BY USING THE SERVICES PROVIDED BY NERSAPP, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, DO NOT USE NERSAPP.
Recitals
- NERSAPP Technology is the owner of certain proprietary school management system software known as NERSAPP. ("Software").
- NERSAPP Technology provides access for users to access and use the Software via https://www.nersapp.africa or any regional NERSAPP website applicable to the user.
- Client desires to use the software for client's internal business purposes, including specifically, use by parents, students, educators, managers, and organisation owners in Client's organisation ("Authorized Users") to manage processes and activities in client's organisation, pursuant to the terms and conditions set forth herein.
- NERSAPP Technology is willing to provide access to the software for client's internal business use pursuant to the terms and conditions set forth herein.
- NERSAPP Technology and client acknowledge and agree that this Agreement shall be effective and in force immediately upon the date that client starts using NERSAPP ("Effective Date")
NOW THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:
1. Software Use
NERSAPP Technology grants to Client and Client accepts from NERSAPP Technology, a limited, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the software solely for Client's internal business use. The software shall not be used by Client or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. Client shall use its best efforts to ensure that the Authorized Users use the software in accordance with the terms and conditions of this Agreement. Client acknowledges that its right to use the software will be web-based only pursuant to the terms of this Agreement and the Software will not be installed on any servers or other computer equipment owned or controlled by Client except otherwise permitted by NERSAPP Technology.
The use of the software by Client or any Authorized User pursuant to this Agreement shall be subject to any terms of use, and/or privacy policy available at https://www.nersapp.africaor any other applicable website used to access the software.
2. Intellectual Property Rights
Client acknowledges that all right, title, and interest in and to the software, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the "NERSAPP Technology IP"), is, and at all times shall remain, the sole and exclusive property of NERSAPP Technology. The NERSAPP Technology IP contains trade secrets and proprietary information owned by NERSAPP Technology and is protected by the Nigerian copyright laws (and other laws relating to intellectual property). Except the right to use the Software, as expressly provided herein, this Agreement does not grant to Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Software.
Client shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Software in any form or media or by any means.
The provisions of this paragraph 2 shall survive termination of this Agreement.
3. NERSAPP Fees
NERSAPP is free to sign up and use thus no subscription fee is required. However Client shall pay for the amount required for the optional In-app services, module or feature if client choose to use them.
4. Training and Management Services
NERSAPP Technology via the NERSAPP website has provided text and video documentation for users, on how to use NERSAPP. NERSAPP Technology has also provided chat and email support to help resolve client issues with using NERSAPP. However, where client lacks the technical know-how or personnel to use the mentioned resources to train client's personnel or to manage client's NERSAPP account, client may hire a NERSAPP Technical partner (NERSAPP Partner) for such services.
If requested by client, NERSAPP Technology will recommend a competent NERSAPP partner who can carry out technical service such as setup and configurations, training and management service for the client. Client is to interview and choose a NERSAPP Partner as well as negotiate and agree to the NERSAPP Partners service(s) fees and terms of service delivery, directly with the NERSAPP Partner. Client is to pay the NERSAPP Partner directly for the NERSAPP Partners service(s) or through NERSAPP Technology.
NERSAPP Technology is NOT liable for the NERSAPP Partner or the NERSAPP Partners performance of the NERSAPP Partners service(s) to client.
5. Accessibility/Performance
NERSAPP Technology shall use commercially reasonable efforts to make the services available on a 24x7 basis (twenty-four hours per day, seven days per week) during the Term, except for:
- scheduled system back-up or other on-going maintenance as required and scheduled in advance by NERSAPP Technology, or
- for any unforeseen cause beyond NERSAPP Technology's reasonable control, including but not limited to internet service or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement. NERSAPP Technology will monitor performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of its hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the Software.
6. Maintenance and Support
NERSAPP Technology shall maintain the Software and/or Services and provide all patches and fixes to the Software and/or Services at no additional cost. Provided, however, said maintenance shall not include any major releases of new versions of the Software, additional functionality, or custom programming, which NERSAPP Technology, at its discretion, may provide at an additional cost as otherwise agreed between the parties.
7. Term
The Term of this Agreement shall commence on the Effective Date and shall continue until client terminates its NERSAPP Account. Upon termination of this Agreement for any reason, all rights granted to Client shall immediately terminate, and the Client shall cease using the Services and shall prohibit Authorized Users from using the Services.
NERSAPP Technology may dispose of any of client data in its possession unless NERSAPP Technology receives, no later than six (6) months after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the client data. NERSAPP Technology shall use reasonable commercial endeavors to deliver the data to the clients within 30 days of its receipt of such a written request.
8. Confidentiality
In addition to, and in no way limiting the requirements relating to the NERSAPP Technology IP as set forth in Section 2 of this Agreement, client shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Software, the Services, NERSAPP Technology's financial, professional and/or other business affairs, and this Agreement ("Confidential Information").
Client shall not disclose or publicize the Confidential Information without the NERSAPP Technology's prior written consent.
Client shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
The terms of confidentiality and non-disclosure contained herein shall survive the termination of this Agreement.
The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Client; (ii) already known to the Client prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.
NERSAPP Technology will keep confidential and not disclose the clients Confidential Information to any person save as expressly permitted by the Clause 8. NERSAPP Technology will protect the clients Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and deploy and maintain the security systems and technologies in relation to the client Confidential Information held on the Platform.
9. Limited Warranty
NERSAPP Technology warrants that it has the power and authority to grant the use of NERSAPP granted to client hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND NERSAPP TECHNOLOGY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Remedy and Liability. Client represents that it accepts sole and complete responsibility for:
- the selection of the Services to achieve client's intended results;
- use of the Services;
- the results obtained from Services; and
- the terms of any contracts between client and Authorized Users.
NERSAPP Technology does not warrant that the client's use of the Services will be uninterrupted or error-free. Client shall not assert any claims against NERSAPP Technology based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and client shall defend NERSAPP Technology from any demand or claim, and indemnify and hold NERSAPP Technology harmless from any and all losses, costs, expenses, or damages, including reasonable attorneys' fees, directly or indirectly resulting from client's use of the Services, an Authorized User's use of the Services, and/or any agreement between the client and an Authorize User based on or in any way related to the Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NERSAPP TECHNOLOGY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NERSAPP TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In any event, under no circumstances shall NERSAPP Technology be liable for any loss, costs, expenses, or damages to client in an amount exceeding the Fee actually paid to NERSAPP Technology by client for the previous twelve (12) months.
10. Miscellaneous
Notice and Demands. Notice, demand, or other communication mandated to be given by this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by registered email. Unless NERSAPP Technology is otherwise notified in writing, the client's email address for notice purposes shall be client's address provided as part of client's signup information.
Governing Law; Forum Selection. This Agreement shall be governed exclusively by the laws of Nigeria, without regard to its conflicts of laws principles.
Compliance with Laws. Client shall use the Services in accordance with any and all applicable local, state, and federal laws.
Headings. The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof.
Severability. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect.
No Waiver. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.
Assignment. Client shall not assign or transfer this Agreement.
No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
Force Majeure. NERSAPP Technology will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the NERSAPP Technology's reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or transport or telecommunications network.
Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services, and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of this Agreement will be binding unless reduced to a writing signed by duly authorized representatives of the parties and such writing makes specific reference to this Agreement and its intention as an amendment hereto.
BY USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT SHALL BE SUPERIOR TO, AND SUPERCEDE ANY CONFLICTING OR INCONSISTENT TERMS CONTAINED IN ANY PURCHASE ORDERS, OTHER DOCUMENTS PROVIDED TO THE COMPANY BY YOU, OTHER DOCUMENTS PROVIDED TO YOU BY THE COMPANY, OR AGREEMENTS PREVIOUSLY ENTERED INTO BY THE PARTIES. IF YOU DO NOT AGREE TO THE TERM OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
