Terms and Conditions

1. Introduction

These Terms and Conditions govern your use of Clearwox's Business Management Software. By accessing or using the Software, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Software.

2. License to Use the Software

License Grant: We grant you a non-exclusive, non-transferable, revocable license to use the Software in accordance with these Terms.

License Restrictions: You may not distribute, sublicense, lease, rent, modify, or reverse-engineer the Software, or use the Software to create a competing product.

3. User Account Registration and Responsibilities

Account Creation: To use the Software, you must create an account by providing accurate and complete information, including your name, business details, and a valid email address. You are responsible for maintaining the accuracy of this information.

Account Security: You are responsible for maintaining the confidentiality of your account credentials, including your password. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage resulting from your failure to protect your account.

Prohibited Activities: You agree not to:

• Use the Software for any unlawful purpose.
• Attempt to gain unauthorized access to the Software or its related systems or networks.
• Distribute, modify, sublicense, or reverse-engineer the Software.
• Use the Software in a manner that could harm or disrupt the services provided by Clearwox Systems or other users.

4. Use of the Software

Permitted Use: You may use the Software for lawful purposes only, and in a manner consistent with these Terms and any applicable laws and regulations.

Prohibited Uses: You may not use the Software to engage in any illegal or harmful activities, to harass or harm others, or to violate the intellectual property or privacy rights of others.

5. Subscription Plans and Payment

Subscription Plans: The Software is offered under various subscription plans, each with different features and pricing. Details of the subscription plans, including pricing and features, are provided on our website.

Payment Terms: You agree to pay the applicable subscription fees for the plan you select. All fees are billed in advance, and payment must be made using a valid payment method.

Late Payments: If your payment method fails, we may suspend or terminate your access to the Software until payment is received.

Refunds: All fees are non-refundable unless otherwise stated. If you cancel your subscription, you will retain access to the Software until the end of the current billing cycle.

6. Software Updates and Modifications

Updates: We may provide updates, patches, or enhancements to the Software from time to time to improve functionality, security, or user experience. You may request for an update by contacting our Customer Support Team.

Modifications: We reserve the right to modify, suspend, or discontinue any aspect of the Software at any time, with or without notice. We will not be liable to you or any third party for any modifications, suspensions, or discontinuations of the Software.

Service Availability: We strive to ensure that the Software is available at all times but do not guarantee uninterrupted access. We may perform maintenance or updates that temporarily disrupt service.

7. User-Generated Content

Ownership: You retain ownership of all content, data, and information that you upload, store, or otherwise provide through the Software. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, and display your User Content solely for the purpose of providing the Software to you.

Content Restrictions: You agree not to upload, store, or share any User Content that:

• Violates any applicable laws or regulations.
• Infringes on the intellectual property rights of others.
• Contains viruses, malware, or any other harmful code.
• Is defamatory, obscene, or otherwise objectionable.

8. Intellectual Property Rights

Ownership: The Software, including all content, features, and functionality (excluding User Content), is the exclusive property of Clearwox Systems and its licensors. This includes all copyrights, trademarks, patents, and other intellectual property rights.

Trademarks: All trademarks, logos, and service marks displayed within the Software are the property of Clearwox System or third parties. You are not permitted to use these trademarks without prior written consent.

9. Confidentiality

Confidential Information: During your use of the Software, you may have access to confidential information, including but not limited to business processes, software features, and proprietary algorithms. You agree to keep such information confidential and not disclose it to any third party without our prior written consent.

Exceptions: The obligation of confidentiality does not apply to information that:

• Is publicly known or becomes publicly known through no fault of your own.
• Is received from a third party who has the right to disclose it.
• Is independently developed without use of our confidential information.

10. Limitation of Liability

No Warranties: The Software is provided "as is" and "as available," without any warranties of any kind, either express or implied. We do not warrant that the Software will meet your requirements or that it will be uninterrupted, secure, or error-free.

Limitation of Liability: To the maximum extent permitted by law, Clearwox Systems shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising out of or related to your use of the Software.

Maximum Liability: Our total liability to you for any claims arising from your use of the Software is limited to the amount you paid for the Software in the twelve months preceding the claim.

11. Data Protection and Privacy

Compliance: We are committed to protecting your privacy and complying with all applicable data protection laws. Our use of your personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

Data Processing: We may process your personal data for the purposes of providing the Software, improving our services, and communicating with you. You have rights regarding your personal data, including the right to access, correct, and delete your data as described in our Privacy Policy.

12. Indemnification

You agree to indemnify, defend, and hold harmless Clearwox Systems, its affiliates, and its respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees and costs, arising out of or related to:

• Your use of the Software.
• Your breach of this Agreement.
• Your violation of any law or the rights of a third party.

13. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Nigeria/Oyo State, without regard to its conflict of laws principles.

Dispute Resolution: Any disputes arising out of or related to this Agreement or the Software shall be resolved through binding arbitration in Nigeria/Oyo State, or as otherwise mutually agreed upon by the parties. The arbitration shall be conducted in English and in accordance with the rules of the Arbitration Organization.

Jurisdiction: You agree that any legal action or proceeding related to this Agreement or the Software shall be brought exclusively in the courts of Nigeria/Oyo State.

14. Termination

Termination by You: You may terminate your account at any time by contacting us. Upon termination, your right to use the Software will immediately cease, and all licenses granted to you under this Agreement will be revoked.

Termination by Us: We may terminate or suspend your account immediately, without notice, if you breach these Terms, engage in unlawful activities, or if we discontinue the Software.

Effect of Termination: Upon termination, all licenses granted to you under these Terms will cease, and you must immediately stop using the Software. We may also delete any data associated with your account, although we may retain some data as required by law or for legitimate business purposes.

15. Changes to this Agreement

Right to Modify: We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website or within the Software. Your continued use of the Software after any such changes constitutes your acceptance of the new Terms.

Notification of Changes: If we make significant changes to these Terms, we will notify you through the Software or via email.

16. Miscellaneous Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices we provide in connection with the Software, constitute the entire agreement between you and Clearwox Systems regarding your use of the Software. They supersede any prior agreements or understandings, whether written or oral, related to your use of the Software.

Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision of these Terms will be effective only if in writing and signed by a duly authorized representative of Clearwox Systems.

Assignment: You may not assign or transfer this Agreement, or any rights or obligations under it, without our prior written consent. We may assign this Agreement at any time without notice or consent.

17. Contact Information

If you have any questions or concerns about these Terms and Conditions, or if you need to contact us for any reason, please reach out to us at: [email protected] and Address: 2nd floor Navada Plaza, Liberty Road, Ibadan