Terms and Conditions

 

 

Introduction

 

Ideasmarketplace Limited ("we") operates an e-commerce platform consisting of a website and mobile application ("marketplace"), together with payment infrastructure, for the sale and purchase of intellectual property in Nigeria and worldwide ("territory"). These general terms and conditions apply to purchasers, licensees, licensors, and vendors on the marketplace and will govern your use of the marketplace and our other services.

By using our marketplace, you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of it, we advise that you do not use our marketplace.

If you use our marketplace in the course of a business, commercial activity or other organisational projects, then by so doing you:

confirm that you have the necessary authority to agree to these general terms and conditions;

bind both yourself and the person, company or other legal entity that operates that business or organisational project, to these general terms and conditions; and

agree that "you" in these general terms and conditions will refer to both the individual user and the relevant person, company or legal entity unless the context requires otherwise.

Registration and account

you cannot register with our marketplace if you are under 18 years of age (by using our marketplace or agreeing to these general terms and conditions, you hereby state that you are at least 18 years of age).

If you are not at least 18, you must be at least 13 years old and may access and/or use the website only in conjunction with, and under the supervision of, your parent or guardian. If you do not qualify, you may not access or use the advisory service.

You may register for an account with our marketplace by completing and submitting the registration form.

You represent and warrant that all the information provided in the registration form is complete and accurate.

If you register for an account with our marketplace, you will be asked to provide an email address/user id and password and you agree to:

keep your password confidential;

notify us in writing immediately (using our contact details) if you become aware of any disclosure of your password; and

be responsible for any activity on our marketplace arising out of any failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.

Ideasmarketplace offers website and site services for business purposes. To register for an account or use the site and site services, you represent that you:

are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the country in which you conduct business); or

are an employee or agent of independent business and you are authorised to act for and bind the business (whether it be as a self-employed individual/sole proprietor, partnership, a corporation, limited liability company, or other entity); and

will use the site and site services for business purposes only;

will comply with any licensing, registration, or other requirements concerning your business, or the business for which you are acting.

Your account will be used exclusively by you and you will not transfer your account to any third party. If you authorise any third party to manage your account on your behalf this will be at your own risk.

We may suspend or cancel your account, or edit your account details, at any time in our sole discretion and without notice or explanation.

We reserve the right to refuse registration to join ideasmarketplace or to add an account of any type (i. E. , as a vendor or purchaser), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

You may cancel your account on our marketplace subject to our final verification.

You agree not to request or allow another person to create an account on your behalf, for your use, or your benefit, except that an authorised employee or agent may create an account on behalf of your business or company.

By granting other person access to your account, you state that:

the user is authorized to act on your behalf; and

you are fully responsible and liable for the users' acts and omissions, including for obligations and liabilities relating to making payments and entering into contracts and the terms of service. If any such user violates the terms of service, it may affect your ability to use the site and site services. Upon closure of an account, ideasmarketplace may close any or all related accounts.

Purpose of Ideasmarketplace

this section discusses what ideasmarketplace does and does not do when providing the site and site services and some of your responsibilities when using the site to find or enter into a contract with a vendor or purchaser as detailed below.

The site is a marketplace where vendors and purchasers can identify each other and advertise, buy, and sell intellectual property online. Subject to the terms of service, ideasmarketplace provides the site services to users, including hosting and maintaining the site, facilitating the formation of sales and licensing contracts, and assisting Users in resolving disputes which may arise in connection with those contracts.

Acceptable policies

you agree to comply with applicable ideasmarketplace policies, including the ideasmarketplace acceptable use policy, ideasmarketplace privacy policy, and all copyright notices, as posted on ideasmarketplaces website.

Terms and conditions of sale

you acknowledge and agree that:

the marketplace provides an online location for vendors to sell and purchasers to purchase intellectual property;

we shall accept binding sales and licensing on behalf of vendors, but ideasmarketplace is not a party to the transaction between the vendor and the purchaser;

a contract for the sale and purchase of any intellectual property will come into force between the purchaser and vendor, and accordingly, you commit to buying or selling the relevant intellectual property, upon the purchasers confirmation of the purchase via the marketplace; and

a licensing agreement will come into force when the licensee commits to use the rights of the licensor subject to the terms and conditions agreed upon, upon the licensors confirmation of payment via the marketplace.

Subject to these general terms and conditions, the parties terms of business shall govern the contract for sale or licensing agreement between the parties. Notwithstanding this, the following provisions will be incorporated into the contract of sale or licensing between them:

the price for intellectual property will be as agreed by the parties or as listed in the listing of the intellectual property;

the price for the intellectual property must include all taxes and comply with applicable laws in force from time to time;

intellectual property must be of satisfactory quality, fit and safe for any purpose specified in, and conform in all material respects to, the intellectual property listing and any other description of the intellectual property supplied or made available by the vendor/licensor to the purchaser/licensee; and

the vendor/licensor represents that he has good title to, and is the sole legal and beneficial owner of the intellectual property and that the intellectual property is not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings

payment

you must make payments due under these general terms and conditions under the payments information and guidelines on the marketplace.

Content

in these general terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our marketplace for storage or publication, processing by, or onward transmission; and all communications on the marketplace, including intellectual property reviews, feedback and comments.

Your content, and the use of your content by us under these general terms and conditions, must be accurate, complete and truthful.

Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet, and must not:

be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually explicit;

depict violence in an explicit, graphic or gratuitous manner; or

be blasphemous, in breach of racial or religious hatred or discrimination legislation;

be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;

cause annoyance, inconvenience or needless anxiety to any person.

Your content must not be illegal or unlawful, infringe any person's legal rights, or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or breach:

any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property rights;

any right of confidence, right of privacy or right under data protection legislation;

any contractual obligation owed to any person; or

any court order

you must not use our marketplace to link to any website or web page consisting of or containing material that would, were it posted on our marketplace, breach the provisions of these general terms and conditions.

You must not submit any material to our marketplace that is the subject of any threatened or pending legal proceedings or other similar complaints.

You must not interfere with a transaction by:

contacting another user to buy or sell an item listed on the marketplace outside of the marketplace; or

communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller or item; or

contacting another user with the intent to collect any payments.

You acknowledge that all users of the marketplace are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. You shall not send them personal information including but not limited to, account information, bank details, credit card details, debit card details or any other form of personal information.

We may periodically review your content and we reserve the right to remove any content at our discretion for any reason whatsoever.

If you learn of any unlawful material or activity on our marketplace or any material or activity that breaches these general terms and conditions, you may inform us by contacting us.

The following rights to use your content are given expressly to ideasmarketplace:

you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content across our marketing channels and any existing or future media.

You grant to us the right to sub-license the rights licensed under this section.

You grant to us the right to bring an action for infringement of the rights licensed under this section.

Notwithstanding our other rights under these general terms and conditions, if you breach our rules on content in any way, or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish or edit any or all of your content.

Use of website and mobile applications

in this section, the words "marketplace" and "website" shall be used interchangeably to refer to ideasmarketplaces website and mobile applications.

You may:

view pages from our website in a web browser;

download pages from our website for caching in a web browser;

print pages from our website for your own personal and noncommercial use;

stream audio and video files from our website using the media player on our website; and

use our marketplace services through a web browser, subject to the other provisions of these general terms and conditions.

Except as expressly permitted by this section or the other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.

You may only use our website for business purposes in respect of selling. Licensing or purchasing intellectual property on the marketplace

except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.

Unless you own or control the relevant rights in the material, intellectual property or listing, you must not:

republish material from our website (including republication on another website);

sell or sub-license material from our website;

show any material from our website in public;

exploit material from our website for a commercial purpose; or

redistribute material from our website.

Notwithstanding paragraph 8(f), you may forward links to intellectual property on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website.

You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

You must not:

use our website in any way or take any action that causes, or may cause, damage to the website or impair the performance, availability, accessibility, integrity or security of the website;

use the content on our website in any way that is unethical, unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

hack or otherwise tamper with our website;

probe, scan or test the vulnerability of our website without our permission;

circumvent any authentication or security systems or processes on or relating to our website;

use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, trojan horse or other malicious computer software;

impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);

decrypt or decipher any communications sent by or to our website without our permission;

conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or concerning our website without our written consent;

access or otherwise interact with our website using any robot, spider or other automated means, except for search engine indexing;

use our website except through our public interfaces;

use data collected from our website for any direct marketing activity (including without limitation email marketing, sms marketing, telemarketing and direct mailing); or

do anything that interferes with the normal use of the website.

Intellectual property

subject to the express provisions of these general terms and conditions:

we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

all the copyright and other intellectual property rights in our website and the material on our website are reserved.

Ideasmarketplaces logos and our other registered and unregistered trademarks are trademarks belonging to us; we do not permit the use of these trademarks, and such use may constitute an infringement of our rights.

The third-party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

Data privacy

vendors/licensors agree to the processing of their data following the terms of ideasmarketplaces privacy and cookie notice.

Ideasmarketplace shall process all personal data obtained through the marketplace and related services following the terms of our privacy and cookie notice and privacy policy.

Vendors/licensors shall be directly responsible to purchasers/licensees for any misuse of their data and ideasmarketplace shall bear no liability to purchasers/licensees in respect of any misuse by vendors/licensors of their data

limitation of liability

under no circumstances will ideasmarketplace, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party information providers are liable to you or any other party for damages arising out of or in a connection with any act or omission by you or another person or entity, any failure or delay in making ideasmarketplace websites available to you for any reason at any time, or content or information accessed while you use ideasmarketplace websites, any cause of action resulting from your use or attempted use of ideasmarketplace websites in any manner, or any transaction performed or attempted to be performed on or through ideasmarketplace website. This is a comprehensive limitation of liability that applies to damages of any kind, including compensatory, incidental, consequential, direct, indirect, punitive, or special damages, whether in contract, tort, strict liability, or otherwise, including, without limitation, lost profits or revenue, loss of opportunity, and cost of replacement services.

Indemnification

you agree to indemnify, defend and hold harmless ideasmarketplace, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party information providers from and against all claims, demands, actions, losses, expenses, damages and costs, including reasonable attorneys' fees, made by a third party arising from or in connection with any violation of this agreement or applicable law by you, any violation of any rights of a third party by you, and any information or content that you submit, use, post, transmit, or make available to ideasmarketplace, including provided through ideasmarketplace website.

Variations

we may revise these terms of use at any time by amending this page. You should check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

Force majeure

ideasmarketplace is not liable for failure to perform its obligations if such failure includes (but is not limited to acts of god, enemy hostilities, fire outbreak, flood, lightning strikes, earthquakes, storm, hurricane and or other natural disasters) war, invasion, an act of foreign enemies (regardless of whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped political powers or confiscation, terrorist activities, nationalisation, government sanction, embargo, labour dispute, strike, lockout, or industrial action or failure of electricity or telecommunications services across the country, the action of regulatory authorities, or local or national government or authorities or any event that can be reasonably termed a force majeure.

Notwithstanding anything contained in these terms to the contrary, neither party shall be liable to the other for any delay, failure in performance of any part of this agreement (other than for payment obligations) or damages suffered to the extent that such delay or failure is attributable to a force majeure event or any event that may be reasonably termed as a force majeure.

Breach of general terms and conditions

if we permit the registration of an account on our marketplace it will remain open, subject to these general terms and conditions.

If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any ideasmarketplace codes, policies or guidelines in any way we may:

temporarily suspend your access to our marketplace;

permanently prohibit you from accessing our marketplace;

block computers using your ip address from accessing our marketplace;

contact any or all of your internet service providers and request that they block your access to our marketplace;

suspend or delete your account on our marketplace; and/or

commence legal action against you, whether for breach of contract or otherwise.

Where we suspend, prohibit or block your access to our marketplace or a part of our marketplace you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/0or using a different account).

Governing law

this agreement is governed by and construed under the laws of the federal republic of nigeria, without regard to its conflict of laws principles. The courts within the country have exclusive jurisdiction over and venue of any suit that relates to this agreement. You are responsible for ensuring that your conduct is at all times in compliance with all applicable laws, rules and regulations.

Miscellaneous

ideasmarketplace's failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms shall be deemed unlawful, void, or for any reasons unenforceable, then that provision shall be deemed severable from the terms and shall not affect the validity and enforceability of any remaining provisions.

You agree that any legal action or proceeding between ideasmarketplace and you for any purpose concerning these terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in lagos. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this agreement.

Ideasmarketplace may assign its rights and duties under this agreement to any party at any time without notice to you. Your rights and duties under these terms are not assignable by you without the written consent of ideasmarketplace. These terms do not provide any third party with a remedy, claim, or right of reimbursement. You must file any claim or suit related to our site within six months after it arises.

Ideasmarketplace may make changes to the information provided in this site, or to the intellectual property or services provided herein, at any time without notice. However, ideasmarketplace has no obligation to provide such modifications or updates, or to continue to provide access to this site and may discontinue this site at any time in its sole discretion.

Dispute resolution

any dispute as to the terms, conditions or any clause in this agreement and/or as to the subject matter shall be resolved or determined following the provisions of this clause.

Any such dispute shall in the first instance be referred to be settled by negotiation between ideasmarketplace or its representative and you. All information exchanged during these negotiations shall be regarded as without prejudice communications for settlement negotiations and shall be treated as confidential by the parties and their representatives, unless otherwise required by law.

The parties hereby agree that all disputes, which arise between the parties, and which have not been resolved through negotiation within twenty (20) business days shall be subject to mediation at the lagos state multi-door courthouse (lmdc) following their rules. The costs of mediation shall be borne individually by the licensor and licensee.