TERMS OF USAGE/ SERVICE
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and __________ (“Company,” “we,” “us,” or “our”), concerning your access to and use of the Ddembelyo mobile application (“the App”), website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use
Following are the Terms of Usage/ Service for the Company’s (‘Ddembelyo’) services (“Service,” “we,” or “us”). These terms and conditions govern your use of Service at Ddembelyo’s Application (“App”) or Website (“Web”) (collectively as “Platform”); by using the Services on any Platform, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use the Services.
The provision of Services (whether app or web) uses cookies. By using this Service and agreeing to these terms and conditions, you consent to our App’s use of cookies in accordance with the terms of Ddembelyo’s Privacy Policy.
By using the Service in any way, you are agreeing to comply with and be bound by this Privacy Policy and Terms of Usage, as applicable (collectively “Related Agreements”), and all rules, policies and disclaimers posted on the Service or about which you are notified (collectively “Terms”). If you do not agree with all the Terms, or if you are under the age of Eighteen (18), do not use the Service. Please review all of the Terms carefully before using the Service. By using the Service, you (i) agree to be bound by the Terms and (ii) represent that you are over the age of Eighteen (18) and able to form legally binding contracts.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
1. SECURITY OF INFORMATION
The Parties agree that all the Parties respective information and Client (end user) information required for providing the service including personal information such as addresses, telephone numbers and banking details will be kept in the strictest confidence by the Parties and will not be distributed or sold to third parties.
2. CONFIDENTIALITY
2.1 Confidential Information and Obligations:
2.1.1 All documents, other materials and other information made available to a Party or its employees by the disclosing Party in connection with this Agreement (including but not limited to, this Agreement), whether in oral, written, graphic, or electronic form (collectively, the “Confidential Information”), shall be deemed to have been furnished to the other Party in confidence and shall remain the exclusive property of the disclosing Party both during and after the term of this Agreement.
2.1.2 Each Party shall maintain in trust and confidence all Confidential Information which it may (i) develop or accumulate for the disclosing Party during the term of this Agreement or (ii) acquire from the disclosing Party at any time, and will not during the term of this Agreement or thereafter, use the disclosing Party’s Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose the Confidential Information to any other person; provided, however, that the recipient Party may disclose the disclosing Party’s Confidential Information to such employees, agents and Affiliates of the recipient Party who need to know such Confidential Information for the purpose of effectuating this Agreement and who have been informed of and have agreed to protect the confidential nature of such Confidential Information.
2.2 Use of Information:
2.2.1 Nothing in this Agreement shall prohibit or limit either Party’s use of information which:
a. Is now, or hereafter becomes, publicly known or available through lawful means;
b. Is rightfully in recipient’s possession, as evidenced by recipient’s records;
c. Is disclosed to recipient without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction);
d. Is independently developed by recipient without any breach of this Agreement; or
e. Is the subject of a written permission to disclose provided by the disclosing party.
2.2.2 In the event either Party receives a validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall, to the extent reasonably practicable and lawfully permitted, provide prompt notice to the other Party of such receipt and permit the other Party an opportunity to obtain a protective order with respect to such Confidential Information.
2.3 Return of Confidential Information
Upon the termination or expiration of this Agreement, or upon request from the disclosing Party, the non-disclosing Party shall return all Confidential Information to the disclosing Party or destroy all Confidential Information and certify in writing that it has returned or destroyed all such information to the disclosing Party and has not kept any copies of the Confidential Information. The obligation of each Party with respect to the Confidential Information shall survive the termination or expiration of this Agreement.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other Intellectual Property Rights and unfair competition laws in force in Uganda, International copyright laws, and International Conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only.
3.2 Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
3.3 Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
4. LICENSE TO USE APPLICATION AND WEBSITE
4.1 Unless otherwise stated, Ddembelyo and/or its licensors own the intellectual property rights in the Platform and material on the Platform. Subject to the license below, all these intellectual property rights are reserved.
4.2 Ddembelyo hereby grants you a non-exclusive, non-transferable subscription to use the Service during the Term, solely for your personal/ internal use in accordance with the use parameters described in the order form utilized to order such subscription and subject to these Terms of Service.
4.3 You grant to Ddembelyo a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sub licensable (through multiple tiers) license to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract, analyse, research and create derivative works from, content that you have provided or have left in your Posts, in any media now known or not currently known.
4.4 This licensed right may be exercised in order to provide the Service and for other purposes.
4.5 You are consciously aware that while using Ddembelyo, you are solely responsible for your act, omission or conduct and Ddembelyo and/or its Licensor shall not be responsible in any manner whatsoever. You shall be solely liable for any violation of any applicable central or state laws. You undertake to unconditionally indemnify both Ddembelyo against any loss, liability and consequences arising out of your act or omission
4.6 You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of Ddembelyo web Service, or assist any other person or entity in doing so. You acknowledge that all content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Ddembelyo, Users, or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, including code and software for commercial purposes. For permission to use third-party materials appearing on the Service, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Service. The posting of information or materials on the Service does not constitute a waiver of any right in such information and materials.
5. USER REPRESENTATIONS
5.1 By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.
5.2 If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
6. USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
7. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
7.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
7.2 You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the site.
7.3 You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
8. ACCEPTABLE USE
8.1 You must not use this Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
8.2 You must not use this Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
8.3 You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Platform without Ddembelyo’s express written consent.
8.4 You must not use this Platform to transmit or send unsolicited commercial communications.
8.5 Ddembelyo uses all applicable data protection tools and techniques and is compliant with data protection requirements as per the data protection laws in force in Uganda (Data Protection and Privacy Act 2019) and the terms of usage is bound to be updated/ amended periodically. As and when terms are amended, or updated, an intimation will be sent and even otherwise any subsequent usage of Ddembelyo post amendment shall be considered as deemed acceptance. Users are advised to check the terms of usage from time to time and shall use Ddembelyo only upon acceptance of the terms of usage.
9. PROHIBITED ACTIVITIES
9.1 You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
9.2 As a user of the Site, you agree not to:
9.2.1 Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
9.2.2 Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
9.2.3 Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
9.2.4 Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
9.2.5 Use any information obtained from the Site in order to harass, abuse, or harm another person.
9.2.6 Make improper use of our support services or submit false reports of abuse or misconduct.
9.2.7 Use the Site in a manner inconsistent with any applicable laws or regulations.
9.2.8 Engage in unauthorized framing of or linking to the Site.
9.2.9 Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
9.2.10 Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9.2.11 Delete the copyright or other proprietary rights notice from any Content.
9.2.12 Attempt to impersonate another user or person or use the username of another user.
9.2.13 Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
9.2.14 Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
9.2.15 Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
9.2.16 Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
9.2.17 Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
9.2.18 Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
9.2.19 Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
9.2.20 Use a buying agent or purchasing agent to make purchases on the Site.
9.2.21 Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
9.2.22 Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
9.3 User may categorically note that any use or reliance on any content posted or obtained from usage is completely at your own risk and consequences. Ddembelyo do not subscribe, endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted or endorse any opinions expressed herein. User must know that they may be exposed to Content that might be unpleasant, offensive, harmful, inaccurate, deceptive, frivolous, fake or otherwise inappropriate. All Content is the sole responsibility of the person who originated, posted, left or published in any manner such Content. Ddembelyo may not monitor or control the content posted via the Services and, therefore cannot, in any manner, take responsibility for such content.
9.4 We reserve the right to remove Content that violates the User Agreement, including but not limited to intellectual property violation, infringement, misappropriation, impersonation, unlawful conduct, or harassment. User may report any such content by email at _________________________.
10. USER GENERATED CONTRIBUTIONS
10.1 The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”).
10.2 Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
10.2.1 The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
10.2.2 You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
10.2.3 You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
10.2.4 Your Contributions are not false, inaccurate, or misleading.
10.2.5 Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
10.2.6 Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
10.2.7 Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
10.2.8 Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
10.2.9 Your Contributions do not violate any applicable law, regulation, or rule.
10.2.10 Your Contributions do not violate the privacy or publicity rights of any third party.
10.2.11 Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
10.2.12 Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
10.2.13 Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
10.3 Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
10.4 For avoidance of any doubt, Ddembelyo is a health service delivery App which offers nondiscriminatory health services to all persons irrespective of age, race, national origin, gender, sexual orientation, tribe, religion inter alia.
11. CONTRIBUTION LICENSE
11.1 You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
11.2 By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
11.3 We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
12. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
13. SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
14. SETTING UP USER ACCOUNT
14.1 You must provide accurate and complete information, including your legal full name, a working email address, and any other information requested during the account signup process to obtain an account and use the Service, and update this information if it changes.
14.2 You must be a human being to set up an account and use the Service. Accounts may not be created by “bots” or other automated methods.
14.3 You are responsible for keeping your account and password secure, and are also responsible for all activities using your account or password. Ddembelyo is not liable for any loss or damage that results from your failure to comply with this obligation or unauthorized use of your account.
14.4 You may never use another’s account without permission.
14.5 You must notify Ddembelyo immediately of any breach of security or unauthorized use of your account.
14.6 You must inform Ddembelyo’s Admin immediately about any sort of harassment, abuse, verbal abuse or trolling inter alia. However, under any circumstances the user cannot hold Ddembelyo liable for any of the aforesaid consequences.
15. TELECONSULTATION OR DIAGNOSTIC SERVICES:
15.1 Ddembelyo enables you to connect with psychologists, doctors, registered medical practitioners, and diagnostic service providers through various modes available on its App and website for availing various services and also allows you to buy various products available on its Platform.
15.2 You should know that that Ddembelyo collects your information for the provision of the Services and allied/ancillary purposes, which may be shared with the various registered practitioners, who shall be providing eligible services. Information to be collected inter alia includes, name, father’s name, address, medical history, email, mobile number.
15.3 You must know that Ddembelyo is not involved in providing any healthcare services and therefore is not responsible for any interactions between you and such practitioners or for availing any medical services through this platform in any manner whatsoever.
16. BOOKING AND PAYMENT
Booking for various healthcare services made available by Ddembelyo shall be done at its app or website which may have third party link and generally acceptable payment mechanism. You agree that you shall not hold Ddembelyo liable or accountable for any payment made for any product and services, however, Ddembelyo will assist you in case of any difficulty or for required assistance.
17. CANCELLATION AND REFUND
You should know that cancellation and refund for any products purchased is governed by the terms of such product catalogue. For availing healthcare services, cancellation or rescheduling for the booking can be done 24 hours prior to the appointment.
18. RESTRICTED ACCESS
18.1 Access to certain areas of this Platform is restricted. Ddembelyo reserves the right to restrict access to areas of this Platform, or indeed this entire Platform, at Ddembelyo’s discretion.
18.2 If Ddembelyo provides you with a user ID and password to enable you to access restricted areas of this Platform or other content or services, you must ensure that the user ID and password are kept confidential.
18.3 Ddembelyo may disable your user ID and password in Ddembelyo’s sole discretion without notice or explanation.
19. TERM AND TERMINATION
19.1 These Terms of Use shall remain in full force and effect while you use the Site.
19.2 Without limiting any other provision of these terms of use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site (including blocking certain ip addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of use or of any applicable law or regulation. We may terminate your use or participation in the site or delete any content or information that you posted at any time, without warning, in our sole discretion.
19.3 If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
19.4 You are solely responsible for properly closing your account.
19.5 You can close your account at any time by emailing us at _____________________
20. MODIFICATIONS AND INTERRUPTIONS
20.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
20.2 We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
21. CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
22. DISPUTE RESOLUTION
22.1 Binding Arbitration
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be in Nairobi, Kenya. The language of the proceedings shall be English. The governing law of the contract shall be the substantive law of the Republic of Uganda.
22.2 Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
22.3 Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction in Uganda, and the Parties agree to submit to the jurisdiction of that Court.
23. DISCLAIMER
The site is provided on an as-is and as-available basis. You agree that your use of the site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the site, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
24. LIMITATIONS OF LIABILITY
In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site, even if we have been advised of the possibility of such damages.
25. INDEMNIFICATION
25.1 You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.
25.2 Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
26. EXCLUSION OF WARRANTIES
26.1 Ddembelyo services and related documentation are provided “as is” and without any warranty of any kind either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No information, whether oral or written, obtained by you from us through this service shall create any warranty, representation or guarantee not expressly stated in these terms.
26.2 Ddembelyo does not represent or warrant that the service will be uninterrupted or error- free, that defects will be corrected, or that this service or the server that makes it available, are free of viruses or other harmful components.
26.3 Ddembelyo does not warrant or represent that the use or the results of the use of the materials available through the service, from third parties or a linked service will be correct, accurate, timely, reliable or otherwise. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction. However, any action against Ddembelyo is unequivocally subject to Dispute Resolution as stated in clause 22 herein above and to which the User unconditionally agrees.
26.4 Under no circumstances will Ddembelyo be liable for any loss or damage caused by a user’s reliance on information obtained through the service, from third parties (such as professionals or others) or a linked service, or user’s reliance on any product or service obtained from a third party or a linked service.
26.5 No advice or information, whether oral or written, obtained by you from Ddembelyo or through or from the Ddembelyo services shall create any warranty.
26.6 You accept that, as a limited liability entity, Ddembelyo has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Ddembelyo and/or its Licensor’s officers or employees in respect of any losses you suffer in connection with the Platform.
26.7 You agree that the limitations of warranties and liability set out in this Platform disclaimer will protect Ddembelyo and/or its Licensor’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Ddembelyo.
27. ASSIGNMENT
27.1 Ddembelyo may transfer, sub-contract or otherwise deal with Ddembelyo’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
27.2 You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
28. SEVERABILITY
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provisions will continue in effect.
29. RELATIONSHIP OF THE PARTIES
29.1 Nothing in this Agreement shall be construed to constitute Ddembelyo and you in the relationship of an employer-employee, franchiser-franchisee, principal-agent, partners or joint ventures whatsoever.
29.2 Neither Party will have the authority to make any representations, claims or warranties of any kind on behalf of the other Party or on behalf of such Party’s licensors, suppliers or clients. The Agreement shall not confer on either party the ability to bind the other in any other manner than is contemplated by this Agreement.
30. FORCE MAJEURE
Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes, any failure of a Third Party Provider to supply goods or services associated with or comprising a Service, shortages of or failure to deliver the services attributable to an act or failure to act of the Party seeking the protection of the force majeure or any other cause beyond the reasonable control of such Party (“Force Majeure”), provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof.
31. APPLICABLE LAW
This Agreement contains the entire agreement between the Parties and the transaction to which it relates shall be governed by the laws of Uganda
32. ENTIRE AGREEMENT
These terms and conditions constitute the entire agreement between you and Ddembelyo in relation to your use of this Platform, and supersede all previous agreements in respect of your use of this Platform.
33. CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at Email : info@ddembelyo.com
Phone Number: +256 787 832 896 | +256 708 901 232