INVITA Terms of Service

Welcome to INVITA Please read these Terms of Service (the “Terms”) carefully because they govern your use of our website located at www.INVITA.com (the “Site”) our online platform and related advertising services, including services which enable clients, businesses, and brands to easily reach and sell to their audiences across traditional, digital and social media platforms. To make these Terms easier to read, the Site and our online platform are collectively called the “Services.” We urge you to contact us directly if there are anything in our Terms of Service that may require further clarification. You can reach us anytime by sending us a message at invitaapp@mobilexcetera.com

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. ARBITRATION NOTICE: UNLESS YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND INVITA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A COURT TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. Who May Use the Services

Eligibility

Interested clients who are desirous of ensuring a hitch free event without any form of controversy or dispute. In order to use the Services described in the “features” section you must be capable of forming a binding contract with INVITA, and not barred from using the Services under applicable laws.

Registration

If you want to use certain features of the Services you may need to register with us by creating an INVITA account (“Account”). If you choose to create an Account with INVITA, we’ll extract, as applicable, certain personal information, such as your name, location information and other general information that your privacy settings on the applicable Account permit us to access. After you create an Account and become a registered user of the Services (a “Registered User”), you may also connect your Account with your other third party accounts such as Twitter, Instagram, Facebook, etc. (each, a “Third Party Account”), and we’ll extract from your Third Party Account certain information that your privacy settings on the Third Party Account permit us to access. Consumer users of the Services, including End Users (defined below) may also use the Services without creating an Account and becoming a Registered User (“Consumers”). It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Privacy Policy

Please refer to our Privacy Policy (https://www.INVITA.com/privacy) for information on how we collect, use and disclose information from our users.

Payments

a. Subscriptions. You will be required to subscribe to one of the packages offered by INVITA (“Subscription”) in order to access certain features of the Services (the “Select Services”). If you elect to purchase any of the packages, you will be charged the basic Subscription fee as indicated on the package (“Subscription Fee”) Subscription continues until cancelled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms. b. Cancelling Subscription. You shall not be able to cancel your subscription after payment. NOTE, THAT ALL SALES ARE FINAL. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for your Subscription period. c. Payment. When you purchase a Subscription (“Transaction”), we may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your billing address (“Credit Card Information”). You may also pay for a Transaction through the use of any payment service provider that we may opt to use by providing us with your account information for such service provider (“Payment Service Provider Information”). Your Card Information and Payment Service Provider Information are collectively referred to as “Payment Information”. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

Content and Data

a. Certain Definitions “Content” means data, text, images, software, information or other materials that are posted, generated, provided or otherwise made available through the Services. Content includes without limitation, User Content. “INVITA Service Data” means the statistical, analytical or other data developed or created by or for INVITA, based upon the End User Data and other internal and external data collected by INVITA. INVITA Service Data will not include any personally identifiable information of any End User. By way of illustration, INVITA Service Data includes without limitation, arrangements or organization of End User Data that is representative of a certain population, demographic representation of you and other Registered Users’ end users, and reports summarizing usage behavior of different end user groups. "User Content" means any Content that Registered Users and Consumers provide to be made available through the Services, including the content of any Ad Campaigns. b. Content Ownership and Responsibility. INVITA does not claim any ownership rights in any End User Data (subject to INVITA’s rights in the INVITA Service Data) and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your End User Data. Subject to the foregoing and with the exception of End User Data, INVITA and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of Nigeria and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. INVITA will exclusively own all rights, title and interest in and to the INVITA Service Data, including all intellectual property rights therein and will use the INVITA Service Data in any manner it sees fit. You will have no rights in or to, nor access or use of, the INVITA Service Data, other than as required for your use of the Services as provided herein. c. Removal. You can remove your User Content by specifically deleting it using the features of the Services. We will permanently delete all information, content, and end-user data associated with your account. However, in very few instances, some INVITA Service Data may not be able to be removed. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content or End User Data. Please reach us at *invitaapp@mobilexcetera.com for any clarification or requests associated with your data. You may also see our Privacy portal [https://www.INVITA.com/privacy-portal] for more insight in the kind of data INVITA stores and shares. d. Rights Granted by You. You, either as a Consumer or Registered User grant to INVITA the right to: (i) develop, create and provide the Services (including without limitation the Advertising Service); and (ii) develop and create the INVITA Service Data; provided however that: (a) INVITA will not use or disclose any personally identifiable information of any of such End Users, except solely for the purpose of providing the Services in accordance with these Terms; (b) INVITA will use the End User Data in compliance with INVITA’s Privacy Policy as it applies to such End User Data.

User Representation and Warranties

You are solely responsible for all your End User Data. You represent and warrant, that: i. You own all your End User Data or you have all rights that are necessary to grant us the license rights in your End User Data under these Terms. ii. Neither your End User Data, nor your use and provision of such End User Data to be made available through the Services, nor any use of your End User Data by Clout on or through the Services will infringe, misappropriate or violate a third party’s rights, including intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation (including without limitation, applicable data and privacy laws). iii. Neither the End User Data, nor your use and transmission of End User Data to be made available through the Services, nor any use of the End User Data by INVITA as contemplated by this Agreement will breach any agreement between you and any third party. iv. You have made all disclosures and secured all requisite consents required under the applicable laws from End Users and other individuals as applicable, in connection with the provision and transmission of End User Data to INVITA, the collection of End User Data by INVITA, and use of such End User Data by INVITA as contemplated herein.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at invitaapp@mobilexcetera.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

General Prohibitions

You agree not to do any of the following: You must not upload or share any Content which, in INVITA’s reasonable opinion: • Solicits personal information; • Constitutes information that poses or creates a privacy or security risk to any person; • Constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, defamatory or libelous; • Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; • Contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); • Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to violating someone's privacy, or providing or creating computer viruses; • Solicits passwords or personal identifying information for commercial or unlawful purposes from other users; • Involves any form of user tracking, commercial activities and/or sales without prior written consent from INVITA such as barter, advertising, or pyramid schemes; or • Breaches the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. You further agree not to undertake any of the following activities on the Services: • Advertising to, or solicitation of, any user, without the written consent of INVITA to buy or sell any products or services through the unauthorized or impermissible use of the Services; • Circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Services; • Activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; • Any automated use of the system, such as, but not limited to, using scripts to submit information or send comments or messages; • Interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services; • Impersonating or attempting to impersonate another user, person or entity; • Using the account, username, or password of another user at any time or disclosing your password to any third party or permitting any third party to access your account; • Selling or otherwise transferring your account; • Using any information obtained from the Services in order to harass, abuse, or harm another person or entity, or attempting to do the same; • Accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Services on behalf of that person; or • Using the Services in a manner inconsistent with any and all applicable laws and regulations. You agree that any breach of the provisions of this will be considered a serious breach of the Agreement. INVITA’s Enforcement Rights Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including your User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Copyright Policy

INVITA respects copyright law and expects its users to do the same. It is INVITA’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see INVITA’s Copyright and IP Policy at https://www.INVITA.com/copyright, for further information. Links to Third Party Websites or Resources The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at ***********. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: “Feedback”, “Privacy Policy”, “User Representations and Warranties”, “Content and Content Rights”, “Content Ownership, Responsibility and Removal”, “General Prohibitions”, “INVITA’s Enforcement Rights”, “Links to Third Party Websites or Resources”, “Warranty Disclaimers”, “Indemnity”, “Limitation of Liability”, “Dispute Resolution” and “General Terms”.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED BY INVITA “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES OR THE RESULTS OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE USEFULNESS OR THE CAPABILITY OF THE SERVICES TO MARKET AND PROMOTE YOU OR ANY OTHER PERSON. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

Indemnity

You will indemnify and hold harmless INVITA and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content (iii) your violation of these Terms.

Limitation of Liability

INVITA WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR CONTENT, OR FROM ANY COMMUNICATION, INTERACTION OR MEETING WITH OTHER ACCOUNT HOLDERS, VISITORS OF THE SERVICES, OR THIRD PARTIES YOU COMMUNICATE WITH AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INVITA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INVITA AND YOU.

Dispute Resolution

a. Governing Law These Terms and any action related thereto will be governed by the laws of the Federal Republic of Nigeria without regard to its conflict of laws provisions. b. Dispute Resolution for Consumers i. Agreement to Arbitrate You and INVITA agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a 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 (the action described in the foregoing clause (iii) an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide INVITA with written notice of your desire to do so by email or regular mail within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide INVITA with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. Further, unless both you and INVITA otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. ii. Arbitration Rules The arbitration will be resolved amicably through mediation by both parties. Otherwise, such dispute shall be referred to Arbitration at the Lagos Multi-Door Court House pursuant to the Lagos State Multi Door Court House Law 2007. iii. Arbitration Decision The arbitrator will render an award within the time frame specified in the Lagos State Multi-Door Courthouse Rules, 2007. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. iv. Changes Notwithstanding the provisions of the “Changes to Terms or Services” section above, if INVITA changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to **invitaapp@mobilexcetera.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of INVITA’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and INVITA in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between INVITA and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between INVITA and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute Resolution for Consumers” section above or by court of competent jurisdiction, if you are accessing and using the Services on behalf of a company or other legal entity or if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without INVITA’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. INVITA may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by INVITA under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. INVITA’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Clout. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact the help dek at info@INVITA.com

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