Welcome to WokSmat, operated by Werksat Nigeria Limited (the “Company” or “WokSmat”).

By creating WokSmat account, whether through a mobile device, application store, mobile application or computer (collectively, the “Platform” or “Service”) you agree to be bound by the Terms of Service (this “Agreement”) as stated below. If you wish to create WokSmat account after downloading the application to make use of the Platform, please read this Agreement.

You should also read WokSmat Privacy Policy, which is incorporated by reference into this Agreement and available in the Platform. If you do not accept and agree to be bound by all of the terms of this Agreement, including the WokSmat Privacy Policy, do not use the Platform. Please contact us with any questions regarding this Agreement.

1. Acceptance of Terms of Service Agreement.

a. This Agreement is an electronic contract that establishes the legally binding terms you must accept to use the Platform. This Agreement includes the Company’s (i) Privacy Policy and (ii) terms disclosed and agreed to by you if you purchase, buy solutions provided by professionals or accept additional features, products or services we offer on the Platform, such as terms governing features, billing, free trials, discounts and promotions.

b. By accessing or using the Platform, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. To withdraw this consent, you must cease using the Platform and terminate your account. Please print a copy of this Agreement for your records.

c. We may, at any time and for any reason make changes to this Agreement. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on our website www.worksmat.com" www.worksmat.com, and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Platform or via email. If you continue to use the Platform after the changes become effective, then you shall be deemed to have accepted those changes. If you don’t agree to these changes, you must end your relationship with us (without any penalty) by ceasing to use the Platform and leaving. Additionally, if we update or upgrade the Platform, you may be required to accept the most recent version of the Agreement to access the updated or upgraded Platform.

2. Eligibility. Access to WokSmat is limited to Business Owners (Collectively “Users”). By accessing and using the Platform, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. Your account under this Platform is personal and you shall not assign or otherwise transfer your account to any other person or entity.

3. Creating an Account. In order to use our Platform, you are required to sign up using your email address, entering your personal and debit card details and providing us with your personal and business details. WokSmat are also required from the job or solutions seekers to provide us with their requirement during the process of registration. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.

5. Term and Termination. This Agreement will remain in full force and effect while you use the Platform and/or have an account. You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Platform. The Company may terminate or suspend your account at any time without notice if the Company believes that you have breached this Agreement, or for any other reason, in its sole discretion. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.

6. Non-commercial Use by Users. The Platform is for personal use only. Users may not use the Platform or any content contained in the Platform (including, but not limited to, content of other users, designs, text, graphics, images, video, information, logos, software, audio files and computer code) in connection with any commercial endeavours, such as advertising or soliciting any user to buy or sell any products or services not offered by the Company

7. Account Security. Users are responsible for maintaining the confidentiality of the username and password they designate during the registration process, and are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security at help@WokSmat.com and ensure that you log out from your account at the end of each session.

8. Matching Business Owners and Other stakeholders. The Company is not responsible for the conduct of any user. As noted in and without limiting Sections 16 and 18 below, in no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Platform including, without limitation, ideas generated by experience professionals, intellectual property for the purpose of advancing the course of exchanging ideas or solutions for value through the Platform. The Company shall in its sole and absolute discretion fix prices (as well as categorise young and senior professionals in a way to reflect solution utilization by users) for the sale of solutions uploaded by users to reflect the experience of users offering the solution for sale.

9. Proprietary Rights. The Company owns and retains all proprietary rights in the Platform, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Platform contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Platform, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices. The Company and user shall be joint owners of all solutions uploaded by users in the Platform subject to terms and conditions provided herein.

10. Content Posted by You in the Platform.

a) You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “post”) on the Platform or transmit to other users, photographs, software, solution or profile text, whether publicly posted or privately transmitted (collectively, “Content”). You may not post as part of the Platform, or transmit to the Company or any other user (either on or off the Platform), any offensive, inaccurate, incomplete, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that (i) all information that you submit upon creation of your account, including information about your account details and debit card details is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false and (ii) you have the right to post the Content on the Platform and grant the licenses set forth below.

b) You understand and agree that the Company may, but is not obligated to, monitor, review and investigate any Content you post as part of a Service. The Company may delete any Content, in whole or in part, that in the sole judgment of the Company violates this Agreement or may harm the reputation of the Platform or the Company.

c) By posting Content as part of the Platform, you automatically grant to the Company, its affiliates, licensees and successors, a non-exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any posting and use of your Content by the Company will not infringe or violate the rights of any third party

d) Your use of the Platform, including all Content generated by experience professionals through the Platform, must comply with all applicable laws without limitation to the Data Protection Regulation and regulations made thereto as may be amended from time to time. You agree that the Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Platform in the future; or (v) protect the rights, property or personal safety of the Company or any other person.

e) You agree that the information you provided on the Platform may be viewed by other users and may be viewed by any person visiting or participating in the Platform.

11. Customer Service. The Company provides assistance and guidance through its Eggheads representatives. When communicating with our Eggheads representatives, you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or to not otherwise behave inappropriately. If we feel that your behaviour towards any of our Eggheads representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.

12. Subscription. Listing by account holder and young professionals on the WokSmat Platform provided by the Company attracts a subscription fee/service charge. However, to have access to premium services, which includes but not limited to working talking relationship Eggheads a subscription fee/service charge is charged by the Company.

13. Modifications to Platform. The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform. To protect the integrity of the Platform, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Platform.

14. Deleted Accounts. All Content of a deleted account shall be exclusively owned by the Company and all proceeds generated through the sale of such Content shall be held in trust for the user in an account to be known as “suspense wallet” (where all proceeds from uncertain Content owners, deleted accounts or users experiencing challenges in their personal wallet shall be kept) pending the reactivation of the account by the user. In the event that the user reactivates his account, all the proceeds of sale shall be transferred into his personal wallet. All proceeds of sale kept in the suspense wallet shall not be more than three (3) years. After three (3) years, the proceeds shall become the property of the Company.

15. Copyright Policy. Notice and Procedure for Making Claims of Copyright Infringement. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights

16. Disclaimers

a) You acknowledge and agree that neither the Company nor its affiliates and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, as a result of or alleged to be the result of (i) any incorrect or inaccurate Content posted on the Platform, whether caused by users or any of the equipment or programming associated with or utilized in the Platform; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (v) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Platform. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PLATFORM (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE PLATFORM WILL BE CORRECTED.

b) From time to time, the Company may make third party opinions, advice, statements, offers, or other third party information or content available through the Platform. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OWNERSHIP, ANCHORSHIP OR USEFULNESS OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE PLATFORM, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE PLATFORM. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE PLATFORM, OR TRANSMITTED TO OR BY ANY USERS.

c) In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted in the Platform is for informational purposes only and is not intended to replace or substitute for any professional, financial, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Platform. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified professional or specialist.

17. Links. The Platform may contain, and the Platform or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.

18. Limitation on Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE PLATFORM WHILE YOU HAVE AN ACCOUNT. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE PLATFORM OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN SIX MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

19. Dispute Resolution and Governing Law. Except for users residing in jurisdictions where prohibited by applicable law:

a) The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Platform shall be BINDING ARBITRATION administered by the Lagos State Multi-Door Courthouse under the Lagos State Multi-Door Courthouse Law No. 21 of 2007. NO CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION SHALL BE MAINTAINED AGAINST THE COMPANY IN ANY COURT.

b) This Agreement, and any dispute between you and the Company, shall be governed by the laws of the Federal Republic of Nigeria without regard to principles of conflict of law rules, provided that this arbitration agreement shall be governed by the Arbitration and Conciliation Act, Cap A8 Laws of the Federal Republic of Nigeria (LFN) 2004.

20. Indemnity by You. You agree to indemnify and hold the Company, its subsidiaries, and affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any personal information or debit card details you provided on the Platform, and the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.

21. Notice. The Company may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email or postings in the Platform. Such notices may not be received if you violate this Agreement by accessing the Platform in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Platform in an authorized manner.

22. Entire Agreement. This Agreement, with the Privacy Policy and any specific guidelines or rules that are separately posted for particular services or offers in the Platform, contains the entire agreement between you and the Company regarding the use of the Platform. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your online account is non-transferable and all of your rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind the Company in any manner. In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death and any money due to you from the suspense wallet (if any). In the event that you become disabled (such that you are unable to use the services of WokSmat) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the Company notice.

23. Trade Secrets. WokSmat has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets. The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used, divulged, or appropriated either for the benefits of any Person or to the detriment of the Company. No Trade Secret is subject to any adverse claim or has been challenged or threatened in any way. User undertakes not to disclose the secrets in this agreement without express and written authorisation.