Terms of Service

1. INTRODUCTION

Welcome to Codeket Ltd. These Terms of Service ("Terms") govern your access to and use of Codeket's website, software, applications, products, and services (collectively, the "Services"). These Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you") and Codeket Ltd ("Codeket," "Company," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these Terms, you may not access the Services.

We may revise these Terms at any time by updating this page. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

2. DEFINITIONS

For the purposes of these Terms:

• "Account" means a unique account created for you to access our Services or parts of our Services.
• "Client" means any individual or entity that purchases or uses our Services.
• "Content" means any information or data, including but not limited to text, software, scripts, code, designs, graphics, images, sounds, music, videos, applications, interactive features, and other materials that are posted, generated, provided, or otherwise made available through the Services.
• "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
• "Software" means all software, applications, APIs, SDKs, code, and related documentation provided or made accessible to you through the Services.
• "User" means an individual who accesses or uses the Services, including you.

3. ELIGIBILITY

By agreeing to these Terms, you represent and warrant that:

• You are at least 18 years of age;
• You have the legal capacity to enter into these Terms;
• You are not located in a country that is subject to a U.S. government embargo, or that has been designated as a "terrorist supporting" country;
• You are not listed on any U.S. government list of prohibited or restricted parties;
• If you are accepting these Terms on behalf of a company or other legal entity, you have the authority to bind such entity to these Terms.

4. ACCOUNT REGISTRATION AND SECURITY

To access certain features of the Services, you may be required to register for an Account. When you register for an Account, you agree to provide accurate, current, and complete information and to keep this information updated. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security.

We reserve the right to suspend or terminate your Account at our sole discretion, without notice, for conduct that we determine violates these Terms, or is harmful to other Users, us, or third parties, or for any other reason.

5. SERVICES AND SUBSCRIPTION

5.1 Services Description

Codeket provides custom enterprise software, SaaS products, cloud solutions, and AI-powered applications. The specific features and functionality of the Services will be those selected by you and described in the applicable service agreement, order form, or other written or electronic document provided to you by Codeket (collectively, "Order").

5.2 Subscription Terms

For subscription-based Services, your subscription will continue until terminated. To use the subscription Services, you must provide certain payment and billing information. You agree to pay all fees specified in the applicable Order. Unless otherwise specified in the Order:

• All fees are quoted and payable in the currency specified in the Order;
• Payment obligations are non-cancelable, and fees paid are non-refundable;
• We may increase fees for subscription renewals by providing at least 30 days' notice prior to the renewal date;
• Subscription fees are based on purchased subscriptions and not actual usage.

5.3 Custom Software Development

For custom software development services, specific deliverables, timelines, acceptance criteria, and other terms will be set forth in a Statement of Work (SOW) or similar document agreed upon by both parties. Any changes to the scope of work must be agreed upon in writing by both parties through a change order process.

5.4 Cloud Services

For cloud services, we will use commercially reasonable efforts to make the services available 24 hours a day, 7 days a week, except for planned downtime and emergency maintenance. We will provide advance notice of planned downtime whenever possible. During the term of your subscription, we will provide the level of support specified in your Order.

5.5 Service Level Agreements

If applicable, any Service Level Agreements (SLAs) will be specified in your Order or a separate SLA document. SLAs may include provisions regarding uptime, response times, resolution times, and remedies for failure to meet such standards.

6. PAYMENT TERMS

You agree to pay all fees and charges associated with your Account and the Services on the terms set forth in the applicable Order. Unless otherwise specified:

• We will charge the payment method you specify at the time of purchase or as otherwise specified in your Order;
• All amounts payable are exclusive of any sales, use, value-added, withholding, or similar taxes, which you are responsible for paying;
• Payment for subscription Services is due at the beginning of each subscription period;
• Payment for custom development services will be as specified in the applicable SOW;
• Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less);
• We may suspend or terminate your access to the Services if your payment is late.

7. REFUND POLICY

7.1 General Policy

Except as expressly provided in this section, all fees paid are non-refundable. Refunds, when available, will be processed using the same payment method used for the original purchase within 30 days of approval.

7.2 Subscription Services Refunds

For subscription-based Services:

• Trial Period: If we offer a free trial period, you may cancel at any time during the trial without charge.
• Monthly Subscriptions: You may cancel your monthly subscription at any time. Cancellation will take effect at the end of your current billing cycle, and no refund will be provided for the current billing period.
• Annual Subscriptions: For annual subscriptions, you may request a pro-rated refund within 30 days of initial purchase or renewal if you have used less than 25% of the service features during that period.
• Service Failure: If our Services experience significant downtime (more than 48 consecutive hours) not due to scheduled maintenance, you may be eligible for a pro-rated refund or service credit for the affected period.

7.3 Custom Development Services Refunds

For custom development projects:

• Pre-Development Phase: Full refund available if you cancel before development work begins and no deliverables have been provided.
• During Development: Refunds will be calculated based on work completed and milestones achieved as outlined in the SOW. You will be charged for work completed to date.
• Post-Delivery: No refunds available once final deliverables have been accepted and delivered, except in cases of material breach of the agreed specifications.
• Milestone-Based Projects: Payments for completed and accepted milestones are non-refundable.

7.4 Cloud Services and SaaS Refunds

For cloud and SaaS offerings:

• Usage-Based Services: No refunds for consumed resources or usage-based charges.
• Service Level Agreement (SLA) Breaches: Service credits may be provided as specified in applicable SLAs rather than cash refunds.
• Data Storage Services: No refunds for data storage charges once data has been stored, regardless of subsequent deletion.

7.5 Refund Exclusions

Refunds will not be provided in the following circumstances:

• Termination or suspension due to violation of these Terms;
• Services that have been fully delivered and accepted;
• Changes in your business needs or requirements;
• Failure to use purchased Services or access your Account;
• Third-party costs or services arranged through but not provided directly by Codeket;
• Setup fees, onboarding fees, or other one-time charges after services have been initiated;
• Discounted or promotional pricing arrangements.

7.6 Refund Request Process

To request a refund:

• Submit a written request to billing@codeket.com within the applicable refund period;
• Include your account information, order details, and reason for the refund request;
• Provide any supporting documentation if required;
• Allow up to 10 business days for us to review and respond to your request;
• If approved, refunds will be processed within 30 days.

7.7 Service Credits vs. Cash Refunds

At our discretion, we may offer service credits instead of cash refunds. Service credits can be applied to future purchases and are valid for 12 months from the date of issuance. Service credits are non-transferable and have no cash value.

7.8 Chargeback and Dispute Resolution

Before initiating a chargeback with your payment provider, please contact us directly to resolve any billing disputes. Initiating a chargeback may result in immediate suspension of your Services and Account pending resolution of the dispute.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Our Intellectual Property

The Services, including their entire contents, features, and functionality, are owned by Codeket, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms do not grant you any right, title, or interest in the Services, our trademarks, logos, or other intellectual property.

8.2 License to Use the Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal business purposes during the term of your subscription or service agreement.

8.3 License Restrictions

You shall not:

• Copy, modify, or create derivative works based on the Services;
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services;
• Rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer access to the Services;
• Remove, alter, or obscure any proprietary notices on the Services;
• Use the Services to build a competitive product or service;
• Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks;
• Use any automated means to access the Services without our express written permission;
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services.

8.4 Client Content

You retain all right, title, and interest in and to any content, data, information, or materials you provide to us or upload to the Services ("Client Content"). You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute Client Content solely for the purpose of providing the Services to you.

8.5 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby assign to us all rights in the Feedback and agree that we shall have the right to use such Feedback in any manner without restriction and without compensation to you.

8.6 Custom Development Deliverables

Unless otherwise specified in a SOW or other written agreement:

• For custom development services, upon full payment, you will own all custom code and deliverables specifically created for you;
• We retain ownership of all pre-existing code, tools, libraries, methodologies, and know-how used to create the deliverables;
• We grant you a perpetual, worldwide, non-exclusive license to use such pre-existing materials as incorporated into the deliverables.

9. CLIENT RESPONSIBILITIES

You are responsible for:

• Providing accurate and complete information as required for the Services;
• Maintaining the confidentiality of your Account credentials;
• Ensuring that your use of the Services complies with all applicable laws and regulations;
• Obtaining and maintaining all equipment and services needed to access and use the Services;
• Providing timely feedback, approvals, and materials as required for us to perform the Services;
• Ensuring you have all necessary rights to any Client Content provided to us;
• Implementing appropriate security measures to protect your systems and data;
• Backing up your data and content as appropriate.

10. PROHIBITED ACTIVITIES

You agree not to use the Services to:

• Violate any applicable law, regulation, or legal rights of others;
• Transmit or upload any material that contains viruses, trojan horses, worms, or any other harmful or destructive code;
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services;
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
• Harass, abuse, or harm another person, or to impersonate or attempt to impersonate another User or person;
• Use the Services in any way that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services;
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose;
• Introduce any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
• Engage in any activity that could reasonably be considered fraudulent or deceptive.

11. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, product plans, technology and technical information, marketing strategies, financial information, and business policies or practices.

Each party agrees to:

• Protect the other party's Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care;
• Use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms;
• Limit access to the other party's Confidential Information to those employees, agents, or contractors who need such access to perform obligations under these Terms and who are bound by confidentiality obligations at least as restrictive as those herein;
• Not disclose the other party's Confidential Information to any third party without prior written consent, except as required by law.

These confidentiality obligations will survive termination of these Terms for a period of three (3) years, except for trade secrets, which shall be maintained as confidential for as long as they remain trade secrets under applicable law.

12. DATA PRIVACY AND SECURITY

We collect and process personal data in accordance with our Privacy Policy, which is incorporated by reference into these Terms. You acknowledge that you have read and understood our Privacy Policy.

We implement reasonable administrative, technical, and physical safeguards designed to protect Client Content and personal data from unauthorized access, use, or disclosure. However, no method of transmission over the Internet or electronic storage is completely secure. Therefore, we cannot guarantee absolute security.

If you are a business subject to data protection laws such as GDPR, CCPA, or NDPR, and we process personal data on your behalf, additional terms may apply as set forth in a Data Processing Agreement between us.

13. TERM AND TERMINATION

13.1 Term

These Terms will remain in effect until terminated by either you or us as set forth herein.

13.2 Termination by You

You may terminate these Terms at any time by discontinuing use of the Services and closing your Account. If you have a subscription, you may terminate in accordance with the termination provisions in your Order.

13.3 Termination by Us

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including, without limitation, if you breach these Terms. We may also terminate or suspend your access to the Services if you have not accessed the Services for a consecutive 12-month period.

13.4 Effect of Termination

Upon termination:

• All licenses and rights to use the Services will immediately terminate;
• You will cease all use of the Services;
• Any fees accrued before termination remain due and payable;
• We may delete or archive Client Content after a reasonable period following termination;
• Any provisions of these Terms that by their nature should survive termination shall survive termination, including ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.

13.5 Transition Assistance

Upon request and for an additional fee, we may provide reasonable transition assistance to help you migrate data and services following termination.

14. WARRANTY AND DISCLAIMERS

14.1 Service Warranty

We warrant that the Services will materially conform to the documentation or specifications set forth in the applicable Order during the subscription term. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conforming Services, or if we cannot do so within a reasonable time, to terminate the subscription and refund any prepaid, unused fees for the non-conforming Services.

14.2 Mutual Warranties

Each party represents and warrants that:

• It has full power and authority to enter into and perform these Terms;
• These Terms constitute legal, valid, and binding obligations;
• Its performance will not violate any applicable law or regulation or any agreement to which it is bound.

14.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

WE MAKE NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODEKET, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT THEREIN.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY WHETHER SUCH LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. INDEMNIFICATION

16.1 Indemnification by You

You agree to indemnify, defend, and hold harmless Codeket, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Services;
• Any Client Content;
• Your violation of these Terms;
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right;
• Your violation of any applicable law, rule, or regulation.

16.2 Indemnification by Us

We will indemnify, defend, and hold you harmless from and against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe or misappropriate any intellectual property right of a third party; provided that you:

• Promptly notify us in writing of the claim;
• Grant us sole control of the defense and settlement of the claim;
• Provide us with all reasonable assistance at our expense.

16.3 Exclusions

Our indemnification obligations do not apply to claims arising from:

• Your modification of the Services;
• Your use of the Services in combination with any products or services not provided by us;
• Your use of the Services after we notify you to discontinue such use;
• Client Content.

16.4 Remedies

If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may, at our option and expense:

• Obtain the right for you to continue using the Services;
• Modify the Services to make them non-infringing while maintaining substantially equivalent functionality;
• Replace the Services with a functionally equivalent, non-infringing substitute; or
• Terminate the Services and refund any prepaid, unused fees for the terminated Services.

This section states our entire liability and your exclusive remedy for any infringement claims related to the Services.

17. DISPUTE RESOLUTION

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [JURISDICTION], without regard to its conflict of law principles.

17.2 Informal Dispute Resolution

Before filing a claim against each other, the parties agree to attempt to resolve the dispute by contacting the other party and describing the dispute in detail, including proposed resolution. If the parties cannot resolve the dispute within 30 days after notification, either party may pursue legal action as appropriate.

17.3 Arbitration

Any dispute arising from or relating to these Terms or the Services that cannot be resolved through informal negotiation shall be finally settled by binding arbitration administered by [ARBITRATION AUTHORITY] in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in [LOCATION], and the language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

17.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

17.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any Orders or SOWs, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings, whether written or oral.

18.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

18.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Codeket.

18.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

18.5 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and us. Neither party has the authority to bind the other in any respect.

18.6 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, flood, earthquake, or other natural disasters, strikes or labor shortages.

18.7 Notices

Any notices or other communications provided by us under these Terms will be given by posting to the Services or by email to the address you provide to us. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

18.8 Export Control

You agree to comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control.

18.9 Headings

The section titles in these Terms are for convenience only and have no legal or contractual effect.

19. CONTACT INFORMATION

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

• Email: legal@codeket.com
• Address: No. 46, Hassan Usman Rd. Katsina, Nigeria. 820101.
• Phone: +234 9068 149 540