{"ID":"7c19d203-61e4-4b9c-8cae-e4803c21f203","DateCreated":"2023-07-06T13:23:50.118+00:00","DueDate":"2023-07-13T13:23:50.118+00:00","DateSigned":"2023-07-10T13:59:09.302+00:00","IsSigned":true,"Agreement":"

ORLIT TERMS OF SERVICE

ORLIT is an e-commerce platform that offers you the technology and functionality to build and develop your desired store, optimize for searches and manage sales at zero incurred cost. If you apply these functionalities, you can manage your store for a lifetime, without the headache of going back and forth to developers or the usual high maintenance costs.

1.0 Account Terms

To access and use the Services, you must register for an Orlit account. To carry out your Account registration, you must provide us with your full legal name, phone number, a valid email address, and any other information indicated as required. Orlit may reject your application for an Account, or cancel an existing Account, for any reason, at our sole disposition.

You accept that Orlit will use the email address you provide on opening an account or as updated by you from time to time as the primary method for communication with you. Your primary email address you provide to Orlit must be monitored by you and must be capable of both sending and receiving messages.

Orlit will not be liable for any loss or damage from your failure to maintain the security of your Account and password. The security of your password is your own responsibility.

Technical support in respect of the services is only provided to Orlit users.

Questions about the Terms of Service should be sent to Orlit Support.

You agree not to duplicate, reproduce, copy, sell, resell or exploit any portion of the service, use of the services, or access to the Services without the express written permission by Orlit.

To open an account, you must be at least 18 years old.

You agree not to access the Services or monitor any material or information from the Services using any spider, robot, scraper, or other automated means.

You are obliged not to work around or bypass any of the technical limitations of the Services, including processing orders outside Orlit Checkout or using any tool to enable features or functionalities that have not been enabled in the Services.

You understand that your materials may remain unencrypted when transferred and may involve.

transmissions over many networks and
changes to adapt to technical requirements of the connecting devices or networks.

When we say “materials”, we mean your copyrighted content, your trademarks, any photos, videos, graphic or written content, audio files, information, code or other data made available by you or your affiliates to Orlit or its affiliates.

1.1 Account activation

1.1.1 Store owner

The person signing up for the service by opening an account with Orlit will be the contracting party and will therefore be called the “store owner” for the purpose of our Terms of Service. This person will also be authorized to use any corresponding account provided to the store owner regarding the service.

Your responsibility is to ensure that the name of the store owner including the registered name of the store or company that owns the store, if applicable, is clearly visible on the website of the store.

If you are signing up on behalf of an organization or any third party that is not you, this individual or organization will be the store owner. You must use the individual’s or organization’s email address and must show that you have the authority to bind this individual or organization to our Terms of Service.

Your store can only be linked to one Store owner and a store owner can have multiple stores. You must agree to use Orlit Checkout for your store (that is your online store that has been hosted by Orlit or any physical location associated with the account).

1.1.2 Staff Accounts

You can create one or more staff accounts based on your Orlit pricing plan. This allows other people to access the Account. Each staff account must include a legal name and a valid email address. Staff accounts help you to set permissions and let other people that work with you, work in their account without having full access to the organization’s information. The store owner determines the level of access every staff will have to a specific information of the business. For example, you can prevent staff from changing general store settings or limit a staff account access to just customer information and sales.

As the store owner, you are responsible for

making sure that your employees, subcontractors and agents, including via staff accounts, comply with these Terms of Service.
any violation of these Terms of Service by your employees, agents and subcontractors.

The Store owner must agree and acknowledge that you will be responsible for the performance of all the obligations under the Agreement, regardless of whether it sublicenses any of these obligations to a third party including but not limited to any subsidiaries or affiliates of the store owner.

The Store Owner and the users under the Staff Accounts are each referred to as an “Orlit User”.

2.0 Acceptable Use Policy

The aim of this Acceptable Use of Policy (AUP) is to provide a framework for the responsible use of the platform in a way that e-commerce is safe, legal and profitable for everyone. It outlines the activities that are not allowed as regards your use of our services.

The following activities are hereby disallowed on our platform:

Harassment, defamation, threat and bullying: Materials, goods or services that harass, defame, bully or threaten any individual cannot be posted or offered for sale.
Proprietary rights: You cannot post or upload materials as well as offer goods and services that violate the trademark or copyright of others.
Personal and confidential information of others: Materials that have sensitive or confidential information of an individual, such as account passwords, bank cards, or national ID numbers may not be allowed, except the owner of the information grants access or officially authorizes it.
Illegitimate activities: unauthorized goods or services, or materials that are against the ethics in which your business operates cannot be allowed.
Spam: You cannot use Orlit Services to convey unsought electronic messages.
Child abuse: You will not be allowed to post, upload or sell goods or services that take advantage or abuse children in any form.
Prohibited Items: You will not be allowed to offer goods or services that are proscribed or restricted.
Terrorist organizations: You cannot post, upload Materials or offer goods or services that suggest, finance, promote or support a terrorist organization.
Self-harm: You cannot sell goods or services, or post or upload items that suggest or promote self-harm.
We can remove any items, and suspend or terminate your account or access to our services without notice if you engage in any activities that violate the letter or spirit of this Terms of Service including activities outside of your use of the service.
Spiteful and misleading practices: You cannot use the Services to transmit malicious software or host exploiting pages. You may not perform activities that harm or disrupt the operation of the Services or other infrastructure of Orlit or others. You cannot use the Services for misleading commercial activities or any other illegal or fraudulent activities.
Orlit can amend this Terms of Service, including the list of prohibited Items, at any time by posting an edited version at https://www.orlit.net As you continue to use the Services or access your account after an edited version of the Terms of Service, you agree to abide to the latest version of the Terms of Service.
Orlit has the right to investigate or monitor any materials and your use of the Services at any time for assent with this Terms of Service, or any other agreement between you and Orlit governing your use of the Services. Our resolve of whether a violation of this Terms of Service has occurred will be final and binding, and any decision taken with respect to enforcing this Terms of Service, including taking decision at all, will be at our sole judgment.
Feel free to contact us at https://www.orlit.net if a user of the Services has breached this Terms of Service.

3. Your Responsibilities

As a store owner, you agree and acknowledge providing your contact information, a refund policy and order fulfillment timelines on your Orlit Store.

You agree and acknowledge that Orlit Services are not a marketplace, and any sale contract made through the Services is directly between you and the customer.

You are the seller and you are responsible for keeping record of all the items you sell through the Services. You are in charge of creating and operating your Orlit store, the goods and/ or services you may sell through the Services, your materials and all the aspects of the transactions between you and your customer(s).

This includes, but is not limited to, authorizing the charge to the customer regarding their purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service.

You agree and acknowledge that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Orlit will not be the seller or merchant and will have no responsibility for your Store or items sold to customers through the Services.

You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

You may not use the Orlit Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws applicable to you in your customer’s jurisdiction).

You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Services and your performance of obligations under the Terms of Service.

4. Orlit Rights of Use

The Services have a variety of functionalities and features. It is worthy of note that not all Services or features will be accessible to all Merchants at all times and we are not obliged to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve every right to make modifications to the Services or any part thereof for any reason, without prior notice and at any time.

Orlit does not and will not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, especially if it has been determined in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Verbena (the company that owns Orlit) employee, member, or officer will not be tolerated for any reason and will result in immediate Account termination.

We also reserve every right to provide our Services to your competitors and make no promise of exclusivity. You further agree and acknowledge that Verbena (the company that owns Orlit) employees and contractors may also be Orlit customers or merchants and that they may compete with you, although they will not use your Confidential Information.

In case dispute arises as regards to Account ownership, we reserve the right to request documentation that will help determine or confirm Account ownership. Documentation will include, but is not limited to, a scanned copy of your Corporate Affairs Commission (CAC) certificate of registration, government issued photo ID, the last four digits of your bank card on file, or confirmation of your status as an employee or owner of the entity in question.

Upon provision of the above documents, Orlit reserves the sole right to determine rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Orlit reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

5. Payment of Services’ Fees and Taxes

You are to pay fees applicable to your subscription to the Services as well as any other applicable fees relating to the value of sales made through your Store when using any payment provider and any fees relating to your purchase or use of any products or services including but not limited to Third Party Services. All these additional fees, subscription fees, commission fees and transaction fees are herein referred to as “Fees”.

Orlit will invoice you of applicable fees and will continue to charge these fees until the Services are terminated and any or all outstanding fees have been paid in full. Unless otherwise stated, all Fees and other charges will be in Nigerian Naira (NGN) and all payments will be in the Nigerian currency.

Subscription Fees are to be paid in advance and will be billed annually (that is every year starting from the actual date of the following year you signed up for the Services also known as “Billing Date”). Transaction Fees will be charged per transaction based on the rate charged by Flutterwave (Orlit's payment processor) or any other payment processor Orlit partners with.

Commission Fees are to be paid in arrears and will be billed monthly (that is every month on the first day of the following month known as the \"Billing Date\") based on the commission band your volume of orders in the billed month fall into. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the Primary Email Address provided. Users have approximately one week (5 working days) to bring up and settle any issues with the billing of Fees.

If we do not receive payment of Fees within 28 days of sending invoice for Subscription Fees or 5 days for Commission Fees, we have the sole right to suspend and revoke access to your Account and the Services. Your account will only be reactivated if you have paid up all outstanding Fees and additional charges applicable to your next billing cycle.

If the outstanding Fees and additional charges remain unpaid for 60 days following the date of suspension, Orlit reserves every right to terminate your Account.

All Fees are exclusive of applicable federal, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (hereinafter known as “Taxes”).

It is your sole responsibility to pay all applicable Taxes that arise as a result of your subscription to and purchase of Orlit’s products and services. Orlit will charge these Taxes and they will be calculated based on the tax rates applicable to the billing address provided to us by you. These Taxes as well as the Fees for such products and services will be billed and invoice sent to registered account.

If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption which includes but not limited to an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive satisfactory evidence of your exemption. If you are not charged Taxes by Orlit, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to Orlit under these Terms of Service will be paid free of any deductions or withholdings whatsoever. Other than Taxes charged by Orlit to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Orlit will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale made on your Orlit Store or your use of the Services. You must maintain an accurate location in the admin console of your Orlit Store. If you change address, you must promptly update your location in the admin console of your Store. Orlit does not provide refunds.

6. Confidential Information

“Confidential Information” includes but is not limited to, any and all information disclosed by either party to the other party under these Terms of Service, either directly or indirectly, verbally or written. It is information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

Orlit’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees not to use any Confidential Information of the other party except as expressly permitted in these terms or as expressly authorized. Each party agrees not to disclose any Confidential Information of the other party, to third parties except as provided in these Terms.

Each party agrees that it will take all reasonable measures to protect its own proprietary information and avoid disclosure, duplication and unauthorized use of the Confidential Information of the other party.

Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of these Terms of Service and who are informed of the obligation to keep such disclosure in confidence, and each party shall be responsible to ensure that its officers, employees, consultants and legal advisors comply with the restrictions set forth herein. No copy of the Confidential Information of either party shall be made except as appropriate to perform its obligations pursuant to these Terms. Each party shall reproduce the other party's proprietary rights with written notice on any of such copies.

Confidential Information will not include any information that the receiving party can prove:

(A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;

(B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or

(C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7. Limitation of Liability and Indemnity

As the Store Owner, you expressly understand and agree that Orlit shall not be liable for any claim, injury, loss or damages (direct, indirect, incidental, consequential or any other kind whatsoever, whether foreseeable or not, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Orlit partners, officers, directors, agents, employees harmless from any claim or demand, including court costs and reasonable professional fees, made by any third party resulting from

(a) your breach of these Terms of Service or the documents it incorporates by reference;

(b) or your violation of any law or the rights of a third party; or

(c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.

You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Orlit does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

Orlit does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

Orlit is not responsible for any of your tax obligations or liabilities related to the use of Orlit’s Services.

Orlit does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

8. Intellectual Property and Use of Materials

8.1 Orlit Intellectual Property

We are the owner of all intellectual property rights on our website and in the materials published on it. This includes, but is not limited to, all trademarks, logos, business names, trading names, database rights, copyright, design rights and any other intellectual property rights.

You agree and acknowledge that you may not use any trademarks, logos, or service marks of Orlit, whether registered or unregistered, including but not limited to the word mark ORLIT, the shopping cart design mark (“Orlit Trademarks”) unless you are authorized to do so by Orlit in writing. You agree not to use or adopt any marks that may be considered confusing with the Orlit Trademarks. You agree that any variations or misspellings of the Orlit Trademarks would be considered confusing with the Orlit Trademarks.

You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Orlit or Orlit Trademarks or that use or include any terms that may be confusing with the Orlit Trademarks.

You acknowledge and agree that the Terms of Service do not give you any right to implement Orlit patents.

8.2 Privacy and Data Protection

Orlit is strongly committed to protecting the privacy of your confidential information and that of your customers. By using the Service, you acknowledge and agree that Orlit’s collection, usage and disclosure of this confidential information is governed by our Privacy Policy.

8.3 Copyright Infringement and Takedown Procedure

Orlit mandates the support and protection of intellectual property and asks her merchants to do the same. It’s our policy to frown at any notices of alleged copyright infringement. If anyone sees that one of our merchants is infringing their intellectual property rights, they can send a copyright infringement notice to Orlit’s support desk. Upon receiving this notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification if they object to the complaint. The main complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.

8.4. Your Materials

We do not lay claim to ownership of the Materials you provide to Orlit; however, we do require a license to those Materials. You grant Orlit a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Orlit and agree that this waiver may be invoked by anyone who obtains rights in the materials through Orlit, including anyone to whom Orlit may transfer or grant (including by way of license or sublicense) any rights in the Materials.

Should in case you owned the Materials before providing them to Orlit then, in spite of uploading them to your Orlit Store they remain your own, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Orlit Store at any time by deleting your Account. Removing your Orlit Store does not guarantee any rights or licenses granted to the Materials that Orlit requires to perform any duty that arose during the Term.

You oblige that Orlit can, at any time, review and delete any or all of the Materials submitted to the Services, although Orlit is not mandated to do so.

You accord Orlit a transferable, non-exclusive, sub-licensable, royalty-free, worldwide right and license to use the names, service marks, logos and trademarks associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our duties and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Orlit requires the license to exercise any rights or perform any obligations that arose during the Term.

9. Suspension and Termination of Services

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below.

You can cancel your Account and terminate the Terms of Service at any time by contacting Orlit Support and then following the specific instructions indicated to you in Orlit’s response.

We may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without damage to any rights or obligations which arose prior to the date of termination.

Upon termination of the Services by either party for any reason:

Orlit will stop providing you with the Services and you will no longer be able to access your Account; unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; any outstanding balance owed to Orlit for your use of the Services through the effective date of such termination will immediately become due and payable in full; and your Orlit Store will be taken offline.

If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

9.1 Modifications

We have the right to modify or amend any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Orlit admin, or by similar means.

However, Orlit may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect

(i) for legal, regulatory, fraud and abuse prevention, or security reasons; or

(ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms. Your continued access to or use of the Services after we provide such notice or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

We may change the Fees for the Services from time-to-time. In a situation where this happens, we will provide you with 30 days advance notice prior to any changes in Fees by sending an email to the Primary Email Account through the Orlit administrative console, or by similar means. We will not be liable to you or to any third party for any modification, price change, suspension or termination of the Services.

10. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Orlit and govern your use of the Services and your Account, superseding any prior agreements between you and Orlit (including, but not limited to, any prior versions of the Terms of Service).

The failure of Orlit to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

Except for Orlit and its affiliates, you or your affiliates, unless otherwise stated in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

The Terms of Service is currently and only available in English language.

All the terms and provisions of the Terms of Service will be binding upon and adjusted to the benefit of the parties to the Terms of Service and their legal representatives. Orlit will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Orlit’s prior written consent, to be given or withheld in Orlit’s sole discretion.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

On termination, all related rights and obligations under the Terms of Service will be immediately terminated, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1.0 (Account Terms), 5 (Payment of Fees and Taxes), 6 (Confidential Information), 7 (Limitation of Liability and Indemnity), 8 (Intellectual Property and Use of Materials), 9 (Suspension and Termination), 9.1 (Modifications), and 10 (General Conditions) will survive the termination or expiration of these Terms of Service.

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