Rules Guiding the Use of Exmart.ng
By accessing any content or data on exmart.ng website or on any exmart.ng application, service, or tool (hereinafter referred to as "Resource" or "Service") with or without a registered account, regardless of how you access it, including but not limited to through Mobile devices, desktops Or laptops, you agree to be bound by these terms. If you do not agree to these terms, please do not use this Resource.
Management reserves the right to change these Terms and Conditions at any time by publishing the new Terms and Conditions on the Resource. By the continued use of the Service you are indicating your acceptance to be bound by the amended Terms and Conditions.
"Management", "we" "our" or "us" refers to Edgesense Nigeria Limited, an entity incorporated under the laws of Nigeria.
"User", "you", "your" refers to any person eligible to conclude an agreement with Management under the applicable laws and using any of Services with or without a Registered account. The Users may also act on behalf of the company that provides goods and services and intends to post announcements to the Resource. In this case Users shall be empowered for such representation in a written form.
"Account" refers to an electronic User area within functional system of the Resource, with a help of which he/she is able to manage his/her announcements and other activities on the Resource.
1. General provisions
1.1. For the registration of an account, you shall provide necessary veridical and current information for the purpose of generation of User account. Resource Registration Form will prompt the user on which details are required at the time of registration.
1.2. Resource is an online marketplace that allows users to sell a product or hire a service by posting an announcement, and buy anything or render the services posted by other Users. The actual contract for sale is directly between Users except where the buyer prompts to use the Management as an escrow, in which case Management will have no responsibility to bear any grievances or misunderstanding resulting from the trade. The Management has no control over and do not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
1.3. Management prohibits the infringement of copyright and intellectual property rights in the course of using the Resource and can delete any User material, which infringes intellectual property rights, at its own discretion without prior notice. We may also terminate Users’ access to the Resource, in the event that such Users repeatedly infringe rights or commit any actions in contrast to these Terms and Conditions.
1.4. Management does not pursue actions focused on checking of materials posted by Users and expressly disclaims all responsibilities in relation to materials posted by Users.
1.5. The fees we charge for using our Services are for promoting your announcements or for verifying your application to become a Publisher on the Resource. Modification to these fees may be done at anytime without any obligation to send prior notice to the User.
2. Using Resource
2.1. Using the Resource, the User shall:
2.1.1. provide veridical, complete and current data during registration, and ensure to update them when they become inconsistent with reality;
2.1.2. The User shall immediately change data for accessing the Resource, if he/she has a suspicion that his/her login credentials used for entering to the Resource were disclosed or in the possession of unauthorized persons.
2.1.3. notify the Management of unauthorized access to the personal account and/or of unauthorized access to and/or use of User’s email, username and password;
2.1.4. prevent other Users’ getting access to the personal account or any specific information contained on it, if this can lead to violation of the laws of Nigeria and/or these Terms and Conditions;
2.1.5. avoid posting of information and objects (including references hereto) to the Resource, which can infringe other persons’ rights and interests;
2.1.6. avoid posting of information and objects (including references hereto) to the Resource prohibited by these Terms and Conditions and by applicable law.
2.2. Using the Resource, the User shall not:
2.2.1. log in as a User on behalf of other person(s) (“false account”). However, the User can log in for and on behalf of other individual subject to receipt of necessary well-documented authorizations
2.2.2. confuse User concerning his/her personality using login and password of any other registered User;
2.2.3. illegally download, store, post, distribute or provide access to or in any other way use intellectual property of Users and the third parties;
2.2.4. perform bulk mailing to the addresses of other Resource Users or bulk messaging to their phone numbers without their consents;
2.2.5. use software and pursue any other actions aimed at interference with normal operation of the Resource or Users personal areas;
2.2.6. download, store, post, distribute and provide access to, or in any other way use viruses, and other malwares;
2.2.7. in any way, including, but not limited to, fraudulently, by way of breach of faith or crack, endeavor to get access to other User’s login and password;
2.2.8. perform illegal collection and processing of other individuals’ personal data
2.2.9. use the Resource otherwise but as provided herein, except when such actions were directly permitted to the User pursuant to a separate agreement with the Management;
2.2.10. reproduce, duplicate, copy, sell, carry out trade transactions and resell access to using of the Resource for any purposes, except when such actions were directly permitted to the User pursuant to a separate agreement with the Management;
2.2.11. post any other information, which is undesirable, disagrees with the purposes of creation of the Resource, encroaches Users’ interests or otherwise presents itself as undesirable for being posted to the Resource;
2.3. Each User shall warrant and acknowledge that:
2.3.1. he/she undertakes full responsibility for obtaining of all necessary permits in relation to any User content, which he/she represents, downloads, or displays;
2.3.2. any User content represented, downloaded or displayed by him/her does not infringe any copyrights, patents, rights for trademarks, firm names, commercial secrets or any other personal or proprietary rights of any third party ("Third party rights"); and
2.3.3. he/she is entitled and authorized for sale, trade, distribution or export, or for offer for sale, trade, distribution or export of products and services described in User content, and such sale, trade, distribution or export, or offer does not infringe any Third party rights.
3. Posting of announcements by the User:
3.1. Management may request User to provide the documents confirming legitimacy of posting of announcements in relation to goods and services.
3.2. The User, who posts announcements with regard to sale of goods and services to the Resource, shall place information about them in accordance with these Terms and Conditions and provide precise and complete information about the goods and services, as well as about the terms and conditions of sale of them. When the User places information about goods or services, he/she hereby confirms being legally authorized to sell these goods or render such services pursuant to laws of states, in which they are sold, as well as that he/she has obtained all necessary approvals.
3.3. The User warrants that goods/services he/she offers corresponds with quality norms established by legislation of states, in which they are sold, and are free of the third parties’ claims.
3.4. The User warrants that goods/services he/she offers, provided that any special permits are needed for sale or rendering of them, will be sold/rendered in accordance with the requirements of states, which special authorities will be empowered to supervise such User’s activity.
3.5. The User shall thoroughly check all information about goods and services posted by him/her to the Resource, and, in case of any incorrect information detected, add necessary data in the description of goods or services. If no possibility exists to do so, the User shall adjust incorrect information by having annulled the announcement and posted information about goods or services again.
3.6. Delivery conditions should be included in a goods description, and services terms and conditions should form a part of service description. Goods sale and service terms and conditions developed by the User shall not interfere with these Terms and Conditions and applicable legislation of states, for which they are sold.
3.7. Price of goods or services shall be exact. If it is perceived to be changed due to any specific circumstances, the terms and conditions of price change shall be provided in an announcement.
3.8. The User is not allowed to post or distribute:
- false, misleading or deceitful information;
- disreputable, defamatory, threatening or harassing, improper, unacceptable information;
- discriminative information, or information that facilitates discrimination on the basis of race, sex, religion, nationality, invalidity, sexual orientation or age;
- information which violates these Rules;
- information which violates applicable laws and regulations (including, without limitation, those regulating export control, consumer protection, unfair competition or false advertising, intellectual property rights);
- direct or indirect references to any other web sites, which comprise any content being able to violate these Rules;
- vulgar abusive language;
- advocacy of hate, violence, discrimination, racism, xenophobia, ethnic conflicts;
- appeals to violence and unlawful actions;
- data infringing personal (non-proprietary) rights and intellectual property rights of the third parties;
- information that facilitates fraud, deception or breach of faith;
- information leading to transactioning with stolen or counterfeit objects;
- information violating or encroaching on the third party’s property, commercial secret or right to privacy;
- personal or identifying information about other persons without their express consent;
- information comprising data which may encroach on privacy right, abuse anybody’s honor, merit or business reputation;
- information comprising slander or threats directed against whosoever;
- information of pornographic nature;
- information which may inflict damage to under-ages;
- false or misleading information;
- viruses or any other techniques being able to damage the Resource, Management or other Users;
- information about services deemed to be immoral, such as prostitution or other forms contradicting moral or legal norms;
- references or information about websites competing with the Resource services;
- information representing “spam”, “chain letters”, “pyramids schemes” or undesirable or deceitful commercial advertising;
- information distributed by information agencies;
- information offering to earn over the Internet without employer’s actual address or direct contacts indicated;
- information of solely promotional nature with no offers of specific goods or services;
- information or announcements about counterfeit and imitated goods or unauthorized copies. Unauthorized copies include also goods having been acquired by illegal means, pirated or stolen. Such goods may infringe intellectual property rights, and trademark rights as well;
- information or announcements on sale being able otherwise to violate legislation of state, which this announcement is intended for.
4. Intellectual property rights
4.1. If User posts legally owned content to the Resource, he/she hereby grants to other users and the Management non-exclusive rights for its use solely in the scope of functionality provided by the Resource, except when such use damages or may damage legally protected right holder’s interests.
4.2. The User also grants to the Management a non-exclusive right to use content, which is located on the Resource and legally owned by him/her, without a compensation so that the Management would be able to ensure operation of the Resource to the extent determined by its functionality and architecture. The above mentioned non-exclusive right is provided for the period of posting of content to the Resource covering all states over the world. The Management is entitled to assign rights described in this clause to the third parties.
4.3. Any use of the Resource or any content on the Resource, except that permitted by these Terms and Conditions or in the event of express right holder’s consent to such use, without prior written consent of a right holder is strictly prohibited.
4.4. Responsibility for violation of exclusive rights. The User shall be solely responsible for any content or other information, which he/she downloads or in any other way make publicly available (posts) on the Resource, or by its means. The User shall not download, distribute or post content to the Resource, if he/she is not properly entitled to such activity. In case of infringement of rights being detected, the rules of filing of notification on the infringement of rights stipulated herein shall be used.
4.5. The Management may, but not shall, review the Resource for the presence of any prohibited content and may delete or displace (without notice) any content at its discretion, for any reason or without it, including but not limited to deletion or displacement of content which violates these Terms and Conditions, laws and/or may infringe rights, inflict damages or endanger safety of other Users or the third parties.
4.6. Materials on the Resource, except those posted by the User, including but not limited to texts, software, scripts, graphics, photos, sounds, music, videos, interactive functions, etc. ("Materials") and trademarks, service marks and logos included in it ("Marks") belong to the Management representing items of copyright and of any other intellectual property rights. Unauthorized use of such Materials and Marks without prior notice of the Management is not allowed.
5. Notice for Claims of Intellectual Property Violations and Copyright Infringement
5.1. If you are a holder of intellectual property rights or a person authorized to act in the name of a holder of intellectual property rights and you reasonably believe that information which is posted to the Resource someway infringes your intellectual property rights or intellectual property rights of a person, in which name you act, you may provide notification to the Management requiring to delete such material. In this regard you shall warrant that your appeal has a legal basis, and you act in good faith according to law.
5.2. Providing relevant notification concerning infringement of rights you shall ensure that your request corresponds to the form below and includes the following:
- an appeal should include physical or electronic signature of a person empowered for acting in the name of a holder of exclusive right, which is believed to be infringed;
- the items of intellectual property right, rights on which were supposedly infringed, shall be specified. If several items exist, the entire list of such items shall be provided;
- you shall specify materials (with an indication of specific URL-pages), which are stated to infringe rights or themselves are the objects of infringement;
- you shall provide contact information so that the Management would be able to contact you, for example, address, phone number, and email address;
- signed application with regard to your faithful and reasonable believe in that materiall being the objects of complaint concerning infringement of intellectual property rights are used without a right holder’s or its representative’s consent, and also that this is not allowed by law;
- signed application with regard to that a holder of intellectual property rights releases the Management from any third parties' claims related to deletion of relevant materials by the Administrator;
- signed application with regard to that information contained in a notification is accurate under penalty of perjury, and you are authorized to act in the name of a holder of exclusive right, which has been supposedly infringed;
- statutory regulations indicated which you believe to be violated in connection to using of disputable content;
- state indicated, in which territory you believe the rights to be infringed;
- copies of documents establishing rights for an object of intellectual property right, which is subject to security, as well as a document that confirms powers for acting in the holder’s name, in attachments to your appeal.
- relevant notification shall be mailed to [email protected]
6. Antispam policy
These Rules strictly prohibit mailing out of undesirable advertisements via email, or of any other undesirable messages, or by means of the Resource. Management may periodically control letters delivery within the Resource for spam mailouts.
7. Limitation of liability
7.1. All services rendered by the Management are rendered "as is", "as available" and "with all faults", and the Management disclaims all warranties, expressed or implied, including without limitations any guaranties regarding condition, quality, life, duration, performance, accuracy, reliability, commercial value and suitability for specific purposes. All such warranties and liabilities are hereby excluded.
7.2. The Management makes no warranties concerning authenticity, accuracy, correctness, reliability, quality, stability, completeness or currency of any information provided through the resource. The management makes no warranties concerning that manufacturing, import, export, offer displaying, purchase, sale and/or use of products or services, which are displayed on the resource do not infringe any third parties'rights; and the Management makes no warranties OR representation of whatsoever nature concerning products and services offered on the resource.
7.3. Any data downloaded or in any other way acquired through the Resource are created at each User’s discretion, and each User shall be fully responsible for any damages inflicted to the computer system or loss of data, which may arise as a result of downloading of any such data.
7.4. The Management shall bear no responsibility for materials posted by the Users, as well as for goods and services offered by the User for trade. The Management disclaims all warranties regarding that quality of goods and services acquired through the Resource will be consistent with a buyer’s expectations and/or demands. The Management makes no warranties about that goods, services or information ordered by means of the Resource will be provided by the Resource User in accordance with a buyer’s expectations.
8.1. Each User agrees to be obliged to indemnify the Management, affiliated parties, directors, officials and employees from any and all losses, claims, liabilities (as well as from legal costs to the fullest extent), which may arise following Users’ use of the Resource, as a result of violation of any condition of the Terms and Conditions, or violation of representations and warranties made by him/her towards the Management.
8.2. Each User hereby agrees to indemnify the Management, affiliated parties, directors, officials and employees from any and all losses, claims, liabilities, which may arise, whether directly or indirectly, as a result of any claims, made by holders/claimants of the Third parties or other parties’ rights, related to the goods and services offered or displayed on the Resource. Each User hereby acknowledges that the Management shall have no liabilities or responsibilities against you with regard to any data posted by any other persons, as well as those discreditable or illegal, and risk of losses related to such data remains entirely with each User.
8.3. The Management shall not be responsible for any expressed or implicit, penalty, accidental or consequential losses or damage of whatsoever nature (including, but not limited to, losses related to loss of profit or saving, termination of business, loss of information, loss of benefit), incurred as a result of transactioning, negligence, delinquency, or in any other way, or any other losses related to the following actions:
- use or impossibility of use of the Resource;
- in case of any defects of goods, patterns, data, information or services purchased of otherwise acquired from the User or by any other party by means of the Resource;
- infringement of the third-party's rights or claims, or requirements for production, import, export, distribution, offer, display, acquisition, sale and/or use of User’s products or services, offered or displayed on the Resource, which may infringe or may be purported as infringing the third parties’ rights; or a claim of any party related to rights protection;
- unauthorized third parties’ access to any User’s data or personal information;
- applications or actions of any Resource User; or
- other actions related to use of Resource and arising by negligence, as well.
9.1. The Management reserves a right to delete or block access to information posted by User without notice in the event of:
- receiving of mandatory judgments of competent public authorities;
- claim of a holder of intellectual property rights to terminate infringement of his/her rights by a user on the Resource; other infringements of rights or legal interests of other Resource Users, of legal entities or individuals upon their reasonable appeal;
- detecting information, which posting to the Resource is prohibited under these Rules.
9.2. The Management shall be entitled to block access to information posted by users to the Resource at its sole discretion having provided a user with relevant substantiation.
10. Users and organizations interaction
10.1. The Management disclaims any responsibility for User’s interaction with any organizations and/or persons in the course of using of the Resource. This includes, but not limited to, payments for and delivery of goods and services, as well as any other interaction in relation to other organizations and/or individuals. Transactions are concluded only between Users and such organizations and/or individuals and in cases where the Management is invoked to escrow a trade, the buyer and seller in that trade agrees to indemnify the Management from any liabilities, disputes, misunderstanding or loss resulting from the transaction and or interaction. If any dispute arises between you and one or several other users, you shall indemnify the Management, its officials, employees, agents and successors from any and all claims, requirements and losses (whether direct or indirect) of whatsoever kind or nature, which arise or relate to such disputes and /or goods and services.
11. Mandatory Arbitration.
11.1. Please read this Section carefully. YOU AND MANAGEMENT, AND EACH OF OUR RESPECTIVE AGENTS, CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS, AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS TERMS AND CONDITIONS OR THE SERVICE, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
11.2. Commencing Arbitration. A party intending to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Management, via any other method available to Managenent, including via e-mail. The Notice to Management must be addressed to Edgesense Nigeria Ltd (43 Umuezeala Road, Orlu), Attn: Chief Executive Officer (the "Arbitration Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the "Demand"). If you and Management do not reach an agreement to resolve the claim within 30 days after the Notice is received, then you or Management may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE AMERICAN ARBITRATION ASSOCIATION ("AAA") WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE "Rules"), AS MODIFIED BY THIS TERMS AND CONDITIONS. The Rules and AAA forms are available online at www.adr.org. If you are required to pay a filing fee to commence an arbitration against Management, then Management will promptly reimburse you for your confirmed payment of the filing fee upon Management's receipt of a Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
11.3. Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in Alexandria, Virginia will be appointed pursuant to the Rules, as modified herein. You and Management agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.
11.4. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER LAW, YOU AND MANAGEMENT AGREE THAT YOU AND MANAGEMENT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
11.5. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of California in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to this Section 11.
11.6. Equitable Relief. The foregoing provisions of this Section 11 do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. For the avoidance of doubt, however, you acknowledge that, in the event Management or a third party breaches this Terms and Conditions, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Management, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this Terms and Conditions.
11.7. Claims. You and Management agree that, notwithstanding any other rights a party may have under law or equity, any cause of action arising out of or related to this Terms and Conditions or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
11.8. Improperly Filed Claims. All claims you bring against Management must be resolved in accordance with this Section. All claims filed or brought contrary to this Section will be considered improperly filed. Should you file a claim contrary to this Section, Management may recover attorneys' fees and reimbursement of its costs, provided that Management has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
11.9. Modifications. In the event that Management makes any future change to the "Mandatory Arbitration" paragraph set forth above (other than a change to Management's Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to Management's Arbitration Notice Address, in which case your account with Management and your license to use the Service will terminate immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of this Terms and Conditions.
12.1. Except as otherwise provided, if any provision of this Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
12.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Terms and Conditions.
12.3. The policies posted on our site may be changed from time to time. Changes take effect when we post them on the Resource