These Terms of Service are a contract between you and Termii Webtech Limited/Termii Inc. (referred to in these Terms of Service as "Termii", "us", "we" or "our"), the provider of the Termii website and the services accessible from the Termii website (which are collectively referred to in these Terms of Service as the "Termii Service"). You are agreeing to be bound by these Terms of Service. If you do not agree to these Terms of Service, please do not use the Termii Service. In these Terms of Service, "you" refers both to you as an individual and to the entity you represent. If you violate any of these Terms of Service, we reserve the right to cancel your account or block access to your account without notice.

1. Your Account
1.1 Eligibility. Your account must be registered by a human. Accounts registered by "bots" or other automated methods are not permitted. Additionally, you must be 18 years of age or older.

1.2 Registration Information. You must provide a valid permanent email address, along with any other information required by Termii during the registration process. One person or legal entity may not maintain more than one free account.

1.3 Password. You are responsible for maintaining the security of your account and password. We will not be liable for any loss or damage from your failure to comply with this security obligation.

1.4 Restrictions. You agree not to use the Termii service in or for any illegal, unauthorized or improper manner or purpose and agree that the Termii Service will only be used in a manner that complies with all applicable laws, rules, and regulations including all applicable state, federal and international internet, data, telecommunications, telemarketing, “spam”, and import/export laws and regulations. Without limitation, you agree that you will not breach this restriction by:
a. distributing any virus, trap door, or other harmful or disruptive computer code, mechanism or program;
b. covering or obscuring any notice, legend, warning, or banner contained on the Termii Service;
c. interfering with or circumventing any security feature of the Termii Service or any feature that restricts or enforces limitations on use of or access to the Termii Service;
d. infringing or violating the rights of any other party, including without limitation any intellectual property rights, including copyright laws, or rights of privacy or publicity
e. distributing obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causing embarrassment to any other person as determined by Termii in its sole discretion; or
f. deliberately misleading anyone as to your identity, impersonating another, or falsely identifying the source of any information.
g. disseminate any material that would expose us or any related third party to Liability.

2. Payment, Refunds, Upgrading, and Downgrading
2.1 A valid credit card is required for automated payments. Payment may also be made via cheque, bank transfer, or other payment methods that may be enabled from time to time. Free accounts are not required to provide a credit card number.

The Termii Service is billed in advance by our pricing schedule. There will be no refunds or credits for partial months of service, annual payments, or refunds for months unused with an open account rather the credits will be accounted for and automatically rolled over into the subsequent month. To treat everyone equally, no exceptions will be made.

Termii does not guarantee refunds for non-delivery of SMS to end-users as we are charged based on the volume of messages that we submit to the Mobile Network Operators (“MNO”). Delivery may be unsuccessful if the status of the phone number provided has Do Not Disturb (“DND”) activated, barred, or otherwise unavailable.

2.4 Refunds will only be made where non-delivery is as a result of any fault of Termii.

2.5 All fees are exclusive of all taxes, levies, or duties imposed by applicable taxing authorities and you will be responsible for payment of any applicable taxes, levies, or duties. You agree to pay for any taxes that might apply to your use of the Termii service or payments made by you in connection with your use of the Termii Service.

3. Violation of these Terms of Service
We reserve the right to investigate and institute action for violations of any of these Terms of Service to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms of Service. You acknowledge that Termii has no obligation to prescreen or monitor your access to or use of the Termii Service or any information, materials, or other content provided or made available through the Termii Service, but has the right to do so. You hereby agree that Termii may, in the exercise of our sole discretion, remove or delete any data, accounts, or other content that violates these Terms of Service or that is otherwise objectionable.

4. Termination
4.1 Termii reserves the right to terminate any free accounts that do not have any activity (replies or logins) for sixty (60) days, or trial accounts without a payment method thirty (30) days after expiration.

4.2 Termii in its reasonable discretion has the right to suspend your account if you materially breach these Terms of Service. Any eventual termination of your account will result in the deactivation or deletion of your account, denial of access to your account, and the removal of all content in your account. Unused funds in your account will be refunded within seven (7) days from termination.

5. Modifications to the Termii Site and Prices
5.1 We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Termii service (or any part thereof), systems, structures, or mode of operation such as its billing options, features, or messaging channels. However, we will make our very best efforts to promptly notify customers of any upcoming changes, system maintenance, and /or service disruptions.

5.2 Prices of all Termii Service plans are subject to change. If Termii does for any reason have to remove the plan you are on or require an upgrade to a current plan, we will provide you with at least forty-eight (48) hours’ notice via email.

5.3 We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Termii Service.

5.4 We reserve the right, in our sole discretion, to change, modify, add to, supplement, or delete any portion of these Terms of Service at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email. Any queries about the changes or other requests may be directed to our support at tech@termii.com.

5.5 If any future changes to these Terms of Service are unacceptable to you or cause you to no longer comply, you must immediately stop using the Termii Service. Your continued use of the Termii Service following any revision to this Agreement constitutes your complete acceptance of any such changes. Any new features that augment or enhance the current Termii Service, including the release of new tools and resources, will be subject to these Terms of Service.

6. Intellectual Property and Content Ownership

6.1 We claim no ownership rights over the content submitted or created exclusively by you in your use of the Termii service account. Any content that is yours remains yours. These Terms of Service do not grant us any licenses or rights to your content except for the limited rights needed for us to provide the Termii Service to you.
6.1.1 Similarly, any reporting data we collect from your use of the Termii service remains yours. By using the Termii service you agree that we can use this data solely to provide the Termii service, and you also agree that as long as the data is anonymized and does not identify you or products or services, we can combine this anonymized data with the anonymized data of other companies solely to provide benchmarking, public reports or to otherwise use it to provide the Termii service and nothing else. Termii shall ensure compliance with the provisions of the Nigeria Data Protection Act 2023 as amended from time to time in respect of data security and privacy, collection, and use of data.
6.1.2 Subject to clause 6.1, Termii shall only be allowed to include your trade name, marks, or logo (“marks”) on its website or other promotional documents for the sole purpose of publicity or marketing of the service provided under this Agreement.

6.2 The contents of the Termii service are copyrighted under the Nigerian copyright laws. Termii logos, are trademarks of Termii and may not be used without our express written permission. You may not duplicate, copy, or re-use any portion of the HTML/CSS or visual design elements without express written permission. You do not acquire any ownership rights by using the Termii Service.

7 Account Access
In some cases, Termii employees must access your account and content to diagnose a problem. When you contact our support team, it is implied that you are allowing Termii employees to access your account if necessary, to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

8 Indemnification
You agree to indemnify and hold Termii, its parents, subsidiaries, affiliates, officers, partners, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Termii Service, use of your account by any third party, your violation of these Terms of Service, or any infringement by you or any third party using your account.

9 Disclaimer
The Termii Service and its contents are provided "as are" and "as available" without any warranty or representations of any kind, whether express or implied. Termii is a distributor and not a publisher of the content supplied by third parties; as such, Termii exercises no editorial control over such content and makes no warranty or representation as to the accuracy, reliability, or currency of any information, content, service or merchandise provided through or accessible via the Termii Service. Without limiting the foregoing, Termii specifically disclaims all warranties and representations in any content transmitted on or in connection with the Termii Service or on sites that may appear as links on the Termii Service, or in the products provided as a part of, or otherwise in connection with, the Termii Service, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. No oral advice or written information given by Termii or any of its affiliates, employees, officers, directors, agents, or the like will create a warranty. Price and availability information is subject to change without notice. Without limiting the foregoing, Termii does not warrant that the Termii Service will be uninterrupted, uncorrupted, timely, or error-free.

10 Limitation of Liability
10.1 Except for breach of confidentiality and intellectual property violation, Termii will not be liable for any indirect, incidental, special, exemplary, or consequential damages, lost profits, lost data, or business interruption, in any way whatsoever arising out of the use of, or inability to use, the Termii Service, whether or not Termii is advised of the possibility of such damages. You acknowledge and agree that Termii’s maximum liability to you will not exceed the amount you have paid Termii in the one hundred and eighty (180) days immediately preceding the date on which you first assert a claim.

10.2 As may be permissible under the applicable laws of the Federal Republic of Nigeria,these disclaimers and limitations of liability apply to any damages or injury whatsoever caused by or related to the use of, or inability to use, the Termii service under any cause of action whatsoever, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence).

10.3 In the event of a clash between this clause and the ones provided in our service level agreement and or post paid agreement, the provisions of this clause will prevail.

11 Jurisdiction and Venue
These Terms of Service and any controversy, claim, or dispute arising under or related to these Terms of Service will be construed, pursued, and resolved by and will be governed by the laws of the Federal Republic of Nigeria without regard to its conflicts of laws provisions. You irrevocably consent to the exclusive jurisdiction of the courts of Lagos state and the federal courts situated in Lagos state in connection with any action or dispute arising between the parties under or in connection with these Terms of Service.

12 Miscellaneous
12.1 If for any reason a court of competent jurisdiction finds any provisions or portion of theseTerms of service to be unenforceable, the remainder of these Terms of Service will continue in full force and effect. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by an authorized representative of Termii.

12.2 Both Parties will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by either party.

12.3 The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation.

12.4 Accordingly, those persons who choose to access the Termii Service from other locations do so on their initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

12.5 Complaints may be reported to our customer support through sales@termii.com

12.6 These Terms of Service (which include and incorporate the Termii Privacy Policy) contain the entire understanding and supersedes all prior understandings, between you and Termii concerning its subject matter, and cannot be changed or modified by you. The section headings used in this Terms of Service are for convenience only and will not be given any legal import.