While Inovacity strives to portray and outline any and all services offered in an accurate manner across its promotional materials, websites, platforms and catalogs, there inherently exists the possibility that actual services may contain minor variations or deviations from these descriptions. Such discrepancies can arise from changes in methodology, processes, products, rules or applicable laws prior to service delivery. Inovacity therefore does not explicitly guarantee exact conformity of services to descriptions and disclaims liability for such permissible deviations. Clients may seek clarification from Inovacity prior to service acquirement.

All pricing estimates and quotations provided by Inovacity for its services are indicative and subject to change based on intricacies of scope and client customizations for delivered projects. Final quoted prices may undergo upward or downward adjustment prior to invoice generation and payment processing depending on specific requirements. Unless explicitly specified, all pricing excludes any local, federal, municipal or county level taxes leviable by the relevant governing authority. Standard payment terms dictate all invoices to be settled within 30 calendar days from date of receipt, exceeding which penalties get applicable for delayed payments such as interest accruals or late fees etc. as laid out in this section or the attached Annexures.

For any pre-scheduled service delivery, appointment or activity date; cancellations sought by the client shall adhere to a minimum notice period requirement of 48 hours prior to the scheduled timing. Breach of this cutoff will confer the right upon Inovacity to impose service cancellation penalties or levy cancellation charges up to a ceiling of 50% of the total estimated service valuation or invoice amount.

Inovacity warrants strict confidentiality and non-disclosure of client data or proprietary information under its possession, with disclosure only performed under explicit written consent of the client in this regard. Information considered confidential or sensitive shall continue to be governed under the highest applicable data protection laws, privacy policies and client confidentiality agreements exclusively executed for this purpose.

All past, present and future proprietary assets including but not limited to inventions, patents, designs, copyrights, trademarks, service marks, trade secrets, trade names, logos, branding, symbols, know-how, processes, systems, methods, concepts, domains, strategies, reports, rights of publicity, innovations and any intangible asset attached to goodwill protected under applicable statutes associated with Inovacity’s offerings shall exclusively and perpetually belong to Inovacity or its licensors without contestation. Clients are forbidden from replicating, reproducing, modifying, displaying, performing, sublicensing or distributing such IP in any manner without pursuing prior written authorization from Inovacity’s legal representatives explicitly permitting such activity as per applicable governing laws.

Clients represent and warrant that they shall act in utmost good faith and conscience to provide true, accurate and complete information to Inovacity without infringement on any third party intellectual property rights or claims. They shall only utilize Inovacity’s services only for lawful purposes fully compliant with all applicable federal, state and local regulations prevalent in their jurisdiction.

Clients expressly agree to refrain from using Inovacity’s offerings for any activity that violates prevailing industry norms, standards or codes of conduct which can be reasonably construed as objectionable, unscrupulous, unethical, illegal or promoting irresponsible behavior in any manner including but not limited to theft of proprietary data and trade secrets, compromising information security through hacking/unauthorized access attempts, propagating viruses, worms, Trojan horses, spyware, adware, ransomware or any other type of malicious programs designed to inflict harm, engaging in predatory phishing attempts, distributing unsolicited spam, forceful monetary collections through physical or cyber threats, harassment of any kind targeted at employees or representatives, supporting or funding terrorism, illegal gambling, tax evasion schemes, money laundering or activities banned under applicable laws. Such unacceptable transgressions that warrant lawful action shall be immediately reported by Inovacity to concerned authorities as deemed necessary.

Any suggestions, ideas, notes, concepts, techniques, comments, feedback or insights submitted or manifested on Inovacity’s properties by clients through voluntary written contributions, information sharing or engagement with interactive services, shall irrevocably become the sole intellectual property of Inovacity or its affiliates. Inovacity reserves the complete unconditional rights to electively adopt, modify, use, commercially exploit or disseminate such client contributions in any manner it deems appropriate including enhancements or amendments carried out on existing proprietary offerings without attribution, notification or associated compensation if deemed not warranted by the company as per its discretion and prevailing norms.

By voluntarily uploading, posting, sharing or transmitting any client material including data, text, audio, video or images on Inovacity's properties, clients confer upon Inovacity a transferable, sublicensable, unconditional, unlimited, worldwide, irrevocable, perpetual, royalty-free and fully paid license to copy, display, perform, publish, disseminate, broadcast, transmit, reuse, repost, archive or otherwise use such content in whole or in part with no associated compensation requirements in connection with Inovacity’s legitimate business activities and legal functions. Clients represent and warrant any shared material is original content owned by the disseminating party with all appropriate rights, licenses, consents and permissions secured with no pending disputes or infringements. Clients further waive all associated moral rights or ancillary benefits accrued under applicable laws.

Inovacity contractually reserves the unconditional unilateral right without contestation to temporarily restrict, block, suspend, deactivate or permanently terminate client access to any ongoing service or product access privileges offered on its platforms if it determines or receives complaints involving violation of any stipulations laid out within these terms of service or additional agreements in bad faith. Under exigent circumstances indicating non-compliant activity, any offerings or access may be revoked without further notification requirement.

THE TERM AND ENFORCEABILITY OF THESE TERMS OF SERVICE SHALL CONTINUE TO REMAIN VALID AND BINDING UNTIL ALL EXPLICIT, IMPLICIT, EXPRESSED OR IMPLIED CONTRACTUAL OBLIGATIONS, COVENANTS, COMMITMENTS AND SERVICE DELIVERY REQUIREMENTS ARISING BETWEEN INOVACITY AND THE CLIENTS AVAILING OFFERINGS UNDER THESE TERMS HAVE BEEN CONSTRUCTIVELY PERFORMED, SATISFIED AND DISCHARGED IN THEIR ENTIRETY TO CONCLUSION UPON BOTH PARTIES MUTUALLY CONSENTING IN WRITING REGARDING TERMINATING THE ENGAGEMENT UNLESS OTHERWISE RENEWED OR STIPULATED UNDER SEPARATE CONTRACTUAL AGREEMENTS IF AVAILABLE.

Inovacity reserves the right at its sole discretion to amend, enhance, curtail, expand or eliminate access, features, portability, integrations, subscriptions, functionality or other elements of its offered services including products, platforms, applications, tools or websites without liability or imperative requirement for prior notification citing unforeseen business decisions, technological constraints, market dynamics or evolving client preferences at any time. Furthermore, clients comprehend certain occasional service interruptions may also transpire due to essential maintenance requirements, infrastructure breakdowns, events beyond reasonable control or platform upgrades deemed indispensable by Inovacity for preserving system integrity and performance which clients consent to in advance.

These Terms of Service and any associated supplemental contracts shall be subject to the interpretation, construction, adjudication and governance under the substantive and procedural laws, commercial statutes, codes of conduct and regulatory guidelines as prevalent in the territorial jurisdiction of Nigeria only without regard to conflict of laws principles.

In case diplomatic negotiations between both parties fail to resolve any disputes, claims or controversies arising under or relating to interpretation, validity, performance or breach associated with these terms, then efforts shall first be attempted to settle by alternative dispute resolution mechanisms under the guidance of a sole Arbitrator mutually selected by the concerned parties observing due process protocols ratified by the Lagos Court of Arbitration (LCA) based on its applicable and then current policies.

Inovacity reserves the right at its discretion to rectify, amend or change any inadvertent inaccuracies, typographical errors, spelling mistakes or any manifest errors and omissions present on any of its offerings including services, platforms applications, tools or websites by making good faith necessary corrections to the defective sections without liability attributed to unintended faults.

INOVACITY EXPRESSLY DISCLAIMS AND WAIVES ANY RESPONSIBILITY TOWARDS ACTIONS PERFORMED, OMISSIONS MADE, HARMS, LOSSES OR DAMAGES SUFFERED BY CLIENTS WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL IN NATURE INCLUDING BUT NOT LIMITED TO EFFECTS ON BUSINESS, PERSONAL, OR OTHER RELATED LOSSES ARISING FROM THEIR VOLUNTARY RELIANCE, INTERPRETATION OR USAGE OF THE CONTENT, OPINIONS OR RECOMMENDATIONS PROVIDED THROUGH INOVACITY’S SERVICES. INOVACITY FURTHER NEGATES ACCOUNTABILITY TOWARDS MISREPRESENTATIONS OR CONDUCT MANIFESTING ON EXTERNAL SITES THAT GET LINKED OR AFFILIATED TO INOVACITY THROUGH PUBLIC CHANNELS. CLIENTS RECOGNIZE CERTAIN NUANCES MAY GET MISINTERPRETED DURING TRANSLATION OR TRANSCREATION OF ORIGINATING INFORMATION PROVIDED IN ONE LANGUAGE TO ANOTHER.

THE MAXIMUM AGGREGATED LIABILITY ACROSS ALL CHANNELS WHETHER UNDER THEORY OF CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BY OPERATION OF STATUTE OR OTHERWISE ARISING FROM USE OF OFFERINGS UNDER THESE TERMS FINALLY ATTRIBUTABLE TO INOVACITY AFTER CONCLUDING NEGOTIATIONS, MEDIATION OR ARBITRATION PROCEEDINGS SHALL NOT SURPASS THE TOTAL SUM OF SERVICE FEES ACTUALLY PAID BY THE AFFECTED CLIENT FOR THE SPECIFIC SERVICE DIRECTLY ENGENDERING THE DISPUTED CLAIM IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE OF REGISTERING INITIAL WRITTEN GRIEVANCE WITH INOVACITY.

Clients consent not to take legal action and unconditionally indemnify while holding harmless Inovacity along with its subsidiaries, affiliates, successors and assignees including respective owners, investors, employees, officers, vendors or agents from and against any third party claims including but not limited to demands, actions, settlements, losses, suits, proceedings, costs, expenses, liabilities, legal fees or damages including but not limited to all associated direct, indirect, punitive, actual, special, incidental or consequential damages, losses of business, personal or other natures originating under any theory of liability regarding use of offerings or services provided by Inovacity without contestation or opposition.

Inovacity reserves the right after due anonymization to share, furnish or license aggregated non-personally identifiable trend reports or metadata culled from usage patterns of its overall client base to current or prospective subsidiaries, investors, capital providers, advertisers, external contractors, alliance partners, research analysts or other interested third parties for tangible business incentives including enhancing service efficiencies, infrastructure reliability, customer retention or acquisition goals although individual private client data remains reasonably protected from disclosure under elevated privacy standards like use of encryption protocols, access control mechanisms and similar protection measures institutionally enforced by Inovacity unless disclosure mandated under applicable laws.

All electronic correspondence emanating from official communication channels instituted by Inovacity including emails, messages, notifications or alerts deemed mandatory for sharing important, time-sensitive information or updates shall satisfy any statutory requirements warranting provision of communications in writing or through other permissible modes under applicable laws. Clients need to apprise themselves of any critical correspondence received on registered email addresses or contact numbers from Inovacity failing which access services may get impacted or limited if non-receipt claims are attempted to be pursued without appropriate mitigating justifications.

All electronic correspondence emanating from official communication channels instituted by Inovacity including emails, messages, notifications or alerts deemed mandatory for sharing important, time-sensitive information or updates shall satisfy any statutory requirements warranting provision of communications in writing or through other permissible modes under applicable laws. Clients need to apprise themselves of any critical correspondence received on registered email addresses or contact numbers from Inovacity failing which access services may get impacted or limited if non-receipt claims are attempted to be pursued without appropriate mitigating justifications.

• Inability from Inovacity’s end to stringently enforce or apply provision of any specific term, covenant, or condition laid down in these terms cannot be constructed as an implicit waiver of that provision by Inovacity towards clients indulging in violative activities.

• No joint venture, partnership, employment, agency, or other fiduciary relationship shall be deemed to exist between the parties pursuant to the adoption of these terms with neither party possessing authorization to legally bind or incur obligations on behalf of the other without documented approvals.

• The section titles indicating segregated topics dispersed throughout these terms shall not in any way limit or govern the overall scope, extent, or interpretation accorded to the applicability of contiguous clauses if suitable contextually.

• If any section provided in these terms gets declared invalid or unenforceable by the ruling of a competent governing authority, that particular severed section may be regarded as ineffective within the specific jurisdiction without negating or hampering the remaining provisions of these terms which shall continue with full enforceability as permitted by law.

For any queries, clarification requests or grievance redressal associated with comprehending rights, understanding responsibilities or extracting precise interpretations regarding applicability of specific clauses enumerated under these Terms of Service documentation, reach out and contact the legal representatives of Inovacity by emailing support@inovacity.net. Based on the nature of issue, suitable personnel shall respond at the earliest possible timeframe with due acknowledgements furnished.