Terms of Service - Subscription Agreement

This Agreement becomes effective on the date the Customer accepts this Agreement.

DEFINITIONS AND INTERPRETATIONS

Definitions

In this Agreement, the following expressions shall, have the meanings ascribed to them below unless the context clearly indicates the contrary:

“Agreement” means this Agreement

“API” means Application Programming Interface, which is a software intermediary that enables technology platforms or applications to communicate with each other.

“Confidential Information” means any confidential, proprietary, or sensitive information, whether tangible or intangible, oral or written belonging to either Party. It also includes any information relating to and or including released or unreleased software or hardware products, the marketing or promotion of products, business plans, practices or policies, and information received from either Party, including trade secrets, source codes, object codes, patents, inventions, firmware, designs, formulas, specifications, financial information and projections, numbers, lists of suppliers and potential suppliers, lists of customers and potential customers, equipment lists, employee lists, management methods, know-how, working methods, manufacturing techniques, operating techniques, and all manuals, documents, reports, spreadsheets, files, market information, computer disks and tapes (whether machine or user readable) and other written or electronic information pertaining thereto.

“Force Majeure” means the occurrence of an extraordinary event or circumstance beyond the control of a Party and which limits the ability of that Party to perform any of its obligations, including but not limited to wars, strikes, riots, lock-outs, fire, explosions, sabotage, civil commotion, acts of terrorism, faults or deficiencies originating from third-party service providers, fault or error of the Platform beyond the control of the company, crimes, legislative enactments or government policies or events described as an act of God (such as, flooding, earthquake, volcanic eruption, epidemic, pandemic, storm, lightning etc.)

“Intellectual Property” means all present and future worldwide patents, trademarks, service marks, trade names, trade secrets, goodwill, registered designs, design rights, database rights, copyrights, inventions, rights in computer software and other forms of intellectual or industrial property and all registrations, applications, renewals, extensions, combinations, divisions or reissues of the foregoing.

COMMENCEMENT AND DURATION

This Agreement shall become effective on the date of the execution of this Agreement by the Party signing last (“Effective Date”) and shall remain in force unless terminated in accordance with the provisions of this Agreement.

OBLIGATIONS OF THE COMPANY

Ensure the correct and prompt execution of each API request made in accordance with the requirements of this agreement.
Grant a non-exclusive and non transferable right to the Client to use the Dojah API ONLY in relation to the Services agreed and for the duration of this Agreement.
Provide appropriate notification to the Client for all scheduled maintenance or downtime and make reasonable efforts to ensure that the service is restored without delay. The Company does not warrant that the platforms of third-party service providers directly necessary for the Services shall be uninterrupted or error free (either due to a downtime or scheduled maintenance). Accordingly, the availability of services applies strictly to the Platform provided by the company with exception to third party hardware, software or connectivity owned by such third-party service providers beyond the company’s control.
Implement safeguards to prevent unauthorized access to, use of, or disclosure of data provided by the Client or any virus or code capable of damaging the Client’s systems.
Provide Support Services to the client as following:
1. Support desk: The primary contact for support requests is [email protected]. Requests will be answered as per the response times detailed below:
2. Support service hours: Support services will be provided from 9am-5pm, Mondays to Fridays
3. Support response times: The client shall receive an acknowledgement response fifteen (15) minutes after receipt of each request. Dojah shall respond promptly to all requests for support services made by the client through the helpdesk as shown below:

Description	Response time
Bugs and fixes	1-3 hours(Dojah shall communicate to the client if the issue cannot be resolved within this timeline)
New feature Requests	Dependent on the request

OBLIGATIONS OF THE CLIENT

Use Dojah API for legal purposes and ONLY in relation to the Services agreed and for the duration of this agreement. The Company shall be entitled to withdraw the client’s access to the service due to breach of this provision and other provisions in this Agreement.
Pre-fund its wallet created on the Dojah platform. The company shall charge on each API call made in accordance with the pricing structure agreed by the parties.
Give accurate information and full explanations of any matter as may be reasonably required for the effective execution of the Services.
Not alter, decompile or reverse engineer Dojah’s services in any way.
Not take any action that jeopardizes Dojah’s proprietary rights or acquire any right in Dojah’s services.
Not own the rights in any copy, translation, modification, adaptation or derivation of Dojah’s Product and services, including any improvement or development thereof unless otherwise agreed on a case-by-case basis.
Ensure that it implements reasonable measures designed to prevent the introduction of malicious code or software into its proprietary software, including firewall protections and regular virus scans.
Keep its login credentials secure and not disclose same to any third-party.
Unconditionally and irrevocably indemnify and keep indemnified DOJAH against all losses, damages, liabilities, claims, suits, fines, charges, expenses, costs (including attorney fees and expenses) whatsoever, which Dojah may incur or suffer or which may be brought against DOJAH by any person as a result of misuse of data by the client.

FEES AND COMMERCIAL TERMS

The parties agree that fees to be paid by the client to Dojah for the services provided shall be the fees as set forth in the Order form and as may be adjusted in accordance with the provisions of this Agreement.
Dojah shall be entitled to adjust the fees:
1. taking into account, any increase in costs by any third party provider;
2. taking into account, the prevailing industry and/or market rates;
3. provided such fees adjustment is communicated in writing to the client by Dojah, prior to implementation and an agreement is reached on the fee adjustment by the parties.
Fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Client is responsible for paying all Taxes associated with its purchases hereunder.

DATA PROTECTION AND PROCESSING

Parties hereby agree to:

Comply with the requirements of all relevant data Protection Laws or any subsequent amendment of same in relation to this agreement.
Ensure the implementation of technical, operational and organizational safeguards to prevent loss, destruction, damage, unauthorized access, use, modification, disclosure, or other misuse of data processed in relation to this agreement.
In the event of any data breach, notify the other party immediately it becomes aware and cooperate with the other party to remedy the breach.

REPRESENTATIONS AND WARRANTIES

The Parties respectively represent and warrant that:

They validly exist under the laws of Nigeria and have all the necessary power, approvals, and authority to enter into this Agreement and have in addition obtained all necessary permits, licenses, authorisations, and consents from the necessary regulatory authorities.
The execution, delivery and performance of this Agreement will not conflict with or breach any other agreement, judgment, injunctions, orders, regulation, or obligation to which they are party to or bound.

INDEPENDENCE OF PARTIES

The terms of this Agreement create an independent contractor status and cannot in any circumstances be interpreted as creating a joint entity or an employer/employee relationship between the Parties. It is understood that the Parties have no authority to bind each other in any matters of any nature or kind whatsoever, save as provided under this Agreement or subject to other mutually agreed agreement in writing.

FORCE MAJEURE

Notwithstanding any provision in this Agreement, neither Party shall be liable for any delay in performing its obligations under this Agreement (other than financial and payment obligations) where such delay is caused by Force Majeure.
If the performance of this Agreement or any obligation under it is prevented, restricted or interfered with by reason of a Force Majeure event, the Party so affected shall promptly notify the other Parties in writing of the existence of the Force Majeure event, the anticipated length of delay, the cause of the delay and a timetable by which any remedial measures will be implemented.
Upon the end of the Force Majeure event, the contractual obligations of the Parties shall be reinstated with such reasonable modifications to take account of the consequences of the Force Majeure.

INTELLECTUAL PROPERTY

All Intellectual Property Rights existing or belonging to a Party prior to this Agreement or created or acquired by it after the Effective Date and intended to be used for the in relation to this agreement, shall remain the sole property of that Party, and the Parties agree not to question nor dispute the ownership of such rights at any time.

CONFIDENTIALITY

Each Party shall:

Not disclose confidential information of the other party to third parties outside the intents and purposes of this Agreement unless such disclosure is required to be disclosed by judicial, governmental or regulatory order or process under any applicable Law; provided that the party required to make the disclosure shall inform the other party in writing as soon as it becomes aware of the requirement to disclose.
Only make use of confidential information of the other party only for lawful purposes and in relation to this Agreement.
Immediately inform the other party in the event that it becomes aware that the other party's confidential information may have been compromised.
Adhere to the terms of confidentiality in this Agreement even after the termination of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the Laws of Delaware.
In events of disputes or differences arising as to the validity, interpretation, effect or rights and obligations of the Parties under this Agreement, the Parties shall use their best endeavor to reach an amicable settlement of the dispute. If any such dispute is not settled between the Parties within thirty (30) Business days, the Parties agree to submit such dispute to the exclusive jurisdiction of Delaware Courts.

TERMINATION

This Agreement shall be terminated:

By a Party giving the other Party fourteen (14) days prior notice in writing of its intention to terminate the Agreement.
Due to a material breach of the terms of this Agreement
If by the reason of withdrawal of any governmental authorization, license or permit either Party is unable to fulfill its obligations herein stated.
Termination of this agreement shall not result to the release of a Party from any indemnity, liability, payment or data protection and confidentiality obligations which existed at the time of termination of the Agreement.

NOTICES

Any notice, approval or request required or permitted to be given or made under this Agreement shall be in writing and in English Language. Such notice, approval or request shall be deemed to be duly given or made when it shall have been delivered by email, or hand delivery to the other Party and marked for the attention of the person set out below or such address, number electronic mail address or person as that Party may notify the other from time to time in accordance with this Clause;

All notices required or permitted under this Agreement must be delivered in writing, if to Dojah, by emailing [email protected] and if to the Customer by emailing the Customer’s Point of Contact email address listed on the Order Form. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

DATA PROCESSING REQUIREMENTS

ROLES AND RESPONSIBILITIES

The Parties

1.1. Each Party shall implement and maintain effective Security Measures that are designed to preserve the security and confidentiality of each Party’s Data and protect its Data from Security Incidents. For Personal Data, such effective Security Measures include pseudonymisation and encryption of Personal Data.

1.2. Each Party shall ensure it implements a process for regularly testing, assessing and evaluating the effectiveness of its Security Measures.

Controller

1.3. Controller will not provide (or cause to be provided) any Sensitive Data to Processor for processing under the Agreement without the express consent of the Data Subject. The Parties understand that Sensitive Data merits specific protection as the context of their processing could create significant risks to the fundamental rights and freedoms of the Data Subject.

1.4. Controller represents and warrants that:

1.4.1. it has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of Personal Data and any processing instructions it issues to Processor; and

1.4.2. it has obtained and will continue to obtain, all consents and rights necessary under Data Protection Laws for Processor to process Personal Data for the purposes described in the Agreement.

1.5. Controller shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Controller acquired Personal Data.

1.6. Controller will ensure that Processor's processing of the Controller's Data following Controller's instructions will not cause Processor to violate any applicable law, regulation, or rule, including, without limitation, Data Protection Laws.

Controller

1.7. Processor shall adopt such measures to ensure a level of security appropriate to the sensitivity of the Data transferred to the Processor. These measures include the pseudonymisation and encryption of personal data.

1.8. Processor shall notify Controller in writing within 48 (forty-eight) hours, unless prohibited from doing so under Data Protection Laws, if it becomes aware or believes that any data processing instruction from Controller violates any Data Protection Law.

1.9. Processor shall ensure it can restore the availability to Personal Data promptly in the event of a Security Incident.

1.10. Processor shall ensure that any person who is authorized by Processor to process Personal Data (including its staff, agents and subcontractors) shall be under a contractual or statutory obligation of confidentiality.

1.11. Processor shall in updating or modifying its Security Measures, ensure that such updates and modifications do not result in the degradation of the Processor’s Security Measures.

1.12. Upon becoming aware of a Security Incident, Processor shall:

Comply with the requirements of all relevant data Protection Laws or any subsequent amendment of same in relation to this agreement.
Ensure the implementation of technical, operational and organizational safeguards to prevent loss, destruction, damage, unauthorized access, use, modification, disclosure, or other misuse of data processed in relation to this agreement.
In the event of any data breach, notify the other party immediately it becomes aware and cooperate with the other party to remedy the breach.

1.13. Processor's notification of or response to a Security Incident under clause 1.12 shall not be construed as an acknowledgement by Processor of any fault or liability concerning the Security Incident.

1.14. Notwithstanding the above, Controller agrees that except as provided in this Agreement, Controller is responsible for protecting the security of Personal Data when in transit to the Processor while the Processor is responsible for protecting the security of Personal Data it receives and transfers to any party including any Sub-Processor.

SUB-PROCESSING

2.1. Controller agrees that the Processor may engage Sub-processors to process Personal Data on Controller's behalf.

2.2. Processor shall notify Controller of any engagement or disengagement of a Sub-processor.

2.3. Processor shall:

2.3.1. enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Controller’s Data as those in this Agreement; and

2.3.2. remain responsible for the Sub-processor’s compliance with the obligations of this Agreement and for the acts or omissions of such Sub-processor that cause the Processor to breach any of its obligations under this Agreement.

INTERNATIONAL TRANSFERS

Controller acknowledges that Processor may transfer and process Personal Data outside of Nigeria where Processor, its Affiliates or its Sub-processors maintain data processing operations. Processor shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Laws.

RETURN OR DELETION OF DATA

Upon termination or expiration of the Agreement, Processor shall (at Controller's election) delete or return to Controller all Personal Data (including copies) in its possession or control, except that this requirement shall not apply to the extent Processor is required by applicable law to retain some or all of the Personal Data, or the Personal Data is archived on back-up systems, which Personal Data Processor shall securely isolate, protect from any further processing and eventually delete in accordance with Processor's deletion policies, except to the extent required by applicable laws.

DATA SUBJECT RIGHTS AND COOPERATION

5.1. Processor shall, taking into account the nature of the processing, provide reasonable additional assistance to Controller to the extent possible to enable Controller to comply with its data protection obligations with respect to a Data Subject’s rights under Data Protection Laws.

5.2. If any request is made by a Data Subject to Processor directly, Processor shall not respond to such communication directly except as appropriate (for example, to direct the Data Subject to contact Controller) without Controller's prior authorisation except as legally required.

5.3. If Processor is required to respond to a request made under clause 5.2, Processor shall promptly notify Controller and provide Controller with a copy of the request unless Processor is legally prohibited from doing so. For the avoidance of doubt, nothing in this Agreement shall restrict or prevent Processor from responding to any Data Subject or data protection authority requests concerning Personal Data for which Processor is a controller.

5.4. If a law enforcement agency sends Processor a demand for Personal Data (for example, through a subpoena or court order), Processor shall attempt to redirect the law enforcement agency to request that Data directly from Controller. As part of this effort, the Processor may provide the Controller's contact information to the law enforcement agency. If compelled to disclose Personal Data to a law enforcement agency, then Processor shall give Controller reasonable notice of the demand to allow Controller to seek a protective order or other appropriate remedies, unless Processor is legally prohibited from doing so.