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Acceptance of TERMS and CONDITIONS of using Ndyou
Ndyou provides its web services subject to certain TERMS and CONDITIONS, including those set out below. BY USING AND/OR VISITING THIS WEBSITE (collectively, including all content available through the ndyou.com domain name, hereinafter as "Website"), YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS AND CONDITIONS (the "Terms of Service") AND THE TERMS AND CONDITIONS OF Ndyou's PRIVACY NOTICE, WHICH ARE PUBLICLY POSTED AT http://ndyou.com/privacy.html, OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. All such terms and conditions may be revised by Ndyou from time to time, with or without notice, with notice, if any, of such revisions to be posted on the Ndyou Website. Use of our services constitutes your acceptance of these terms. If you do not agree to any of these terms, you must exit ndyou.com immediately.
Ndyou web services
These Terms of Service apply to all users of the Ndyou Website, including users who are contributors of video content, information, and/or other materials or services on the Website. Ndyou provides numerous resources, including but not limited to, events, forums, communications tools, and/or other services. These features, and any additional features adopted by Ndyou (collectively, the "Service") are subject to these Terms of Service. You understand and agree that the Ndyou Services are provided "AS-IS" and that Ndyou does not assume any responsibility for the content of any of these communications, or the deletion or failure to display or store any user contribution and/or communication. You understand and agree that the Ndyou Website may contain links to third party websites that are not owned or controlled by Ndyou. In such cases, Ndyou assumes no control over and no responsibility for the content, privacy policies, or practices of any third party website or service.
Registration on Ndyou
To be considered for authorized use of this Website, you (the "User") agree to: (i) provide only true, accurate, current, and complete information (the "Data") about yourself as prompted by the Service's registration form; and (ii) maintain and promptly update this Data to keep it true, accurate, current and complete. If you provide any Data that is untrue, inaccurate, not current, or incomplete, or if Ndyou has reasonable grounds to suspect that such Data is untrue, inaccurate, not current, or incomplete, Ndyou has the right to suspend or terminate your User account and to refuse any and all current or future use of the Service, or any portion thereof.
Website use
a. Upon approval of your registration for access and use, Ndyou hereby grants you permission to use the Website as set forth in these Terms of Service, provided that: (i) use of the Website is solely permitted for your own personal, noncommercial, access and use; and (ii) you will not copy, distribute, or exploit any part of the Website in any way without Ndyou's prior written authorization; and (iii) you will not cause to alter, modify, or amend any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will comply with the terms and conditions of these Terms of Service, as well as any other established Ndyou governing policy.
Ndyou members conduct
You understand and agree that all data, graphics, information, messages, music, photographs, software, text, video, or other materials, in whole or in part (the "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person or user from which such Content originated. You, the User, are solely responsible for any and all Content that you may email, make available, post, upload, or otherwise transmit via the Service. Ndyou does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by accessing and using the Service, you may be exposed to Content that is indecent, objectionable, and/or offensive. Under no circumstances will Ndyou be liable for, in any way, any Content, including but not limited to, any errors or omissions in any Content, or for any loss or damage, of any kind, incurred as a result of the use of any Content emailed, made available, posted, uploaded, or otherwise transmitted via the Service.
You understand and agree that, in the sole discretion of Ndyou, your access and use of Ndyou's Website and Services may be terminated, in whole or in part. Ndyou may alter, discard, or remove any Content or Data originating from your User account, for any reason, including but not limited to, (i) for lack of use; (ii) if Ndyou believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. Ndyou may, in its sole discretion and at any time, discontinue providing Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice. You acknowledge and agree that Ndyou may deactivate, delete, or suspend access to your account and all related information and files in your account and/or prevent further access to such files or to the Service. You agree that Ndyou shall not be liable to you or any third party for any termination of your account and/or access to the Ndyou Services.
a. UNDER THE AGE OF THIRTEEN (13): Under no circumstances, even with legal parental or guardian consent, shall any person under the age of thirteen (13) be permitted to access and use the Ndyou Services and/or Website. If you are under the age of thirteen (13) then you must exit this Website immediately as the Ndyou Website is not intended for children under the age of thirteen (13).
b. UNDER THE AGE OF EIGHTEEN (18): You affirm that you are at least thirteen (13) years of age and do possess legal parental or guardian consent, and are fully able and competent to enter into the affirmations, conditions, obligations, representations, terms, and warranties set forth in this Terms of Service, and to abide by and comply with this Terms of Service.
a. Ndyou permits the submission of videos, graphics, photographs, or other such communications or Content to be submitted (the "User Submissions") by Ndyou users only. You understand and agree that whether or not such User Submissions are published, Ndyou does not guarantee any confidentiality with respect to any such submissions.
b. Ndyou does not claim ownership of User Submissions, in any format, including but not limited to, audio, feedback, images, photographs, suggestions, text, or video as posted, uploaded, or submitted to the Website or its associated Services for review by the general public, or by members of any public or private community. However, by posting, uploading, and/or submitting, in any format, your User Submission, you are granting Ndyou, and its affiliated companies and sub-licensees, permission to use your User Submission in connection with the operation of the Service, including but not limited to, the irrevocable, non-exclusive, perpetual, royalty-free, transferable, worldwide, fully sub-licensable right and license to: (i) copy, distribute, edit, publicly display, publicly perform, reformat, reproduce, and translate your User Submission; (ii) to publish your name or other identifying assignment in connection with your User Submission; and (iii) the right to sublicense such rights to any third party associated with Ndyou and its designees.
You also warrant that each person or image depicted or recorded in any User Submission as provided by you has provided consent to the use of the User Submission content as set forth in these Terms of Service, including, by way of example and not as a limitation, the distribution, public display, and reproduction of such User Submission; or that their consent is not required by law for the uses described herein. You understand that no compensation will be paid to you, the User who has provided the User Submission, with respect to the use of your User Submission, as provided herein. Ndyou is under no obligation to post or use any User Submission as provided by users or any other party. By posting a User Submission, you, the User, warrant and represent that you own or otherwise control all of the right to your User Submission as described in this Terms of Service, including but not limited to, all rights necessary for you to input, post, provide, or submit the User Submission, or that you have license to such rights, or that such rights are covered and protected by fair use.
c. You warrant and represent that you are aware of the consequences of posting or publishing content of which you do not own or have right to publish. In as much, you agree that you will be solely responsible for any and all costs, including those incurred by Ndyou or its designees, as a result of your act of posting or publishing protected content.
d. IN CONNECTION WITH ANY USER SUBMISSIONS FROM YOU AND/OR YOUR Ndyou ACCOUNT, YOU FURTHER AGREE THAT YOU WILL NOT: (i) SUBMIT MATERIAL THAT IS COPYRIGHTED, PROTECTED BY TRADE SECRET OR OTHERWISE SUBJECT TO THIRD PARTY PROPRIETARY RIGHTS OF WHICH YOU DO NOT HAVE AUTHORITY, INCLUDING PRIVACY AND PUBLICITY RIGHTS; (ii) PUBLISH FALSEHOODS OR MISREPRESENTATIONS THAT COULD DAMAGE Ndyou OR ANY THIRD PARTY; (iii) SUBMIT MATERIAL THAT MAY BE CONSIDERED DEFAMATORY, HARASSING, HATEFUL, LIBELOUS, OBSCENE, PORNOGRAPHIC, RACIALLY OR ETHICALLY OFFENSIVE, THREATENING, UNLAWFUL, OR ENCOURAGES CONDUCT THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO CIVIL UNREST OR LIABILITY, VIOLATE ANY LAW, OR IS OTHERWISE INAPPROPRIATE; (iv) POST ADVERTISEMENTS OR SOLICITATIONS OF BUSINESS OR OTHER COMMERCIAL INTERESTS; (v) IMPERSONATE ANOTHER Ndyou USER OR OTHER PERSON.
e. Ndyou does not endorse any user, User Submission, opinion, recommendation, or advice expressed therein. Ndyou expressly disclaims any and all liability in connection with User Submissions. Ndyou does not permit copyright infringing activities and infringement of intellectual property rights on its Website and Ndyou will remove all Content and/or User Submission if properly notified that such Content and/or User Submission infringes on another's intellectual property rights. Ndyou reserves the right to remove Content and User Submissions without prior notice. Ndyou may also terminate a user's access to the Service, if they are determined to have infringed on other's intellectual property rights.
f. In particular, if you are a copyright owner or an authorized agent thereof and believe that a User Submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (the "DMCA") by providing our Designated Agent for Notice of Claims of Copyright Infringement with the following information, in writing:
(i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
(ii) identification of the copyrighted work claimed to have been infringed; and
(iii) identification of the material that is claimed to be infringing or to be subject of infringing activity and that is to be potentially removed or access to which is to be disabled and information with said identification of the material to be sufficient to permit the service provider, Ndyou, to locate said material; and
(iv) information reasonably sufficient to permit the service provider, Ndyou, to contact you (such as a physical address, telephone number, facsimile number, and an electronic mail, or email, address); and
(v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the legally recognized copyright owner, its agent, or the law; and
(vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Ndyou's Designated Agent for Notice of Claims of Copyright Infringement is: Abdullahi Dogo, 97 Ebitu Ukiwe St, Jabi, Abuja. E NGA 234, Nigeria. email: copyright@ndyou.com, telephone: +2348036073070.
For clarity, only DMCA notices should go to the Designated Agent for Notice of Claims of Copyright Infringement for Ndyou. You acknowledge that if you, the alleged owner fail to comply with all of the requirements in Section 8(f), your DMCA notice may not be valid.
Any other feedback, comments, requests for technical / customer support, or other communications should be directed to Ndyou's support service department at support@ndyou.com.
User Account Password and Security
During the registration process, you will create a unique username and password for use to access the Ndyou Website and Services. You are solely responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify ndyou of any unauthorized use of your username and/or password or any other breach of security. You agree that ndyou cannot and will not be liable for any damages or losses incurred from your failure to comply with this Section.
YOU ACKNOWLEDGE AND EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE NDYOU WEBSITE AND/OR SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT THE NDYOU SERVICE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS ONLY. NDYOU EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND/OR NON-INFRINGEMENTS.
ANY CONTENT OR MATERIAL DOWNLOADED FROM NDYOU'S WEBSITE, OR OTHERWISE OBTAINED, IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR TELEPHONIC EQUIPMENT, OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR OTHERS FROM NDYOU OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, NDYOU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND/OR AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND SERVICES, AND YOUR USE THEROF. NDYOU MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT NOR THE CONTENT OF ANY SITES LINKED TO NDYOU'S WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (i) ERRORS, INACCURACIES, OR MISTAKES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTLING FROM YOUR ACCESS TO AND USE OF THE NDYOU WEBSITE AND/OR SERVICES; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY VIRUSES, MALICIOUS PROGRAMS, ADWARE, SPYWARE, OR THE LIKE WHICH MAY BE TRANSIMITTED TO OR FROM OUR WEBSITE; (v) ANY ERRORS AND/OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT EMAILED, POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NDYOU WEBSITE. NDYOU DOES NOT ENDORSE, GUARANTEE, WARRANT, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE NDYOU WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. NDYOU WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU, THE USER, AND THIRD PARTY VENDORS OR PROVIDERS OF PRODUCTS AND/OR SERVICES. AS IS TRUE WITH ANY PURCHASE, YOU SHOULD BE DILIGENT AND USE YOUR BEST JUDGMENT WHILE EXERCISING CAUTION, WHERE APPROPRIATE, WHEN MAKING A PURCHASE
IN NO EVENT SHALL NDYOU, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION , OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OF CONDUCT TO ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE NDYOU WEBSITE AND/OR SERVICE. IN ADDITION TO THE LIMITATIONS OF LIABILITY LISTED HEREIN, SECTION 14 OF THESE TERMS OF SERVICE CONTAINS OTHER LIMITATIONS OF LIABILITY TO BE INCORPORATED BY REFERENCE HEREIN. OTHER LIMITATIONS OF LIABILITY AS ALLOWED BY LAW BUT NOT LISTED WITHIN THIS SECTION 14 OF THESE TERMS OF SERVICE ARE INFERRED HEREIN.
You, the User, agree to defend, hold harmless, and indemnify Ndyou, its owner(s), officers, directors, employees, and agents from and against any and all claims, damages, costs, debt, losses, liabilities, obligations, and expenses including, but not limited to, reasonable counsel fees, arising from: (i) your use of and access to the Ndyou Website; (ii) any violation of any term, in whole or in part, by you of these Terms of Service and/or any other governing policies of Ndyou; (iii) any violation by you of any third party right, including without limitation, any copyright, privacy right, or property right; and/or (iv) any claim levied against you, the User, that your User Submission(s) caused damage to a third party. This defense and indemnification obligation shall survive these Terms of Service and your use of the Ndyou Website.
These Terms of Service, and any licenses or rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Ndyou without restriction.
You acknowledge and agree that Ndyou may establish general practices and limits concerning the use of the Website and/or Service, including but not limited to: (i) the maximum number of messages that may be sent from or received by an account on the Service; (ii) the maximum size or duration of any message or User Submission that may be sent from or received by an account on the Service; (iii) the maximum disk space that may be allotted on the Ndyou servers on your behalf; and (iv) the maximum number of times and duration for which you may access the Service in a given period of time to be determined at the sole discretion of Ndyou. You agree that Ndyou has no responsibility or liability for the deletion of or the failure to store any messages, User Submissions, or other communications or Content maintained or transmitted by the Service. You acknowledge that Ndyou reserves the right to log off users that are inactive for a given period of time to be determined at the sole discretion of Ndyou. You further acknowledge that Ndyou reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Ndyou reserves the right to, at any time, modify, suspend (in whole or in part), or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice. You agree that Ndyou shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
Interactions With Adverts and Advertisers.
You agree that any dealings, personal or commercial, with any Advertiser found on the Website is solely between you and such Advertiser. You agree that Ndyou shall not be responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of such Advertisers on the Website.
You acknowledge that notices concerning Ndyou's Website and/or Services may be made by: (i) posting on the Ndyou Website; (ii) electronic mail, or email, sent to the address of record as provided within your User account; (iii) postal mail delivery, or any combination thereof. Ndyou may also provide notices of changes to these Terms of Service or other governing policies of Ndyou or other matters by displaying notices or links to notices in general locations on the Website.
All notices, requests, demands and other communications hereunder upon Ndyou shall be in writing and shall be deemed to have been duly given if personally delivered, or if mailed by postal service certified or registered mail, prepaid, or by other recognized courier services, to Ndyou, or to their permitted assignees, at the following address (or at such other address as may be given and demanded in writing by Ndyou):
Tall Media LLC
Attention:Ndyou
97 Ebitu Ukiwe St
Jabi, Abuja, Nigeria.
Copyright and Copyright Agents
Ndyou affords complete respect for the intellectual property rights of others, and we demand all Ndyou users to tender the same level of respect. In accordance with the Relevant Laws Concerning Copyright, Ndyou will respond expeditiously to claims of copyright infringement committed through use of the Ndyou Services provided all such claims are reported to Ndyou's "Designated Agent for Notice of Claims of Copyright Infringement", pursuant to the written statutes governing such notices.
If you believe that your work has been copied in a way that constitutes copyright infringement, it is requested that you immediately contact Ndyou as set forth herein.
Ndyou Designated Copyright Agent:
Abdullahi
97 Ebitu Ukiwe St
Jabi, Abuja E NGA 234 Nigeria
Email: copyright@ndyou.com
Telephone: +2348036073070
Violations
Please report any violations of these Terms of Service or other governing policies of Ndyou, other than alleged copyright infringement issues, to our Customer Service department at: support@ndyou.com
For matters of alleged copyright infringement, please refer to the above Section these Terms of Use (see previous).
a. Should you make payment to Ndyou, for any purchase or reason, you acknowledge that you have thirty (30) days from the date of payment to dispute any such amounts. All disputes must be tendered in writing only with delivery confirmation to Ndyou (see Section 20 of these Terms of Service for complete contact information) to be considered official. You agree that any failure to abide by this policy will cause you to waive all claims related to the disputed amount.
b. Should Ndyou make a payment to you, for purposes of income earned, you acknowledge that you are responsible for reporting the associated income and for paying any and all applicable income tax and/or other associated taxes. Should Ndyou withhold taxes due as defined by your tax jurisdiction, Ndyou shall remit said tax withholdings in your name and you agree to authorize Ndyou to make such tax payments on your behalf.
These Terms of Service shall be governed by and construed in accordance with the relevant laws applicable and subject to the location of parties involved. Any provision of these Terms of Service which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
Any action to enforce or interpret these Terms of Service, or to resolve disputes with respect to these Terms of Service, shall be submitted for arbitration in accordance with Relevant Arbitration Rules of the Location of contest and shall be heard by the relevant bodies therein. Arbitration shall be the exclusive dispute resolution process used by the parties hereto. Any party may commence arbitration by sending a written demand for arbitration to the other party. Such demand shall set forth the nature of the matter to be resolved by arbitration. The substantive relevant law shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration and any judicial determinations relating thereto, including but not limited to motions to confirm and appeals with respect to such judicial determinations. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered on any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a Writ of Execution to enforce the arbitrator's decision.
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