Please read these Terms of Service (“Terms”), which set forth the legally binding terms and conditions between you and ZACRAC INTEGRATED LIMITED – Zacrac (‘Zacrac’ or ‘we’ or ‘our’ or ‘us’). It governs your access to and the use of Zacrac products’ websites, mobile applications and the services provided by Zacrac.
INTRODUCTION
Zacrac Integrated Ltd and its affiliates (together referred to as "we", "our'', or "Company") welcome you to our website at www.parrot.cx or www.business.parrot.cx or www.zacrac.com. Our Site offers basic information about the products and services offered through the Site (collectively referred to as the “Service''). You may access the Service in accordance with the Terms of Use hereunder.
We may revise these Terms of Use and any of the policies from time to time. The revised version will be effective once uploaded on the Site. 1. Definitions and Interpretations
To ensure that you understand certain terms used in this Terms of Use, the following terms are referenced and defined below
1.1 “Account” means a unique account created by you on the website to access the Service.
1.2 “Businesses” means registered entities, business owners, or bodies who register on Parrot and list their products and services on the Platform so as to be found by customers that are searching Parrot for businesses they wish to patronise
1.3 “Company”, “Zacrac”,“we,” “us,” or “our” means Zacrac Integrated Ltd and its subsidiaries including any person or legal entity to whom the rights and/or obligations of Zacrac Integrated Ltd have been assigned.
1.4 “Content” means the service and any materials, graphics, audiovisual files, processes and code, features, and functionality available on the website.
1.5 “Customers”, user", "you" or "your" includes individuals, businesses and reviewers that access or use the Service. This includes both current and past registered users and any and all other persons that in one way or the other interact with the Service.
1.6 “Device” means any electronic device connected to the internet that a person (natural or legal) uses to access our Services. It could be a phone, tablet, computer, or any other device capable of connecting to the internet and accessing our Services.
1.7 “Personal information” means any information that belongs to a customer. Such information includes but is not limited to names, telephone numbers, email addresses, locations, genders, etc of users which makes them easily identifiable.
1.8 “Product” refers to Parrot, an innovative product owned by Zacrac Integrated Ltd, which can be used by users to find trustworthy businesses to write and read reviews.
1.9 “Reviewers” refers to any person who uses the Service to appraise a business that is registered on Parrot.
1.10 “Service” means the product and services offered by Zacrac through the website.
1.11 “Terms” means this Terms of Use;
1.12 "User Content” means contents that you submit or transmit to, through, or in connection with the Service, such as videos, audios, reviews, photos, videos, recommendations, invitations, check-ins votes, direct messages, and information that you contribute to your user profile or suggest for a business page.
2. Acceptance of the Terms
2.1 By accessing or using the Service, you acknowledge that you have read and understood the following Terms of Use, including our Privacy Policy and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Service and you further acknowledge that these Terms of Use constitute a binding and enforceable legal contract between you and Zacrac Integrated Ltd. If you do not agree to these Terms, please do not access or use the Site and/or any of our Services
3. The Site
3.1 The Site provides comprehensive information regarding our Product and Services and may include any other content related thereto such as contact information, videos, text, logos, button icons, images, data compilations, links, other specialised content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the Site, algorithms, source andobject code, interface, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site (collectively, the “Content” ).
3.2 All rights in and to the Content available on the Site are reserved to Zacrac Integrated Ltd. We will not be liable for any damages or loss, incurred by you or any other person as a result of or in connection with your use of the Site and/or Service and/or the content available therein. Your use of the Service is entirely at your own risk.
4. The Service
4.1 The Service is a two-sided customer reviews and testimonial platform that allows Users to use the Service to find trustworthy businesses, write and read reviews.
4.1.1. Businesses That Register on Parrot- Businesses that register on our Site may list their products and services on the Site so as to be found by customers that are searching Parrot for businesses to patronise. Businesses can also use the Service to collect customer reviews and testimonials, respond to these reviews, and showcase reviews on their website. Businesses may also respond to customer reviews but shall not threaten, use abusive words, racist words/slang, or any inappropriate words while doing so.
4.1.2 Individuals That Register on Parrot- Individuals who register on Parrot may use the Service to search for businesses they wish to patronise.
4.2 The Service is accessible to Customers via the Site and Mobile Applications (Android and iOS) while Businesses may only access the Service via the Site.
5. Payment Of Fees For The Service
5.1. Charges: You may be required to provide details of your payment instrument (any credit card, debit card, or Bank account) when charged for the use of certain features available through the Service. You authorise us to charge any of the payment instruments included in your payment profile. You warrant that you are an authorised and lawful user of the Payment Instrument(s).
5.2. You will be billed monthly according to your subscription
5.3. Other Charges: We are not responsible for fees that may be imposed by financial institutions associated with your Payment Instruments. Zacrac is not responsible for any NSF fees, chargeback fees, or other, similar charges that might be imposed on you by your bank, debit card issuer, or other provider.
6. Privacy Policy
6.1 We respect your privacy and are committed to protecting the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the Site. Our policy and practices and the type of information collected are described in detail in our Privacy Policy. If you intend to access or use the Services you must first read and agree to our Privacy Policy.
6.2. We protect the identity of Reviewers on our Site and will not release the information of the reviewer to Businesses using the Service except for lawful purposes.
7. Grant of Licence and User Restrictions
7.1 In consideration of your agreement to abide by these Terms, we grant you a non- transferable, non-exclusive licence to use and access the Service on your mobile and other electronic devices. Unless otherwise stated, we own the Intellectual Property Rights published on the Service. Subject to the licence granted to you above, we reserve all intellectual property rights to the Service.
7.2. You may view, download for caching purposes only, and print pages, files, or other content from the Service for your own personal use, subject to the restrictions set out in these Terms of Use.
7.3. You agree not to disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of the Service or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Service with another software program and provided that:
7.3.1. The information obtained by you during such activities is not disclosed or communicated to any third party without our prior written consent; and is not used to create any software that is substantially similar to the Service.
7.3.2 You seek our consent to use any of our Intellectual Property and agree to include our Copyright notice and all other relevant Intellectual Property notice on all entire and partial copies you make of the Service on any medium; and
7.3.3 You undertake not to provide or otherwise make available the Service, in whole or in part (including object and source code), in any form to any person without prior written consent from us;
7.4. You further agree to the following:
7.4.1. not to attack, harm, or intimidate any User;
7.4.2 not to attempt to obtain details of a Reviewer without our consent. Obtaining the details of the Reviewer through other means such as data mining, and web scraping is an offence, and we shall treat the same as an attack on our Site and take appropriate actions against you.
7.4.3 not attempt to manipulate reviews and testimonials, or buy reviews.
7.4.4 not to write reviews and testimonials for businesses you work with;
7.4.5 not to republish material from the Service in either print or digital media or documents (including republication on another website);
7.4.6 not to sell, rent, or sub-license material from the Service;
7.4.7 not to show any material from the Service in public;
7.4.8 not to reproduce, duplicate, copy, or otherwise exploit material on the Service or for a commercial purpose
7.4.9 not to redistribute material from the Service, except for content specifically and expressly made available for redistribution;
7.4.10 not to republish or reproduce any part of the Service through screenshots;
7.4.11 not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, We grant the operators of public search engines permission to use spiders to copy materials from our Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases
7.4.12 not to collect or harvest any personally identifiable information from our Site, nor to use the communication systems provided through the Service for any commercial solicitation purposes;
7.4.14 not to solicit, for commercial purposes, any users of the Service with respect to their user contents and submissions;
7.4.14 not to impersonate any person or organisation;
7.4.15 not to harass any other user;
7.4.16 not to use the Service for any illegal purpose.
8. Personal and Business Information
8.1 As an individual, accessing the Service, we may require you to provide any or all the following information: Full name, date of birth, location, National Identification Number (NIN), gender, email, phone number, and any other relevant information.
8.2. For Businesses/legal entities who wish to sign up for the Service, we may require the following information: company name, name of contact person, email of contact person, phone number of contact person, business email, company’s website, company’s phone number, company’s physical address, social media handles, RC or BN number for Verification. (if the business is registered) or NIN of the owner (if the business is not verified) telephone number, email address, and any other information or document.
8.3. You warrant that all information provided by you to us is true, correct, and accurate. You also undertake to notify us of any changes to the information or documentation which you have provided
8.4. You agree and authorise us to verify information provided by you against the information held by any third party (including official databases) such as Payment System Providers or any other data verification organisation available to us.
8.5. You hereby agree and authorise us to collect and verify information including, but not limited to, data relating to your phone (including, without limitation, your phone’s history) from your mobile device, from any SMS sent to you or by you, from any third party applications, and such other information as weshall require for purposes of providing you with the Service (“Relevant Information”).
8.6. You hereby consent to us verifying your personal, business, and relevant information and using the Information and the Relevant Information to the full legal extent necessary for the provision of the Service to you.
8.7. You agree to indemnify and not hold us liable with respect to any claims, losses, liabilities, and expenses (including legal fees and expenses) that may arise as a result of the disclosure and reliance on such personal or business Information and/or Relevant Information.
8.8. We reserve the right to request further information from you pertaining to your use of the Service at any time. Failure to provide such information within the time required by us may prevent us from providing you with the required service.
9. Conditions of Use
9.1 If you are an individual, you must have attained the age of 18 years or above to use the Services. We may require at any time that you provide evidence of your age. You may not access or use the Service if you are below the age of 18 years or if we have previously banned you from the Service or closed your Account.
9.2. As a business, you must be duly registered under the relevant laws before creating an Account on our Site and accessing any Service therein.
9.3. To access features offered through the Service, you must create an Account and provide certain information about yourself as may be required by us. You are responsible for maintaining the confidentiality of your Account password and other login details of your account. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorised use of your Account. We reserve the right to close your Account at any time for any or no reason.
9.4. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Account to another person without our prior approval.
9.5. The Service may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.
9.6. You agree to promptly notify us of changes to your user submissions by updating your profile on our Site and to notify us of the same within a reasonable time.
9.7. You hereby consent to us verifying your user submissions and using the Information to the full legal extent necessary for the provision of our services to you.
9.8. The Services and contents on our Site, including and without limitation to, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, the design of and “look and feel,” etc including trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Zacrac Integrated Ltd, subject to Copyright and other Intellectual Property Rights Laws.
9.9. Contents on the Service are provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Zacrac Integrated Ltd. We reserve all rights not expressly granted in and to the Service and the contents contained therein.
10. Your User Submissions and Conduct
10.1 You may submit content and/or User Comments (“User Comments”) to Zacrac. User-submitted content and User Comments are collectively referred to as “User Submissions”. You understand that whether or not such User Submissions are published, Zacrac does not guarantee any confidentiality with respect to any User Submissions.
10.2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have all the necessary licences, rights, consents, and permissions to use and authorise Zacrac to use all patent, trademark, trade secret, copyright, or other Intellectual Property or proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Service and this Terms.
10.3. You retain ownership of all Copyrights you may have in your User Submissions. However, by submitting User Submissions to Zacrac, you hereby grant Zacrac a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable licence to use, adapt, modify, sell, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions (in whole or in part), for any purpose whatsoever, and to incorporate User Submissions in other works in any form, media, or technology now known or later developed. The foregoing licence shall be broadly construed and shall include, without limitation the right to: (i) promote and redistribute part or all of the User Submissions (and derivative works thereof) in any media formats and through any media channels, (ii) incorporate the User Submissions on tangible or intangible products (e.g. cups, clothing) for resale or otherwise, and (iii) use the User Submissions for promotional purposes, whether to promote the Service or other products or services offered by Zacrac.
10.4. You acknowledge that you will not be entitled to any royalties or any other payment as a result of any efforts by Zacrac to exploit any User Submissions. By way of further clarification, Zacrac may freely sublicense the rights that you grant it in this section to a third party. To the extent necessary for Zacrac to exercise its rights under the foregoing licence, you hereby grant Zacrac a perpetual, royalty- free, and irrevocable licence to exploit any personality, publicity, or privacy rights in and to the User Submissions and in your likeness as contained therein. You agree not to hold Zacrac liable for the use of your User Submissions through the Service by any other user.
10.5. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, trademarked, protected by trade secret or confidentiality, or otherwise subject to third-party proprietary rights, including privacy, personality, and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Zacrac all of the licence rights granted herein..
10.6. You agree that your conduct while using the Service will be done in line with these Terms
10.7. Zacrac does not endorse any User Comment or any opinion, recommendation, or advice expressed therein, and Zacrac expressly disclaims any and all liability in connection with User Submissions. Zacrac does not permit copyright infringing activities and infringement of intellectual property rights on its Site and will remove all Content and User Submissions if properly notified in a manner consistent with law and Zacrac’s Copyright Infringement Notification policy that such Content or User Submission infringes on another’s intellectual property rights. Zacrac reserves the right to remove Content and User Submissions without prior notice.
10.8. If you provide feedback to us regarding the Service, Content, or User comment (“Feedback”), you authorise us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant us perpetual and irrevocable licence to use the Feedback for any purpose.
11. Acceptable Use
11.1 The Service must not be used in any way that causes or may cause damage to the Service or impairment of the availability or accessibility of the Service or in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
11.2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have all the necessary licences, rights, consents, and permissions to use and authorise Zacrac to use all patent, trademark, trade secret, copyright, or other Intellectual Property or proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Service and this Terms.
11.3. The Service or any part thereof must not be used to transmit or send unsolicited commercial communications, nor must it be used for any purposes related to marketing without the express written consent of the Company.
12. Restricted Access
12.1 Access to certain areas of the Service may be restricted. We reserve the right to restrict access to certain areas of the Service, or the entire Service.
12.2. If we provide you with a user ID and password to enable you to access restricted areas of the Service or other content or Services, you must ensure that the user ID and password are kept confidential. You alone are responsible for your password and user ID security. We may disable your user ID and password if you have breached any of the provisions of this Terms of Use.
13. Links to Third-Party Sites
13.1 Certain links provided via the Service may permit your access to websites or services of third parties. Such linked websites and services are provided solely as a convenience to you. The linked websites are not under the control of the Company and we are not responsible for the availability of such external websites or services. We do not endorse and are not responsible or liable for any content advertising, products, or other information on or available from such linked websites or any link contained in the linked websites or services. Your access to, use of, and reliance upon any such websites, services, and content and your dealings with such third parties are at your sole risk and expense. We reserve the right to terminate any link at any time. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with the use of or reliance on any services, content, products, or other materials available on or through such linked websites or resources. Most of such linked websites and services provide legal documents, including Terms of Use and Privacy Policy, governing the use thereof. Kindly read such documents carefully before using those websites.
14. Cookies
14.1 We employ the use of cookies. By using the Service, you consent to the use of cookies in accordance with our Privacy Policy.
14.2. Most modern-day interactive websites use cookies to enable them to retrieve user details for each visit. Cookies are used in some areas of the Service to enable the functionality of those areas and to facilitate ease of use. Some of our affiliate/advertising partners may also use cookies.
15. Notice Regarding Electronic Payment
15.1 Please note that payments may be processed through third-party payment processors. Payments may not be processed for certain activities, such as for illegal or other prohibited activities. If you have a question as to whether a payment will be accepted, then we encourage you to check the policies of the applicable third- party payment processor.
15.2. Your relationship with the third-party payment processors is separate from your relationship with Zacrac and is governed by the terms and conditions contained in such payment Processor’s Terms. Such terms and conditions are available at the respective Payment Processor's website. Zacrac is not responsible for the actions or omissions of any third-party payment processor.
16. Non-Refund Policy
16.1 Zacrac shall not be liable to any user or third party for a refund of any payment made by a user for Products or Services offered by Zacrac.
17. Breach of Terms of Use
17.1 Without prejudice to our other rights under these terms of use, if you breach these Terms of use in any way, we may take such action(s) it deems appropriate to deal with the breach, including suspending your access to the Service, prohibiting you from accessing the Service, blocking computers using your IP address from accessing the Service, contacting your Internet service provider to request that they block your access to the Service and/or instituting legal proceedings against you.
18. Notices
18.1 You agree that we may communicate with you in relation to these Terms via email, text message, voice, or other communication channels.
19. Special Provisions Relating to Third Party Components
19.1 The Service may use or include third-party software, files, and components that are subject to open source and third-party licence terms (together referred to as “Third-Party Components“ e.g AWS, MongoDB, Intercom, and payment processors such as Flutterwave and Strip) . Your right to use such third-Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgments and licence terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third-Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the website and/or the service and all liability related thereto. You acknowledge that Zacrac is not the author, owner, or licensor of any Third-Party Components and that Zacrac makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party.
20. Our Service Availability
20.1 The Service contents, availability and functionality depend on various factors, and such are subject to these Terms of Use and as such may be changed or modified by us from time to time. The Company does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorised access or error-free.
21. Modification
21.1 We may modify these Terms of Use from time to time without notice to you, except as may be required by law. You may terminate your use of the Service if you do not agree with any modification or amendment. If you use the Service after the effective date of an amendment or modification, you shall be deemed to have accepted that amendment or modification. You agree that you shall not modify this Agreement and acknowledge that any attempts by you to modify this Agreement shall be void.
22. Intellectual Property Rights
22.1 The Service, the Content, and the Company's proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property” ), are owned by and/or licensed to Zacrac Integrated Ltd and are protected by applicable Copyright Laws and other Intellectual Property Rights laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
22.2 These Terms do not convey to you any interest in or to the Company’s Intellectual Property but only a limited revocable right of use in accordance with these Terms. Nothing in these Terms constitutes a waiver of the Company’s Intellectual Property under any law.
23. Disclaimer of Warranties
23.1 Subject to this Terms of Use, we do not
23.1.1. Warrant that the use and operation of the Service is or will be secure, timely, accurate, complete, uninterrupted, without errors, or free of viruses, defects, worms, other harmful components, or other program limitations;
23.1.2 Warrant that the Company will correct any errors or defects in the Service;
23.1.3 Make any representation regarding the use, inability to use or operate, or the results of the use of the Service and/or content available therein. The Company and the Company’s representatives disclaim all warranties and conditions with regard to the use of the Site and/or the account and/or the Services, including but not limited to the availability, reliability, or quality of the Service, and are not and shall not be responsible for any error, fault or mistake related to any content and information displayed within the Service.
23.2 We are not responsible and have no liability for any item or service provided by any entity other than Zacrac.
23.3 We are not responsible for any consequences to you or others that may result from technical problems (including without limitation in connection with the internet such as slow connections, traffic congestion, overload of servers, delays or interruptions) or any telecommunications, internet providers, or payment service providers.
You agree that use of the Service is entirely at your own risk. 23.4 We are not the author of the reviews on our Site, we are only a platform, and we are not responsible for the review(s).
24. Limitation of Liability
24.1 To the maximum extent legally permissible, in no event shall we, including our representative be liable for;
24.1.1. Any direct, indirect, incidental, special or consequential damages, or for any loss of profits or loss of revenue resulting from the use of the Service by the user or any third parties or any failure of the Service; or
24.1.2 Any loss of data or corruption of data, including loss of data resulting from delays, non-deliveries, misdeliveries, service interruptions, failure of us, reclamation of servers by us, failure of servers, the reloading of an operating system or other software on a server or the negligence of any user.
24.2 You are solely responsible for safeguarding, backing up, and archiving all data owned, controlled or transmitted that resides with the Company or on any server owned or operated by the Company.
24.3 The Service is provided
“AS IS,” without warranty of any kind, whether express or implied, and disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
24.4 Users shall be solely responsible for the selection, use, and suitability of the Service for the user's needs and we shall have no liability therefore.
24.5 No claim may be asserted by the user against the Company more than
2 (two) years following the date of the event that such claim was made..
24.6 The Company shall neither compensate a user nor become liable to the user in any case of which, including, without limitation to;
24.6.1. Insufficient hard disk space on the servers;
24.6.2 Firewall malfunctions; and
24.6.3 denial-of-service attack (DOS attack) or distributed denial-of-service attack (DDoS attack).
24.7 You will not waive any right to, seek to recover any other damages, including consequential, lost profits, special, indirect, or incidental damages from the Company.
25. Display of Users Name, Logo, and Business Name on the Site
25.1 You understand that in connection with your use of our Service, we may display your personal name, business name, and logo to personalize our Site and other related purposes. You hereby grant us the right to display your personal name, business name, and logo on our Site for these purposes at no cost.
25.2. We understand that the right granted in this clause does not in any way transfer the intellectual property rights you may have in such name or logo and we shall not use same for any commercial purpose without your consent.
26. Backup Assurance Policy
26.1 Any backups to the user's data are not, and cannot be, guaranteed by the Company explicitly encouraging the user(s) to run, on their own or by third parties which are not Company, periodic backups of their data. To remove any doubt, as a user, you are responsible for backing up your data on your own or any other off- site location.
26.2. We assume no responsibility for failed backups, lost data, or data integrity. If any of your data is damaged, deleted, lost or corrupted in any way, or becomes otherwise unavailable due to termination or suspension of your account pursuant to these Terms, the Company will have no obligation or liability to you.
27. Indemnification
27.1 You agree to defend, indemnify, and hold harmless Zacrac Integrated Ltd and Company representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to Attorney's fees) arising from:
27.1.1. Your use, misuse or inability to use and/or activities in connection with the Service;
27.1.2 Your violation of any of these Terms of Use or any applicable law;
27.1.3 Your violation of any third party rights, including without limitation any Intellectual Property Rights or Privacy Rights of such third party with respect to your use of the Service and;
27.1.4 Any damage of any sort, whether direct, indirect, special, or consequential, you may cause to any third party with relation to the Service It is hereby agreed that this defence and indemnification obligation shall survive these Terms.
27.2 Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defence. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval
28. Assignment
28.1 We may transfer, sub-contract, or otherwise deal with its rights and/or obligations under these Terms of Use without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms.
29. Governing Law and Jurisdiction
29.1 These Terms Of Use shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
30. Dispute Resolution
30.1. The Parties shall in good faith make efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with these Terms of Use.
30.2. In the event that Parties are unable to resolve any dispute amicably through negotiation within 21 days, both Parties shall jointly appoint a Mediator who shall conduct Mediation in line with the Arbitration and Mediation Act, 2023, and other relevant Laws.
30.3. The seat of mediation shall be Lagos, Nigeria or any other location as may be jointly agreed on by the Parties.
30.4. The language to be used at mediation shall be the English Language.
29.5. Where Parties are able to agree during the mediation, the Terms of a settlement reached the Mediation shall be entered as judgement of the Court and be made binding on the Parties.
30.6. Where Parties are unable to settle any/all disputes via mediation, the dispute shall be referred to a Court of competent jurisdiction for litigation.
30.7. The cost of Mediation shall be covered individually by each Party.
30.8. Nothing in the Agreement and within this Dispute Resolution Clause shall preclude any of the Parties from seeking interim reliefs from any Court with competent jurisdiction within Nigeria.
31. Termination or Suspension of your Account
31.1. You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing Zacrac with a notice of termination.
31.2. Notwithstanding the above, Zacrac reserves the right to immediately terminate the Service or upon any breach of these Terms by you.
31.3. Additionally, we may at any time, at our sole and absolute discretion, cease the operation of the Service or any part thereof, temporarily or permanently. You agree and acknowledge that Zacrac does not assume any responsibility with respect to, or in connection with the termination of the Service.
31.4. We reserve the right to suspend access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred;
- There is a risk to the security or privacy of your Account;
- There is a threat to the security or integrity of our network or our servers;
- Suspension is needed to protect the rights, property, or safety of the Company, its users, or the public;
- You have violated these Terms, Privacy Policy, or any applicable law; and/or
- We are required by law to do so.
31.5. We may provide you with a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access the Service. In the event that we determine, in our sole discretion, that the reason for the suspension of access to the Service has been resolved, we will restore access to the Service.
32. General
32.1. These Terms of Use, together with our Privacy Policy; constitute the entire agreement between you and Zacrac Integrated Ltd in relation to your use of the Service, and supersede all previous agreements in respect of your use of the Service.
32.2. These Terms of Use do not, and shall not be construed to create any relationship, partnership, joint venture, Employer-Employee, agency, or franchisor-franchisee relationship between you and Zacrac Integrated Ltd.
32.3. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof,
32.4. If any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein.
32.5. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, and General sections shall survive the termination of these Terms.
33. For information, Questions, or Notification of Errors
33.1 If you have questions or comments about this notice, you may contact us by sending a mail to us via email at hello@zacrac.com or use@parrot.cx or give us a call on 08090922722.