This Agreement governs your access to and use of Wittitech. This Agreement states the terms and conditions for access and use of the Site, Materials and related services. Please review this Agreement carefully. By accessing, browsing, or otherwise using the Site, all users and viewers accept the terms and conditions listed in this Agreement. If you do not accept the terms and conditions listed in this Agreement, please do not Use the Site. In this Agreement, the words “you”, “your” and “user” mean either the entity or individual that is subscribing to Wittitech. The terms “we”, “us” and “our” mean the consultancy. You agree that Wittitech may modify or change the terms and conditions in this Agreement and regarding Use of the Site from time to time in its sole discretion, with or without notice. It is your responsibility to ensure you understand and comply with such terms and conditions. Without limiting the generality of the foregoing, you agree that you may be notified of any modifications to this Agreement by email or fax, including as part of regular email and/or fax publications, and your continued Use of the Site, Materials, and Services after receiving such notification shall constitute acceptance of such modifications. Furthermore, you acknowledge and agree that, from time to time, Wittitech may require you to re-review and expressly accept the terms and conditions in order to access the Site, Materials, or Services.
Wittitech grants you a limited, non-exclusive, nontransferable, revocable license to view and download a copy of the Materials displayed on the Site solely for your personal use or your use for internal purposes within your organization; copying, reselling, disclosing or distributing the Materials, using the Materials in your products or services, and using the Materials for any other purpose that is not for your internal operational needs and/or professional development, is strictly prohibited. All items displayed or made available on the Site, including, but not limited to, graphics, documents, text, content, images, sound, video, audio, artwork, software, and HTML code collectively, the “Material” or “Materials” are the exclusive property of Wittitech or its content suppliers. The Materials are protected by Nigeria and international copyright laws and any other applicable intellectual property rules, regulations, and laws. Except for the Permitted Uses described above, you shall not (i) use, modify, distribute, publish, sell, re-sell, adapt, reverse engineer, or create derivative works of the Materials, or (ii) disclose, use or post the Materials on other web sites, newsgroups, electronic bulletin boards, mailing lists or any other media, e.g., networking environment, without Wittitech prior written consent, which may be withheld in its sole and absolute discretion.
We retain control and ownership of the form and content of the Site, Materials and Services. The form and the content of the Sites, Materials, and all the Services may be revised from time to time, with or without notice. We reserve any rights with respect to the Services, Materials, and the Sites not expressly granted in this Agreement. All trademarks, service marks, and logos displayed on the Sites, Materials or used with the Services are the exclusive property of Wittitech and their respective owners. You shall not use the Marks in any manner without Wittitech and their respective owners’ prior written consent, which may be withheld in its or their sole and absolute discretion.
You will comply with all applicable laws and regulations in your use of the Site, Materials and Services, including, but not limited to, export control, anti-boycott and trade sanctions and the Standard Organization of Nigeria (SON) or similar laws. You will indemnify, defend and hold harmless Wittitech, its parents, subsidiaries, affiliates, officers, directors, agents and employees, from and against any violation of such laws or regulations by you or any of your agents, officers, directors, or employees.
Charges and Payment
You shall not be charged a subscription fee unless when required which will be stated on the designated service(s) provided on the site. Payment in full of the fees and charges incurred in connection with your account shall be due upon receipt and payable no later than 30 days of the date of invoice. Failure to make timely payment will result in termination of access to the Site. In addition to and separate from any Subscription Fees, you agree to be responsible for any sales, use, license, transaction or other taxes based on the Site, Materials or the Services provided herein. You acknowledge and agree that we may communicate to you, by fax or email, information concerning charges and payments or any other notices under this Agreement. Wittitech may modify the Subscription Fee at any time, with or without notice when applicable.
Provided that you are otherwise in compliance with this Agreement, you must designate an individual that is authorized to Use the Site, Materials, and Services the “Subscriber”. The Subscriber shall be any specific person: who has received a valid username and password for Use of the Site. The rights and licenses granted in this Agreement are on a per user basis. You shall ensure that your Subscriber(s) shall not share usernames and/or passwords with third parties; including other individuals within your organization. It is your responsibility to ensure (a) the confidentiality of your username(s) and password(s) are maintained; (b) your password(s) are frequently updated and revised; and (c) that is promptly notified if there is any unauthorized use of your account or any breach of security.
Privacy and Submission
Third Party Content and Sites
Third party content or materials may appear on the Site or may be accessible via links from the Site “Linked Sites”. The Third Party Content and the Linked Sites are not controlled or monitored by Wittitech. Wittitech is not responsible for and assumes no liability for any Third Party Content or Linked Sites. The inclusion of the Third Party Content and the Linked Sites on the Site does not imply any relationship or association between Wittitech and the owner of the Linked Sites or any endorsement or sponsorship by Wittitech. Wittitech includes the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites and Third Party Content. You shall use your own judgment, caution, and common sense in using the Third Party Content and Linked Sites.
You acknowledge that our third party content grantors hold proprietary rights in content posted on the Site and that your failure to comply with this Agreement will be a material breach of this Agreement and may cause us to breach our related agreements with such Grantors. You agree that you are solely responsible for Use of the Sites, Materials and Services and for all consequences of such Use. You further agree to indemnify, defend and hold Wittitech, its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any claims, liabilities or demands of any third party, including, but not limited to, attorneys’ fees, resulting from or arising out of your Use of the Sites, Services, Materials, or your violation of any terms and conditions of this Agreement or the Sites. You acknowledge and accept that you assume all risks related to or resulting from your usage, viewing, or access of the sites, materials or the services. The services, the materials, and the sites are made available on an as is and as available basis, without express or implied warranties of any sort, including, without limitation, any express or implied warranties or duties of merchantability, fitness for a particular purpose, title, performance, security, non-infringement or freedom from errors or uninterrupted use. This applies to any and all copies of the sites, including all versions or updates thereof, and to any related data, services, advice or materials.
You acknowledge that we are not warranting that access to or usage of the services and the sites will be uninterrupted or error free. We do not and cannot control the flow or security of data to or from our networks and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt your connections to the internet “or portions thereof”. Accordingly, we disclaim any and all liability resulting from or related to the internet. Further, you acknowledge that the sites, services and materials do not substitute for professional advice. You understand that some laws, regulations, guidelines and other matters addressed in the sites are subject to interpretation and that you shall be solely responsible for, and waive any claim against us and grantor(s) for, any and all loss, damage and expense or claim thereof resulting from your use of the sites, services and materials. You understand that your business or reporting situation(s) may not be suited to the contents of the sites, that independent professional judgment, analysis and advice must be applied to any use of the services, and that you are encouraged to seek professional advice with respect to any application of the services to actual business or reporting matters or situations. You agree that the availability of the sites, services and materials shall not be construed as a rendering of any tax, legal, attest, accounting, auditing or other professional services or advice.
Further, we shall not be liable for any consequential, incidental, indirect, special or punitive damage, loss, or expense, including damage, loss or expense for lost profits, business interruption or lost revenue or business opportunity, related to the Services, Materials, the Sites, or this Agreement, even if we have been advised of the possibility or likelihood of such damages. These limitations shall apply in full regardless of the theory of relief asserted (including negligence), regardless of any assertion that a remedy has failed of its essential purpose and regardless of whether or not the claims or damages were foreseeable. You understand and agree that the provisions of this “Third party content and sites” are for the benefit of Wittitech, Wittitech parent corporations, subsidiaries and other affiliates, and the Grantors, and each of their respective directors, officers, partners, representatives, employees and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
You may not assign this Agreement (including, but not limited, by operation of law), nor any of your rights, duties or obligations to any other party. We may assign this Agreement or any of our rights, duties and/or obligations hereunder.
You agree to use the Site, Materials, and Service for your valid purposes in accordance with this Agreement. The Site, Materials, and Service may not be accessed or used by or on behalf of any business or organization that provides internal audit or risk consulting services or by any business that we determine is our competitor.
Modification of Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, inducements, promises, agreements and other communications, whether written or oral, relating to the subject matter hereof. To the extent that the parties enter into a written agreement respecting the subject matter hereof after the effective date of this Agreement with terms and conditions that differ from those contained in this Agreement, the terms and conditions of the subsequent agreement shall govern. No modification or amendment of this Agreement that you propose shall be effective or enforceable unless it is in writing and has been executed by our authorized representative.
You agree that there is no employment, partnership, agency, or joint venture relationship between you and Wittitech arising out of or resulting from your use of the Site, Materials or the Services. This Agreement is governed by the companies and allied matters (Act Chapter 59) laws of the Federal Republic of Nigeria 1990, without giving effect to any principles of conflict of laws. Wittitech does not warrant that the Site, Materials, or the Services will be lawful outside Nigeria. If you use the Site, Materials and Services outside Nigeria, you will be solely responsible for such use. You may not use or export any Materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, Nigerian export laws and regulations. Any party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.