Civily Terms of Service

1. Scope of Services.

• 1. Squairr Product. Civily provides a software-as-a-service permissioning product (the “Squairr Product”) directly to our public sector clients (“Clients”) to enable them to serve and perform their own governmental and business functions. As such, most of the Personal Information we collect and store is in connection with the software and services we provide to our Clients pursuant to our contractual arrangements with them. In these cases, Civily is acting as a “data custodian”.
• 2. Service. The “Service” we provide to you, the Customer Property User includes: (1) Civily’s website (located at https://www.civily.africa) and Squairr app (located at https://squairr.com) (together, the “Site”) and iOS and Android apps (the “Apps”) as may be updated, relocated, or otherwise modified from time to time; (2) all content on the Site and Apps and all intellectual property rights arising out of or related to the foregoing.
• 3. License. Subject to your compliance with these Terms, Civily hereby grants you a non-exclusive, revocable, non-transferable license to access the Site, to download a copy of the Apps, in each case, solely for your personal use or for internal business purposes.

2. Civily’s Role and Your Risks.

3. No Fiduciary Relationship.

4. Accounts; Registration; Restrictions.

• 1. Account Registration. To access most features of the Service, you must register for an account. You must complete the registration process by providing us with current, complete, and accurate information, as poppinsed by the applicable registration process. Without limiting anything contained in the Privacy Policy, Civily may use account registration information to determine if a Customer Property User is, or you are, listed on any list of specially designated nationals and blocked persons or otherwise sanctioned by any governmental
• 2. Accuracy of Information. You represent and warrant that all information you provide to us is current, complete, and accurate. You acknowledge that if you provide any information to us that is not current, complete, or accurate, Civily may terminate these Terms and your continued access and use of the Service. You agree to update your information if it is no longer current, complete, and accurate.
• 3. Closing your Account. You may close your account at any time and without cost, but you will remain liable for any outstanding purchases as well as any fees or other charges incurred in connection with your account. Civily will not issue refunds for amounts previously incurred through our Service once you close your account. You can close your account by emailing hello@civily.africa.
• 4. Eligibility. You represent and warrant that: (1) you are at least 13 years of age; (2) you have not been previously suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with all applicable laws. Civily provides the Service from the Federal Republic of Nigeria. If you are using the Service from outside the Federal Republic of Nigeria, the Service may not be appropriate or permitted under applicable law. It is your responsibility to use the Service in accordance with all applicable law in any jurisdiction that applies to you.
• 5. Credentials. As part of the registration process, you might be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Civily immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at hello@civily.africa.You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. Civily will not be liable for any loss that you incur as a result of someone else using your login credentials or account. We reserve the right to take any action that we deem necessary to ensure the security of your account, including without limitation changing your password, terminating your account, or requesting additional information to authorize actions on your account.
• 6. Your Responsibilities. You may use the Service solely for lawful purposes, and you may not (and you may not allow or assist any third party to):
  • 1. use, copy, modify, create derivative works, install, transfer, or distribute the Service, except as specifically described in these Terms and any usage limitations communicated to you;
  • 2. rent, lease, or otherwise permit third parties to use the Service, or reformat, mirror, or frame any portion of the Service;
  • 3. circumvent or disable any security features of the Service, or probe, scan, or test the vulnerability of the System;
  • 4. gain unauthorized access to the Service, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
  • 5. use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Service;
  • 6. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Service or its contents;
  • 7. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service (except to the extent this restriction is prohibited by applicable law);
  • 8. restrict, discourage, or inhibit any other User from using the Service;
  • 9. disclose personal information about a third party or another User on the Service or obtained from the Service without the consent of such third party or User, or solicit, harvest, or collect information about other Squairr Users without their consent;
  • 10. violate any applicable international, federal, state, provincial, or local laws or regulations;
  • 11. use the Service in violation of Civily’s or any third party’s intellectual property or other rights;
  • 12. express or imply that any statements you make are endorsed by Civily, without our prior written consent in each instance; or
  • 13. use or access the Service to build a competing service.

5. Fees.

• 1. Fees. Certain features within the Service may require you to pay fees, including fees related to transactions you engage in via Govly. All prices are in Nigerian. Naira unless otherwise indicated.
• 2. Third-Party Services Fees. When you use the Service, some fees may be required to use the functionality provided by Third-Party Services (“Third-Party Services Fees”). It is your responsibility to pay such Third-Party Services Fees. Third-Party Services Fees are determined by the Third-Party Services providers, and may be subject to change at any time.
• 3. Payment Processing. Payment processing services for Civily may be provided by our third-party payment processors, which may include Kuda MFB, Paystack Inc. (“Paystack or Kuda”). Paystack / Kuda uses your debit / credit card to make payments. The processing of debit / credit card charges or credits, as applicable, relating to your use of the Service will be subject to the Paystack’s / Kuda;s Connected Account Agreement, which includes the Paystack or Kuda Terms of Service (collectively, the “Paystack or Kuda Services Agreement”). You hereby agree to be bound by the Paystack or Kuda Services Agreement, which may be modified by Paystack or Kuda from time to time as set forth therein. As a condition of Civily enabling payment processing services through Paystack or Kuda, you agree to provide Civily with current, accurate, and complete information about you and your payment methods (billing address, credit / debit card number, expiration date, etc.) and you authorize Civily to share it and transaction information related to your use of the payment processing services provided by Civily.

6. Content Submitted to the Service.

• 1. User Content. Certain features of the Service may permit Users to upload content to the Service (“User Content”). You own any User Content you provide. Except as expressly described in these Terms, no ownership rights in the User Content are transferred to Civily by these Terms.
• 2. License to Civily. By sending us User Content or by uploading it to the Service, you grant Civily and its designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publish, publicly display, and use such User Content in any media now known or hereafter developed, to provide the Service to you and other Users and to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you.
• 3. Responsibility for User Content. You are solely responsible for your User Content and the consequences of uploading it to the Service. None of the User Content will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Content. Civily may (but is not obligated to) remove or alter any User Content at any time for any reason. We neither endorse nor are responsible for any User Content. You hereby waive any legal or equitable right or remedy you may have against Civily with respect to User Content.

7. Third-Party Services.

8. Ownership.

• 1. Civily IP. The Govly Service, including any content, modifications, and updates, and all intellectual property rights therein (collectively, “Civily IP”), is owned by Civily and its licensors. No ownership rights in the Civily IP are transferred to you by these Terms. You do not have any rights in or to the Civily IP except for the limited express rights granted in these Terms.
• 2. Trademarks. You acknowledge that Civily has acquired, and is the owner of, common law or registered trademark rights in the name and word mark “Civily” and in the other marks and design marks displayed on the Service. You acknowledge that these names and marks are famous and internationally known. You will not challenge the validity of, or Civily’s ownership of, the foregoing names or marks, and you waive any rights you may have to do so. You may not use our names or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing names and marks by you will insure exclusively to Civily’s benefit.
• 3. Feedback. If you give Civily feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign to Civily all right, title, and interest in and to the Feedback, and Civily is free to use the Feedback without payment, attribution, or restriction.

9. Confidentiality.

10. Data

• 1. Usage Data. Civily may collect and analyze data relating to your use of the Service that is aggregated and/or de-identified in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). Civily may analyze, process, collect, and use Usage Data for any purpose, including for improving the Service and developing new products, services, features, and functionality.
• 2. Special Notice for International Use. Recognizing the global nature of the Internet, you agree to comply with all applicable laws regarding the transmission of data exported from the Federal Republic of Nigeria or the country in which you reside. If you are using the Service from the European Union or other regions with laws governing data collection and use, then you agree to the transfer and processing of your information to and in the Federal Republic of Nigeria. By providing your information to us, you consent to any transfer and processing in accordance with our Privacy Policy at https://squairr/privacy-policy/.

11. Consent to Electronic Communications.

• 1. Administrative Communications. By using the Service, you agree that we may communicate with you electronically regarding registration, security, privacy, and administrative issues relating to your use of the Service.
• 2. Consent. You consent to receiving our email newsletter and other marketing-related emails from us. If you wish to remove yourself from our email list for such marketing-related emails, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line.
• 3. SMS Messaging. By creating an account, you agree that Civily may send you transactional and promotional text (SMS) messages in connection with your use of the Service. You may opt out of receiving text (SMS) messages through the Service at any time by responding “STOP” or emailing hello@civily.africa. Opting out of receiving text (SMS) messages may impact and limit your use of the Service. Please be aware that your cellular carrier may charge fees in connection with your use of the Service. You are responsible for any mobile charges that you may incur in connection with using the Service, including data charges. If you are not sure what those charges may be, you should ask your carrier before using the Service. Civily is not responsible or liable for any fees, costs, or overage charges associated with any data charges or data plan.

12. Term and Termination.

• 1. Term. The term of these Terms will commence on the date on which you first access or use the Service and will continue as long as you continue until terminated.
• 2. Termination. If you breach (or if Civily suspects you have breached) these Terms, Civily may, in its sole discretion, terminate these Terms and your User account and/or limit, suspend, or terminate your access to the Apps or Service, with or without notice. You may terminate these Terms by contacting us at hello@civily.africa.
• 3. Effect of Termination. Upon termination of these Terms, you remain obligated to pay any outstanding fees relating to your use of the Service that were incurred prior to termination. The following Sections of these Terms will survive termination of these Terms: 1-4, 6-10, 12.C, and 13-23. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms.
• Deactivation. Civily may, without notice to you: (1) restrict, deactivate, or terminate your access to the Service (or any portion); or (2) terminate or modify the Service (or any portion). Civily will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.

13. Representations and Warranties; Disclaimer.

• 1. User Content. You represent and warrant that: (1) you are the creator and owner of any User Content you provide or otherwise have sufficient rights and authority to grant the rights granted to Civily in these Terms; (2) Civily’s use of your User Content in accordance with these Terms will not infringe, violate, or misappropriate any third-party right, including any intellectual property right, proprietary right, or privacy right; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content does not contain any confidential information of any third party.
• 2. DISCLAIMER. CIVILY MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, THIRD-PARTY SERVICES, CUSTOMER PROPERTY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CIVILY DOES NOT WARRANT THAT THE SERVICE, THIRD-PARTY SERVICES, OR CUSTOMER PROPERTY WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICE, THIRD-PARTY SERVICES, OR CUSTOMER PROPERTY WILL BE UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO ANY VERIFICATION SERVICES, THE RESULTS OF SUCH SERVICES REPRESENT A COMPARISON OF CERTAIN DATA SOURCES THAT CIVILY DOES NOT CONTROL OR MAINTAIN, AND, AS SUCH, CIVILY DOES NOT GUARANTEE THAT THE RESULTS OF SUCH SERVICES ARE WITHOUT DEFECT OR ERROR, AND YOU AGREE AND ACKNOWLEDGE THAT SUCH RESULTS ONLY INDICATE THE OUTCOME OF SUCH COMPARISON AND ARE NOT, AND SHOULD NEVER BE UNDERSTOOD AS, A STATEMENT OF FACT ABOUT YOU.

14. Indemnification

• 1. Defense. At Civily’s option and request, you will defend Civily, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Civily Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on: (1) your breach of any representation, warranty, or covenant in these Terms; (2) your violation of applicable law or any third-party intellectual property, proprietary, or privacy right; (3) any dispute between you and any third party; or (4) your use of the Service in a manner not authorized under these Terms (each, a “Claim”). If Civily requests you to defend a Civily Party from any Claim, Civily will: (a) give you poppins written notice of the Claim; (b) grant you full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a Civily Party without Civily’s prior written consent. Civily may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
• 2. Indemnification. You will indemnify the Civily Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a Civily Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a Civily Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.

15. Limitation of Liability.

• 1. EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CIVILY NOR ANY CIVILY PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF CIVILY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. CIVILY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF YOUR RECEIPT OR PROVISION OF ANY THIRD-PARTY SERVICES.
• 2. DAMAGES CAP. CIVILY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO CIVILY DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $100.
• 3. BASIS OF THE BARGAIN. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Arbitration

• 1. Generally. If you are not a resident of the Federal Republic, this Section 16 (Dispute Resolution and Arbitration) will only apply to you to the extent applicable law in your country of residence permits. In the interest of resolving disputes between you and Civily in the most expedient and cost-effective manner, you and Civily agree that any dispute arising out of or related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CIVILY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THIS SECTION 16 WILL APPLY TO YOU AND CIVILY UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 16.J (OPT OUT). Whether to agree to arbitration is an important decision. It is your decision to make, and you should not rely solely on the information provided in these Terms, as they are not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
• 2. Arbitrator. Any arbitration between you and Civily will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
• 3.Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Civily’s email address for Notice is hello@civily.africa. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to Civily, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or Civily may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Civily must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Civily will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Civily in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.
• 4. Confidentiality. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by applicable law and to the extent not already in the public domain.
• 5. No Class Actions. YOU AND CIVILY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Civily agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
• 6. Modifications to this Arbitration Provision. If Civily makes any future change to this arbitration provision, other than a change to Civily’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Civily’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Civily. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.
• 7. Enforceability. If Section 16.E (No Class Actions) is found to be unenforceable or if the entirety of this Section 16 (Arbitration) is found to be unenforceable, then the entirety of this Section 16 will be null and void and the exclusive jurisdiction and venue described in Section 19.B (Governing Law) will govern any action arising out of or related to these Terms or your use of the Service.
• 8. Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 16 (Arbitration), you may opt out by notifying Civily in writing of your decision by sending, within 30 days after the effective date of these Terms, an email to hello@civily.africa, stating clearly your full name, address, and intent to opt out of this Section 16. Should you choose not to opt out within the 30-day period, you and Civily will be bound by the terms of this Section 16. You have the right to consult with counsel of your choice concerning your right to opt out of this Section 16, and you understand that you will not be subject to retaliation if you exercise your right to opt out.

17 .Cooperation with Authorities.

18. Protected Activity Not Prohibited.

• 1. Compliance with Applicable Law. You will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising your rights or performing your obligations under these Terms. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL LAWS OR REGULATIONS. CIVILY ASSUMES NO RESPONSIBILITY FOR COMPLIANCE WITH ANY LAWS OR REGULATIONS REGARDING CUSTOMER’S PROPERTY OR SERVICES OR YOUR USE OF THE GOVLY OR SERVICES IN CONNECTION WITH CUSTOMER PROPERTY OR SERVICES, OR ANY RELATED ACTIVITIES. WITHOUT LIMITING THE FOREGOING, CIVILY IS NOT RESPONSIBLE FOR, AND WILL NOT PROVIDE CUSTOMER WITH ANY ADVICE, COUNSEL, OR RECOMMENDATION PERTAINING TO LEGAL COMPLIANCE, OR YOUR USE OF GOVLY IN CONNECTION WITH CUSTOMER PROPERTY OR SERVICES, AND CIVILY HEREBY EXPLICITLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT USE OF ANY VERIFICATION RESULTS WILL MEET CUSTOMER’S LEGAL OBLIGATIONS. YOU IRREVOCABLY WAIVE ANY CLAIM AGAINST CIVILY (UNDER THIS AGREEMENT, AT LAW, OR IN EQUITY) WITH RESPECT TO YOUR USE OF GOVLY.

19. Miscellaneous.

• 1. Subcontractors. Civily may use subcontractors or other third parties to perform its obligations under these Terms, but Civily will remain responsible for all such obligations.
• 2. Governing Law. These Terms are governed by the Nigerian law without reference to its conflict of laws principles. The parties submit to the jurisdiction of those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
• 3. Injunctive Relief. If you breach Sections 4 (Accounts; Registration; Restrictions), 8 (Ownership), or 9 (Confidentiality), Civily may suffer irreparable harm, and monetary damages may be inadequate to compensate Civily. Accordingly, Civily may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
• 4. Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
• 5. Assignment. You may not assign these Terms or delegate your performance without Civily’s prior written consent, and any attempt to do so is void. Civily may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
• 6. Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
• 7. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
• 8. Entire Agreement. These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.
• 9. Nature of Rights. The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.
• 10. Relationship. Neither Civily’s provision of the Apps to you, nor your access to and use of the Service, creates any direct business relationship between you and Civily. You acknowledge and agree that these Terms are not an employment agreement, nor does it create an employment or contractor relationship, between you and Civily; and no joint venture, partnership, or agency relationship exists between you and Civily. As a User, YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF CIVILY. YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF CIVILY, INCLUDING BY INAPPROPRIATELY USING ANY CIVILY IP.
• 11. No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms, except as described in Section 21 (Notice Regarding Apple).
• 12. Notices. All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by Nigerian. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section 19.L. All notices to Civily will be sent to: Civily Technologies, Ltd. 371 Borno Way, Spencer Street, Alagomeji Yaba, Lagos, Nigeria Email: hello@civily.africa Attn: Legal
• 13. Force Majeure. Civily will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Civily’s reasonable control (a “Force Majeure Event”), so long as Civily uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Civily to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.
• 14. Interpretation. If Civily provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
• 15. Time Limit on Claims. You agree that any claim you may have arising out of or related to your use of Gvoly or Service or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.lifornia 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

20. Contact Us.