2.1 License

Subject to these User Terms, we grant you a limited, non-sublicensable license to access and use Kudibar:

• where you are a Team Member, for the internal business purposes of the Host only, to create, organize and host Events on Kudibar; and
• where you are a Participant, to attend and participate in Events for your personal, non-commercial purposes only, subject to any additional terms imposed by the Host.

2.1 Restrictions

You agree that you will not (unless you have our express prior permission):

• violate our these User Terms
• reproduce, duplicate, copy or resell any part of the Services or related content;
• resell, rent, lease, sub-license, loan, provide, distribute, or otherwise make available, your right to use or access the Kudibar Platform or any part of it, in any form, in whole or in part to any person without prior written consent from us or in respect to Event content except as permitted by the Host;
• disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Kudibar Platform or any content on it nor attempt to do any such things, except to the extent permitted by law;
• copy, translate, merge, adapt, vary, alter or modify, the whole or any part of the Kudibar Platform or any content on it, nor permit the Kudibar Platform or any part of it to be combined with, or become incorporated in, any other programs or channels, except as necessary to use the Kudibar Platform as permitted in these User Terms;
• use the Kudibar Platform maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Kudibar Platform or any operating system;
• use the Kudibar Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users, including by removing, circumventing, damaging or otherwise interfering with security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any content, or that enforce limitations on the use of the Services or related content;
• access, collect, harvest or modify any information, content or data related to the Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions to or from the servers running the Kudibar Platform;
• access, search or create accounts for the Kudibar Platform by any means other than our publicly supported interfaces (e.g. “scraping” or creating accounts in bulk);
• access without authority, interfere with, damage or disrupt any part of the Services, any equipment or network on which the Services is stored, any software used in the provision of the Services, or any equipment or network or software owned or used by any third party;
• use another user’s information (including email addresses) to contact them outside of the Kudibar Platform without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for other Users for use outside of the Kudibar Platform; and
• impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own.

3.1

As part of an Event, you may submit or make available certain content, information, and data, such as messages or files (“Contributions”). You are responsible for your Contributions, and you assume all risks associated with your Contributions, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure that makes you or anyone else personally identifiable. You represent and warrant that you own or have the necessary rights, consents, and permissions to use and authorize the use of Contributions as described herein. You may not imply that Contributions are in any way sponsored or endorsed by Kudibar.

We are not responsible or liable to you or any third-party for the content or accuracy of any Contributions. We may reject or remove Contributions (such as Contributions that violate these Terms or any applicable law), but we have no obligation to do so. If you believe a Contribution infringes your intellectual property rights, kindly bring that to our notice.

3.2 Personal data in Contributions

As between Kudibar and the Host, the Host is the data controller of recordings of Event content, including any of your personal data embedded therein. We explain our role as the data processor of such personal data in the Privacy Policy but we strongly encourage you to review the privacy notices and policies of the Host and other participants in the Event as applicable.

3.3 Children’s Data

You may not use the Services to collect data directly from children under the age of 13. In respect of any Event attended by children under the age of 13, a parent or legal guardian, as applicable, must register the minor and/or purchase the ticket on their behalf.

3.4 Limited License to Contributions

Solely in connection with your interaction with the applicable Event, You grant to Kudibar a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual, irrevocable, license to the Contributions to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such Contributions in any form, format, media, and channel.

All intellectual property rights in the Services throughout the world belong to us (or our licensors). You have no intellectual property rights in, or to, the Services other than the right to use it in accordance with these User Terms.

If you provide feedback, comments or suggestions for improvements related to any Kudibar services or products (in written, oral, or any other form) (“Feedback”), you represent and warrant that you (a) have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You (i) acknowledge that Kudibar may have something similar to the Feedback already under consideration or in development, and (ii) assign to Kudibar your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of Kudibar, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the foregoing assignment, waivers, or consents.

You may promote, administer, or conduct a promotion, contest, or sweepstakes on, through or using Services (a “Promotion”), only if you:

(a) carry out all Promotions in compliance with all applicable laws and regulations, and our policies which may be updated from time to time;

(b) you make expressly clear that the Promotion is yours and that Kudibar does not sponsor, co-sponsor, endorse or support the Promotion.

You will be solely responsible for all aspects of, and expenses related to, your Promotion, including, without limitation, the execution, administration, and operation of the Promotion, drafting and posting any official rules, selecting winners, issuing prizes, and obtaining all necessary third-party permissions and approvals.

We have the right to remove your Promotion from the Platform if we reasonably believe that your Promotion does not comply with applicable law or our policies which may be updated from time to time.

6.1

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. KUDIBAR WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES; (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES; (IV) ANY AND ALL USES OF THE SERVICES; AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE SERVICES, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPIN 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.

IN NO EVENT WILL KUDIBAR’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH HOPIN, THESE TERMS, YOUR USE OF THE SERVICES, EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO KUDIBAR IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KUDIBAR AND YOU.

6.2 Limitation of Liability for all Users who reside in the EEA and the United Kingdom

If we fail to comply with these User Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these User Terms, both we and you knew it might happen.

6.3 Disclaimer of Warranties

The services are provided for general information and entertainment purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from Hopin.

THE SERVICES ARE PROVIDED “AS-IS'' AND ON AN “AS AVAILABLE” BASIS AND YOU USE IT SOLELY AT YOUR OWN RISK. KUDIBAR DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONALITY OF ANY OF THE SERVICES WILL BE IN GOOD REPAIR OR ERROR-FREE OR FREE FROM DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY KUDIBAR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

In order to use the Kudibar Platform, it is necessary that you have a device that allows you access to the Internet, and an email. In order for certain functionalities and features to work properly, a camera or microphone and a headset or loudspeaker must be on and not used by another application. You expressly acknowledge and agree that we are not responsible for satisfying the foregoing requirements, and that the quality of messages, information or files sent, posted, streamed, published or otherwise transmitted using Hopin may differ from the uploaded stream or file, in order to conform and adapt to standards of transferring data, connecting networks, devices or requirements of the Kudibar Platform.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND HOPIN CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND KUDIBAR TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION IN COURT.

9.1 Contact Us First

If you have a question or concern about the Kudibar services, please contact us first. Our customer support team will try to answer your question or resolve your concern.

9.2 Agreement to Arbitrate

In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, you and Kudibar mutually agree to give up our right to resort to Courts of Law for resolution of disputes. You and Kudibar agree that this arbitration agreement is governed by the Arbitration and Conciliation Act, and shall survive even after these User Terms or any Kudibar services terminate.

9.3 Claims Covered by Arbitration

You and Kudibar agree that any disagreement, claim, or controversy arising out of or relating in any way to these User Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or your access to and/or use of the Kudibar services, or the provision of content, services, and/or technology on or through the services (hereinafter, “Claims”), shall be resolved by final and binding arbitration to the fullest extent allowed by law.

9.4 Delegation to Arbitrator

If there is a disagreement about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and Kudibar agree that this threshold disagreement shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disagreements.

9.5 Class Action Waiver

bring and resolve any Claims only on an individual basis, and not as a named-plaintiff or class member in any class or representative proceeding. you and Kudibar acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Claims (hereinafter, “Class Action Waiver”). Further, the arbitrator may not consolidate more than one party’s claims and may not preside over any class, consolidated, or representative proceeding, unless you and Kudibar agree otherwise in writing.

Notwithstanding any other provision of this arbitration agreement or the Arbitration and Conciliation Act, specific disagreements about the scope, applicability, enforceability, revocability or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final determination that the Class Action Waiver is unenforceable as to certain claims brought on a class or representative basis, then those claims shall be severed from any remaining claims and may proceed in court, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to any remaining claims to the fullest extent possible.

9.6 Severability

Except for the Class Action Waiver in Section 9.5 above, if any clause within this arbitration agreement is found to be illegal or unenforceable, that specific clause will be severed from this arbitration agreement, and the remainder of the arbitration agreement will be given full force and effect.

9.7 Pre-Arbitration Notification and Negotiation Process

Prior to initiating an arbitration, you and Kudibar each agree to first attempt to negotiate an informal resolution of any Claims covered in Section 9.2. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to Hopin via email to support@kudibar.com with “LEGAL NOTICE” in the subject line; Kudibar will send such written notice to the email address you have provided to Kudibar.

During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.

After a good faith effort to negotiate, if you or Kudibar believe a Claim covered in Section 9.2 cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

10.1 Contacting us

If you are having any issues using the Services, please visit support@kudibar.com. If we have to contact or notify you, we will do so by the contact information you provided us or via notification on the Platform or other reasonable method.

10.2 Updates to Hopin

From time to time we may automatically update and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We will not need your consent to do this, and your continued use of the Services following the update will be subject to these User Terms.

10.3 If someone else owns the phone or device you are using

If you stream the Kudibar Platform onto any phone, laptop, desktop or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these User Terms, whether or not you own the phone or other device.

10.4 Changes to these User Terms

We may change these User Terms to reflect changes in law or best practice, or to address changes in our Services. If you do not accept the changes, you are not permitted to continue using the Services.

10.5 Assignment and Transfer

We may transfer or assign our rights and obligations under these Terms to an affiliated party of Kudibar or third party, with or without notice to you. You may not transfer your rights and obligations under these Terms to someone else without our prior written consent.

Notwithstanding any other provision of this arbitration agreement or the Arbitration and Conciliation Act, specific disagreements about the scope, applicability, enforceability, revocability or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final determination that the Class Action Waiver is unenforceable as to certain claims brought on a class or representative basis, then those claims shall be severed from any remaining claims and may proceed in court, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to any remaining claims to the fullest extent possible.

10.6 If a court finds part of this agreement illegal, the rest will continue in force

Each of the paragraphs of these User Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

10.7 Even if we delay in enforcing this agreement, we can still enforce it later

Even if we delay in enforcing these User Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these User Terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.8 Which laws apply to this contract and where you may bring legal proceedings

These User Terms are governed by Nigerian law, and you can bring legal proceedings in respect of the products in Nigerian courts. We may take proceedings against you in any other court of competent jurisdiction, and the taking of proceedings in any one or more jurisdiction will not preclude us from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

10.9

Where other language versions of this document exist, the English version will control.