TERMS AND CONDITIONS

1. Introduction

1.1 Introduction

1.1.1 Welcome to the Platform (hereinafter referred to as “the LearnWaZoBia Academy website” and or “Mobile site”). The use of Platform is subject to the terms and conditions set out herein (the “Terms & Conditions”). The Terms & Conditions form part of the Contract that governs Access to and the use of the Platform by the Subscriber (hereinafter referred to as “the Student”). The Subscriber is advised to read the Terms & Conditions carefully. By using the Platform, the Subscriber agrees to comply with and be bound by the Terms & Conditions and other parts of the Contract (as same may be referenced here). If you do not agree to be bound by this contract, do not use, access or subscribe to the platform. if you have any question, please contact us at support @info@learnwazobiz.com.ng

1.1.2 Learn Wazobia Academy Limited (“LearnWaZoBia Academy”) is a limited liability company incorporated under the laws of the Federal Republic of Nigeria with its registered address at No. 36 Nouakchott street, Zone 1, Abuja. LearnWaZoBia Academy has other business addresses in various States in Nigeria. LearnWaZoBia Academy was created as an innovative online learning platform designed specifically to keep the Rich and diverse languages of Nigeria alive and thriving. The Platform is developed by LearnWaZoBia Academy to engage in the business of providing online learning and educational content, courses and resources.

1.1.3 These Terms & Conditions constitute a binding contract between LearnWaZoBia Academy and the Student (the “Parties”). The use of the Platform by the Student constitutes the Student’s consent to the terms and conditions.

1.1.4 LearnWaZoBia Academy reserves the right to update and amend the Terms & Conditions and to develop and modify the Platform, by notifying the Student through an email to the Student ‘s registered e-mail address on the Platform or other available channels that the Terms & Conditions have been updated and modified. The updated and amended Terms & Conditions will be effective as soon as is accessible. The continued use of the Platform by the Student after notification of such changes and amendments shall constitute the Student ‘s consent to such changes and amendments.

2. Subscription and Access

2.1 Grant of Access

2.1.1 Following the completion of the registration process on the Platform and upon the acceptance by the Student of the Terms & Conditions, LearnWaZoBia Academy shall grant to the Student on the Access Date, Access to the Platform to perform the activities set out thus:

Terms of Use

LearnWaZoBia Academy Student admin platform is accessible to all Students who sign up for its use. LearnWaZoBia Academy grants you the rights to use the application after fulfilment of the following.

Student Information

The Student must provide accurate information about Name, Age and Location of the students or Parents who stand in as guidance.

Ownership

The Student understands that the subscription to use the product doesn’t contribute towards ownership of any part of the software during the use of the LearnWaZoBia Academy’s product or in future.

Other Related Services

The Student understands that additional services in relation to financial services can be layered on the LearnWaZoBia Academy product but reserves the right to activate or use such additional services as they deem fit.

Upon acceptance of the Terms & Conditions, the Student shall be permitted to create an Account on the Platform with its own unique log-in-details (the “Log-in Credentials”).

2.1.2 Access is granted to the Student and their Parents only and not to any third parties. The Student and their Parents will effect and maintain adequate security measures to safeguard against access to or use of the Platform by unauthorized persons (including without limitation, safeguarding its Log-in Credentials and other security arrangements). The Student must immediately notify LearnWaZoBia Academy if its Log-in Credentials have been compromised and provide all reasonable assistance to bring an end to any unauthorized access or use of the Platform through the Student ‘s Log-in-Credentials.

2.1.3 Parties agree that:

a) the Terms & Conditions are binding on the Parties, consequently, the Student is responsible for (i) ensuring that its customers adhere to the provisions of the Terms & Conditions, where applicable, and (ii) creating, nurturing and maintaining its relationships with its customers; and

2.2 Access Channels

The Platform may be accessed over the web using any internet supported Devices such as Mobile, desktop, laptops, tablets and Televisions.

2.3 Registration Process

2.3.1 Prior to the grant of Access to the Student, the Student shall be required to complete an online registration form on the Platform, Consequently, the Student affirms that all the information and documentation it has provided as part of the registration process are to the best of its knowledge, accurate,current and complete in all material respects. In the event of any change to the information provided during the registration process, the Student must immediately update its Account with the updated information and/or documentation. The student is to be fully responsible for all use of your account and for any actions that take place through your account.

2.3.2 Nothing in the Terms & Conditions shall be construed to oblige LearnWaZoBia Academy to grant Access to the Student until the registration process is completed and all necessary Student Content required for the operation of the Platform has been imputed by the Student in accordance with the User Manual.

2.4 Payment Terms

In consideration for the fulfilment of its obligations hereunder, LearnWaZoBia Academy shall be entitled to the Service Fee set out in the Payment Schedule as outlined in Annexure A.

2.5 Training and Technical Support

2.5.1 The User Manual or FAQs for the Platform shall be available on the Platform.

2.5.2 LearnWaZoBia Academy shall also provide ongoing technical support to the Student where required in relation to the use of the Platform. To this end, the Student may reach LearnWaZoBia Academy’s customer service unit on +……………. or +…………………….. from Monday to Saturday between 9 am to 5 pm or via email at support@info@learnwazobia.com.ng. LearnWaZoBia Academy will ensure that responses are provided to all Student’s complaints within 48 hours of receipt and shall use reasonable endeavors to address and resolve all complaints promptly.

2.6 Platform Availability

2.6.1 LearnWaZoBia Academy shall use reasonable endeavours to make the Platform available at all times. However, LearnWaZoBia Academy reserves the right to modify, partially or completely suspend the Access, to the extent necessary to:

a) ensure the security and stability of the Platform in accordance with Applicable Laws;

b) carry out repairs and maintenance of the Platform and to implement relevant updates to the Platform; and

c) add new or enhance features and functionalities of the Platform when required

2.6.2 Excluding cases of suspension of Access resulting from unplanned and unpredictable service disruptions, LearnWaZoBia Academy will notify the Student of the suspension of Access, at least 24 hours prior to the suspension.

3. Parties’ Obligation

3.1 Student

3.1.1 The Student shall:

use the Platform only for activities which fall within the scope as detailed in in this terms and conditions;
where required, comply with all security or encryption standards, rules and procedures recommended by LearnWaZoBia Academy;
not transfer, assign or in any manner give to third parties, any rights over the Access or the Account, except as otherwise set out in the Terms & Conditions; and
reasonably co-operate with LearnWaZoBia Academy in connection with any support services required to be provided by LearnWaZoBia Academy to the Student for the operation and maintenance of the Platform;
abide by and continue to observe all the guidelines and conditions related to the use of the Platform as set out in this Contract or as may be communicated from time to time by LearnWaZoBia Academy

3.1.2 In addition to any specific obligations of the Student outlined in this Terms & Conditions and the Contract, the Student agrees to cooperate with LearnWaZoBia Academy in connection with the provision of the services by providing:

timely responses to LearnWaZoBia Academy’s inquiries and requests for approvals and authorizations;
access to any information or material reasonably requested by LearnWaZoBia Academy which are necessary or useful as determined by LearnWaZoBia Academy in connection with fulfilling its obligations hereunder, but not limited to, physical and system/computer access to Student’s computer systems, inventory and other relevant Student Content; and
all Required Consents necessary for LearnWaZoBia Academy to fulfil its obligations.

3.2 LearnWaZoBia Academy’s

LearnWaZoBia Academy shall be responsible for:

Provide access to the class rooms at all times and on time

a) granting Access to the Platform;

b) the security of the Student Content imputed and stored on the Platform;

c) provision of detailed User Manual

d) providing ongoing technical support to the Student and its Personnel.

4. Representations, Warranties, and Indemnities

4.1 Representations and Warranties

4.1.1 By subscribing to the Platform and accepting the Terms & Conditions, the Student represents, and warrants to LearnWaZoBia Academy that:

a) it is duly qualified under the Applicable Laws and has full power, authority and capacity to carry on the required activities on the Platform and has taken the requisite steps for this purpose;

b) it has obtained all authorizations required for the use of the Platform;

c) the Terms & Conditions and the Contract constitute and expresses its legal, valid and binding obligations and are enforceable against it in accordance with the conditions and terms herein stipulated;

d) it has not in completing the registration forms on the Platform, provided information which are false, inaccurate, misleading or incomplete;

e) it shall not take actions or omissions that may expose LearnWaZoBia Academy to credit risk, risk of fraud, breach of duties related to anti-money laundering and terrorist financing or other statutory obligations or to a sudden increase of risk (assessed pursuant to the procedures adopted by LearnWaZoBia Academy based on the information available); and

f) it shall comply with Applicable Laws and global best practices.

4.1.2 LearnWaZoBia Academy represents and warrants that Upon the acceptance of the Terms & Conditions by using the LearnWaZoBia Academy platform by the Student:

a) it will grant the Student, Access to the Platform;

b) it will ensure that transaction information and Student Content is transmitted securely and will ensure the highest level of security of the Student Content and confidentiality Student Content in accordance with the Data Protection Legislation; and

c) it will ensure that the technology deployed comprises a set of interoperable infrastructure modules that work seamlessly.

4.2 Indemnity and Liability

4.2.1 Access is granted “as is” without any warranty whatsoever, other than as expressly stated in this Terms & Conditions or any other part of this Contract.

4.2.2 Subject to the limitations set out in this Section 4.2, LearnWaZoBia Academy shall be liable for losses occasioned to the Student as a result of its willful misconduct or gross negligence, provided that the total contractual and non-contractual liability of LearnWaZoBia Academy for all claims of any kind arising as a result of or related to the Access granted and to the use of the Platform, or any act or omission of LearnWaZoBia Academy, shall not exceed an amount equal to the amount paid by the Student to LearnWaZoBia Academy or received by LearnWaZoBia Academy pursuant to activities conducted by the Student on the Platform, during the last 90 days period preceding the date when LearnWaZoBia Academy is held to be liable for such claims.

4.2.3 The Student shall release, indemnify and hold harmless LearnWaZoBia Academy, from and against any loss or damage and directly related expenses arising out of or related to claims by third parties or its employees against LearnWaZoBia Academy, arising in connection with or as a result of

a) its representations above or any part thereof being untrue;

b) a breach of its warranties or failure to fulfil its obligations under the Terms & Conditions and any part of the Contract;

c) the willful misconduct or negligent acts or omissions of the Student, its directors, officers, employees, Students, and affiliates, in connection with the services being provided under the Terms & Conditions;

d) the commission of fraud or other unlawful acts by the Student, its directors, officer, employees, Students, and affiliates on the Platform;

e) the Student ’s inability to preserve the integrity of its Log-in Credentials, issues with customer identity authentication, or failure to maintain adequate security procedures on its premises; and

f) LearnWaZoBia Academy’s reliance on the Student ’s information as set out in Section 4.2.4 below.

4.2.4 In no event shall LearnWaZoBia Academy be liable with respect to any loss, liability, cost, damage or expense arising out of a claim by the Student or by third parties in connection with the data, computations, and services provided and/or performed by LearnWaZoBia Academy under the Terms & Conditions to the extent that such data, computations and/or services in relation to which such claim arises were provided and/or performed in accordance with:

a) the Student ’s written requirements and/or instructions in such regard;

b) the details provided in the registration documentation or as part of Student Content; or

c) other information provided by the Student to LearnWaZoBia Academy in connection herewith.

4.2.5 LearnWaZoBia Academy shall not be liable for providing transactional data or other Student Content. The Student is entirely responsible for the correctness and proper format of Student Content entered into the Platform.

4.2.6 There may be contractual or technical limitations or restrictions to the use of the Platform imposed by third parties. While LearnWaZoBia Academy bears responsibility for the proper performance of the Platform, it shall not be liable for the inability to complete a transaction on the Platform that arises due to the fault of those third parties.

4.2.7 LearnWaZoBia Academy does not warrant that all tools, services, data, and reports will be accessible 100% of the time, nor does it warrant that it will be able to continue to provide access to all tools, services, data, and reports. Some of the tools, services, data, and reports are produced by accessing third-party data sources and no warranty is expressed or implied that access to these services will be available in the future as such services may be withdrawn or modified at any time and without notice by such third parties. Without limiting the foregoing, LearnWaZoBia Academy specifically disclaims all warranties and representations as to the publisher of any content transmitted on or in connection with the site or sites that may appear as links on the Platform, including without limitation any warranties of Student ability, fitness for a particular purpose or non-infringement of third-party rights.

4.2.8 LearnWaZoBia Academy is not a party to any agreement between the Student, its Customers or its other service providers, Students and employees and shall not be liable for the due performance of obligations by any of these entities.

4.2.9 No oral advice or written information given by LearnWaZoBia Academy or any of its subsidiaries, affiliates, employees, officers, directors, Students or the like shall create a warranty.

4.2.10 In no event, shall LearnWaZoBia Academy be liable to the Student for any claims for indirect, consequential, incidental, special, exemplary or punitive damages of any nature whatsoever including loss of revenue or profits, goodwill, use, data, future business, anticipated profit claims of third parties, cancellation of contracts, intangible losses (even if LearnWaZoBia Academy has been advised of the possibility of such damages).

4.2.11 The Student acknowledges that it is intended that LearnWaZoBia Academy has the benefit of the limitation and exclusion of liability under the Terms & Conditions when engaging with its customers. Accordingly:

a) the Student must ensure that all claims in connection with the Terms & Conditions are made by the Student; and

5. Confidential Information and Related Matters

5.1 Confidential Information

5.1.1 The Parties agree that they shall not directly or indirectly disclose or communicate Confidential Information to any third party, except as herein provided.

5.1.2 Each Party shall protect such information from disclosure by reasonable means, including to at least the same minimal level of security that each Party uses for its most crucial proprietary and trade secret information. Parties shall reasonably protect the Confidential Information with no less than the same degree of care exercised by its personnel to protect its own, or publication of its own most valuable confidential and proprietary information.

5.1.3 The Parties shall permit access to Confidential Information disclosed under the Terms & Conditions to its Students or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the Party evaluating, contemplating, recommending, or engaging in any program or service offered by the other Party or to enter into a business relationship with the other Party, and only if said Students, employees, or third parties:

a) reasonably require access to the Confidential Information for purposes approved by the Terms & Conditions, and

b) have been apprised of the Terms & Conditions and the Receiving Party’s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by the Terms & Conditions.

5.2 Privacy and Data Protection

5.2.1 Use of the service is also governed by our Privacy Policy, a copy which is located at (Include website). By using the service, you consent to the terms of the privacy policy.

5.3 Non-Solicitation

5.3.1 Until the termination or expiration of the Terms & Conditions, the Student shall not directly or indirectly (a) encourage LearnWaZoBia Academy’s employees or service providers to stop working for LearnWaZoBia Academy; or (b) encourage LearnWaZoBia Academy’s customers to stop doing business with LearnWaZoBia Academy.

5.3.2 Each Party shall not during the term of the Terms & Conditions and for 12 months after the expiration of the Terms & Conditions, without the written consent of the other Party, directly or indirectly solicit or offer employment for engagement to any personnel of the other Party directly involved with the performance of that Party’s obligations hereunder.

5.4 Intellectual Property

5.4.1 The Access hereby granted does not transfer to the Student, title to or license to LearnWaZoBia Academy’s rights to the Platform or any Intellectual Property Rights. The Access is limited to the Platform with its current components and in its current version, it shall not be deemed to extend or to include any programme or material that belongs to LearnWaZoBia Academy other than the Platform. LearnWaZoBia Academy’s intellectual property shall not be used in connection with products or services of third parties in any way which may be confusing for clients or potential clients. Without limiting the foregoing, LearnWaZoBia Academy grants to the Student together with the Access and at no additional cost, a non-exclusive and non-transferable license to use LearnWaZoBia Academy’s name and logo to inform its customers of its cooperation with LearnWaZoBia Academy.

5.4.2 The Student understands and agrees that LearnWaZoBia Academy shall be entitled to record its Access and use of the Platform to diagnose and fix problems, training, and support. LearnWaZoBia Academy may transfer such records to third parties for analysis and processing. No Personal Data shall be included in the records that LearnWaZoBia Academy transfers to third parties, and LearnWaZoBia Academy shall use reasonable endeavours to ensure that such third parties keep all such records confidential.

5.4.3 The Student shall promptly notify LearnWaZoBia Academy of any claim, notification or allegation that it receives that its use of the Platform infringes the Intellectual Property Rights of any third party (a Claim). The Student shall:

a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without LearnWaZoBia Academy’s prior written consent;

b) give to LearnWaZoBia Academy and its professional advisers all reasonable assistance as may be required in relation to a Claim;

c) at LearnWaZoBia Academy’s request, give LearnWaZoBia Academy the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and

d) mitigate its losses in relation to a Claim, including where requested to do so by stopping the use of the Platform.

5.4.4 On receipt of a notice under Section 5.4.4, LearnWaZoBia Academy shall at its sole expense either procure for the Student the right to continue accessing and using the Platform or modify or replace the infringing part of the Platform to avoid the infringement.

5.4.5 By using the Service, you hereby assign to LearnWaZoBia any and all rights,title and interest, including any Intellectual property rights, in the activity Materials. All rights of LearnWaZoBia or its Licensors that are not espressely granted in these Terms and Conditions are reserved to LearnWaZoBia and it’s Licensors.

6. Term & Termination

6.1 Term

Access shall commence on the Access Date and shall continue until the Student ’s Account is deleted in accordance with the Terms & Conditions.

6.2 Deletion and Termination

6.2.1 The Student may at any time, delete its Account on the Platform.

6.2.2 LearnWaZoBia Academy may delete the Student ’s Account upon giving notice to the Student where:

a) the Student makes use of the Platform for any of the prohibited activity under Applicable Laws and the Contract;

b) the Student carries an unacceptable amount of risk, including credit or fraud risk;

c) the Student is in breach of any provisions of the Applicable Laws or is likely to be in breach;

d) there exists in LearnWaZoBia Academy’s sole opinion, any other legal, reputation, regulatory or risk-based reason for doing so.

6.2.3 The Terms & Conditions may be terminated and Account deleted by a Party where:

a) the student is prohibited by any Applicable Laws or Overriding Government or Regulatory Action from fulfilling its obligations under the Terms & Conditions

6.2.4 The deletion of an Account shall not discharge the Student from any obligation or liability which had already occurred before the deletion of that Account. On termination of the subscription to the Platform for any reason:

a) the Student shall cease to access the Platform;

7. Miscellaneous Provisions

7.1 Force Majeure 7.1.1 The Parties shall be relieved from liability under the Terms & Conditions upon the occurrence of Force Majeure. Consequently, In the event of any such Force Majeure, each Party shall bear its loss.

7.1.2 Where a Force Majeure event lasts for more than 60 days or it is clear that a Force Majeure event shall last more than 60 days, either Party may immediately terminate the Terms & Conditions by giving notice in writing to the other Party.

7.2 Survival of Terms

7.2.1 The following terms of the Terms & Conditions shall by their nature survive the termination or expiration of the Terms & Conditions:

a) Section 4 (Representations, Warranties, and Indemnity)

b) Section 5 (Confidential Information and Related Matters)

c) Section 7.11 (Governing Law);

d) Section 7.4 (Notices);

e) Section 7.6 (Severability).

7.3 Notices

7.3.1 Except as otherwise agreed by the Parties, a notice given under the Terms & Conditions shall only be valid if it is in writing and delivered by hand or sent by registered or certified mail or express courier to the address of the Party stated on the first page of the Terms & Conditions or any address that may be subsequently notified by one Party to the other Party or by electronic mail.

7.3.2 Any notice delivered by hand shall be effective upon acknowledgment of receipt by the other Party or if by courier service, 48 hours after posting. Notices sent by email shall be effective upon transmission.

7.4 Assignment and Sub-contracting

7.4.1 The Student shall not assign nor sub-let any of its rights or obligations under the Terms & Conditions without the prior written consent of LearnWaZoBia Academy, such consent not to be unreasonably withheld. Notwithstanding this provision, either Party may assign any of its rights or obligations to a parent company or subsidiary without the prior consent of the other Party, provided that the assigning Party has given prior notice of the proposed assignment to the other Party to the Terms & Conditions. The assigning Party shall make available to the other party a copy of any such assignment.

7.4.2 Both Parties shall ensure that every sub-contractor any assignment made pursuant to the terms of the Terms & Conditions shall incorporate the provisions of the Terms & Conditions.

7.5 Severability

7.5.1 If any term or provision of the Terms & Conditions is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the same shall be stricken from the Terms & Conditions, and such provision shall not affect the legality, enforceability, or validity of the remainder of the Terms & Conditions, and the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

7.6 Waiver

7.6.1 The failure of any party to at any time require performance by the other of any provision hereof shall in no way affect the right of the party to require performance which may be due thereafter pursuant to such provision, and the waiver of a breach of any provision of the Terms & Conditions shall not be construed or held to be a waiver of any subsequent breach of such provision.

7.7 Mitigation and Contribution

7.7.1 The Parties will take all reasonable steps to mitigate any loss incurred by them under the Terms & Conditions.

7.7.2 To the full extent permitted by Applicable Laws, each Party’s liability to the other in contract, tort, negligence, strict liability, under statute, under an indemnity, or otherwise will be reduced to the extent, if any, to which the other contributed to the loss or damage or failed to mitigate the damage.

PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION OF DISPUTES PROVISION THAT REQURIES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN COURT TRIALS OR CLASS ACTION LAWSUITS.

7.8 Overriding Government or Regulatory Action

7.9.1 Notwithstanding any other provision of the Terms & Conditions, LearnWaZoBia Academy shall comply with Applicable Laws. If any of its obligations under the Terms & Conditions are affected by an Overriding Government or Regulatory Action, LearnWaZoBia Academy shall perform its obligations in such a manner as to comply with the relevant law or regulatory requirement as far as possible and will not thereby be liable for non-compliance with the Terms & Conditions.

7.9.2 In the event of an Overriding Government or Regulatory Action, LearnWaZoBia Academy shall not be in breach of the Terms & Conditions because its handling of any particular transaction deviates from the manner agreed as a result of the Overriding Government or Regulatory Action.

7.10 Governing Law

The Terms & Conditions and the relationship between the Parties as it relates to the Platform shall be governed by the Laws of the Federal Republic of Nigeria.

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