims, damages, losses,
liabilities, suits, actions, demands, proceedings (whether legal or
administrative), and expenses (including, but not limited to, reasonable
attorney's fees) threatened, asserted, or filed by a third party against any
of the indemnified parties arising out of or relating to: (i) your use of the
Services; (ii) any violation by you of the Terms and Conditions; (iii) any
breach of any representation, warranty or covenant of yours contained in this
agreement; or (iv) any acts or omissions of yours. The terms of this section
shall survive any termination of this agreement.
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Limitation of Liability. You agree that no
SignOnAfrica Person, under any circumstances, shall be held responsible or
liable for situations where the Services are accessed by third parties through
illegal or illicit means, including situations where such data is accessed
through the exploitation of security gaps, weaknesses or flaws (whether known
or unknown to SignOnAfrica at the time) which may exist in the Services or
SignOnAfrica's equipment used to provide the Services.
Under no circumstances, including negligence, shall any SignOnAfrica Person be
liable for any direct, indirect, incidental, special, consequential or
punitive damages, or loss of profits, revenue, data or use by you, any of your
customers, any Reseller Customer or any other third party, whether in an
action in contract or tort or strict liability or other legal theory, even if
SignOnAfrica has been advised of the possibility of such damages. No
SignOnAfrica Person shall be liable to you, any of your customers, any
Reseller Customer or any other third party, for any loss or damages that
result or are alleged to have resulted from the use of or inability to use the
Services, termination of the Services, alleged inadequacy of customer support,
or that results from mistakes, omissions, interruptions, deletion of files,
loss of data, errors, viruses, bots, worms, defects, delays in operations,
denial of service attack, or transmission or any failure of performance,
whether or not limited to acts of God, communications failure, theft,
destruction or unauthorized access to your records, programs, equipment or
services.
Notwithstanding anything to the contrary in this agreement, SignOnAfrica's
maximum liability under this agreement for all damages, losses, costs and
causes of actions from any and all claims (whether in contract, tort,
including negligence, quasi-contract, statutory or otherwise) shall not exceed
the actual dollar amount (or its equivalent in naira) paid by you for the
Services which gave rise to such damages, losses and causes of actions.
You understand, acknowledges and agrees that if SignOnAfrica takes any
corrective action under this agreement because of an action of you or one of
your customers or a Reseller Customer, that corrective action may adversely
affect other customers of yours or other Reseller Customers, and you agree
that SignOnAfrica shall have no liability to you, any of your customers or any
Reseller Customer due to such corrective action by SignOnAfrica.
This limitation of liability reflects an informed, voluntary allocation
between the parties of the risks (known and unknown) that may exist in
connection with this agreement. The terms of this section shall survive any
termination of this agreement
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Force Majeure. SignOnAfrica shall not be liable for
failure or delay in performing it obligations hereunder if such failure or
delay is due to circumstances beyond its reasonable control, including,
without limitation, acts of any governmental body, war, insurrection,
sabotage, embargo, fire, flood, strike or other labor disturbance,
interruption of or delay in transportation, unavailability of, interruption or
delay in telecommunications or third party services (including DNS
propagation), failure of third party software or hardware or inability to
obtain raw materials, supplies or power used in or equipment needed for
provision of the Services.
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Governing Law & Arbitration. This agreement shall be
governed by and construed in accordance with the federal laws of Nigeria
applicable therein without regard to the conflict of law provisions thereof.
Any controversy, claim or dispute arising out of or relating to these Terms
and Conditions, your use of SignOnAfrica or Services, or the relationship
which results from these Terms and Conditions, including without limitation,
the performance, breach, enforcement, existence or validity of the matters
provided for in these Terms and Conditions which cannot be amicably resolved,
even if only one of the parties declares that there is a difference
(collectively, a "Claim"), will be referred to and finally settled (to the
exclusion of the courts) by private and confidential binding arbitration
before a single arbitrator held in Lagos, Nigeria in English and governed by
Nigerian law. The arbitrator shall be a person who is legally trained and who
has experience in the information technology field in Nigeria and is
independent of either party. Any such Claim shall be arbitrated on an
individual basis, and shall not be consolidated in any arbitration with any
claim, controversy or dispute of any other party. You agree to waive any right
you may have to commence or participate in any class action against
SignOnAfrica related to any Claim and, where applicable, you also agree to opt
out of any class proceedings against SignOnAfrica. Notwithstanding the
foregoing, SignOnAfrica reserves the right to pursue the protection of
intellectual property rights and confidential information through injunctive
or other equitable relief through the courts, and SignOnAfrica reserves the
right to join you as a party in court proceedings that SignOnAfrica may have
to bring against persons who are not a party to this agreement whether your
liability is on a joint or several basis with them.
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Assignment. You shall not have the right to assign
this agreement without the prior written consent of SignOnAfrica. This
agreement shall be binding upon and inure to the benefit of you and
SignOnAfrica and all successors, administrators, executors and permitted
assigns.
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Entire Agreement, Severability. This agreement,
together with the Order Form and any other documents or agreements
specifically identified in this agreement, represents the entire agreement
between the parties, and supercedes all previous representations,
understandings or agreements. If any provision of this agreement shall be held
to be invalid, unenforceable, or void, the remainder of this agreement shall
remain in full force and effect.
You hereby represent that if you are an individual, you are over 18 years of
age, or if you are a corporation, limited partnership or other legal entity,
that you are duly organized, validly existing and in good standing under the
laws of the jurisdiction of your organization and the individual acting on
your behalf is duly authorized to accept, execute and deliver this agreement.
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Trademarks. All products, brands and company names
and logos used on SignOnAfrica are the trademarks or registered trademarks of
their respective owners. Any use of any of the marks appearing on SignOnAfrica
without the express written consent of SignOnAfrica or the owner of the mark,
as appropriate, is strictly prohibited.
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Submission of Ideas and/or Suggestions.
UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR
RELATED MATERIAL TO SignOnAfrica BE SUBJECT TO ANY OBLIGATION OF
CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR
SUGGESTION OR ANY RELATED MATERIAL TO SignOnAfrica, YOU ARE WAIVING ANY AND
ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED
MATERIAL AND ARE REPRESENTING AND WARRANTING TO SignOnAfrica THAT THE IDEA
AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT
NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED
MATERIAL AND THAT SignOnAfrica IS FREE TO IMPLEMENT THE IDEA AND/OR SUGGESTION
AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED
BY SignOnAfrica, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
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Miscellaneous. This is the entire agreement
between SignOnAfrica and you pertaining to your use of the Services and
supercedes any prior agreements between you and SignOnAfrica with regard to
this subject matter. SignOnAfrica's failure to insist upon or enforce strict
performance of any right or provision of this agreement shall not constitute
or be construed as a waiver of any right or provision. If any of the
provisions (or parts thereof) contained herein are determined to be void,
invalid or otherwise unenforceable by a court of competent jurisdiction, such
determination shall not affect the remaining provisions (or parts thereof)
contained herein. All amounts expressed herein are in U.S. dollars, however,
SignOnAfrica reserves the right to convert them to Nigerian naira equivalents
at prevailing exchange rates. The parties have required that this agreement
and all documents relating thereto be drawn up in English.
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