Terms of Use

Effective Date: July 28, 2017

 

Acceptance of the Terms of Use

 

These Terms of Use ("Terms of Use") constitute a legally binding agreement between you ("Partner and Customer" or "you" or "your") and Banta Marketplace Nigeria Limited ("Banta" or "we" or "us"). The following terms and conditions, govern your access to and use of Banta's mobile application for iOS and Android devices (the “Banta App" or “App”), and your access to and use of Banta's website  located at www.banta.ng (the "Website") including any content, functionality and services offered on or through the Website (the "Internet Services") (the Website, the Internet Services, and the App, are collectively referred to as the "Banta Platform"), whether as a guest or a registered Partner and Customer.

 

Please read these Terms of Use carefully before you start to use the Banta Platform. By installing the App, by otherwise accessing or using any aspect of the Banta Platform, or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree that you have read, understood, and agree to be bound and abide by these Terms of Use and our privacy policy, found at www.banta.ng/terms ("Privacy Policy"), incorporated herein by reference (together herein referred to as this "Agreement"). If you do not agree to this Agreement, you may not access or use the Banta Platform.

The Banta Platform provides a marketplace or communication platform where independent, self-employed individuals and/or businesses  ("Partners") both online and offline can locate potential customers, both individuals and businesses that reside in, but not limited to, Nigeria ("Customers") that are seeking to buy goods.

The Banta Platform further Partners digital marketing assistance, payment processing, and other digital services. Each Partner and Customer shall create an account that enable such Partner and Customer to access the Bantra Platform. In addition to a Partner and Customer account, Partners must have their Partner account approved prior to accessing the Partner functions through their Partner and Customer account. For purposes of this Agreement, the services provided by Banta to their Partners and Customers that are scheduled through the Banta Platform shall be referred to as the "Services". It is up to Banta to decide whether or not to provide Services to Partner and Customer through the Banta Platform. 

Unless otherwise disclosed, Partners are deemed to be unlicensed.  Please note that in certain markets Partners may be required to have a license to perform certain Services that will exceed a monetary threshold.  For example, regulations applicable in certain markets require a license for work

 

ANY DECISION BY PARTNERS AND CUSTOMERS TO OFFER OR ACCEPT SERVICES THROUGH THE BANTA PLATFORM IS A DECISION MADE IN SUCH PARTNER’S OR CUSTOMER’S SOLE DISCRETION. EACH GOOD PROVIDED BY A PARTNER TO ITS CUSTOMER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN THAT PARTNER AND CUSTOMER. BANTA MAKES NO REPRESENTATION AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF PARTNER GOODS, NOR DOES IT HAVE CONTROL OVER OR MAKE REPRESENTATIONS REGARDING THE QUALITY, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER RELATING TO ANY GOOD. BANTA DOES NOT HAVE CONTROL OVER THE QUALITY, LEGALITY OR ANY OTHER ASPECT WHATSOEVER RELATING TO ANY GOODS. BANTA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY GOODS PROVIDED TO CUSTOMERS BY PARTNERS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD, WARRANT OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION OR CODE. EXCEPT AS OTHERWISE SET FORTH HEREIN, BATNA IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY PARTNER.

By installing the App, clicking to accept or agree to these Terms of Use, or by otherwise accessing and using any aspect of the Banta Platform, you represent and warrant that: (a) you are at least 15 years old or are of legal age to form a binding contract with Banta in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; (b) you have the right, authority and capacity to enter into this Agreement; and (c) if you are using the Banta Platform on behalf of a Banta, entity, or other organization, then you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to these Terms of Use, and agree to be bound by these Terms of Use on behalf of that entity. If you do not meet all of these requirements or agree to be bound by the terms and conditions of these Terms of Use you must not use or access the Banta Platform or the Services.

 

Material Terms and Notices:  As provided in greater detail in these Terms of Use (and without limiting the express language of these Terms of Use), you acknowledge the following:

 

  • the Banta Platform and App is licensed to you, not sold to you, and you may use the Ianta Platform and App only as set forth in these Terms of Use;
  • the use of the Banta Platform and App may be subject to separate third party terms of service and fees, including, without limitation, such terms of service and fees imposed by your mobile network operator (the “Carrier”), including fees charged for data usage and overage, which are your sole responsibility;
  • you consent to the collection, use, and disclosure of your personally identifiable information in accordance with the Banta Privacy Policy;
  • the App is provided “as is” without warranties of any kind and Banta’s’s liability to you is limited;
  • we will resolve disputes arising under these Terms of Use through binding arbitration.  By accepting this Agreement, as provided in greater detail in Section 28 of the Terms of Use, you and Banta are each waiving the right to a trial by jury or to participate in a class action;
  • access to certain features of the Banta Platform may require access to information about the location of your device, such as GPS coordinates;
  • we may, without further notice or warning and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Partners and Customers that occur through the BantaPlatform for our business purposes, including to provide and improve customer service and the Banta Platform, fraud prevention, and to identify violations of this Agreement; and,
  • you agree to and acknowledge the “Notice Regarding Apple” in Section 36 below.

 

 

1.    Changes to the Terms of Use

 

We may revise and update these Terms of Use from time to time in our sole discretion. Please check these Terms of Use periodically for changes. If a change to these Terms of Use materially modifies your rights or obligations, you will be required to accept the modified Terms of Use in order to continue to use the Banta Platform. Material modifications are effective upon your acceptance of the modified Terms of Use. Immaterial modifications are effective upon publication. Disputes arising under the Terms of Use will be resolved in accordance with the version of the Terms of Use that was in effect at the time the dispute arose.

 

2.    Partner Background and Identity Check Process

 

Banta checks the backgrounds of each Partner using a third party background check service that includes, but is not limited to, a sex offenders registry check, county, state, federal and national criminal records check, and domestic and international terrorist watchlist check. Banta also requires each Partner to submit to Banta a government issued photo ID and a profile picture.  Although Banta performs background and identity checks on each Partner, Banta cannot confirm that each Partner is who they claim to be and therefore, Banta cannot and does not assume any responsibility for the accuracy or reliability identity or background check information or any information provided through the Service. YOU ACKNOWLEDGE AND AGREE THAT BANTA IS NOT LIABLE FOR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. BANTA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY PARTNER OR CUSTOMER INCLUDING PARTNERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY GOODS. Each Partner and Customer should exercise caution and common sense to protect their personal safety and property, just as you would when interacting with any good with which you do not know. 

 

3.    Good Fees for Services

 

a.    Good Fee. Customers shall be charged pursuant to the rates quoted via the Banta Platform at the time the Good is purchased, which shall be based on the stated parameters of the Good (the "Good

 Fee"). Banta has the authority and reserves the right to determine and modify pricing by posting revised applicable Good Fees to your market through the App or by applying advertised sales or promotional discounts to the posted Good Fees, which will be disclosed you prior to your purchase as a Customer or acceptance as a Partner for a product. You are responsible for reviewing the applicable Good Fee prior to the purchase or acceptance of a Good.  As a Customer, you shall be responsible for all incurred Good Fees charged under your Partner and Customer account regardless of your awareness of such Good Fees or the amounts thereof.  Similarly, as a Partner, you agree that the Good Fees for the Goods that you perform shall be the amount disclosed to you prior to your acceptance of a Good on sale on Banta regardless of your awareness of such Good Fees or the amount thereof.

 

b.    Excluded Goods. Partners and Customers hereby agree not to make, sell or buy any Good that is illegal or criminal in nature in the state or locality in which it is posted or takes place.

 

4.    Payments

 

Partners and Customers of the Banta Platform interact for Goods directly with other Partners and Customers. Except as set forth in Section 31 below, Banta is not a party to any interaction for the Goods. The Banta Platform facilitates these interactions by supplying a medium through which Customers can connect with Partners, purchase the Goods, and make payments for the Goods directly from the Customer to the Partner. Notwithstanding the foregoing, Customers may not circumvent the Banta Platform by using the Banta Platform to connect with Partners and then engage those Partners for Services outside of the Banta Platform.

a.   Payment Processing Service. To facilitate payment for the Goods, each Partner and Customer is required to register a credit card and each Partner is required to register using the Partner's bank account. You authorize us and the payment processing service retained by us to facilitate the transaction of the Goods and the payment remittance of all applicable charges and fees between you and other Partners and Customers and between you and us. All payments transacted through our retained payment processing service shall be subject to the Terms of Use and Privacy Policy of the payment processing service. Our payment processing service provider is located at the footer of the Banta.ng home page.

 

 

b.    Customer Payments. As a Customer, we will charge your credit card according to the amount of all Goods you purchased through the Banta Platform, which amount will include: the Good Fee applicable to the Goods that were provided to you by your Partner; any out of pocket expenses for materials and related delivery fee, if any, agreed to by and between you and your Partner through the Banta Platform; and a platform fee of up to seven and a half percent (7.5%), which is used, in part, to offset the expense of providing you the Banta Guarantee set forth in Section 5. You hereby authorize us to charge the credit card on file in your account for such amounts upon the earlier of your verification of the completion of the purchased Good, if there is no filed complaint with respect to such Good or if such complaint has been otherwise resolved as determined by Banta in its sole discretion. We retain the right, in our sole discretion, to place a hold on your credit card for an ordered or completed Good transaction. Any payments paid outside of the Banta Platform are not subject to the Banta Guarantee and is a violation of the terms of this Agreement. Except for the Banta Guarantee, no refunds or credits will be provided once the Customer's credit card has been charged. While we will use commercially reasonable efforts to protect all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. The Good Fee quoted is exclusive of taxes. Banta is not responsible or liable for any taxes incurred in connection with the Service excluding taxes on Banta's income. Customers will be liable for all transaction taxes on the Good(s) provided (other than taxes based on Banta's income).

 

c.    Partner Payments. As a Partner, upon your satisfactory provision a Good(s) for your Customers through the Banta Platform, and upon your Customer’s payment for such Good(s), you will receive the following: (i) the applicable Good Fee for the Good (net of the applicable Use Fee, as discussed below); (ii) any out of pocket expenses that were published in connection with a Service; (iii) any out of pocket expenses for materials and related delivery fee, if any, as agreed to by you and your Customer through the Banta Platform; Banta will process all payments due to you through its third party payments processor(s). You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law. You expressly authorize Banta to pre-set the prices on your behalf for all Good Fees that apply to the provision of Services that you provide through the Banta Platform. Notwithstanding the above, Partners may request an adjustment of their applicable Good Fees upon written notice to the attention of Banta. Banta reserves the right to withhold all or a portion of Good Fees if it believes that you have attempted to defraud or abuse Banta or Banta's payment systems.

 

i.    Fulfilment Fee. As a Partner, in exchange for permitting you to offer your Goods through the Banta Platform, you agree to pay Banta (and permit Banta to retain) a fee of up to 7.5% based on each transaction in which you provide Goods (the "Fulfilment Fee"). The amount of the applicable Fiulfilment Fee will be communicated to you in the online Partner orientation and/or on the Website. Banta reserves the right to change the Fulfillment Fee at any time in Banta's discretion and Banta will provide you with notice in the event of such change. Continued use of the Banta Platform after any such change in the Use Fee calculation shall constitute your consent to such change.

 

d.    Promotions. Banta, at its sole discretion, may make available promotions with different features to any of our Partners and Customers or prospective Partners and Customers. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Banta. You are not required to participate in promotions. BY PARTICIPATING IN ANY PROMOTIONAL ACTIVITY VIA THE BANTA PLATFORM, YOU ARE AGREEING TO ANY ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO THE PROMOTIONAL ACTIVITY, including the following:

 

i.    Banta Promo Codes.  From time to time, Banta will distribute unique alphanumeric codes (“Promo Codes”) that can be redeemed by Partners and Customers for a set percentage or value off of a Good  (such percentage and value amount may be changed by Banta without notice prior to redemption).  Promo Codes are only redeemable for use on the Banta Platform to be applied towards Goods and are non-transferable or redeemable for cash value. Promo Codes must be applied prior to the submission of a request for a purchase of a Good and cannot be applied to previously completed transactions. Only one Promo Code can be used per request for a purchase of a Good and each unique Promo Code can only be used once per Partner and Customer. Promo Codes and other discounts cannot be combined with any other offers or promotions.  Promo Codes are subject to expiration and must be used within the amount of time stated by Banta at the time the Promo Code is provided to you, but in no event later than (30) days from the date thereof; provided, however, that Banta reserves the right in its sole discretion to extend the validity of a Promo Code beyond the stated expiration date.

 

 

Partner and Customer Contributions submitted in connection with any promotional activity may be retained by Banta after conclusion of the promotion. Banta may collect personal information from you when you enter a promotional activity. Banta will use any information collected in accordance with the Privacy Policy. All participants must observe commercial standards of fair dealing and honesty in fact in participating in promotional activities. BANTA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY PRIZE OR YOUR PARTICIPATION IN ANY PROMOTIONAL ACTIVITY. BY ENTERING THE PROMOTIONAL ACTIVITY OR BY RECEIVING ANY PRIZE, YOU AGREE TO RELEASE AND HOLD HARMLESS BANTA, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, DISTRIBUTORS, ADVERTISING/PROMOTION AGENCIES, ALL SOCIAL MEDIA NETWORKS (INCLUDING FACEBOOK AND INSTAGRAM ), AND PRIZE SUPPLIERS, AND EACH OF THEIR RESPECTIVE PARENT COMPANIES AND EACH OF THOSE Banta'S OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "RELEASED PARTIES") FROM AND AGAINST ANY CLAIM OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, OR DAMAGE TO OR LOSS OF PROPERTY, ARISING OUT OF PARTICIPATION IN THE PROMOTIONAL ACTIVITY, OR RECEIPT OR USE OR MISUSE OF ANY PRIZE. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR: (a) ANY INCORRECT OR INACCURATE INFORMATION, WHETHER CAUSED BY ENTRANTS, PRINTING ERRORS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR USED IN THE PROMOTION; (b) TECHNICAL FAILURES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO MALFUNCTIONS, INTERRUPTIONS, OR DISCONNECTIONS IN PHONE LINES OR NETWORK HARDWARE OR SOFTWARE; (c) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE ENTRY PROCESS OR THE PROMOTIONAL ACTIVITY; (d) TECHNICAL OR HUMAN ERROR THAT MAY OCCUR IN THE ADMINISTRATION OF THE PROMOTIONAL ACTIVITY OR THE PROCESSING OF ENTRIES; OR (e) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY THAT MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM YOUR (OR ANY OTHER ENTRANT'S) PARTICIPATION IN THE PROMOTIONAL ACTIVITY OR RECEIPT OR USE OR MISUSE OF ANY PRIZE. If for any reason your entry is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, your sole remedy is another entry in the promotion, except that if it is not possible to award another entry due to discontinuance or completion of the promotion, or any part of it, for any reason, Banta, at its discretion, may elect to hold a random drawing from among all eligible entries received up to the date of discontinuance for any or all of the prizes offered herein. No more than the stated number of prizes will be awarded. In event that production, technical, programming, or any other reasons cause more than the stated number of prizes as set forth in the applicable terms and conditions to be available or claimed, Banta reserves the right to award only the stated number of prizes by a random drawing among all legitimate, unawarded, eligible prize claims.

5.    Deliveries

 

Partners and Customers of the Banta Platform interact for Goods directly with other Partners and Customers. Except as set forth in Section 31 below, Banta is not a party to any interaction for the Goods. The Banta Platform facilitates these interactions by supplying a medium through which Customers can connect with Partners, purchase the Goods, and make payments for the Goods directly from the Customer to the Partner. Notwithstanding the foregoing, Customers may not circumvent the Banta Platform by using the Banta Platform to connect with Partners and then engage those Partners for Services outside of the Banta Platform.

a.   Delivery Facilitating Service. To facilitate deliveries for the Goods, each Customer is required to confirm the delivery cost of the Good(s) to be purchased. You authorize us and the delivery processing service retained by us to facilitate the delivery of the Goods and the payment remittance of all applicable charges and fees between you and other Partners and Customers and between you and us. All deliveries transacted through the delivery service(s) shall be subject to the delivery service’s Terms of Use and Privacy Policy. Our delivery service provider(s) are located at the footer of the Banta.ng home page.

6. Warehouse Storage

a. Banta shall not be liable for any loss or destruction of or damage to the Goods, however caused, unless such loss, damage or destruction resulted from Banta’s failure to exercise such care in regard to the Goods as a reasonably careful person would exercise under like circumstances. Banta is not liable for damages which could not have been avoided by the exercise of such care. Banta and Partner agree that Banta’s duty of care referred to herein shall not extend to providing a sprinkler system at the warehouse complex or any portion thereof.

b. In no event shall Banta be liable for any loss or damage caused by:

i. acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyber attacks; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the freight or any defects thereof; inherent vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or other causes beyond its control;

ii. fragile articles injured or broken, unless packed by Banta’s employees and unpacked by them at the time of delivery;

iii. pilferage or theft, unless such loss or damage is caused by the failure of Banta to exercise such ordinary care required by law; and

iv. concealed damage, or for losses incurred due to the concealed damage of the Goods.

c. Monetary Maximum Liability: In the event of loss or damage to the Goods for which Banta is legally liable, Banta’s liability shall be limited to actual value of the Goods, subject to a maximum of ₦100 per kilogram of goods stored, unless Partner declared a higher value for the goods and Banta agrees in writing to purchase insurance for the Goods at Partner’s benefit, and Partner has paid the supplementary charge in accordance with the terms herein.

d. In no event shall Banta be responsible for loss or damage to documents, stamps, securities, artwork, heirlooms, jewelry or other articles of high and unusual value unless a special agreement in writing is made between Banta and Partner with respect to such articles.

e. No Consequential Damages. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF Banta’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL BANTA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSTITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT Banta HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.

f. Optional Insurance Offering. Banta does not insure the Goods while in storage and the storage rates or charges billed to Partner do not include any insurance on the Goods. The Goods will therefore not be insured for any loss or damage, and the limitation of Liability set forth in section 6(c) shall apply in all circumstances where Banta is legally liable for such loss or damage, unless the Partner has requested in writing that Banta obtain insurance for the Partner’s benefit, and the Partner has paid the required premium to Banta for such additional insurance. Except as provided above, Banta will not obtain insurance on the Goods for Partner’s benefit while the Goods are being stored at Banta’s facility.

g. Temperature or Humidity Controlled Storage. Unless specifically agreed to in writing, Banta shall not be responsible for storage of the Goods in a temperature or humidity controlled environment. Partner knowingly accepts that the Goods will be warehoused in a non-temperature/humidity controlled environment. Banta will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of the warehouse. Banta will furthermore not be responsible for losses or damages incurred to Perishable Goods, unless otherwise agreed to in writing prior to tender of the Goods for storage.

h. Inspection & Security. All shipments are subject to inspection by Banta; by Banta’s Carriers for any transportation services provided, if any; and by any duly authorized government or regulatory entities. Notwithstanding the foregoing right to inspect shipments, Banta is not obligated to perform such inspection except as mandated by law. Further, Banta reserves the right to unilaterally reject any shipment that it deems unfit for transport, or for storage under this Warehouse Receipt, after inspection.

7.    Photos and Photoshoots

Banta reserves the right to use one or a selection of images from your Good(s) shoot for advertising, display or publication. 

a. Waiver of liability: client expressly releases the photographer, her employees and agents from all claims, damages, and liabilities that may result from accidents or incidents that occur during the photo session. This waiver of liability includes waiver of any claim that may be a result of  negligence.

b. Banta retains copyright for all images of Partner Good(s) taken on any photoshoot. Images are used to portray the Good(s) on sale on behalf of the Good(s)’s Partner to Customers through Banta Platform. The Photos of the  Partner’s Good(s) captured by Banta is not permitted to sell them, edit them or post them in any other Platform that hold the sole purpose of sale of the Good(s) or similar Good(s) to the photographed Good(s); included but not limited to similar colours, designs or sizes. In an event when this occurs, the Good(s)’s Partner is liable to a ₦100,000 per photo, per Platform.

8.    Banta Guarantee

Our Banta Guarantee is that the Good(s) you order and pay for will be transacted as described in the description of the Good(s) when you ordered it. If you have ordered and paid for a Good but you believe the Good was not produced or delivered in accordance with the Banta Guarantee you must report the issue within twenty-four (24) hours of the Good(s) transaction to our Team at team@banta.ng and respond to all follow up questions requested of you from the Team and you may be eligible for the Banta Guarantee Remedies. The "Banta Guarantee Remedies" are as follows: if we determine that a Good(s) does not meet the Banta Guarantee we will, in our sole discretion, either refund the payment you actually made for such Good(s), or have the applicable Good(s) replaced. If the Good(s) is replaced but we determine the replacement still does not meet the Banta Guarantee, we will refund the payment actually made for such Good(s). The amount of the Banta Guarantee is limited to any payment you made for the Service. The Banta Guarantee does not apply to any other cost, liability, damage, injury, or claim arising from or in connection with the Good(s). To be clear, the Banta Guarantee does not apply to any payments made for Good(s) not purchased and paid for through the Banta Platform. THIS SECTION 5 STATES BANTA'S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.

 

9.    Service Cancellation

 

Banta's cancellation policy for specific Services is as follows:

 

a.   Cancellation by Customer. As a Customer, you may cancel your purchased Good(s) through the App. If you cancel before the Good(s) is accepted, there is no charge. If you cancel after the Good(s) is accepted, you will be charged all fees and taxes. 

 

 

b.    Cancellation by Partner. As a Partner, you may cancel your Good(s) through the App. When you cancel Good(s), the Banta Platform generally notifies your Customer to resubmit the request for Good(s). Banta cannot guarantee that a cancelled Good(s) will be replaced by another Partner and restocked or that the Good(s) request will be completed. Thus, your cancellation or failure to timely show up to provide a Good(s) could negatively impact your Customer and the Platform. As a result, such conduct may adversely impact your rating among Customers and Banta. PLEASE BE ADVISED THAT YOUR CANCELLATION OF (A) ANY GOOD(s), (B) ANY PURCHASES ON LESS THAN 24 HOURS NOTICE, AND (C) TWO OR MORE PURCHASES WITHIN A 30-DAY PERIOD IS A VIOLATION OF THE TERMS OF THIS AGREEMENT, WHICH MAY RESULT IN THE SUSPENSION OR DEACTIVATION YOUR PARTNER ACCOUNT.

 

10.    Partner Access Fee

 

As a Partner, you are not  required to pay a monthly access fee during any calendar month in which you complete a Service. You acknowledge that Banta reserves the right, at any time, to modify its Access Fees and billing methods.

 

11.    Ratings

 

To help maintain the quality of the Banta Platform, Partners and Customers (both Partners and Customers) will have the opportunity to rate each other after the completion of Services.  If you rate your Partner or Customer with less than 3 stars, such Partner and Customer will be excluded from your future Service requests. Customers will see Partner ratings before selecting a Partner for a job so each rating a Customer gives can have an impact on that Partner's future on the Banta Platform. In addition, Customers with a low star rating may not have their requests accepted.

 

12.    Communications

 

By becoming a Partner and Customer, you expressly consent and agree to accept and receive electronic and other communications from us, including via e-mail, text message, calls, and push notifications to the telephone number or email address you provided to us, as further described in our Privacy Policy. If you wish to opt out of promotional emails, text messages, or other communications, you may opt out by following the unsubscribe options provided to you in such promotional communications. You may opt-out of receiving non-promotional communications from us at any time by deactivating your account. You may continue to receive text messages for a period of time while we work to de-activate your account, and you may also receive text messages confirming the de-activation of your account. You consent to receive autodialed or prerecorded calls from us at the telephone number that you have provided to us to: (a) facilitate communications among Partners and Customers; or (b) otherwise provide our services or enforce these Terms of Use. You are not required to provide your consent to these calls as a condition of purchase on the Banta Platform. Standard telephone minute charges may apply. We may, without further notice or warning and in our discretion, monitor or record telephone conversations that we have with you or anyone acting on your behalf for quality control and training purposes or to protect our rights.  We may, without further notice or warning, and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Partners and Customers that occur through the Banta Platform for our business purposes, including to provide and improve customer service and the Banta Platform, fraud prevention, and to identify violations of this Agreement.

 

13.    Location Coordinates

 

To purchase and stock Good(s), you must possess an iOS or Android smartphone capable of accessing the Banta Platform (the "Mobile Device"). As a Partner, you hereby acknowledge and consent to Banta's collection of the latitude and longitude location ("Location Coordinates") of your Mobile Device so that we can provide our services to you and your Customers. In addition, at any point, Banta may collect the Location Coordinates of the Mobile Device on which the Banta Platform is installed for other purposes, including for the purpose of referring Services to you from potential Customers in your vicinity, protecting the safety of Customers and Partners and for legal purposes (such as to enforce our agreements). Banta does not collect or use Location Coordinates data for the purpose of controlling or monitoring the manner and means by which you provide the Good(s) contemplated by this Agreement, or the frequency with which you use the Banta Platform to book Services. By executing this Agreement, you agree to the use and disclosure of Location Coordinates information as described above.

 

14.    Accessing the Banta Platform and Account Security

 

We reserve the right to withdraw or amend the Banta Platform, and any service we provide on the Banta Platform, in our sole discretion without notice. We will not be liable if for any reason that all or any part of the Banta Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Banta Platform, or the entire Banta Platform, to Partners and Customers for any reason or no reason.

 

You are responsible for:

 

  • Making all arrangements necessary for you to have access to the Banta Platform.
  • Ensuring that all persons who access the Banta Platform through your account are aware of this Agreement and comply with them.

 

To access the Banta Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Banta Platform that all the information you provide on the Banta Platform is correct, current and complete. You agree that all information you provide to register with the Banta Platform or otherwise, including but not limited to through the use of any interactive features on the Banta Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

If you choose, or are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Banta Platform or portions of it using your Partner and Customer name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your Partner and Customer name or password or any other breach of security. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

We have the right to disable any Partner and Customer name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

 

15.   Release

 

THE SERVICE IS ONLY A VENUE FOR CONNECTING PARTNERS AND CUSTOMERS. EXCEPT AS OTHERWISE SET FORTH HEREIN, BANTA IS NOT AFFILIATED WITH ANY CARRIER, PARTNER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, PARTNER, OR THIRD PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER PARTNERS AND CUSTOMERS OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND THAT THIRD PARTY, AND YOU IRREVOCABLY RELEASE BANTA09 (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

 

16.   Limited License; Intellectual Property Rights

 

The Banta Platform is licensed, not sold, to you for use only under these Terms of Use. Subject to your complete and ongoing compliance with the terms and conditions of these Terms of Use, Banta hereby grants you a personal, limited, revocable, non-transferable, non-exclusive, non-commercial, non-sublicensable license to: (a) use the App on compatible, authorized devices that you own or control; and (b) access and use the Website and Internet Services; in each case solely for your own use or for the entity on whose behalf you are authorized to act

You may not modify, alter, reproduce, or distribute the Banta Platform. You may not directly rent, lease, lend, sell, redistribute, or sublicense the Banta Platform. You must not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Banta Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third Party Service), nor attempt to disable or circumvent any security or other technological measure designed to protect the Banta Platform or any content available through the Banta Platform.

 

The Banta Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Banta, its licensors or other Partners of such material and are protected.

 

You must not:

 

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the Banta platform text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

 

You must not access or use for any commercial purposes any part of the Banta Platform or any services or materials available through the Banta Platform.

 

If you breach these license restrictions or otherwise exceed the scope of the licenses granted in these Terms of Use, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, your right to use the Banta Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Banta Platform or any content on the Banta Platform is transferred to you, and Banta reserves all rights not expressly granted. Any use of the Banta Platform not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

 

17.   Prohibited Uses

 

You may use the Banta Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the Banta Platform:

 

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Nigeria or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To impersonate or attempt to impersonate Banta, a Banta employee, another Partner and Customer or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Banta Platform, or which, as determined by us, may harm Banta or Partners and Customers of the Banta Platform or expose them to liability.

 

Additionally, you agree not to:

 

  • Use the Banta Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Banta Platform, including their ability to engage in real time activities through the Banta Platform.
  • Use any robot, spider or other automatic device, process or means to access the Banta Platform for any purpose, including monitoring or copying any of the material on the Banta Platform.
  • Use any manual process to monitor or copy any of the material on the Banta Platform or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Banta Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Banta Platform, the server on which the Banta Platform is stored, or any server, computer or database connected to the Banta Platform.
  • Attack the Banta Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Banta Platform.

 

18.   Digital Millennium Copyright Act

 

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service Partners (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Banta Platform, you may contact our Designated Agent at Banta, Inc.,or team@banta.ng

 

Any notice alleging that materials hosted by or distributed through the Banta Platform infringe intellectual property rights must include the following information:

 

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  • a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
  • a description of the material that you claim is infringing and where it is located on the Banta Platform;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the use of those materials on the Banta Platform is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

 

Repeat Infringers. Banta will promptly terminate without notice the accounts of Partners and Customers that are determined by Banta to be "Repeat Infringers" to the fullest extent permitted under applicable law. A Repeat Infringer is a Partner and Customer who has been notified of infringing activity or has had Partner and Customer Content removed from the Service at least twice.

 

19.   Partner and Customer Contributions

 

The Banta Platform may contain profiles and other interactive features (collectively, "Interactive Services") that allow Partners and Customers to post, submit, publish, display or transmit to other Partners and Customers (hereinafter, "post") content or materials (collectively, "Partner and Customer Contributions") on or through the Banta Platform.

 

Any Partner and Customer Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any Partner and Customer Contribution on the Banta Platform, you hereby grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. By posting or sharing Partner and Customer Contributions with other Partners and Customers, to the fullest extent permitted under applicable law, you grant those Partners and Customers a non-exclusive license to access and use those Partner and Customer Contributions as permitted by these Terms of Use and the functionality of the Banta Platform.

 

You represent and warrant that:

 

  • You own or control all rights in and to the Partner and Customer Contributions and have the right to grant the licenses granted above to us and our licensees, successors and assigns and other Partners and Customers.
  • Your Partner and Customer Contributions, and the use of your Partner and Customer Contributions as contemplated by these Terms of Use, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Banta to violate any law or regulation.
  • All of your Partner and Customer Contributions do and will comply with this Agreement.

 

You understand and acknowledge that you are responsible for any Partner and Customer Contributions you submit or contribute, and you, not Banta, are fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

 

We are not responsible, or liable to any third party, for the content or accuracy of any Partner and Customer Contributions posted by you or any other Partner and Customer of the Banta Platform.

 

20.   Monitoring and Enforcement

 

We have the right to:

 

  • Remove or refuse to post any Partner and Customer Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any Partner and Customer Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Partner and Customer Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Partners and Customers of the Banta Platform or the public or could create liability for Banta.
  • 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 Banta Platform.
  • Terminate or suspend your access to all or part of the Banta Platform for any or no reason, including without limitation, any violation of this Agreement.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Banta Platform. YOU WAIVE AND HOLD HARMLESS BANTA AND ITS AFFILIATES, LICENSEES AND SERVICE PARTNERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

To the fullest extent permitted under applicable law, we are under no obligation to edit or control Partner and Customer Contributions that you or other Partners and Customers post or publish, and we expressly disclaim any and all liability in connection with Partner and Customer Contributions. Banta may, at any time and without prior notice, screen, remove, edit, or block any Partner and Customer Contributions that in our sole judgment violates these Terms of Use or is otherwise objectionable. You understand that when using the Banta Platform you will be exposed to Partner and Customer Contributions from a variety of sources and acknowledge that Partner and Customer Contributions may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Banta with respect to Partner and Customer Contributions.

 

21.   Partner Provisions

 

a.    Insurance. As a Partner, you acknowledge and agree that it is your responsibility to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance with policy limits sufficient to protect and indemnify Banta and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of you or your assistants, agents, contractors, servants, or employees.

 

b.    Partner Assistants. Before any Services are performed by any assistants, helpers, or other personnel engaged by a Partner, the Partner shall require any such individuals to become a registered, approved Partner on the Banta Platform. Each Partner assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the Partner and all persons engaged by the Partner in the performance of the Services.

 

c.    Equipment. As a Partner, you are solely responsible for any costs or expenses incurred by you in connection with the provision of Goods, and in no event shall Banta reimburse, or be required to reimburse, you for any tools, materials, costs or expenses used in connection with the Services. You shall furnish and maintain, at your own expense, the tools, equipment, supplies, and other materials used to provide Goods. You, at your sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At your request, Banta may offer to you certain equipment, supplies, and materials for purchase. You are not required to purchase any equipment, tools, supplies, or materials from Banta at any time.

 

d.    Representations. By providing Services as a Partner on the Banta Platform, you represent, warrant, and agree that: (i) you are solely responsible for obtaining the necessary licenses and/or certifications for performance of the Services (ii) you will not transfer or sell your Partner and Customer account, password and/or identification to any other party; (iii) you will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services, including, but not limited to personal injuries, death and property damages; (iv) you will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions; (v) you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you; and (vi) you will not attempt to defraud Banta in connection with your provision of Services.  Notwithstanding anything set forth herein to the contrary, you further represent, warrant, and agree (i) to pay all reasonable out-of-pocket expenses incurred by Banta in connection with the resolution of any property damage or other claims resulting from a Good you provided for a Customer, and (ii) that Banta shall of the right to suspend your Partner account until it has received payment in full for all such reimbursable amounts.

 

22.   Third-Party Services, Third Party Fees, and Linked Websites

 

a.    Access to Third Party Services. The Banta Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, "Third Party Services"). Banta does not have or maintain any control over Third Party Services, and is not and cannot be responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third Party Services, Banta does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third Party Services.

 

b.    Disclaimer of Liability for Third Party Services. Third Party Services may have their own terms of use and privacy policy, and your use of the Banta Platform may incur third party fees, such as fees charged by your mobile carrier for data usage. You are solely responsible for reviewing and complying with any terms of use, privacy policy or other terms governing your use of Third Party Services, and you are solely responsible for all of Third Party Services fees incurred by you for use of the Banta Platform. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third Party Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content that may be included on or with any Third Party Services. Banta disclaims any and all responsibility or liability for any harm resulting from your use of Third Party Services, and you hereby irrevocably waive any claim against Banta with respect to any Third Party Services.

 

23.    Third Party Software

 

Software you download in connection with the Banta Platform consists of a package of components that may include certain third party software ("Third Party Software") provided under separate license terms (the "Third Party Terms"). Your use of the Third Party Software in conjunction with the Banta Platform in a manner consistent with these Terms of Use is permitted, however, you may have broader rights under the applicable Third Party Terms, and nothing in these Terms of Use is intended to impose further restrictions on your use of the Third Party Software.

 

24.    Terms and Termination

 

This Agreement is effective upon your creation of a Partner and Customer account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the Banta Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your Partner and Customer account (either as a Partner and/or Customer), or revoke your permission to access the Banta Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Banta Platform to any Partner and Customer for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. The terms of this Agreement, and any subsequent modifications of this Agreement, shall remain in effect at all times after you or Banta terminate your participation or access to the Banta Platform or Services.

 

25.    Changes to the Banta Platform

 

We may update the content on this Banta Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Banta Platform may be out of date at any given time, and we are under no obligation to update such material.

 

26.    Information About You and Your Visits to the Banta Platform

 

All information we collect on this Banta Platform is subject to our Privacy Policy. By using the Banta Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

 

27.    Confidential Information

 

a.    Banta's Confidential Information. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Banta and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Banta in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Banta upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of Banta's trade secrets, confidential and proprietary information and all other information and data of Banta that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

 

b.    Confidential Information. You understand that in providing Good(s), you will receive certain private and/or confidential information regarding and will have access to Banta warehouses or offices. Except upon order of government authority (e.g., court, administrative agency) having jurisdiction, or upon written consent you agree that you shall not publish, disseminate or disclose, for your own benefit or the benefit of any third party, any confidential information including addresses, telephone numbers and/or financial information. You further agree not to engage in any activity which violates the privacy of anyone, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of person or warehouses or offices or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. You acknowledge that your failure to comply with the foregoing shall constitute a material breach of this Agreement.

 

28.    Disclaimer of Warranties

 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Banta Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT (INCLUDING MOBILE DEVICES), COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE Banta PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BANTA PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY BANTA PLATFORM LINKED TO IT.

 

YOUR USE OF THE BANTA PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE BANTA PLATFORM IS AT YOUR OWN RISK. THE BANTA PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE BANTA PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BANTA NOR ANY PERSON ASSOCIATED WITH BANTA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE BANTA PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER BANTA NOR ANYONE ASSOCIATED WITH Banta REPRESENTS OR WARRANTS THAT THE BANTA PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BANTA PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE BANTA PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BANTA PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

BANTA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

29.    Limitation on Liability

 

IN NO EVENT WILL BANTA, ITS AFFILIATES OR THEIR LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE BANTA PLATFORM, ANY BANTA PLATFORMS LINKED TO IT, ANY CONTENT ON THE BANTA PLATFORM OR SUCH OTHER BANTA PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BANTA PLATFORM OR SUCH OTHER BANTA PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 

THE AGGREGATE LIABILITY OF BANTA, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PR, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE BANTA PLATFORM OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO BANTA FOR ACCESS TO AND USE OF BANTA PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO CLAIM; OR (B) $100.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF USE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE. THE LIMITATIONS IN THIS SECTION 26 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

30.    Indemnification

 

You agree to defend, indemnify and hold harmless Banta, its affiliates, licensors and service Partners, 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 this Agreement or your use of the Banta Platform, including, but not limited to, any use of the Banta Platform's content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the Banta Platform.

 

31.    Dispute Resolution; Arbitration of Claims

 

Generally, in the interest of resolving disputes between you and Banta in the most expedient and cost effective manner, YOU AND BANTA MUTUALLY AGREE THAT EVERY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BANTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

a.    Exceptions. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

 

b.    Arbitrator. Any arbitration between you and Banta will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the International Court of Arbitration ("ICA"), as modified by this Agreement, and will be administered by the ICA. The ICA Rules and filing forms are available online at www.iccwbo.org, or by contacting Banta.

 

c.    Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by mail(signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice"). Banta's address for Notice is: Banta, Marketplace Nigeria Limited, 1129 Zakariya Maimalari Street, Central Business District, Federal Capital Territory Abuja, Nigeria, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Banta may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Banta must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Banta will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Banta in settlement of the dispute prior to the arbitrator's award; or (iii) ₦100,000.

 

d.    Fees. If you commence arbitration in accordance with this Agreement, Banta will reimburse you for your payment of the filing fee, unless your claim is for more than ₦500,000, in which case the payment of any fees will be decided by the ICA Rules. Any arbitration hearing will take place at a location to be agreed upon in Abuja, Nigeria, but if the claim is for ₦500,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the ICA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the ICA Rules. In that case, you agree to reimburse Banta for all monies previously disbursed by it that are otherwise your obligation to pay under the ICA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

 

e.    No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND BANTA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Banta agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permitted under applicable law.

 

f.    Modifications to this Arbitration Provision. If Banta makes any future change to this arbitration provision, other than a change to Banta's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Banta's address for Notice, in which case your account with Banta will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

 

g.    Enforceability. If any part of this section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in this Agreement will govern any action arising out of or related to this Agreement. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

 

h.    Partner Opt Out of Arbitration.  For Partners, arbitration is not a mandatory condition of this Agreement with respect to any dispute or claims brought by Banta against a Partner, or for disputes or claims brought by a Partner against Banta that: (i) are based on an alleged employment relationship between Banta and a Partner; (ii) arise out of, or relate to, Banta’s actual deactivation or suspension of a Partner account or a threat by Banta to deactivate or suspend a Partner account; (iii) arise out of, or relate to, Banta’s actual termination of a Partner’s Agreement with Banta ,or a threat by Banta to terminate a Partner’s Agreement; or (iv) arise out of, or relate to, Good Fees (as defined in this Agreement, including Banta’s Use Fee or tips, other than disputes relating to referral bonuses, other Banta promotions, or consumer-type disputes (the subset of Claims in subsections (i)-(iv) shall be collectively referred to as “Partner Claims”).

 

If you do not want to be subject to this Dispute Resolution provision with respect to Partner Claims, you may opt out by notifying the Banta in writing of your decision, either by sending, within thirty (30) days of the date you receive this Agreement, (1) an electronic mail to team@Banta.ng stating clearly your name and intent to opt out of this Dispute Resolution provision or (2) by sending a letter Mail, or by any nationally recognized delivery services, or by hand delivery to: Legal Department, Banta Marketplace Nigeria Limited, 1129 Zakariya Maimalari Street, Central Business District, Federal Capital Territory Abuja, Nigeria. To be effective, the letter under option (2) must clearly indicate your intent to opt out of this Dispute Resolution Provision, and must be dated and signed.  If hand delivered, the signed letter must be received within thirty (30) days of your receipt of this Agreement.  If sent my mail, the letter must be post-marked with a date less than thirty (30) days from the date you receive this Agreement.  Should you choose not to opt out of this Dispute Resolution Provision within the 30-day period, you and the Banta will be bound by the terms of this Dispute Resolution Provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution Provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution Provision.

 

32.    Governing Law; Jurisdiction

 

Except as set forth in Section 28 entitled "Dispute Resolution; Arbitration of Claims", this Agreement is governed and interpreted pursuant to the laws of Nigeria, notwithstanding any principles of conflict of law. For all disputes not subject to arbitration under Section 28 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Nigeria, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

33.    Waiver and Severability

 

No waiver by Banta of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Banta to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

 

34.    Development and Testing

 

For purposes of developing and testing the Banta Platform, on occasion a Banta representative may schedule or perform purchases on the Banta Platform. The contract for such purchases shall between Banta and such Partner and Customer and shall be governed by the applicable terms of this Agreement, including, but not limited, to Section 28 above.

 

35.    Entire Agreement

 

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Banta with respect to the Banta Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Banta Platform.

 

36.    Assignment

 

This Agreement may not be assigned or transferred by you without Banta's prior written consent. You agree that this Agreement and all incorporated agreements may be automatically assigned by Banta, in our sole discretion, in accordance with the "Notice" section of this Agreement.

 

37.    No Agency

 

You and Banta are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.

 

38.    Comments and Concerns

 

All other feedback, comments, requests for technical support and other communications relating to the Banta Platform should be directed to: team@Banta.ng.

 

39.    Notice Regarding Apple

 

If you are using our mobile applications on an iOS device, the terms of this Section 36 apply. You acknowledge that these Terms of Use are between you and Banta only, not with Apple, and Apple is not responsible for the Banta Platform or its content. Apple has no obligation to furnish any maintenance or support services with respect to the Banta Platform. If the Banta Platform fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Banta Platform. Apple is not responsible for addressing any claim by you or any third party relating to the Service or your possession or use of the Banta Platform, including: (a) product liability claims; (b) any claim that the Banta Platform fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third party claim that the Banta Platform or your possession and use of the mobile application infringe that third party's intellectual property rights. You agree to comply with any applicable third party terms when using the Banta Platform. Apple and Apple's subsidiaries are third party beneficiaries of Section 36 of these Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 36 of these Terms of Use against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

40.    Notices

 

Except as explicitly stated otherwise, any notice to Banta shall be given by certified mail, postage prepaid and return receipt requested to:

 

Banta Marketplace Nigeria Limited,

1129 Zakariya Maimalari, 

Central Business District, 

Federal Capital Teritory Abuja,

Nigeria.

Such notices shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the Banta Platform or given to you via the email address you provided to Banta during the registration process or as otherwise listed in your Partner and Customer or Partner account, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Banta during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

 

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND PRIVACY POLICY, AND AGREE THAT MY USE OF THE Banta PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.