Kleos Africa

INTRODUCTION

Kleos Africa products and services are provided by Kleos Africa Technologies Limited (“Kleos Africa”). These terms of service ("Terms") govern your use of Kleos Africa websites, products and services (collectively, the "Services"), so please read them carefully.

Kleos Africa (referred to as "Company," "us," "our," or "we") provides the www.kleosafrica.com site ("Site") and various related services, such as its documents and informational articles or media ("Services") subject to your compliance with these terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between Kleos Africa and you or your company. The terms "you" and "your" refer to each customer, visitor, or user of our Site and Services.

If you access this Site and/or use our Services on behalf of another entity or organization, you represent and warrant that you have the full authority to act on behalf of such other entity or organization, to bind that entity or organization to these Terms of Use, and that you agree to these Terms of Use on that entity or organization's behalf.

By accessing this website or using the Services, you are agreeing to the Terms, and Kleos Africa's Privacy Policy. If you do not wish to be bound by these Terms of Use, please discontinue use of the Site immediately.

The Site reserves the right to change, modify, add, or remove portions of these Terms and Conditions of use at any time. Changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions of use regularly for updates. Your continued use of the Site following the posting of changes to these Terms and Conditions of use constitutes your acceptance of those changes.

WHAT WE PROVIDE

Kleos Africa is a platform where consultants unaffiliated with Kleos Africa can offer information and interact with users. We provide a number of methods by which you can purchase packaged consulting services or have a direct, confidential discussion of your business issues with a consultant. Although some of these methods involve Kleos Africa processing a transaction on your behalf, in all instances, Kleos Africa is simply the intermediary in such transactions. Any consultant-client relationship formed as a result of such discussions is between you and the consultant you speak with not between you and Kleos Africa. Furthermore, you understand that Kleos Africa cannot be held responsible for the quality or accuracy of any information or consulting services provided by lawyers you connect with via Kleos Africa.

AGE RESTRICTION

In order to register for our Services, you represent and warrant that: You are at least 18 years of age and are legally able to enter into a binding contract.

USING OUR SERVICES

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. Except in the context of browsing or accessing our Services in accordance with these Terms, you may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.

YOUR ACCESS TO THE SITE

To access this Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide on this Site will be correct, current, and complete and that you will abide by these Terms of Use. If Kleos Africa believes that the information you provide is not correct, current, or complete, that you have violated any provision in these Terms of Use, or for any or no reason at all, Kleos Africa has the right to refuse you access to this Site or any of its resources, to suspend your access to any of Kleos Africa's Services, or to temporarily suspend or permanently terminate your user account. All information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features or document generators on the Site, is governed by our Privacy Policy, which applies to all Site users and visitors.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information

NO FORMATION OF A CONSULTANT-CLIENT RELATIONSHIP

The business Information posted on Kleos Africa is intended for general informational purposes only and should be used only as a starting point for addressing your legal issues. The business information is not the provision of consulting services, and accessing such information, or corresponding with or asking questions to a consultant via the Services, or otherwise using the Services, does not create a consultant-client relationship between you and Kleos Africa, or you and any consultant. It is not a substitute for an in-person or telephonic consultation with a consultant licensed to practice in your jurisdiction about your specific business issue, and you should not rely on such business Information. You understand that questions and answers or other postings to the Services are not confidential and are not subject to consultant-client privilege or treated as work product. You are and will be representing yourself in any matter you engage in while using our Services.

INFORMATION ON THE SERVICES

Our Site and Services, including any online questionnaires, any articles or links thereof, or the documents that are generated through this Site do not constitute advertising, a solicitation, or consulting advice. Our Services do not constitute the practice of business consulting and the materials we provide on our Site are not customized to your particular needs. The annotations, articles, or links thereof are made available for general informational purposes only and are not guaranteed to be correct, complete, or up-to-date. Note that we do not review any of your materials or the content we provide on our Site for accuracy or sufficiency and will not draw conclusions, provide legal advice, or provide any feedback on your particular situation and needs. Neither is the availability, operation, transmission, receipt, nor use of this Site or documents on this Site for the purpose of requesting business advice, securing business consulting services, or retaining a consultant nor is intended to create, or constitute the formation of any consultant-client relationship or other special relationship or privilege. You do not and will not have a consultant-client relationship with Kleos Africa or any employee or agent of Kleos Africa unless otherwise reflected in a separately executed consulting services agreement through a consulting firm. This Site, the content available on or through this Site, and the documents on this Site are not a substitute for the advice of a consultant; you should not rely on the Site or Site documents for any purposes without seeking advice from a qualified consultant in the relevant jurisdiction. We do not intend to advertise to or otherwise solicit customers in jurisdictions where our Services are not permitted by law and the Site and documents generated on this Site do not constitute any such advertisement or solicitation. You should determine whether or not use of our Site or Services is lawful in your particular jurisdiction prior to using our Site or Services.

RESTRICTIONS ON YOUR USE

You are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Site in accordance with these Terms of Use and any other notices or instructions that are posted elsewhere on our Site. You may use this Site for purposes expressly permitted by us. As a condition of your use of the Site and Services, you warrant to us that you will not use the Site or Services for any purpose that is prohibited by these terms, conditions, and notices and will do none of the following:

Conduct or promote any illegal activities while using the Site or Services;
Upload, distribute or print anything that may be harmful;
Transmit any material which violates or infringes upon the rights of others, or unlawful;
Transmit any information that we believe to be, in our sole discretion, abusive, excessively violent, harassing, defamatory, vulgar, obscene, lewd, lascivious, or otherwise objectionable;
Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights or obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Site or Services;
Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
Use the Site or Services to generate unsolicited email advertisements or spam;
Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services;
Use the Site or Services in any manner which could disable, overburden, damage, or impair the Site or interfere with any other party's use and enjoyment of the Site;
Impersonate another user or an employee of Kleos Africa, or its partners or providers;
"Frame," inline link or similarly display the Site's content or property without the express prior written permission of an authorized representative of Kleos Africa; or
Co-brand this Site without the express prior written permission of an authorized representative of Kleos Africa. For purposes of these Terms of Use, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site.

PAYMENT OF FEES

If you use a Service on this Site that requires payment of a fee, you agree to pay all associated fees as required by the Service. We will bill your payment card for all charges for Services on this Site. You agree to provide us with accurate and complete billing information as required for us to process the fee, including, for example, valid payment card information, your name, address, and telephone number, and to provide us with any changes in such information. You may cancel your account at any time; however, there are no refunds for cancellation or for any prepaid fees. If, for any reason, your payment card company refuses to pay the amount billed for the Service, you agree that we may, at our sole option, suspend or terminate your access to the Service and require you to pay the overdue amount immediately by other means acceptable to us. COPYRIGHT AND TRADEMARKS The Company name, the terms Kleos Africa, the Kleos Africa logo, and all related names, logos, product and service names, designs and slogans are copyright and trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company or as otherwise set out in these Terms of Use. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

YOUR PROPRIETARY INFORMATION

Kleos Africa agrees that it has no rights to the data, documents, information or material that you submit in the course of using the Site and Services ("Submitted Material"). When submitting data, you, and not Kleos Africa, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Submitted Material. Kleos Africa shall not be responsible to you or any third party for the deletion, correction, destruction, damage, loss, or failure to store any Submitted Material. By using the Services, each user represents and warrants to Kleos Africa that it has the legal right to submit the Submitted Material. You agree to indemnify, defend and hold Kleos Africa harmless from any liability caused by your submission of Submitted Material in violation of a third party's copyright or other rights of ownership. Kleos Africa reserves the right to withhold, remove and/or discard Submitted Material without notice for any breach, including without limitation, non-payment of fees. In addition, Kleos Africa reserves the right to withhold, remove and/or discard any Submitted Material submitted to Kleos Africa, which, in Kleos Africa' sole opinion, is harmful, offensive, or otherwise in violation of Kleos Africa' internal policies for publishable material. Any Submitted Material may be deleted, altered, moved, or transferred by us at any time for any reason in our sole discretion, with or without notice and with no liability of any kind. Kleos Africa does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on our servers running the Services. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY DATA SUBMITTED TO US OR ANY GENERATED DOCUMENTS WILL BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME, AND YOU AGREE TO MAINTAIN ON YOUR SERVERS DUPLICATE COPIES OF ALL SUBMITTED MATERIAL AND DOCUMENTS YOU PURCHASE FROM OUR SITE. By using our Services and agreeing to these Terms of Use, you expressly grant to us, and you represent and warrant that you have a right to grant to us, a perpetual, transferable, irrevocable, nonexclusive, royalty-free, sublicensable, worldwide license to use, reproduce, adapt, distribute, modify, publish, list information regarding, edit, translate, distribute, and make derivative works of all Submitted Material, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services. You further represent and warrant that you own all rights, titles, and interests to such Submitted Material in full and without restrictions. You further grant to us a perpetual, transferable, irrevocable, nonexclusive, royalty-free, sublicensable, worldwide license to use, reproduce, adapt, distribute, modify, edit, publish, and publicly display your company name, trademark, and associated logo(s) on our Site and customer lists, in whole or in part, and in any form, media or technology, whether now known or hereafter developed. You expressly agree that we may remove, disable, or restrict access to or the availability of any Submitted Material from the Site (including, but not limited to, Submitted Material that you have posted or stored) that we believe, in good faith and in our sole discretion, to violate the Terms of Use (whether or not we are actually correct in our assessment) or any laws. If you believe that we have acted mistakenly with respect to certain material, you may contact us at associates@kleosafrica.com in which case we may investigate the matter further, though we retain full right and sole discretion as to whether or not to remove the material. Under no circumstances may we be held liable for removing, disabling, or restricting access to or the availability of Submitted Material. The provisions of this section are intended to implement these Terms of Use and are not intended to impose a contractual obligation on the owners or operators of the Site to undertake, or refrain from undertaking any particular course of conduct. We may retain and use your Submitted Material as necessary to provide our Services to you, comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, and upon your account termination. Please note, however, that there may be some delays or latency in deleting any Submitted Material and that there may exist some residual data (like general use data) or backed-up versions. We are unable to delete any Submitted Material from third-party servers or from accounts that you may share with other licensees of our Service.

THIRD PARTY PROPRIETARY INFORMATION

The material, content, and Services accessible from this Site, including, but not limited to any other website owned, operated, licensed, or otherwise controlled by us (the "Content") is the proprietary information of Kleos Africa or the party that provided or licensed the Content to Kleos Africa, whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, decompiled, reverse engineered, disassembled, transferred, distributed, republished, resold, sublicensed, uploaded, posted, used to create derivative works, or transmitted in any way without the prior written consent of Kleos Africa or the Content owner, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Kleos Africa's Copyright and Trademark rights. Neither title nor intellectual property rights are transferred to you by access to this Site. Notwithstanding this provision, users of Kleos Africa Services and the Site are not permitted to use the Content as a component of, or basis for, a database prepared for use by the said user or any third party. Furthermore, all copies of Content, whether in print or electronic form, must incorporate all of Kleos Africa's or third-party copyright and / or other intellectual property rights notices.

THIRD PARTY SERVICES

We may enable you to use third-party services on our Site. Any ongoing fees for use of third party registered agents will be billed to you directly from those agents and you are responsible for payment of those fees directly to such parties. The services provided by any third parties are governed by their respective terms of service and policies and we disclaim any and all liability for third-party acts or omissions.

ACCESSIBILITY OF WEBSITE

Our aim is to ensure accessibility to the website at all times. However, Kleos Africa cannot guarantee that the Service will always function without disruptions, delay or other imperfections. Since the Kleos Africa Service will be transmitted through public internet lines and the public switched telephone network, there may be power outages or internet service disruption and you may experience some disruptions e.g. packet loss and delay which will interfere with the quality of your communications. You accept that service interruption may occur in order to allow for website improvements, scheduled maintenance or may also be due to outside factors beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond our control.

SOCIAL NETWORKING SERVICES

You may enable or log in to the Service via various online third party services, such as social media and social networking services like Facebook, LinkedIn or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services use, storage and disclosure of information related to you and your use of such services within Kleos Africa please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Kleos Africa shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to Content, user-generated content, queries, or other information. The manner, mode, and extent of advertising by or permitted by us on the Site are subject to change without specific notice to you. In consideration for our granting you access to and use of the Site and Services, you agree that we may place such advertising on the Site or Services.

MESSAGES, REQUESTS, OR OTHER COMMENTS OR CONTENT TO OR FOR US

The Site may provide you with the ability to contact us through email addresses, contact forms, or other means. To the extent that you do so and send along any ideas, input, feedback, or anything of similar nature, you grant us a perpetual, irrevocable, nonexclusive, royalty-free license to use any such ideas, input, feedback, or anything of similar nature to change our existing products or services, to develop new products or services, or otherwise in our business.

DISCLAIMERS AND ACKNOWLEDGEMENTS REGARDING THE USE OF BUSINESS INFORMATION

While Kleos Africa strives to provide and to allow consultants to provide useful information regarding consultants and consulting services, there are some things that we cannot guarantee. You acknowledge that such information consists of third party data and contributions, that there are certain inherent limitations to the accuracy or currency of such information, that legal and other information may be incomplete, may contain inaccuracies, or may be based on opinion. Kleos Africa DOES NOT SCREEN SUCH INFORMATION FOR ACCURACY OR RELIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, KLEOS AFRICA AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." KLEOS AFRICA ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KLEOS AFRICA OR ANY OF ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) THE OUTCOME OF ANY CONSULTING MATTER; (B) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY RELATING TO THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF BUSINESS INFORMATION. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF KLEOS AFRICA, AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES TO WHICH SUCH CLAIM RELATES IN THE 12 MONTH PERIOD PRECEDING THE FILING OF SUCH CLAIM. USER POSTED CONTENT AND OTHER INTERACTIVE SERVICES OR AREAS Kleos Africa includes interactive areas in which you may post content and information, including peer and client reviews, questions and answers, comments, photos, and other materials (the "User Content"). You retain all rights in, and are solely responsible for, the User Content you post to Kleos Africa. You are also solely responsible for your use of such interactive features, and use them at your own risk. By using any interactive feature, you agree to comply with the Kleos Africa Community Guidelines. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies. When you post User Content to Kleos Africa, you give Kleos Africa and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. To the extent such content is attached to a profile on the Kleos Africa platform, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Kleos Africa, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Services or your use of or inability to use the Services, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the User Content, your conduct, your violation of these Terms or your violation of the rights of any third party.

NOTICES

We shall send notices to you by email to the email address you provide to Kleos Africa during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the address provided during the registration process. Notices sent to you by registered mail shall be deemed to have been received by that party three days after the date of mailing

LEGAL DISPUTES

This Terms of Use shall be governed by the Laws of the Federal Republic of Nigeria. Any dispute arising out of this Agreement, which cannot be settled, by mutual agreement/negotiation within 14 days shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by the Parties, where Parties are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on the Parties. Each Party shall bear its cost in connection with the Arbitration.

APPLICABLE LAW AND JURISDICTION

These Terms and Conditions shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria. Subject to the Arbitration section below, each party hereby agrees to submit to the jurisdiction of the courts of Nigeria and to waive any objections based upon venue.

TERMINATION

Notwithstanding any of these Terms, Kleos Africa reserves the right, without notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent your access to and use of the Services. Kleos Africa reserves the right to refuse service to anyone for any reason at any time. In the event of termination of access to the Services for any reason, you have no right to obtain a copy of any data or communications you stored or effected via the Services, or any other data.

NO THIRD BENEFICIARY RIGHTS

These Terms constitute the entire agreement between you and Kleos Africa with respect to the subject matter of these Terms, and supersede and replace any prior version of the Terms. These Terms create no third party beneficiary rights.

WAIVER, SEVERABILITY AND ASSIGNMENT

Kleos Africa's failure to enforce a provision of these Terms is not a waiver of its right to do so later. If any provision of these Terms is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term or terms will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any attempt to do so will be void. Kleos Africa may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

QUESTIONS AND CONTACT INFORMATION

If you have any question regarding the use of the Site, or comments about the Site or its contents should be directed to associates@kleosafrica.com

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