These Terms of Service (the “Terms of Service”) govern your use of Tellit Network websites, apps, and online services that we operate and that link to these Terms of Service (the/our “Services”). By using the Services, you accept and agree to be bound by this Agreement. Please remember that Services are intended for your own business purposes only. You agree that you are not entering into these Terms of Service as a consumer. We offer your Business (defined below) a Tellit Network Premium option, which allows the Business to assume control of all Tellit Network Premium features within our Business community including the ability to access, process and delete any data submitted or previously provided through the Services, including your files and communications.
- 1.2. If you are a resident of or have your principal place of business in Nigeria or West Africa, this Agreement is an agreement between you and Tellit Network. Otherwise, this Agreement is an agreement between you and Ricardo Roze Limited. In this Agreement references to “Tellit”, “Tellit Network”, “us”, “we” and “our” mean either Tellit, Network, or Ricardo Roze Limited, as appropriate.
- 1.3. You represent and warrant that you have the capacity to enter into this Agreement relating to the Services.
- 1.4. The Services are only intended for use by persons 18 years of age and over. Before using the Services you confirm to us that you (a) are 18 years of age or over.
2. Your Business Community and Groups
- 2.1 In order to create a Tellit Network Standard account you must sign up with an email domain provided to you by your employer or other professional association or organisation (“your Business”). If you are the first person using that specific email domain to create a Tellit Network Standard account, we will create a new Tellit Network Standard community account for your Business. Only premium users within our Business community can see other users in our Business community, create groups or join existing groups.
- 2.2. You acknowledge that you are solely responsible for the purposes for which you use the Services and for Your Content (defined below).
- 2.3. You acknowledge and agree that, at any time, your Business may elect to assume and have full control over (including the ability to delete): (a) your Business community (b) your Tellit Network Standard account; (c) any groups you create or join; and (d) all existing and future Your Content (defined below).
3. Your Content
- 3.1. In this Agreement, “Your Content” means the content, materials and information, including without limitation, information, audio recordings, photographs, videos, documents, or other materials, you create, send, submit, upload, publish, display, link or customize, store or transmit in connection with the Services.
- 3.2. You represent and warrant that you have or have secured all necessary rights (including intellectual property rights) and permissions to share, distribute, publish and make available Your Content and license Your Content and Your Content will not infringe the rights of any third party. We do not claim ownership in Your Content except for Our Content (defined below) that we license to you that may be incorporated into Your Content.
- 3.3. Certain elements of the Services enable you to submit or share Your Content to the Services or with other users. You understand that if you do this, Your Content will be visible to others and you agree that they may, freely view, use, distribute, reproduce, display, adapt and transmit Your Content in connection with their use of the Services.
- 3.4. You are solely responsible for Your Content. We accept no responsibility for the accuracy or otherwise of Your Content that we store and process on your behalf. During the period you have a Tellit Network Standard user account, you may delete Your Content stored on the Services. The creation of back-up copies of Your Content is your sole responsibility and we are not liable for any of loss or damage to Your Content.
- 3.5. In consideration of your access and use of the Services, you grant us, for the duration of your use of the Services (or in the event that your Business elects to assume and have full control of your Business community under Section 2.3, the duration of your Business’s use of the Services), a worldwide, non-exclusive, unlimited, transferable, sub-licensable, fully paid up, royalty free license to use Your Content: (a) to provide, maintain and improve the Community (including the Tellit Network Services); (b) as required or permitted by this Agreement; or (c) as otherwise agreed with you in writing. Provided your Business does not elect to assume and have full control of your Business community, this license ends on the earlier of the date Your Content or user account is deleted. However, you understand that removed content may persist in backup copies for a reasonable period of time.
4. Your Use of Tellit Network
- 4.1. In this Agreement “Our Content” means the Services and the content information, materials, computer code, and software that is part of the Services, including without limitation, software, its “look and feel”, images, text, graphics, illustrations, trademarks, photographs, audio, videos and sound but excluding Your Content.
- 4.2. Subject to the terms and conditions of this Agreement, during the Term, you have a non-exclusive, non-transferable, non-sublicensable right to access and use Our Content for your own internal business purposes within your Business in accordance with this Agreement. No ownership rights are conveyed to you. Tellit and its licensors retain all right, title and interest (including all intellectual property rights) in and to the Services and any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Tellit, including based on your feedback (Section 12). No rights are granted to you except as expressly set forth in this Agreement.
- 5.2. We will take appropriate technical and organizational security measures against unauthorized or unlawful access to, use of, or processing of your Content.
6. Acceptable Use and Your Content
- 6.1. Tellit Network outline our expectations regarding the content you post to our community and your activity on the service.
- 6.2. We may deploy automated technologies to detect child pornography or other abusive material that may harm our Community, users or others. We reserve the right, but, to the maximum extent allowed by law, disclaim any obligation to edit, suspend access to, limit distribution of, or remove any of Your Content that we determine to be in violation of this Agreement.
7. Third Party Websites
- 7.1. Our Content may contain links to third-party websites. This does not imply our endorsement of any website and we are not responsible for the actions, content, information, or data of third-party websites or actions or any link contained in them, or any changes or updates to them. Third party websites will likely provide their own terms and conditions of use and privacy policies that may apply to you.
8. Your Use of Third Party Applications
- 8.1. We may permit third parties to develop and make available services and applications that complement your use of the Services. Your use of such services and applications is subject to the provider’s own terms and policies and you acknowledge and agree that any use is at your risk.
9. Suspension and Termination
- 9.1. We may terminate your account or this Agreement (in whole or in part) for any reason at any time.
- 9.2. We reserve the right to limit your access to, change, withdraw, suspend or discontinue the Services (or a part of them) at any time, in our sole discretion, without notice to you. We may do so, for example, if we are no longer able to provide a Service, user feedback suggests we need to make a change, due to technology improvements, or if our third party service providers stop permitting us to use or provide access to their resources.
- 9.3. If your Tellit Network user account or the Services are terminated, your right to access and use the Services and Your Content immediately ends and any licenses granted under this Agreement terminate.
- 9.4. Upon termination or expiry of your Tellit Network user account or this Agreement for any reason, Sections 5, 6, 7 and 10-13 of this Agreement and any other related Sections will continue to apply.
10. WARRANTIES AND LIMITATION OF LIABILITY
- 10.1 You will resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to this Agreement or Tellit Network exclusively in Nigeria. District Court for the state of Rivers, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims. The laws of the State of Rivers will govern this Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
- 10.2 If anyone brings a claim against us related to your actions, content or information on Tellit Network, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. Although we provide rules for user conduct, we do not control or direct users' actions on Tellit Network and are not responsible for the content or information users transmit or share on Tellit Network. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on Tellit Network. We are not responsible for the conduct, whether online or offline, of any user of Tellit Network.
- 10.3 WE TRY TO KEEP TELLIT NETWORK UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING TELLIT NETWORK AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT TELLIT NETWORK WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT TELLIT NETWORK WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. TELLIT NETWORK IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
- 11.1. We may, from time to time, change or modify the Agreement or any of our terms and policies referenced in or incorporated by this Agreement.
- 11.2. Your continued use of the Services, following notice of the changes to our terms and policies constitutes your acceptance of our amended terms and policies.
- 12.1. Your feedback helps us make the Services better. Please note, though, that there is a chance we’ll use it, and so you hereby assign to us all right, title and interest in and to any feedback or suggestions you may give us regarding the Services, without any right to compensation from us. You represent and warrant that you have the authority to do so.
13. Some Final Terms
- 13.1. This Agreement is written in English (US). To the extent any translated version of this Agreement conflicts with the English version, the English version controls.
- 13.2. This Agreement makes up the entire agreement between you and us regarding the Services and supersedes any prior representations or agreements for the Services. You confirm you have not relied on any prior representations or agreements. Headings are for reference purposes only and do not form part of this Agreement.
- 13.3. If you are a user who is interacting with Tellit Network outside NIGERIA, you consent to having your personal data transferred to and processed in NIGERIA.
- 13.4. You agree to comply with all export and import laws and regulations of NIGERIA and other applicable jurisdictions. Without limiting the foregoing, (a) you represent and warrant that you are not listed on any NIGERIAN government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a NIGERIAN government embargo or that has been designated by the NIGERIAN government as a “terrorist supporting” country; (b) you will not access or use Tellit Network in violation of any NIGERIAN export embargo, prohibition or restriction; and (c) you will not submit to Tellit Network any information that is controlled under the NIGERIAN International Traffic in Arms Regulations.
- 13.5. You and us agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect.
- 13.6. If we fail to enforce any term of this Agreement or fail to respond to a breach by you, it will not be considered a waiver. Any waiver of this Agreement must be made in writing and signed by us.
- 13.7. You may not assign or transfer this Agreement or any rights or obligations herein without our prior written consent. We have the right to assign this Agreement, and any of its rights or obligations herein without notice to you. This Agreement is binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.
- 13.8. If any part of this Agreement is found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, that provision will be severed with the remainder of this Agreement remaining in full force and effect.
- 13.9. We are not liable for any failure or delay to perform our obligations under this Agreement where the failure is due to anything beyond our reasonable control (for example, acts of God, natural disasters, fire, flood, acts of terror, malicious damage, compliance with any law or governmental order, or mechanical, electronic or communications failure or degradation).