Terms and Conditions

1. Introduction and Acceptance of Terms

Welcome to Versity Stock. These Terms and Conditions ("Terms", "Terms and Conditions") govern your use of our website, web application, mobile application, and services (collectively, the "Service") operated by Versity Stock Ltd. ("us", "we", "our", "Versity Stock").

Please read these Terms carefully before using the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Service.

2. Definitions

Throughout these Terms, the following definitions apply:

• "Account" means a unique account created for you to access our Service or parts of our Service.
• "Content" means any information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Service.
• "User", "You", and "Your" refers to the person, company, or organization that has visited or is using the Service.
• "Subscription" means the recurring payment arrangement for continued access to premium features of the Service.
• "Free Trial" means a limited period during which you can access premium features of the Service without charge.
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. Account Registration and User Responsibilities

3.1 Account Creation

When you create an account with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

3.2 Account Security

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

3.3 Account Tiers and User Limits

Certain subscription tiers may limit the number of users who may access the Service. You agree not to exceed the user limits of your subscription tier or share account access credentials. We reserve the right to monitor usage to ensure compliance with these limitations.

4. Service Description and Limitations

4.1 Service Description

Versity Stock provides inventory management, point-of-sale, and related business management tools. The specific features and functionality available to you depend on your subscription tier and may change over time as we develop and improve our Service.

4.2 Service Availability

We strive to ensure that our Service is available 24 hours a day, 7 days a week. However, we do not guarantee that the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service.

4.3 Beta Features

From time to time, we may offer access to features that are in "beta" and not yet released for general availability. Beta features are provided on an "as is" and "as available" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from your account.

5. Payment Terms and Billing

5.1 Subscription Fees

You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The subscription fee will be billed on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on an annual basis.

5.2 Free Trial

We may, at our sole discretion, offer a subscription with a free trial for a limited period of time. You may be required to enter your billing information to sign up for the free trial. If you do enter your billing information when signing up for the free trial, you will not be charged until the free trial has expired.

At the end of the free trial period, unless you canceled your subscription, you will be automatically charged the applicable subscription fee for the subscription you chose.

5.3 Fee Changes

Versity Stock, in its sole discretion and at any time, may modify the subscription fees. Any subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in subscription fees to give you an opportunity to terminate your subscription before such change becomes effective.

Your continued use of the Service after the subscription fee change comes into effect constitutes your agreement to pay the modified subscription fee amount.

5.4 Refunds

Except when required by law, paid subscription fees are non-refundable. No refunds or credits will be offered for partial months of service, downgrade refunds, or refunds for months unused with an active subscription.

5.5 Taxes

Our subscription fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases.

6. Intellectual Property Rights

6.1 Service Content

The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Versity Stock and its licensors. The Service is protected by copyright, trademark, and other laws of both Nigeria and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Versity Stock.

6.2 User Content

You retain any and all of your rights to any Content you submit, post, or display on or through the Service and you are responsible for protecting those rights. By uploading Content to the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your Content in any existing or future media.

You represent and warrant that: (i) the Content is yours or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.

6.3 Feedback

If you provide us with any feedback or suggestions regarding the Service ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary.

7. User Content and Conduct

7.1 Content Guidelines

You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).

You agree not to post, upload, or transmit any Content that:

• Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
• You do not have a right to transmit under any law or under contractual or fiduciary relationships;
• Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• Interferes with or disrupts the Service or servers or networks connected to the Service;
• Contains unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

7.2 Monitoring and Enforcement

We have the right (but not the obligation) to:

• Remove or refuse to post any Content for any or no reason in our sole discretion;
• Take any action with respect to any Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for us;
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service;
• Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.

8. Privacy Policy

Our Privacy Policy, which is incorporated into these Terms by reference, describes how we collect, use, and share your personal information. By using our Service, you agree to the collection, use, and sharing of your information as described in our Privacy Policy.

Please review our Privacy Policy carefully before using our Service. If you do not agree with our Privacy Policy, please do not use our Service.

9. Disclaimers and Warranties

9.1 "As Is" and "As Available"

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

9.2 No Warranties

Versity Stock, its subsidiaries, affiliates, and its licensors do not warrant that:

• The Service will function uninterrupted, secure, or available at any particular time or location;
• Any errors or defects will be corrected;
• The Service is free of viruses or other harmful components;
• The results of using the Service will meet your requirements.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Versity Stock, its affiliates, agents, directors, employees, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service.

To the maximum extent permitted by applicable law, Versity Stock assumes no liability or responsibility for:

• Any errors, mistakes, or inaccuracies of content;
• Personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service;
• Any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
• Any interruption or cessation of transmission to or from the Service;
• Any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party;
• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service;
• The defamatory, offensive, or illegal conduct of any third party.

In no event shall Versity Stock, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to Versity Stock in the twelve (12) month period preceding the event giving rise to the liability, or one hundred dollars ($100), if you have not had any payment obligations to Versity Stock.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Versity Stock has been advised of the possibility of such damage.

11. Indemnification

You agree to defend, indemnify, and hold harmless Versity Stock, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms;
• Your use of the Service, including, but not limited to, your Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms;
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right.

12. Term and Termination

12.1 Term

These Terms shall remain in full force and effect while you use the Service or maintain an account with us.

12.2 Termination by You

You may terminate these Terms at any time by canceling your account and discontinuing use of the Service. You can cancel your account by contacting our customer support team or using the account cancellation feature within the Service, if available.

12.3 Termination by Us

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Service will immediately cease.

12.4 Effects of Termination

Upon termination of your account, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

13. Modifications to Terms or Services

13.1 Modifications to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

13.2 Modifications to the Service

We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Service or any service to which it connects, with or without notice and without liability to you.

14. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of Nigeria, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Any disputes arising out of or relating to these Terms or any use of the Service shall be subject to the exclusive jurisdiction of the courts located within Lagos, Nigeria.

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim against Versity Stock, you agree to try to resolve the dispute informally by contacting us. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or Versity Stock may bring a formal proceeding.

15.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, shall be referred to and finally determined by arbitration in accordance with the Lagos Court of Arbitration Rules.

The tribunal shall consist of one arbitrator. The place of arbitration shall be Anambra State, Nigeria. The language to be used in the arbitral proceedings shall be English. The governing law of these Terms shall be the substantive law of Nigeria.

15.3 Restrictions

You and Versity Stock agree that any arbitration shall be limited to the dispute between Versity Stock and you individually. To the full extent permitted by law:

• No arbitration shall be joined with any other proceeding;
• There is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures;
• There is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

15.4 Exceptions to Arbitration

The following disputes are not subject to the above provisions concerning informal resolution and arbitration:

• Any disputes seeking to enforce or protect, or concerning the validity of, any of your or Versity Stock's intellectual property rights;
• Any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
• Any claim for injunctive relief.

If this provision is found to be illegal or unenforceable, then neither you nor Versity Stock will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable, and such dispute shall be decided by a court of competent jurisdiction within Lagos, Nigeria, and you and Versity Stock agree to submit to the personal jurisdiction of that court.

16. Force Majeure

Versity Stock shall not be liable for any failure to perform its obligations under these Terms where such failure results from any cause beyond Versity Stock's reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation, acts of God, terrorism, pandemic, epidemic, or government restrictions.

17. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

18. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Versity Stock without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

19. Entire Agreement

These Terms constitute the entire agreement between you and Versity Stock regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

20. Electronic Communications

The communications between you and Versity Stock use electronic means, whether you use the Service or send us emails, or whether Versity Stock posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Versity Stock in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Versity Stock provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.

21. Export Control

You may not use, export, import, or transfer the Service except as authorized by Nigerian law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported: (a) into any Nigerian embargoed countries; or (b) to anyone on the Nigerian Treasury Department's list of Specially Designated Nationals or the Nigerian Department of Commerce's Denied Person's List or Entity List.

22. Consumer Rights

If you are a consumer, you may have certain rights that cannot be excluded under applicable law and nothing in these Terms will affect those rights.

23. Data Processing Addendum

If you are a business user processing personal data through our Service, our Data Processing Addendum ("DPA") forms part of these Terms. The DPA sets out the terms that apply when personal data is processed by Versity Stock under the Nigerian Data Protection Regulation (NDPR) and other applicable data protection laws.

24. Contact Information

If you have any questions about these Terms, please contact us:

• By email: legal@versitystock.com
• By phone: +234 810 VERSITY (511-6604)
• By mail: Versity ICT Solutions., 15 Oraeri Street, Onitsha, Anambra State, Nigeria

By using our Service, you acknowledge that you have read and understood these Terms and agree to be bound by them.