TERMS OF SERVICE

Parties

(1) StartR360, a company incorporated under the laws of Nigeria (referred to as "the Company", "we", "us" or "our").

(2) Any individual or legal entity who accesses, uses, or interacts with the Company's services, platform, or website (referred to as "User", "you" or "your").

Background

(A) StartR360 is a Nigerian company engaged in entrepreneurship support and business development and operates a digital mentorship and SaaS platform providing expert mentorship, digital tools, learning resources, and community engagement to users.

(B) The Company wishes to establish the terms and conditions under which users may access and use its services, platform, website, and related offerings.

(C) These Terms of Service govern the legal relationship between the Company and users who access, register for, or use any of the Company's services in any manner.

(D) By accessing or using the Company's services, users agree to be bound by these terms and conditions as may be amended from time to time.

(E) This Agreement sets forth the rights, responsibilities, and obligations of both the Company and users in connection with the provision and use of the services.

1. Definitions

1.1. Account means the registered user profile created by a User to access and use the Services.

1.2. Agreement means these Terms of Service as may be amended, modified, or supplemented from time to time.

1.3. Company means StartR360 and includes its successors, assigns, affiliates, directors, officers, employees, and agents.

1.4. Content means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials.

1.5. Confidential Information means any proprietary or confidential information disclosed by either party including technical data, trade secrets, and business information.

1.6. Fees means all charges, costs, and expenses payable by Users for access to or use of the Services.

1.7. Intellectual Property means all intellectual property rights including patents, copyrights, trademarks, trade secrets, and proprietary information.

1.8. Personal Data means any information relating to an identified or identifiable natural person as defined under Nigerian data protection laws.

1.9. Platform means the Company's website, mobile applications, software, and related technological infrastructure.

1.10. Services means all products, services, features, and functionalities provided by the Company through the Platform.

1.11. Third Party means any person or entity other than the Company and the User.

1.12. User means any individual or legal entity that accesses, uses, or interacts with the Services.

1.13. User Content means all Content created, uploaded, submitted, or transmitted by Users through the Services.

1.14. Website means https://dev.startr360.com/ and any related domains, subdomains, or web pages operated by the Company.

2. Acceptance of Terms

2.1. By accessing, browsing, registering for, or using the Platform or Services in any manner, the User expressly agrees to be bound by this Agreement and all terms and conditions contained herein.

2.2. The User represents and warrants that they have the legal capacity to enter into this Agreement and are at least eighteen (18) years of age or the age of majority in their jurisdiction of residence, whichever is greater.

2.3. If the User is accessing or using the Services on behalf of a company, organization, or other legal entity, the User represents and warrants that they have the authority to bind such entity to this Agreement.

2.4. The User's continued use of the Platform or Services following any modification to this Agreement constitutes acceptance of such modifications.

2.5. If the User does not agree to any provision of this Agreement or any subsequent modifications, the User must immediately cease all use of the Platform and Services.

2.6. The Company may require Users to affirmatively accept updated terms by clicking "I Agree" or a similar mechanism before continued use of the Services.

2.7. Users accessing the Platform through third-party platforms or applications remain bound by this Agreement in addition to any terms governing such third-party services.

3. Description of Services

3.1. The Company provides users with access to the Platform and Services as described on the Website and as may be updated from time to time at the Company's sole discretion.

3.2. The Services include but are not limited to:

  • (a) Access to the Platform's features and functionalities as made available to users;
  • (b) User account creation and management capabilities;
  • (c) Content storage, processing, and management services where applicable;
  • (d) Customer support services through designated channels;
  • (e) Any additional services or features that may be introduced by the Company.

3.3. The Company reserves the right to modify, suspend, discontinue, or restrict access to any part of the Services at any time without prior notice, except as required by applicable Nigerian law.

3.4. Services are provided on an "as available" basis and the Company does not guarantee uninterrupted or error-free operation of the Platform or Services.

3.5. The Company may integrate Third Party services or content into the Platform, but such integration does not constitute an endorsement or warranty of such Third Party offerings.

3.6. Certain Services or features may require additional terms, conditions, or fees, which shall be communicated to users prior to access or use.

3.7. The Services are intended for use within Nigeria and in accordance with Nigerian laws, though the Company may permit access from other jurisdictions at its discretion.

3.8. Users acknowledge that the nature and scope of Services may evolve over time and that continued use constitutes acceptance of such changes.

4. User Registration and Account Management

4.1. Account Registration

  • (a) To access certain Services, Users must create an Account by providing accurate, current, and complete information during the registration process.
  • (b) Users must be at least 18 years of age or have reached the age of majority under Nigerian law to register for an Account.
  • (c) Users under 18 years may only register with the express consent and supervision of a parent or legal guardian who agrees to be bound by this Agreement.
  • (d) Each User may maintain only one Account unless expressly authorized by the Company in writing.

4.2. Account Information

  • (a) Users are responsible for maintaining the accuracy, completeness, and currency of all information provided in their Account.
  • (b) Users must promptly update their Account information when changes occur.
  • (c) The Company reserves the right to request additional documentation to verify Account information at any time.

4.3. Account Security

  • (a) Users are solely responsible for maintaining the confidentiality of their Account credentials, including usernames and passwords.
  • (b) Users must immediately notify the Company of any unauthorized use of their Account or any other breach of security.
  • (c) Users are liable for all activities that occur under their Account, whether authorized or unauthorized.
  • (d) The Company will not be liable for any losses arising from unauthorized use of User Accounts.

4.4. Account Verification

  • (a) The Company may require Users to verify their identity through email confirmation, phone verification, or document submission.
  • (b) Access to certain Services may be restricted until Account verification is completed.
  • (c) The Company reserves the right to reject any registration or refuse Account verification at its sole discretion.

4.5. Account Management

  • (a) The Company may suspend or terminate Accounts that violate this Agreement or applicable Nigerian laws.
  • (b) Users may deactivate their Accounts at any time through the Platform settings or by contacting the Company.
  • (c) Upon Account termination, Users' rights to access the Services cease immediately.
  • (d) The Company may retain certain Account information as required by Nigerian law or for legitimate business purposes.

4.6. Account Transfer

  • (a) Accounts are personal to the registered User and may not be transferred, sold, or assigned to any Third Party without the Company's prior written consent.

5. User Conduct and Prohibited Activities

5.1. General Conduct Standards

  • (a) Users must comply with all applicable Nigerian laws, regulations, and these Terms of Service when accessing or using the Platform.
  • (b) Users shall conduct themselves in a respectful, lawful, and appropriate manner when interacting with the Platform, other users, and Company representatives.
  • (c) Users are solely responsible for their conduct and any Content they submit, post, or transmit through the Services.

5.2. Prohibited Content

  • (a) Users shall not upload, post, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
  • (b) Users shall not post Content that infringes upon the Intellectual Property rights, privacy rights, or other legal rights of any third party.
  • (c) Users shall not distribute malicious software, viruses, or any code designed to harm, disable, or interfere with the Platform's functionality.

5.3. Prohibited Activities

  • (a) Users shall not use the Services for any fraudulent, deceptive, or misleading purposes.
  • (b) Users shall not attempt to gain unauthorized access to any portion of the Platform, other user accounts, or Company systems.
  • (c) Users shall not engage in any activity that interferes with or disrupts the Services or servers connected to the Platform.
  • (d) Users shall not use automated systems, including bots, crawlers, or scrapers, to access the Services without prior written consent from the Company.
  • (e) Users shall not impersonate any person or entity or falsely represent their affiliation with any person or entity.

5.4. Commercial Restrictions

  • (a) Users shall not use the Services for unauthorized commercial purposes or to compete with the Company's business.
  • (b) Users shall not engage in spamming, unsolicited advertising, or promotional activities through the Platform.

5.5. Reporting and Enforcement

  • (a) Users may report violations of this section to the Company through designated reporting mechanisms.
  • (b) The Company reserves the right to investigate suspected violations and take appropriate action, including suspension or termination of user accounts.
  • (c) Violations of this section may result in immediate termination of access to the Services and potential legal action under Nigerian law.

6. Intellectual Property Rights

6.1. Company Intellectual Property

  • (a) The Company retains all rights, title, and interest in and to the Platform, Services, Website, and all related Intellectual Property including but not limited to software, technology, designs, logos, trademarks, copyrights, trade secrets, and proprietary information.
  • (b) No rights in the Company's Intellectual Property are granted to Users except as expressly set forth in this Agreement.
  • (c) Users shall not copy, modify, distribute, sell, lease, or create derivative works from any portion of the Company's Intellectual Property without prior written consent.

6.2. User Content Rights

  • (a) Users retain ownership of User Content uploaded, submitted, or created through the Services, subject to the rights granted to the Company herein.
  • (b) By submitting User Content, Users grant the Company a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with the Services.
  • (c) Users represent and warrant that they own or have necessary rights to grant the licenses specified in clause 6.2.2 and that User Content does not infringe any Third Party Intellectual Property rights.

6.3. License to Use Services

  • (a) Subject to compliance with this Agreement, the Company grants Users a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal or business purposes.
  • (b) This license does not include any right to resell, redistribute, or commercially exploit the Services or any portion thereof.

6.4. Third Party Content

  • (a) The Services may contain Third Party content protected by Intellectual Property rights belonging to such Third Parties.
  • (b) Users acknowledge that any Third Party content is subject to the respective owner's terms and conditions.

6.5. Copyright Infringement

  • (a) The Company respects Intellectual Property rights and expects Users to do the same.
  • (b) Users who believe their copyrighted works have been infringed may notify the Company with sufficient detail to enable investigation and appropriate action.
  • (c) The Company reserves the right to remove allegedly infringing content and terminate Accounts of repeat infringers in accordance with Nigerian copyright law.

6.6. Trademark Protection

  • (a) StartR360's name, logos, and trademarks are protected under Nigerian trademark law and may not be used without express written permission.
  • (b) Users shall not use any confusingly similar marks or engage in activities that may cause confusion with the Company's trademarks.

7. User Content and Data

7.1. User Content Ownership

  • (a) Users retain ownership of all Content they create, upload, post, or submit to the Platform.
  • (b) Users are solely responsible for the accuracy, legality, and appropriateness of their User Content.

7.2. License Grant to Company

  • (a) By submitting User Content, users grant the Company a non-exclusive, royalty-free, worldwide, transferable license to use, reproduce, modify, distribute, display, and perform such User Content in connection with the Services.
  • (b) This license includes the right to sublicense User Content to Third Parties as necessary for the provision of Services.
  • (c) The license granted herein shall survive termination of this Agreement for Content that has been shared with other users or integrated into the Services.

7.3. Content Standards and Restrictions

  • (a) Users warrant that their User Content does not infringe any third party Intellectual Property rights or violate any applicable Nigerian laws.
  • (b) Users shall not submit Content that is defamatory, obscene, abusive, threatening, or otherwise objectionable.
  • (c) Users shall not upload Content containing viruses, malware, or other harmful code.

7.4. Data Processing and Protection

  • (a) The Company shall process Personal Data in accordance with its Privacy Policy and the Nigeria Data Protection Regulation 2019.
  • (b) Users consent to the processing of their Personal Data as described in the Privacy Policy.
  • (c) The Company implements appropriate technical and organizational measures to protect User Content and Personal Data.

7.5. Content Moderation and Removal

  • (a) The Company reserves the right to review, monitor, and remove any User Content that violates these terms or applicable law.
  • (b) The Company may remove User Content without prior notice if it reasonably believes such Content poses a risk to users, the Platform, or Third Parties.
  • (c) Users may request removal of their User Content by contacting the Company, subject to legal and technical limitations.

7.6. Data Backup and Storage

  • (a) Users are responsible for maintaining backup copies of their important User Content.
  • (b) The Company shall not be liable for any loss, corruption, or deletion of User Content.
  • (c) Upon termination of a User Account, the Company may delete associated User Content after a reasonable notice period.

7.7. Content Accuracy Disclaimer

  • (a) The Company does not endorse or guarantee the accuracy, completeness, or reliability of any User Content.
  • (b) Users acknowledge that reliance on User Content from other users is at their own risk.

8. Payment Terms and Billing

8.1. Payment Obligations

  • (a) Users shall pay all applicable Fees for the Services as set forth on the Platform or Website at the time of purchase or subscription.
  • (b) All payments shall be made in Nigerian Naira unless otherwise specified by the Company.
  • (c) Payment obligations are non-cancellable and Fees paid are non-refundable except as expressly provided in this Agreement.

8.2. Payment Methods

  • (a) The Company accepts payment through credit cards, debit cards, bank transfers, mobile money, and other payment methods as displayed on the Platform.
  • (b) Users must provide accurate and complete payment information and authorize the Company to charge the applicable payment method.
  • (c) Users are responsible for maintaining valid payment information and updating such information as necessary.

8.3. Billing and Payment Processing

  • (a) Fees will be billed in advance on the billing cycle indicated at the time of purchase or subscription.
  • (b) The Company may use third-party payment processors and Users consent to the processing of payment information by such Third Parties.
  • (c) Payment processing may be subject to additional terms and conditions of the payment processor.

8.4. Late Payment and Default

  • (a) If payment is not received when due, the Company may suspend or terminate access to the Services without prior notice.
  • (b) Late payments may incur additional charges and interest as permitted under Nigerian law.
  • (c) Users remain liable for all outstanding amounts even after termination of Services.

8.5. Price Changes

  • (a) The Company reserves the right to modify Fees upon thirty (30) days' prior written notice to Users.
  • (b) Continued use of the Services after the effective date of Fee changes constitutes acceptance of the new pricing.
  • (c) Users may terminate their Account if they do not agree to Fee increases before the effective date.

8.6. Taxes and Additional Charges

  • (a) All Fees are exclusive of applicable taxes, duties, and governmental charges including Value Added Tax.
  • (b) Users are responsible for payment of all taxes and charges imposed by any governmental authority.
  • (c) The Company may collect applicable taxes where required by law.

8.7. Refunds and Disputes

  • (a) Refund requests must be submitted in writing within fourteen (14) days of the disputed charge.
  • (b) The Company will investigate refund requests and respond within thirty (30) days.
  • (c) Billing disputes must be raised within sixty (60) days of the disputed charge appearing on the User's statement.

9. Privacy and Data Protection

9.1. Data Collection and Processing

  • (a) The Company collects, processes, and stores Personal Data in accordance with the Nigerian Data Protection Regulation 2019 and other applicable Nigerian laws.
  • (b) Personal Data may be collected when users register for an Account, use the Services, contact the Company, or interact with the Platform.
  • (c) The Company processes Personal Data only for legitimate business purposes including service provision, user support, security, legal compliance, and improving the Services.

9.2. Types of Data Collected

  • (a) The Company may collect personal identification information, contact details, usage data, device information, and any other information users voluntarily provide.
  • (b) Technical data including IP addresses, browser information, and usage patterns may be automatically collected through the Platform.

9.3. Data Security

  • (a) The Company implements appropriate technical and organizational security measures to protect Personal Data against unauthorized access, disclosure, alteration, or destruction.
  • (b) Users are responsible for maintaining the confidentiality of their Account credentials and must notify the Company immediately of any suspected unauthorized access.

9.4. Data Sharing and Disclosure

  • (a) Personal Data will not be sold, traded, or transferred to third parties without user consent, except as specified in these Terms or required by law.
  • (b) The Company may share Personal Data with service providers, business partners, or government authorities where legally required or necessary for service provision.

9.5. User Rights

  • (a) Users have the right to access, correct, update, or request deletion of their Personal Data subject to applicable legal requirements.
  • (b) Users may withdraw consent for data processing where consent is the legal basis, subject to the Company's legitimate interests and legal obligations.
  • (c) Users may lodge complaints regarding data processing with the National Information Technology Development Agency (NITDA).

9.6. Data Retention

  • (a) Personal Data will be retained only for as long as necessary to fulfill the purposes for which it was collected or as required by Nigerian law.
  • (b) Upon Account termination, Personal Data may be retained for legal, regulatory, or legitimate business purposes.

9.7. International Transfers

  • (a) Personal Data may be transferred outside Nigeria to countries with adequate data protection standards or under appropriate safeguards.
  • (b) Such transfers will comply with NDPR requirements and obtain necessary approvals where required.

9.8. Cookies and Tracking Technologies

  • (a) The Platform may use cookies, web beacons, and similar technologies to enhance user experience and collect usage information.
  • (b) Users may control cookie settings through their browser, though this may affect Platform functionality.

9.9. Privacy Policy Updates

  • (a) The Company may update its privacy practices by providing notice to users and obtaining consent where required by law.
  • (b) Continued use of the Services after privacy policy changes constitutes acceptance of such changes.

9.10. Contact Information

  • (a) Users may contact the Company's Data Protection Officer regarding privacy matters at the contact details provided on the Website or Platform.

10. Service Availability and Modifications

10.1. The Company shall use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, but makes no guarantee of uninterrupted or error-free service availability.

10.2. The Company reserves the right to suspend, interrupt, or temporarily disable access to all or any part of the Services for maintenance, updates, repairs, or other operational requirements.

  • (a) Scheduled maintenance shall be conducted during periods that minimize disruption to Users, where reasonably practicable.
  • (b) The Company shall endeavour to provide advance notice of scheduled maintenance through the Platform, Website, or other appropriate communication channels.
  • (c) Emergency maintenance may be performed without prior notice when necessary to maintain security, functionality, or legal compliance.

10.3. The Company reserves the right, in its sole discretion, to modify, update, enhance, reduce, or discontinue any aspect of the Services at any time without prior notice to Users.

10.4. Material changes to the Services that significantly affect User experience shall be communicated to Users through appropriate channels, including but not limited to email notifications, Platform announcements, or Website postings.

10.5. Users acknowledge and agree that the Company shall not be liable for any loss, damage, or inconvenience resulting from service interruptions, modifications, or discontinuation of Services.

10.6. In the event of service discontinuation, the Company shall provide Users with reasonable notice and opportunity to retrieve their User Content, subject to applicable data protection laws.

10.7. The Company shall not be responsible for service unavailability caused by factors beyond its reasonable control, including but not limited to internet service provider failures, power outages, natural disasters, or government actions.

11. Disclaimers and Limitations of Liability

11.1. Disclaimer of Warranties

  • (a) The Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise.
  • (b) The Company disclaims all warranties including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, and system integration.
  • (c) The Company does not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
  • (d) No advice or information obtained by the User from the Company or through the Services shall create any warranty not expressly stated herein.

11.2. Service Availability

  • (a) The Company does not guarantee continuous, uninterrupted, or secure access to the Services and makes no warranty regarding the reliability, timeliness, or performance of the Services.
  • (b) The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice.

11.3. Third-Party Content and Services

  • (a) The Company disclaims all responsibility and liability for third-party content, services, websites, or applications accessed through or in connection with the Services.
  • (b) Any dealings between Users and third parties are solely between the User and such third party.

11.4. Limitation of Liability

  • (a) To the maximum extent permitted by Nigerian law, the Company's total liability to any User for all claims arising out of or relating to this Agreement or the Services shall not exceed the amount of Fees paid by the User to the Company in the twelve months preceding the claim.
  • (b) The Company shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages including but not limited to loss of profits, data, business opportunities, or goodwill.
  • (c) The limitations in this clause apply regardless of the theory of liability, whether based in contract, tort, negligence, strict liability, or otherwise.

11.5. User Assumption of Risk

  • (a) Users acknowledge and agree that use of the Services is at their own risk and discretion.
  • (b) Users are solely responsible for any damage to their computer systems, mobile devices, or loss of data resulting from use of the Services.

11.6. Statutory Rights

  • (a) Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Nigerian law, including liability for death or personal injury caused by negligence.
  • (b) Where Nigerian consumer protection laws apply, nothing in this Agreement affects the User's statutory rights that cannot be excluded or limited by agreement.

11.7. Force Majeure

  • (a) The Company shall not be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control including acts of God, war, terrorism, pandemic, government actions, or technical failures of internet infrastructure.

12. Indemnification

12.1. The User agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, losses, damages, costs, expenses, and liabilities (including reasonable legal fees and costs) arising out of or in connection with:

  • (a) The User's breach of this Agreement or violation of any terms and conditions herein;
  • (b) The User's violation of any applicable laws, regulations, or third-party rights;
  • (c) The User's use or misuse of the Services, Platform, or Website;
  • (d) Any User Content submitted, posted, or transmitted through the Services;
  • (e) Any negligent acts, omissions, or willful misconduct by the User;
  • (f) Any claims by third parties arising from the User's activities or conduct in connection with the Services.

12.2. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, and in such case, the User agrees to cooperate with the Company's defense of such claim.

12.3. The User shall not settle any claim subject to indemnification under this section without the prior written consent of the Company.

12.4. The Company shall provide the User with prompt written notice of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the User of indemnification obligations except to the extent the User is materially prejudiced by such failure.

12.5. The indemnification obligations set forth in this section shall survive the termination or expiration of this Agreement.

13. Termination and Suspension

13.1. Termination by Company

  • (a) The Company may terminate this Agreement and suspend or permanently disable User's Account immediately without prior notice if User breaches any provision of this Agreement, engages in prohibited conduct, or violates applicable Nigerian laws.
  • (b) The Company may terminate this Agreement for convenience by providing thirty (30) days' written notice to User.
  • (c) The Company reserves the right to suspend User's access to the Services temporarily for maintenance, security concerns, or investigation of suspected violations.

13.2. Termination by User

  • (a) User may terminate this Agreement at any time by ceasing to use the Services and closing their Account through the Platform's account settings or by providing written notice to the Company.
  • (b) User remains liable for all charges incurred prior to termination and any outstanding obligations under this Agreement.

13.3. Effect of Termination

  • (a) Upon termination, User's right to access and use the Services shall cease immediately.
  • (b) The Company may, at its sole discretion, delete User's Account and all associated User Content within ninety (90) days of termination.
  • (c) User shall immediately cease all use of the Company's Intellectual Property and return or destroy any Confidential Information in User's possession.

13.4. Data Retrieval

  • (a) User may request retrieval of their Personal Data within thirty (30) days of termination, subject to applicable Nigerian data protection laws.
  • (b) The Company shall have no obligation to maintain or provide access to User Content after the data retention period expires.

13.5. Survival

  • (a) The following provisions shall survive termination of this Agreement: payment obligations, intellectual property rights, confidentiality, limitation of liability, indemnification, governing law, and dispute resolution clauses.

13.6. No Refunds

  • (a) Except as required by Nigerian consumer protection laws, all Fees paid are non-refundable upon termination for cause by the Company.

14. Dispute Resolution

14.1. Informal Resolution. Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith negotiations for a period of thirty (30) days from the date written notice of the dispute is provided by one party to the other.

14.2. Mediation. If the dispute cannot be resolved through informal negotiations under clause 14.1, the parties agree to submit the dispute to mediation before a qualified mediator appointed by mutual agreement or, failing agreement, by the Lagos Multi-Door Courthouse or any other recognized mediation center in Nigeria.

  • (a) The mediation shall be conducted in Lagos, Nigeria, in the English language.
  • (b) Each party shall bear its own costs of mediation, with the mediator's fees to be shared equally between the parties.
  • (c) The mediation process shall not exceed sixty (60) days unless extended by mutual written consent of the parties.

14.3. Arbitration. If the dispute is not resolved through mediation, any remaining dispute shall be finally settled by arbitration under the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004.

  • (a) The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the parties or, failing agreement within fourteen (14) days, by the Lagos Court of Arbitration.
  • (b) The seat of arbitration shall be Lagos, Nigeria, and the arbitration shall be conducted in English.
  • (c) The arbitrator's decision shall be final and binding upon the parties and enforceable in any court of competent jurisdiction.

14.4. Court Jurisdiction. Notwithstanding the above provisions, either party may seek interim or injunctive relief in the Federal High Court of Nigeria or High Court of Lagos State to preserve the status quo or prevent irreparable harm pending the completion of dispute resolution procedures.

14.5. Costs and Attorneys' Fees. The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing party.

14.6. Limitation Period. No claim or dispute may be brought more than one (1) year after the cause of action arose, regardless of when the claiming party discovered or should have discovered the facts giving rise to the claim.

15. Governing Law and Jurisdiction

15.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

15.2. The Company and each User irrevocably agree that the courts of Nigeria shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.

15.3. Each User irrevocably waives any objection to proceedings in the courts of Nigeria on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

15.4. Nothing in this clause shall limit the Company's right to bring proceedings in any other jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

15.5. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the Federal High Court of Nigeria or such other courts in Nigeria as may have competent jurisdiction.

15.6. Service of any court documents in connection with any legal proceedings may be effected by sending or delivering a copy of the document to the relevant party at their last known address or email address.

15.7. If any provision of this Agreement is held to be invalid or unenforceable under Nigerian law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be deemed deleted from this Agreement.

16. Force Majeure

16.1. Neither Party shall be liable for any delay, failure, or interruption in the performance of its obligations under this Agreement if such delay, failure, or interruption results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, earthquakes, floods, fires, epidemics, pandemics, acts of war, terrorism, civil unrest, government actions, labor strikes, equipment failures, or internet service disruptions.

16.2. The Party affected by a force majeure event shall promptly notify the other Party in writing of the occurrence of such event, providing details of the nature of the event and its expected duration.

16.3. The affected Party shall use reasonable efforts to mitigate the effects of the force majeure event and resume performance of its obligations as soon as reasonably practicable.

16.4. During the continuation of a force majeure event, the affected Party's obligations under this Agreement shall be suspended to the extent that performance is prevented by such event.

16.5. If a force majeure event continues for a period exceeding ninety (90) consecutive days, either Party may terminate this Agreement by giving thirty (30) days' written notice to the other Party.

16.6. Users acknowledge that the Company shall not be liable for any loss, damage, or inconvenience caused by service interruptions resulting from force majeure events.

17. General Provisions

17.1. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the User regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

17.2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under Nigerian law, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

17.3. Amendments. The Company reserves the right to modify, amend, or update this Agreement at any time in its sole discretion by posting the revised terms on the Website or Platform. Such modifications shall become effective immediately upon posting unless otherwise specified by the Company.

17.4. No Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

17.5. Assignment. The User may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement without notice to or consent from the User.

17.6. Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses as provided during registration or as subsequently updated through the Platform.

17.7. Independent Contractors. The parties are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, or employment relationship between the Company and the User.

17.8. Headings. Section and clause headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

17.9. Electronic Acceptance. This Agreement may be accepted and executed electronically, and electronic signatures shall have the same force and effect as original signatures.

17.10. Language. This Agreement is executed in English, which shall be the controlling language for all matters relating to the meaning or interpretation of this Agreement.

For StartR360:

By: _________________________

Name:

Title:

Date:

Company Seal: _________________________

User Acceptance: By creating an account, accessing, or using any of the Company's services, each User acknowledges that they have read, understood, and agree to be bound by these Terms of Service. Users are not required to physically sign this Agreement, as acceptance is demonstrated through use of the services or by clicking "I Accept" or similar acknowledgment during the registration or access process.

Witness (if required):

By: _________________________

Name:

Date: