IMPORTANT: THIS END-USER LICENSE AGREEMENT (EULA) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND TUCANA.NG. THE AGREEMENT SHALL BE BINDING ON ALL USERS OF THE PLATFORM. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND OR USING THE PLATFORM. AMONG OTHER PROVISIONS, IT PROVIDES A LICENSE TO USE THE PLATFORM AND SERVICE AGREEMENT WHICH CONTAINS TERMINATION, WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE PLATFORM, YOU CONFIRM YOUR ACCEPTANCE OF THE PLATFORM AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE PLATFORM. TUCANA HAS THE RIGHT TO MODIFY, ALTER AND OR CHANGE THIS AGREEMENT AND AS SUCH WILL SEND A NOTIFICATION STATING THE ALTERATION, MODIFICATION AND CHANGES WHICH SHALL THEREAFTER BE BINDING ON THE PARTIES.

 

  1. Definitions.
  • “Activated” has the meaning given in Section 2.4.2.

1.2 “Agreement” means both the EUA and the Pricing and Term Agreement.

1.3 “Applicable Law” means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.

1.4 “Beta Version” means any version of the PLatform released by TUCANA for testing as determined by TUCANA in its sole discretion.

1.5 “Effective Date” has the meaning given in the Pricing and Term Agreement.

1.6 “EUA” means this End-User License Agreement.

1.7 “Intellectual Property Rights” means trade secret rights, rights in know-how, , copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.

1.8 “Pricing and Term Agreement” means, as applicable,

(a) the Pricing and Term Agreement entered into between You and TUCANA in connection with the license of the Platform which sets forth (among other things) pricing, term and payment provisions of this Agreement;

(b) the pricing and payment provisions located at www.TUCANA.ng (or such other URL as TUCANA may designate from time to time); and/or

(c) the pricing and payment provisions of any agreement between You and a TUCANA reseller (or other third party authorized to grant You the license) pursuant to which You obtained a license to use the Platform. The Pricing and Term Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.

1.9 “Platform” means the TUCANA Platform program(s) supplied by TUCANA together with this Agreement, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third party components.

1.10 “Term” means the term of this Agreement as set forth by the term of the license obtained by You

(a) in connection with the Pricing and Term Agreement; or

(b) from a TUCANA reseller or other third party authorized to grant You the license.

 

1.11 “Territory” means the world, except to the extent that use or distribution of the Platform in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).

1.12 “Trademarks” means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of TUCANA including without limitation, TUCANA and the TUCANA logo. TUCANA may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.

1.13 “Third Party Users” and “Licensee” both mean, as applicable, (i) an authorized third-party end user of the Platform who obtained a Platform License from You, or (ii) You.

1.14 “Updates” means any bug fixes, patches and other modifications of the Platform provided to You by TUCANA.

1.15 “Virtual Private Server” means a virtual server operating on a single physical server upon which multiple virtual servers may operate.

1.16 “You” or “Your” means or refers to the individual or entity entering into this Agreement with TUCANA, whether or not such terms are capitalized in this Agreement.

1.17 “TUCANA” means TUCANA, a product of IPI Group Nigeria Limited.

1.18 “TUCANA Anonymous Usage Data” means all data collected by TUCANA in connection with the use of the Platform by You or any Third Party Users, including (a) the licensed or unlicensed status of the Platform; (b) the source from which the license for the Platform was obtained; and (c) information about the hardware upon which the Platform is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “TUCANA Anonymous Usage Data” may also include information collected by TUCANA from time to time concerning which features of the Platform are most often used in order to improve and make adjustments to the Platform, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.

1.19 “TUCANA Client Area” means TUCANA’s customer service , reseller, license management and Incident tracking system or such successor system as TUCANA may designate from time to time which. Only TUCANA Licensees may access and use the TUCANA Client Area.

  1. License.

2.1 License Grant. During the Term, solely within the Territory and subject to the terms and conditions of this Agreement, TUCANA grants You a limited, non-exclusive, license to (a) install and use the Platform and (b) make a single back-up copy of the registered Platform for archival purposes. The foregoing license is revocable, non-transferable, non-assignable and non-sub-licensee.

2.2 License Transfers. The Platform is licensed only to You. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Platform, on a temporary or permanent basis, without the prior written consent of TUCANA.NG. (For the avoidance of doubt, this license is only granted to one person or company and if more than one person or company wishes to use the Platform, each user must purchase a separate license).

2.3 Restrictions of Use.

2.3.1 Installation of Platform Package. The Platform is licensed as a single product and none of the components in the Platform may be separated for installation or use.

2.3.3 Back-Up Copy. All backup copies must be an exact copy of the original Platform. If You make a back-up copy of the Platform, such copy must be in machine-readable form and You must reproduce on such copy all Intellectual Property Right notices and any other proprietary legends on the original copy of the Platform.

2.3.4 No Derivative Works; Reverse Engineering. You may not alter, merge, modify, prepare derivative works based upon, adapt or translate the Platform in any manner whatsoever. Additionally, You may not recompile, reverse engineer, disassemble, or otherwise reduce the Platform to any human-readable form, or use the Platform to develop any application having the same primary functions as the Platform.

 

2.4 Monitoring of Platform.

2.4.1 Audit by TUCANA. You agree that TUCANA may audit Your use of the Platform for compliance with this Agreement at any time, upon reasonable notice. You agree to cooperate with TUCANA and any auditors selected by TUCANA to complete the audit including by providing access to any facilities in which the Platform is used or stored, including without limitation the facilities which house the hardware upon which the Platform is installed. In the event that such audit reveals any use of the Platform by You other than in compliance with the terms of this Agreement, You shall reimburse TUCANA for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such noncompliance.

 

2.4.2 Authentication System. The Platform contains technological measures that, working in conjunction with TUCANA computer servers, are designed to prevent unlicensed or illegal use of the Platform (collectively, the “Authentication System”). You acknowledge and agree that such Authentication System allows TUCANA to (among other things)

(a) monitor use of the Platform by You as set forth in Section 2.4.3 (TUCANA Anonymous Usage Data);

(b) suspend or disable access to the Platform in whole or in part in the event of a breach of this Agreement; and

(c) terminate use of the Platform upon the expiration or termination of this Agreement. You agree not to thwart, interfere with, circumvent or block the operation of any aspect of the Authentication System, including any communications between the Platform and TUCANA’s computer servers. For the avoidance of doubt, the Platform will not operate unless TUCANA from time to time verifies the Platform using the Authentication System which requires the exchange of information between You and TUCANA over the Internet.

 

2.4.3 TUCANA Anonymous Usage Data. You agree that, without further notice to You, TUCANA may use technological means to (a) monitor use of the Platform as may be necessary to monitor for compliance with the terms of this Agreement; and (b) collect TUCANA Anonymous Usage Data. TUCANA reserves the right to copy, access, store, disclose and use TUCANA Usage Data indefinitely in its sole discretion; provided, however, that in the event that TUCANA collects information concerning which features of the Platform are most often used by You, TUCANA will remove personally identifiable information (if any) from such data and copy, access, store, disclose and use such data solely for the purpose of improving the Platform.

 

2.5 Data Protection. TUCANA shall only use Personal Information it collects from You when You use the Platform in accordance with TUCANA’s Privacy Policy. You must not conduct any systematic or automated data collection activities (including, without limitation, processing (within the meaning of the Data Protection Act 1998 or Regulation 2016/679, the ‘GDPR’, as may be amended from time to time), scraping, data mining, data extraction and data harvesting) on or in relation to our Platform without our express written consent.

 

2.6 Updates. The Platform may automatically download and install updates from time to time from TUCANA. These updates are designed to improve, enhance and further develop the Platform and may take the form of bug fixes, enhanced functions, new Platform modules, completely new versions and additional products and services offered through or from the Platform. You agree to receive such updates (and permit TUCANA to deliver these to You) as a condition to Your use of the Platform.

 

2.7 License Exchange. You agree that this Agreement shall supersede any prior End-User License Agreement and between You and TUCANA applicable to the Platform and that such prior End-User License Agreement is hereby terminated if (a) You previously purchased a license for the Platform and are now purchasing a new license for the Platform so that You may obtain additional technical support or updates during the Term of this Agreement; or (b) the copy of the Platform You licensed with this Agreement is an upgrade to an earlier version of the Platform. You may not continue to use the earlier version of the Platform or transfer it to another person or entity.

 

  1. Intellectual Property Rights.

3.1 Ownership. TUCANA (IPI SOLUTIONS NIGERIA LIMITED) owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Platform; (b) the Trademarks; (c) TUCANA Anonymous Usage Data; and (d) any and all Submissions (collectively, “TUCANA IP Rights”).

 

3.2 Trademarks;

This Site and its contents, including, but not limited to, text, photographs, graphics, illustrations, video, sound, and other material (all such content collectively referred to as “Content”) are protected under the laws of the Federal Republic of Nigeria  and international copyright laws and are the property of Tucana or its third-party licensors. All rights reserved. All logos, splash screens, page headers, custom graphics, and button icons displayed on this Site are service marks, trademarks, and/or trade dress (collectively, “Marks”) of Tucana or its affiliates. copying, distributing, transmitting, displaying, modifying, selling, or participating in the sale of, or otherwise exploiting or using any Content or any Marks in any form or by any means without the express written permission of Tucana is prohibited and may violate the copyright or trademark laws of the Nigeria and/or other countries.

Domain Names. This Agreement does not authorize You to use the Trademarks of Tucana . If You wish to use the Trademarks, You must obtain a written license to use the Trademarks from TUCANA. Additionally, You will not

(a) assert any Intellectual Property Right in the Trademarks or in any element, derivation, adaptation, variation or name thereof;

(b) contest the validity of any of the Trademarks;

(c) contest TUCANA’s ownership of any of the Trademarks; or

(d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name or sub-domain name, any trademarks, or any word, symbol or device, or any combination confusingly similar to, or which incorporates in whole or in part, any of the Trademarks.

 

3.3 No Implied License or Ownership. Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant You any right, title or interest, implied or otherwise, in or to the TUCANA IP Rights.

 

3.4 No Contest. You acknowledge and agree that the TUCANA  Platform are and shall remain the sole and exclusive property of IPI Solutions . You agree that You shall never oppose, seek to cancel, or otherwise contest TUCANA’s ownership of the TUCANA IP Rights or act in any manner that would or might conflict with or compromise TUCANA’s ownership of the TUCANA IP Rights, or similarly affect the value of the TUCANA Rights. Whenever requested by TUCANA, You shall execute such documents as TUCANA may deem necessary or appropriate to confirm, maintain or perfect TUCANA’s ownership of the TUCANA IP Rights. In the event TUCANA is unable, after using its reasonable endeavors (which shall not require TUCANA to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect TUCANA’s ownership of the TUCANA IP Rights for any other reason whatsoever, You hereby irrevocably designate and appoint TUCANA as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect TUCANA’s ownership of the TUCANA IP Rights with the same legal force and effect as if executed by You. In the event You become aware that any third party is, or may be, infringing the TUCANA IP Rights, You agree to notify TUCANA of such fact.

 

3.5 Proprietary Notices. Third party trademarks, trade names, product names and logos included in the Platform may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Platform.

 

3.6 Submissions. With respect to any feedback, suggestions or ideas (“Submissions”) that You submit to TUCANA concerning the Platform, or any of TUCANA’s products or services, You agree that: (a) Your Submissions will automatically become the property of TUCANA, without any compensation to You; (b) TUCANA may use or redistribute the Submissions for any purpose and in any way; (c) TUCANA is not obligated to review any Submissions; and (d) TUCANA is not obligated to keep any Submissions confidential. In addition, any illegal, lewd, abusive, profane or otherwise disturbing submissions by You shall constitute a material breach of this Agreement giving rise to TUCANA’s termination rights in Section 5.2.

 

  1. Payments.

4.1 Payments. As a condition of the license granted to You pursuant to this EULA, You shall pay TUCANA the amount(s) set forth in Your Pricing and Term Agreement in accordance with the payment terms contained therein.

 

5 Term and Termination.

5.1 Term. This Agreement shall be effective on the Effective Date and shall automatically expire at the end of the Term.

5.2 Termination. TUCANA may terminate this Agreement

(a) in the event of Your breach of this Agreement (or a sub licensee’s breach of a provision of a Third Party User’s agreement relating to the Platform or TUCANA) upon 30 days’ notice to You if such breach remains uncured after the expiration of the 30 day notice period.

(b) as set forth in Section 2.2; or

(c) immediately without notice in the event of Your (or Your sub licensee’s material breach of this Agreement. You acknowledge and agree that any breach by You (or any Third Party User) of the following provisions of the Agreement or any related provisions of a Third Party User’s agreement relating to TUCANA or the Platform shall each constitute a material breach: (i) use of the Platform in excess of the license grant in Section 2.1 (License Grant);

(ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of the Platform in violation of Section 2 (License) or Section 9.8 (Assignment);

(iii) any violation of Section 2.3 (Restrictions of Use) including without limitation Section 2.3.4 (No Derivative Works; Reverse Engineering);

(iv) any violation of Section 2.4 (Monitoring of Platform) including without limitation any attempt, whether successful or not, to thwart, interfere with, circumvent or block the operation of any aspect of TUCANA’s monitoring of the Platform;

(v) any conduct inconsistent with the TUCANA IP Rights as set forth in Section 3 (Intellectual Property Rights); (vi) any breach of Section 4 (Payment); and (vii) any breach of Your warranties under Section 6.1 (Mutual Warranties). Additionally, a material breach by You of any agreement or contract between You and TUCANA, including without limitation a breach of TUCANA’s Trademark Usage Policy, any applicable EULA, or the Technical Support Agreement shall be deemed a material breach of this Agreement and shall give rise to TUCANA’s right to terminate as set forth in this Section 5.2. The foregoing list of material breaches is a nonexclusive list.

 

5.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason,

(a) You must destroy all copies of the Platform, including any back-up copy

(b) You must uninstall or delete the Platform from the Licensed Server; and

(c) TUCANA may without notice and in its sole discretion terminate, suspend or disable access to the Platform by You or any Third Party User.

 

5.4 Survival. Sections

1 (Definitions),

  1. (Monitoring of Platform),

3 (Intellectual Property Rights),

4 (Payments)

5 (Term and Termination)

6.3 (Disclaimer)

7 (Limitation on Liability)

8 (Indemnification) and

9 (Miscellaneous) shall survive the termination or expiration of this Agreement for any reason.

 

  1. Warranties; Disclaimer.

6.1 Mutual Warranties. Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it here under;

(b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth here under, do not and will not violate any agreement to which it is a party or by which it is otherwise bound;

(c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the use and installation of the Platform and the performance of its obligations under this Agreement.

 

6.2 Limited Warranty. TUCANA warrants that, for a period of ninety days from the date of delivery of the Platform, when used with a hardware and Platform configuration recommended by TUCANA, the Platform will perform in substantial conformance with the documentation supplied with the Platform.

The limited warranty in this Section 6.2 shall not apply (a) if Your version of the Platform is a Beta Version; (b) if the Platform has been altered in any way by a party other than TUCANA; (c) the Platform’s third party components; or (d) if any failure or error arises out of use of the Platform with anything other than a TUCANA recommended hardware and Platform configuration. Any misuse, accident, abuse, modification or misapplication of the Platform will void the limited warranty in this Section 6.2.

 

6.3 Disclaimer. EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE PLATFORM LICENSED HERE UNDER IS PROVIDED “AS IS” AND TUCANA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE PLATFORM, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TUCANA DOES NOT WARRANT THAT THE PLATFORM OR ITS THIRD PARTY COMPONENTS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF THE PLATFORM, ITS THIRD PARTY COMPONENTS, OR ANY DATA ACCESSED THEREFROM IS DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF TUCANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DEFECTS OR DAMAGES.

 

6.3.1 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.

 

6.3.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TUCANA, ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.

 

6.3.3 SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

  1. Limitation of Liability.

7.1 Lost Profits; Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TUCANA WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF TUCANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Indemnification. You shall indemnify, defend and hold harmless TUCANA and its directors, officers, staff, employees agents, and affiliates and their respective successors, heirs and assigns and affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “TUCANA Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the TUCANA Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of Your representations, warranties or obligations under this Agreement; (b) in the event that You sublicense the right to use the Platform to any Third Party Users pursuant to Section 2.2 (Sublicensing), (c) a breach of a Third Party User’s representations, warranties or obligations under any provisions in a Third Party User’s agreement relating to TUCANA or the Platform; and (d) any Claims based upon or arising from any allegation that a Third Party User was harmed due to any termination, suspension or disabling of such user’s access to the PLatform by TUCANA pursuant to the terms and conditions of this Agreement; provided, however, that in any such case TUCANA or its affiliates, as applicable, (x) provide You with prompt notice of any such claim; (y) permit You to assume and control the defence of such action upon Your written notice to TUCANA of Your intention to indemnify; and (z) upon Your written request, and at no expense to TUCANA or its affiliates, provide to You all available information and assistance reasonably necessary for You to defend such claim. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the TUCANA Parties, without TUCANA’s prior written consent, which will not unreasonably be withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by TUCANA or its affiliates in connection with or arising from any such claim.

 

  1. Miscellaneous.

9.1 Force Majeure. No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.

 

9.2 Independent Contractors. It is the intention of the parties that TUCANA and You are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between TUCANA and You.

 

9.3 Choice of Law; Venue; Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the Federal Republic Of Nigeria. The parties irrevocably agree that to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims issues shall be resolved through mediation and if mediation fails , shall resort to Arbitration) which shall hold in Lagos, Nigeria.

 

9.4 Entire Agreement. This Agreement, together with all Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.

 

9.5 Basis of Bargain. Section 6.2 (Limited Warranty), Section 7 (Limitations on Liability; Exclusive Remedies) and Section 8 (Indemnification) are fundamental elements of the basis of the agreement between TUCANA and You and shall inure to the benefit of TUCANA. TUCANA would not be able to provide the Platform on an economic basis without such limitations.

 

9.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceable will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 

9.7 Amendment or Modification. This Agreement is subject to change without prior notice from TUCANA. You shall be deemed to have accepted any changes or modifications by Your continuing use of the Platform. Additionally, this Agreement may not be amended, modified, or supplemented by You in any manner, except by an instrument in writing signed and agreed to by TUCANA.

 

9.8 Assignment. This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.8. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety: (a) by TUCANA in its sole discretion; (b) by You with the prior written consent of TUCANA; and (c) as set forth in Section 2.2 (License Transfers). In addition, TUCANA may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that TUCANA will remain liable and responsible for any performance or obligation so delegated. A party’s permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement. No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9.8, including without limitation by operation of law, is null and void.

 

9.9 Waiver. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

 

9.10 Remedies Cumulative. Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

 

9.11 Third Party Beneficiaries. This can only exist in the situation of resellers.

 

9.12 Notices. All notices or questions relating to this Agreement shall be directed to: TUCANA VIA Client Area. Any failure by You to provide TUCANA with updated contact information will not invalidate the effectiveness of any notice sent by TUCANA to the contact information previously supplied by You.

9.13    INDEMNIFICATION

You agree to defend, indemnify, and hold Tucana harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from or related to your

(i) use of the Site or

(ii) violation of any of these Terms.

 Limitation of Liability

In no event shall Tucana or its affiliates be liable for any direct, indirect, consequential, special, or incidental damages arising out of or related to your use of or inability to use this site or goods or services purchased or obtained through this site, whether in an action under contract, negligence, or any other theory, even if Tucana has been advised of the possibility of such damages.

TUCANA and its affiliates  shall  not be responsible held  for the action, omissions and in actions of end users or reseller and if any breach is detected, Tucana may disable  the end user  or report to appropriate authorities.

 

Miscellaneous

These Terms are governed by and shall be construed in accordance with the laws of the Federal Republic Of Nigeria without giving effect to any principles of conflicts of law. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms are effective unless and until terminated by tucana.ng.

10: Reseller’s Liability:

 

………………………..

 

  1. Services rendered by TUCANA

A Domain Name

B, Cloud Hosting

  1. E-mail Hosting

BY CHECKING THE BOX STATING I AGREE TO THE SERVICE, YOU HEREBY AGREE TO THIS SERVICE PROFESSIONAL AGREEMENT.

You understand that your electronic signature is as legally binding as a handwritten signature.

The End Users Agreement can be modified, altered or changed at any time through a notification to the end user and or reseller. Sruch modification, alteration and changes shall be binding on the parties.