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KEYEDIN SERVICE PROVIDERS

TERMS OF SERVICE

The Services

KeyedIn provides a platform for customers and service providers to build communities, find themselves and to transact business directly with each other. Through the use of the App, service providers may be notified of customers seeking the services that they offer, and customers may be notified of service providers offering the services that they seek. We offer you a personalised experience and use the data that we have to make suggestions for you and others in helping you achieve your business goals.

The Terms of Service contained herein governs your use of the App and Services and your engagements on the KeyedIn Community.

THE USER AGREEMENT, THE TERMS OF USE AND ALL OTHER POLICIES REFERENCED HEREIN AND CONTAINED BELOW SHOULD BE READ TOGETHER AS THE ‘TERMS OF SERVICE.’ THEY HIGHLIGHT USER RIGHTS, REMEDIES AND OBLIGATIONS AS WELL AS VARIOUS LIMITATIONS AND EXCLUSIONS.

YOU UNDERSTAND THAT BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING KEYEDIN, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MAY NOT USE KEYEDIN. 

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

KEYEDIN MAY, IN ITS SOLE DISCRETION, AMEND THIS AGREEMENT AND THE OTHER TERMS OF SERVICE AT ANY TIME BY POSTING A REVISED VERSION ON THE APP. KEYEDIN WILL PROVIDE REASONABLE ADVANCE NOTICE OF ANY AMENDMENT THAT INCLUDES A SUBSTANTIAL CHANGE, BY POSTING THE UPDATED TERMS OF SERVICE ON THE APP, PROVIDING NOTICE ON THE APP, AND/OR SENDING YOU NOTICE BY EMAIL.USER AGREEMENT

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and KeyedIn Service Providers (“KeyedIn,” “we,” or “us”).

You agree to use the KeyedIn application and community on the terms contained herein. If you do not accept the terms of service in its entirety, you must not access or use the App or the App services.

Any subsequent revisions to the Terms of Service will take effect on the noted effective date.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Terms of Use, Cookie policy, Privacy Policy and any other agreements and policies that may be added from time to time. These agreements are collectively, with this Agreement, called the “Terms of Service”.

  1. Accounts
    1. Eligibility

You must be a legal entity, or a person aged 18 years or older to open an account on KeyedIn; you must have full capacity to form legally binding contracts within the jurisdiction in which you are conducting business. 

KeyedIn offers the App and services for business purposes, to connect service providers with Customers, not for personal use. To register and to use the services, you represent that:

  • You will use the account for business purposes only.
  • You will comply with any licensing, authorisation, registration requirement or any other requirement with respect to your business or the business for which you are acting.
  • When you act on behalf of an entity or independent business (sole proprietor, partnership or corporation), you are fully authorised to do so. 
  1. Registration 

By registering for an account to use KeyedIn (an “Account”) and by using the App services you agree to abide by the Terms of Service.

You must register an account to use KeyedIn services.

KeyedIn reserves the right to decline a registration or to add an Account of any type (i.e., as a Customer or Service provider), for any lawful reason.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. 

KeyedIn will handle your information in accordance with our Privacy Policy and applicable privacy laws.

  1. Account Profile

Upon registration, you will complete a User profile (“Profile”). You hereby consent that such profile will be shown to other Users and unless you change your privacy settings, it will be available to the public upon a search.

You undertake to provide correct and complete information on your Profile and on all the forms you access on the App and to ensure that such information remains true and up to date at all times. You agree to not provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. We reserve the right to revoke the privileges of the Account or access to or use of the App or App Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

You authorize KeyedIn, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information and documentation about yourself and your business.

  1. Types

You are allowed to open both a Customer account and a Service Provider account. The application settings may permit you to open either using the same username and passwords or require that you create a new username and password. 

  1. Permissions

You agree to not request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, you agree that such person is permitted to act on your behalf and that you will bear full responsibility and liability for their actions, omissions and obligations.

  1. Usernames and password

You are solely and entirely responsible for safeguarding and keeping your username and password confidential. You agree not to share them with any person who is not authorized to use your Account and you authorize KeyedIn to assume that any person using the App with your username and password, is either you or is authorized by you. 

You agree to promptly notify KeyedIn if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. 

You further agree not to use the Account or log in with the username and password of another User of the App if you are not authorized to use both or if the use would violate the Terms of Service.

  1. Relationships 
    1. Relationship with KeyedIn

Through the use of the App, Service Providers may be notified of Customers seeking the services that they offer and Customers may be notified of Service Providers offering the services that they seek, however, KeyedIn does not introduce Service Providers to Customers or Customers to Service Providers. You hereby acknowledge and agree that if you decide to enter into a Service Contract, it is a contract directly between you and the other User and KeyedIn will not be a party to that contract. You agree that you are solely responsible, without limit, for ensuring accuracy, validity and legality of all User content, taking steps to determine the suitability of the other party for a Service Contract, negotiating and executing any terms and conditions of Service Contracts and performing services or paying for requested services.

KeyedIn does not, in any way, guarantee the accuracy of any User information and does not perform any background checks on Users.

You agree that KeyedIn does not supervise, control or direct the performance of any Service Provider and is not in any way responsible for any Project.

You agree not to hold KeyedIn responsible for, the quality, safety, or legality of service provided by Service Providers; the qualifications, background, or identities of Users; the ability of Service Providers to deliver as promised and the ability of Customers to pay for services. 

KeyedIn plays no part in determining what projects Service Providers accept, the prices they charge for them or the working schedule.

KeyedIn will have no obligation or liability under your Service Contracts, KeyedIn will not supervise or direct Projects, impose deadlines or quality standards, or otherwise involve itself with Projects and Service Contracts. Parties are to dictate the terms of services contracted. Service Providers will be paid as agreed with a Customer in a given Service Contract. 

As a Service Provider, you understand and agree that you are not an employee, affiliate or representative of KeyedIn in any way. Hence, KeyedIn will not in any way, provide or guarantee you payment of a regular salary or any payment. KeyedIn will not provide you with training, equipment, labour, premises or materials related to perform your obligations under any Service Contract. You are solely and fully liable for any employee, subcontractor or assignee acting on your behalf.

  1. Contractual relationship between Customers and Service Providers (Service Contracts)

When you enter into a Service Contract with another User, a contractual relationship is created directly between you and them. You have complete discretion as to who you are entering into a Service Contract with and the terms of such contract. You may set forth any written or verbal agreement with another User, provided that they do not conflict with the Terms of Service and the Community Guidelines.

You acknowledge, agree and understand that KeyedIn is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between KeyedIn and any User or a partnership or joint venture between KeyedIn and any User.

Users are responsible for complying with all applicable laws, rules, and regulations including tax liability, insurance requirements and remittance to appropriate authorities.

Nothing in this Agreement is intended to or should be in any way construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between KeyedIn and a User.

Customers are solely responsible for and have complete discretion with regard to selection of any Service Provider, determining how Service Provider should be engaged and engaging them accordingly, in compliance with applicable laws, regulations, and rules.

  1. Dispute among Users

If disputes arise between you and another User, you agree to abide by the dispute process contained in your Service Contract, if any. If that dispute process does not resolve your dispute, you may seek legal redress or other forms of dispute resolution of your own volition. You agree that KeyedIn is not under any responsibility or obligation to intervene in any way in this process. You agree also that KeyedIn shall not at any time be a party to your dispute. 

If a User seeks to obtain an order of a Court of competent jurisdiction which directs KeyedIn to take or refrain from taking any action, such user must notify KeyedIn at least 5 working days in advance of Hearing and must include in such that all amounts to which KeyedIn is entitled would be fully paid and KeyedIn would be reasonably compensated for the cost of services rendered pursuant to the order.

Regardless of the foregoing, Users should report to KeyedIn, the activities of other Users who are in violation of the Terms of Service and Community Guidelines.

  1. Confidential information

Users have an obligation to safeguard and keep confidential all information of other Users that come into their knowledge in the course of transacting business together. Upon written request, the receiving party of Confidential and personal Information will promptly destroy or return them to the disclosing party. Receiving party shall also destroy any and all copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

  1. Fees and Payment Terms

KeyedIn does not charge a fee for the use of the App or its services but there might be optional in-App purchases. Any and all claims for refunds from KeyedIn should be made within 30 days of payment.

KeyedIn does not introduce Customers to Service Providers and does not help Service Providers secure work. While there are no charges for App downloads, KeyedIn charges a commission per transaction carried out through the App. This charge is deducted upon successful completion of the transaction at source before being dispersed to service providers.

  1. Customer payments on Service Contracts

Service Provider will invoice Customer for service charge through KeyedIn, and Customer will pay invoices consistent with Service Contract and Terms of Service. Payment for Service Contracts will be made through third party payment systems on the App. There will be no exchange of cash, or payments outside of the App.

Customers may maintain a wallet system on the App for disbursement of fees to the Service Provider. KeyedIn shall charge no fees for use of this feature.

  1. Non-payment

If the Customer fails to pay the Service Provider fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service, KeyedIn will be entitled to the remedies described herein, in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Customer will be deemed to be in default on the earliest occurrence of any of the following: (a) Customer fails to pay the Service Provider Fees when due; (b) Customer fails to pay a balance that is due or to rectify, within a reasonable period of time after accrual of the charge, a transaction aborted because a credit or debit card is declined or expired; (c) Customer fails to pay an invoice issued to the Customer by KeyedIn within the time period agreed or, if no period is agreed, within 30 days; (d) Customer initiates a chargeback with a bank or other financial institution resulting in a charge made by KeyedIn for Service Provider Fees or such other amount due being reversed to the Customer; or (e) Customer takes other actions or fails to take any action that results in a negative or past-due balance on the Customer’s account.

If Customer is in default, KeyedIn may, without notice, temporarily or permanently close Customer’s Account and revoke Customer’s access, including Customer’s authority to use the App to process any additional payments, enter into Service Contracts, or obtain any additional Service Provider services from other Users through the App. However, Customers will remain responsible for any amounts that accrue on any ongoing transaction at the time a limitation is put on the Customer’s Account as a result of the default. Without prejudice to other available remedies, Customer must pay KeyedIn upon demand for any amounts owed, plus interest on the outstanding amount at the prevailing market rate plus legal fees and other costs of collection to the extent permitted by applicable law.

KeyedIn may make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with them in any investigation or prosecution.

KeyedIn does not guarantee that Customer is able to pay or will pay Service Provider Fees and KeyedIn is not liable for Service Provider fees if Customer is in default. 

Service Providers may use the dispute process as described in the Service Contract in order to recover fees from Customers in the event of a default or may pursue such other remedies against Customer as they choose. If KeyedIn recovers fees from a Customer in default KeyedIn will disburse any portion attributable to Service Provider Fees to the applicable Service Provider to the extent not already paid by Customer or credited by KeyedIn.

  1. Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE APP, THE APP SERVICES, ANY INFORMATION ON THE APP OR THE CONTINUATION OF THE APP. THE APP AND THE APP SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. KEYEDIN MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE APP, THE APP SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEYEDIN DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FIT FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

  1. Limitation of Liability

KeyedIn is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: 

Your use of or your inability to use our App or App Services; delays or disruptions in our App or App Services; viruses or other malicious software obtained by accessing, or linking to our App or App Services; glitches, bugs, errors, or inaccuracies of any kind in our App or App Services; damage to your hardware device from the use of the App or App Services; the content, actions, or inactions of third parties’ use of the App or App Services; a suspension or other action taken with respect to your Account; your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the App; and your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.

IN NO EVENT WILL KEYEDIN, OUR AFFILIATES, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. 

THE LIABILITY OF KEYEDIN, OUR AFFILIATES AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, IF ANY, WILL NOT EXCEED ACTUAL COSTS OR SPECIAL DAMAGES. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

  1. Release

In addition to the recognition that KeyedIn is not a party to any contract between Users, you hereby release KeyedIn, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Service Provider Services provided to Customer by a Service Provider and requests for refunds based upon disputes. 

This release will not apply to a claim that KeyedIn failed to meet our obligations under the Terms of Service.

  1. Indemnification

You will indemnify, defend, and hold harmless KeyedIn, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the App and the App Services by you or your agents, including any payment obligations or default incurred through use of the App Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the App Services; (c) any Service Contract entered into by you or your agents; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, wilful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable legal fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable legal fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  1. Agreement Term and Termination
    1. Termination

Unless both you and KeyedIn expressly agree otherwise in writing, either party may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein.

In the event you properly terminate this Agreement, your right to use the App and App Services is automatically revoked, and your Account will be closed. KeyedIn is not a party to any Service Contract between Users, Consequently, User understands and acknowledges that termination of this Agreement does not terminate or otherwise impact any Service Contract or Project entered into between Users. 

If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct KeyedIn to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the App; (c) KeyedIn will continue to perform those App Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to KeyedIn for any App Services or such other amounts owed under the Terms of Service and to any Service Providers for any Service Provider Services.

Without limiting KeyedIn’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the App or App Services, deny your registration, or permanently revoke your access to the App and refuse to provide any or all App Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or KeyedIn or our Affiliates; may be contrary to the interests of the App or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the App under the same Account or a different Account or reregister under a new Account without KeyedIn’s prior written consent. If you attempt to use the App under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

YOU AGREE AS FOLLOWS: IF KEYEDIN DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, KEYEDIN HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION, TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT KEYEDIN WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

  1. Account Data after Close

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the App and any closure of your Account may involve deletion of any content stored in your Account for which KeyedIn will have no liability whatsoever. KeyedIn, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

  1. Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.

For example, the provisions requiring arbitration, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or KeyedIn from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

  1. Disputes with KeyedIn
    1. Arbitration Agreement

All disputes between you and KeyedIn shall be resolved as quickly and promptly as possible and in accordance with the terms contained herein. 

Before serving a demand for arbitration, you and KeyedIn agree to first notify each other of the Claim. You and KeyedIn must seek informal voluntary resolution within 60 days from the receipt of the notice. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or KeyedIn, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. 

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, KeyedIn, and our Affiliates agree that either party may refer the matter to arbitration. The Party referring the matter shall issue a prior pre-arbitration notice to the other Party stating that negotiation and mediation have failed to resolve the dispute and illustrating facts to support this conclusion, citing the issues which remain unresolved and its intention to refer the matter to arbitration. 

The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act of the Federal Republic of Nigeria (Cap A18 Laws of the Federation of Nigeria, 2004) or any subsequent re-enactments and shall take place in Abuja, Nigeria and the proceedings may be in the English language. Arbitration can also take place in other countries subject to the arbitration laws that guide the country. Upon special contracts to that effect.

The arbitrator’s award shall be final and binding on all parties.

Claims covered by this arbitration provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the App, App Services, the Terms of Service, any Service Contract, any payments or monies you claim are due to you from KeyedIn or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, termination, discrimination, retaliation or harassment and all legal claims arising out of or relating to your relationship with KeyedIn or the termination of that relationship. 

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against KeyedIn on an individual basis in arbitration, as set forth in this Agreement. This will preclude you from bringing any class, collective, or representative action against KeyedIn, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against KeyedIn by someone else.

Notwithstanding the foregoing, where you allege claims of violence, crime, sexual assault or sexual harassment occurring in connection with your use of the Services, you may elect to bring those claims in a court of competent jurisdiction instead of arbitration. KeyedIn agrees to honour your election of forum with respect to your crime, violence, sexual assault or sexual harassment claim but in so doing does not waive the enforceability of this Arbitration clause as to any other provision, controversy, claim or dispute.

  1. Choice of Law

The Terms of Service and any Claim will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.

  1. Miscellaneous 
    1. 10.1.Entire Agreement 

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and KeyedIn relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof.

No modification or amendment to the Terms of Service will be binding upon KeyedIn unless they are agreed in a written instrument signed by a duly authorized representative of KeyedIn or posted on the App by KeyedIn.

You represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or KeyedIn because of the authorship of any provision of the Terms of Service.

  1. 10.2. Waiver 

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 act against all breaches of the Terms of Service.

  1. 10.3. Assignments

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without KeyedIn’s prior written consent in the form of a written instrument signed by a duly authorized representative of KeyedIn. KeyedIn may freely assign this Agreement and the other Terms of Service without User’s consent. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assignees of the parties.

  1. 10.4. Severability

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law or by a Court of competent jurisdiction, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction. The illegality, invalidity, or unenforceability of such provision shall not affect the legality, validity and enforceability of all other provisions.

  1. 10.5.Force majeure

The parties to this Agreement will not be responsible for the failure to perform, or for any delay in performance of any obligation hereunder for a reasonable period due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

  1. 10.6. Consent to use electronic records

In connection with the Terms of Service, you may be entitled to receive, or we may otherwise provide, certain records such as contracts, notices, and communications, in writing. To facilitate your use of the App and the App Services, you give us permission to provide these records to you electronically instead of in paper form.

  1. Definitions

“Customer” means any authorized User using KeyedIn to seek and / or obtain Service Provider Services.

“Confidential Information” means any material or information provided to, or created by a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Service Provider or Customer; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

 “Service Provider” means any authorized User utilizing KeyedIn to advertise or provide Service Provider Services to Customers. A Service Provider is a customer of KeyedIn with respect to use of the App Services.

“Service Provider Fees” means the amount reflected in the invoice, the fixed fee agreed between a Customer and a Service Provider and any bonuses or other payments made by a Customer to a Service Provider.

“Service Provider Services” means all services performed for or delivered to Customers by Service Providers.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under all applicable laws.

“Payment Method” means a valid credit card issued by a bank acceptable to KeyedIn, a bank account linked to your Account, a debit card, or such other method of payment as KeyedIn may accept from time to time in our sole discretion.

“Project” means an engagement for Service Provider Services that a Service Provider provides to a Customer under a Service Contract on the App.

“Service Contract” means the contractual provisions between a Customer and a Service Provider governing the Service Provider Services to be performed by a Service Provider for Customer for a Project. 

“Substantial Change” means a change to the Terms of Service that reduces your rights or increases your responsibilities.

“KeyedIn App” means the online platform accessed using KeyedIn’s downloaded application.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any App Visitor or User post to any part of the App or provide to KeyedIn, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Service Provider agrees to create for, or actually delivers to, Customer as a result of performing the Service Provider Services.

TERMS OF USE

KeyedIn grants you a limited license to access the App and App Services, subject to compliance with the Terms of Use and theTerms of Service as a whole. Such license may be terminated by provision of notice and your access barred, where you are in default or violation.

We try to keep our App and the App Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.

Copyright and Intellectual Property

KeyedIn

KeyedIn shall retain all right, title, and interest in and to all of its Intellectual Property Rights related in and to the App and the App Services. 

Nothing in the Terms of Service grants you a right to use any KeyedIn Intellectual property for your own use.

Users

When you post User Content on the App or through the App Services or provide KeyedIn with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not KeyedIn, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless KeyedIn, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

You retain all ownership rights in any User Content you post on KeyedIn. To the extent permitted by applicable law, you also grant to KeyedIn and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the App and KeyedIn’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the App (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each App Visitor a non-exclusive license to access your User Content through the App and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the App and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

Third Party

Any information or content expressed or made available by a third party or any other App Visitor or User is that of the respective author(s) or distributor(s) and not of KeyedIn. KeyedIn neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the App by anyone other than KeyedIn’s authorized agents acting in their official capacities.

The App may contain links to third-party websites. The App may also contain applications that allow you to access third-party websites via the App. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the App does not imply that we endorse the linked App or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the App is on an “as is” and “as available” basis without any warranty for any purpose.

Acceptable/ Permitted Uses

KeyedIn offers the App and App Services for your business purposes only and not for personal, household, or consumer use. KeyedIn makes the App and App Services available for Users to find one another and enter into service relationships. We do not make any representations or warranties with respect to any information that is posted on the App by us or anyone else. In no event should any content be relied on or construed as legal advice or otherwise. Users should independently verify the accuracy of any content.

Prohibited Uses

You may not use, or encourage, promote, facilitate, instruct or induce others to use, the App or App Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

The following, without limit, are examples of uses that are prohibited on the App or when using the App Services:

  • Seeking, offering, promoting, or endorsing and services, content, or activities that:
    • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature.
    • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website.
    • would violate (a) KeyedIn’s Terms of Service, or (b) the terms of service of another website or any similar contractual obligations.
    • regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in KeyedIn’s sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage; or
    • are harassing toward another person.
  • Fraudulent or misleading uses or content, including:
    • fraudulently billing or attempting to fraudulently bill any Customer,
    • misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own.
    • using a profile photo that misrepresents your identity or represents you as someone else.
    • impersonating any person or entity.
    • falsely stating or implying a relationship with another User.
    • falsely stating or implying a relationship with KeyedIn or with another company with whom you do not have a relationship.
    • allowing another person to use your account, which is misleading to other Users; or
    • falsely stating that one Service Provider will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Service Provider that is unable, unwilling, or unavailable to do the work.
  • Expressing an unlawful or discriminatory preference in a job post or proposal.
  • Breaching confidentiality by posting identifying information concerning another person.
  • Spamming other Users with proposals or invitations, including by making unsolicited contact of Users off the KeyedIn platform, or by posting the same job multiple times so that more than one version remains active at a given time.
  • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment.
  • Requesting or demanding free services, including requesting Service Providers to submit work as part of the proposal process for very little or no money or posting contests in which Service Providers submit work with no or very little pay, and only the winning submission is paid the full amount.
  • Requesting a fee before allowing a User to submit a proposal.
  • Attempting to or manipulating or misusing the feedback system, including by:
    • withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User.
    • attempting to coerce another User by threatening to give negative feedback.
    • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system.
    • providing anything of value to any person (including to a third-party who provides assistance in obtaining feedback) or using any service of any type in order to obtain feedback; or
    • offering services for the sole purpose of obtaining positive feedback of any kind.
  • Duplicating or sharing accounts.
  • Selling, trading, or giving an account to another person without KeyedIn’s consent.
  • Sharing or soliciting means of direct contact with or from another User either directly through messages or by including means of direct contact in a job post, profile, proposal or other User Content prior to entering into a Service Contract with such User, except as expressly allowed for Enterprise Customers;
  • Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on KeyedIn to recruit Service Providers and/or Customers to join an agency or another website or company.
  • Interfering or attempting to interfere with the proper operation of the App or App Services or any activities conducted on the App, including by:
  • Conduct or actions that could jeopardize the integrity of or circumvent the App, App Services or KeyedIn’s proprietary information, including:

We reserve the right, without obligation, to investigate any potential violation of these App Terms of Use and to remove, disable access to, or modify any content on the App. 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 these Terms of Use or the User Agreement.

If you become aware of any violation of these App Terms of Use, you must immediately report it. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these App Terms of Use.