TERMS OF USE AGREEMENT
This Terms of Use Agreement (the “Agreement”) constitutes a legally binding agreement by and between Sameday™, a startup organized under the laws of Nigeria (“Sameday™”) and the user, whether personally or on behalf of an entity (“User”), with regard to access and use of Sameday™’s website: https://sameday.guru (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the User’s use of the Website, and the User is ordered to discontinue use immediately. Thereafter, the relationship between User and Sameday™ shall cease and be of no further force and effect between the parties, except that any obligation of User to pay Sameday™ for services rendered shall remain and continue to be an ongoing obligation owed by User to Sameday™.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Sameday™ and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Sameday™ and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of Nigeria, foreign jurisdictions, and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Sameday™’s express prior written permission. Sameday™ reserves all rights in the Website, Content, and Marks.

2. Ownership of Materials

Notwithstanding Sameday™’s ownership of Submissions, as described in Paragraph 4 (“User Feedback”), all design and original source files created on User’s behalf (“Projects”) belong to User, and User shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Sameday™ to become the owner of a Project, in whole or in part, rather than User, Sameday™ irrevocably and perpetually assigns its entire interest in the Project to User, without limitation. User warrants that any and all materials provided to Sameday™ as examples or as material to be incorporated into a project during the design process are owned by User and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Sameday™ reserves the right to share the User’s design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

3. Third-Party Fonts

In the event that any Project incorporates fonts that are not owned by Sameday™ and require a commercial license in order for User to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Sameday™ will inform User in writing that one or more Third-Party Fonts have been incorporated into the Project and that User will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third-Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for User to identify which licenses are required and who to contact in order to purchase said licenses. So long as Sameday™ has informed User of the incorporation of Third-Party Fonts as described above, User assumes all responsibility for any consequences as a result of a failure by User to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

4. User Representations

By using the Website, User represents and warrants that:
User has the legal capacity and agrees to comply with these Terms of Use;
User is not a minor in the jurisdiction of their domicile;
User will not access the Website through automated or non-human means;
User will not use the Website for any illegal or unauthorized purpose;
User’s use of the Website will not violate any applicable law or regulation.

5. Prohibited Activities

User shall not access or use the Website for any purpose other than that for which the Website is made available to the User. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Sameday™ on behalf of the User. Further, User agrees to refrain from the following:

Make any unauthorized use of the Website;
Retrieve data or content for the purposes of creating or compiling a database or directory;
Circumvent, disable, or otherwise interfere with security-related features on the Website;
Engage in unauthorized framing or linking of the Website;
Trick, defraud or mislead Sameday™ or other users;
Interfere with, disrupt or create an undue burden on the Website or Sameday™’s networks or servers;
Use the Website in an effort to compete with Sameday™;
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;
Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;
Harass, annoy, intimidate or threaten any of Sameday™’s employees, independent contractors or agents providing services through the Website;
Delete the copyright or other rights notice from any Content;
Copy or adapt the Website’s software;
Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;
Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;
Disparage, tarnish or otherwise harm Sameday™;
Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

6. User Feedback

User acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of Sameday™ and Sameday™ is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Sameday™ shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to User under Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the User. User agrees that it has the right to articulate and put forth the Submission and User hereby waives all claims and recourse against Sameday™ for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

7. Management and Oversight

Sameday™ reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Sameday™ further reserves the right to restrict or deny access to the Website or disable the User’s use of the Website. Such decision shall be in the sole discretion of Sameday™, without notice or liability to User. All decisions regarding the management of the Website shall be at the sole discretion of Sameday™ and shall be designed to protect Sameday™’s rights and property.

8. Privacy Policy

By using the Website, User agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States. Access of the Website from other regions of the world may result in the applicability of laws, statutes or regulations differing from those of Nigeria which govern personal data collection, use or disclosure. User’s continued use of the Website and transfer of data to our datacenter in the United States constitutes express consent of User to the transfer and processing of data in both Nigeria and the United States. Sameday™ does not knowingly accept or solicit information from individuals under the age of 18. Upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Sameday™ without parental consent, Sameday™ shall delete that information as soon as reasonably practical.

9. Returns and Refunds

Sameday™ reserves the right to deny refunds based on its own self-discretion and without notice or liability to User. Refund requests are assessed on a case-by-case basis. Should User request a refund during the first month of use, all materials produced by Sameday™ are ownership of the company and are prohibited from being used by the User in any way.

If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period.

Sameday™ reserves the right to take appropriate legal actions against User for breach of this paragraph.

10. Modification

Sameday™ reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Sameday™ reserves the right to modify or discontinue all or part of the Website without notice and without liability to User.

11. Connection Interruptions

Sameday™ does not guarantee or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Sameday™’s control. User agrees that Sameday™ shall not be liable to User for any loss, damage or inconvenience caused by User’s inability to access or use the Website during any interruption in the connection or service.

12. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of Nigeria without regard to conflict of law principles.

13. Litigation

Any legal action of whatever nature shall be brought in the state courts of Lagos, Nigeria or in the Federal High Court of Nigeria, headquartered in Federal Capital Territory, Abuja. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

14. Disclaimer

The Website is provided on an as-is, as-available basis. User agrees that its use of the Website and Services are at User’s sole risk. Sameday™ disclaims all warranties, express or implied, in connection with the Website and User’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Sameday™ makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and Sameday™ assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Sameday™’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Sameday™ does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.

15. Limitations of Liability and Indemnification

Sameday™ and its directors, employees, members, independent contractors or agents shall not be liable to User or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from User’s use of the Website. User agrees to defend, indemnify and hold harmless, Sameday™ and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of User’s representations and warranties set forth herein; (4) User’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Sameday™ reserves the right, at User’s expense, to assume control and defense of any matter for which User shall be required to indemnify Sameday™ hereunder. User agrees to cooperate with the defense of such claims.

16. User Data

User is solely responsible for all data transmitted to or that relates to any activity User has undertaken using the Website. Sameday™ shall have no liability to User for any loss or corruption of any such data and User hereby waives any right of action against Sameday™ from any such loss or corruption.

17. Electronic communications, transactions and signatures

User hereby consents to receive electronic communications from Sameday™ and User agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. User hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Sameday™ or through the Website. User hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

18. Showcasing Design Work

Sameday™ reserves the right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon. User reserves the right to issue an NDA between themselves and Sameday™, which in turn would void the right of Sameday™ to share or discuss User’s work publicly.

19. Miscellaneous

These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the User and Sameday™. Failure of Sameday™ to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between User and Sameday™.

21. Contact Information

For any questions or complaints regarding the Website, please contact Sameday at: [email protected].