Effective: the _____________ day of __________________ 2020
1. Contractual Relationship
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND RICH-OAK.
In these Terms, the words "including" and "include" mean "including, but not limited to."
1.2 By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Rich-Oak may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
1.3 THESE TERMS INCLUDE, AMONG OTHER THINGS, YOUR AUTHORIZATION FOR DEBITS AND CREDITS FROM AND TO YOUR BANK ACCOUNT (AS PREDETERMINED BY YOU AND AGREED TO BY US) VIA THE AUTOMATED CLEARINGHOUSE NETWORK ("ACH") AND A BINDING ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
2. The Services
2.1 The Services comprise mobile applications and/or related services (an "Application"), which enable users to secure loan, invest and other financial services and products (the “Financial Solutions”), including with third party providers of such services under agreement with Rich-Oak or certain of Rich-Oak's affiliates ("Third Party Vendors").
2.2 Unless otherwise agreed by Rich-Oak in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use.
2.3 For our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as:
- A copy of your government-issued photo ID, such as a passport or driver’s license;
- A copy of a utility bill, bank statement, affidavit, or other bill, dated within three months of our request, with your name and address on it; and
- Such other information and documentation that we may require from time to time.
3.1 Subject to your compliance with these Terms, Rich-Oak grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to:
3.1.1 access and use the Applications on your personal device solely in connection with your use of the Services; and
3.1.2 access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Rich-Oak and Rich-Oak's licensors.
4.1 You may not:
4.1.1 remove any copyright, trademark or other proprietary notices from any portion of the Services;
4.1.2 reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Rich-Oak;
4.1.3 decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
4.1.4 link to, mirror or frame any portion of the Services;
4.1.5 cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
4.1.6 attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
5. Provision of the Services.
5.1 You acknowledge that portions of the Services may be made available under Rich-Oak's various brands or platform options associated with Financial Services.
6. Third Party Services and Content.
6.1 The Services may be made available or accessed in connection with Third- Party services and content (including advertising) that Rich-Oak does not control.
6.3 Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited, e.t.c. will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered devices, respectively.
6.4 These Third-Party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner.
6.5 Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.
7.1 The Services and all rights therein are and shall remain Rich-Oak's property or the property of Rich-Oak's licensors.
7.2 The Service and its original content, features and functionality are and will remain the exclusive property of Rich-Oak. The Service is protected by copyright, trademark, and other laws of The Federal Republic of Nigeria. Our trademarks may not be used in connection with any product or service without our prior written consent.
7.3 User shall not directly or indirectly:
7.3.1 decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction;
7.3.2 modify, translate, or otherwise create derivative works of any part of the Service; or
7.3.3 copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
7.4 If you choose to provide technical, business or other feedback to the Company concerning the Site or the Services, the Company will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by the Company of Feedback into any of its products or services does not grant you any proprietary rights therein.
7.5 Neither these Terms nor your use of the Services convey or grant to you any rights:
7.5.1 in or related to the Services except for the limited license granted above; or
7.5.2 to use or reference in any manner Rich-Oak's company names, logos, product and service names, trademarks or services marks or those of Rich-Oak's licensors.
8. Supplemental Services.
8.1 Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate disclosures or in connection with the applicable Service(s).
8.2 Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s).
8.3 Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
8.4 Rich-Oak may amend the Terms from time to time. Amendments will be effective upon Rich-Oak's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If Rich-Oak changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Rich-Oak written notice of such rejection within fourteen (14) days of the date such change became effective, as indicated in the "Effective" date above.
8.5 This written notice must be provided either:
8.5.1 by mail or hand delivery to our registered office address for service of process, or
8.5.2 by email from the email address associated with your Account to: (dedicated email address) In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).
9. Access and Use of the Services
9.1 User Accounts.
9.1.1 In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account").
9.1.2 Account registration requires you to submit to Rich-Oak certain personal information, such as your name, address, mobile phone number and age, and may include at least one valid payment method supported by Rich-Oak.
9.1.3 You agree to maintain accurate, complete, and up-to-date information in your Account.
9.1.4 Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services.
9.1.5 You are responsible for all activity that occurs on your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Rich-Oak in writing, you may only possess one Account.
9.1.6 Changes to Account detail may take up to twenty (24) hours to be undated due to addition background verification to be carried out.
9.2 User Requirements and Conduct.
9.2.1 You may not authorize third parties to use your Account.
9.2.2 You may not assign or otherwise transfer your Account to any other person or entity.
9.2.3 You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., money laundering).
9.2.4 You may not in your access or use of the Services perpetuate fraud or fraudulent activities, whether to and/or on the Third-Party Provider or any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.
9.3 Text Messaging and Telephone Calls.
9.3.1 You agree that Rich-Oak may contact you by telephone, text and/or email at any or all of the means of communication/notices provided by you or on your behalf in connection with a Rich-Oak account, including for marketing purposes.
9.3.2 You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services.
9.3.3 If you do not choose to opt out, Rich-Oak may contact you.
9.4 User Provided Content.
9.4.1 Rich-Oak may, in Rich-Oak's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Rich-Oak through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content").
9.4.2 Any User Content provided by you remains your property. However, by providing User Content to Rich-Oak, you grant Rich-Oak a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Rich-Oak's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
9.5 Representation and Warranty.
You represent and warrant that:
9.5.1 you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Rich-Oak the license to the User Content as set forth above; and
9.5.2 neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Rich-Oak's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
9.5.3 You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Rich-Oak in its sole discretion, whether or not such material may be protected by law. Rich-Oak may, but shall not be obligated to, review, monitor, or remove User Content, at Rich-Oak’s sole discretion and at any time and for any reason, without notice to you.
10. Network Access and Devices.
10.1 You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device.
10.2 You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto.
10.3 Rich-Oak does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices.
10.4 In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
11.1 You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). Rich-Oak will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee, processing fees for split payments and/or commissions.
11.2 All Charges and payments will be enabled by Rich-Oak using the preferred payment method designated in your Account, after which you will receive a receipt/notification usually by email or in-app.
11.3 We are not responsible for any third-party fees that may be incurred as a result of using the Services, including, but not limited to, third-party fees incurred as a result of maintaining insufficient funds in your Bank Account.
11.4 We are not responsible for ensuring your debit card has sufficient funds for your needs, purposes, or transactions.
11.5 If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Rich-Oak may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Rich-Oak.
11.6 As between users, users reserve the right to establish, remove and/or revise Charges for any or all services or goods publicised through the use of the Services at any time.
11.7 Rich-Oak will use reasonable efforts to inform you of Charges that may apply to the Services, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.
11.8 Rich-Oak may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
11.9 You may elect to cancel your request for Services at any time prior to the consummation of such Services, in which case you may be charged a cancellation fee on a Third-Party Provider’s behalf.
11.10 After you have received services or goods obtained through the Service, you may have the opportunity to rate your experience and leave additional feedback, without which you may be unable to carry out another transaction.
11.11 Rich-Oak may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third-Party Providers or other third parties.
12. Dispute Resolution
12.1 By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Rich-Oak on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Rich-Oak, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Rich-Oak by someone else.
12.2 Agreement to Binding Arbitration Between You and Rich-Oak.
You and Rich-Oak agree that any dispute, claim or controversy arising out of or relating to:
12.2.1 these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or
12.2.2 your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Rich-Oak, and not in a court of law.
12.3 You acknowledge and agree that you and Rich-Oak are each waiving the right to a trial or to participate as a plaintiff or class member in any purported class action or representative proceeding.
12.4 Unless both you and Rich-Oak otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
12.5 However, you and Rich-Oak each retain the right to bring an individual action in small claims court and the right 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.
13. Rules and Governing Law.
13.1 You and Rich-Oak shall endeavour to resolve any dispute arising out of or connected with the interpretation, or any allegation or actual breach of this Agreement by mutual consultation, within seven (7) business days of the occurrence and if that fails, the party shall resolve the dispute through arbitration.
13.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination which cannot be mutually resolved by mutual consultation, shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act Cap. A18, Laws of the Federation of Nigeria, 2004 (“Arbitration Act/ACA”) or any statutory re-enactment or modification thereof.
13.3 The award of the Arbitrator so appointed shall be final and binding on the Parties unless set aside in accordance with the provisions of the Arbitration Act.
13.4 Unless you and Rich-Oak otherwise agree, the arbitration will be conducted in Abuja.
13.5 A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the ACA.
13.6 If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the President of the Chartered Institute of Arbitrators, Nigerian Branch will appoint the Arbitrator.
14.1 Notwithstanding the provisions in Clause 1 above, regarding consent to be bound by amendments to these Terms,
if Rich-Oak changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms),
you may reject any such change by providing Rich-Oak written notice of such rejection within fourteen (14) days of the date such change became effective,
as indicated in the "Effective" date above. This written notice must be provided either:
14.1.1 by mail or hand delivery to our registered office address for service of process, or
14.1.2 by email from the email address associated with your Account to: admin@Rich-Oak.com In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement.
14.2 By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Rich-Oak in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
15. Severability and Survival.
15.1 If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason:
15.1.1 the unenforceable or unlawful provision shall be severed from these Terms;
15.1.2 severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and
15.1.3 to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
16. Disclaimers; Limitation of Liability; Indemnity.
16.1.1 The Services are provided "As is" and "As available." Rich-Oak disclaims all Representations and Warranties, Express, Implied, Or Statutory,
Expressly Set Out in these terms, Including the Implied Warranties of Merchantability, Fitness For A Particular Purpose And Non-Infringement.
16.1.2 In Addition, Rich-Oak makes no Representation, Warranty, or Guarantee regarding the Reliability, Timeliness, Quality, Suitability, or Availability of the Services or any Services requested through the use of the Services, or that the Services will be uninterrupted or error-free.
16.1.3 Rich-Oak does not guarantee the quality, suitability, safety or ability of third-party vendors.
16.1.4 You agree that the entire risk arising out of your use of the Services, and any Financial Service ordered/provided in connection therewith, remains solely with you, to the maximum extent permitted under the Applicable Law and these Terms.
16.2 Limitation of Liability.
Rich-Oak shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, regardless of the negligence (either active, affirmative, sole, or concurrent) of Rich-Oak, even if Rich-Oak has been advised of the possibility of such damages.
16.3 Rich-Oak shall not be liable for any damages, liability or losses arising out of:
16.3.1 Your use of or reliance on the services or your inability to access or use the services; or
16.3.2 any transaction or relationship between you and any Third-Party Vendor, even if Rich-Oak has been advised of the possibility of such damages.
16.3.3 Rich-Oak shall not be liable for delay or failure in delivering financial products resulting from causes beyond Rich-Oak's reasonable control.
16.4 The Limitations and Disclaimer in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under Applicable Law.
You agree to indemnify and hold Rich-Oak and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with:
16.5.1 your use of the Services or services or goods obtained through your use of the Services;
16.5.2 your breach or violation of any of these Terms;
16.5.3 Rich-Oak's use of your User Content; or
16.5.4 your violation of the rights of any third party, including Third-Party Providers.
17.1 Choice of Law.
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above.
17.2.1 Rich-Oak may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account.
17.2.2 Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email or telephone). You may give notice to Rich-Oak, with such notice deemed given when received by Rich-Oak, at any time by first class mail or pre-paid post to our registered office address for service of process.
18.1 You may not assign these Terms without Rich-Oak's prior written approval.
18.2 Rich-Oak may assign these Terms without your consent to:
18.2.1 a subsidiary or affiliate;
18.2.2 an acquirer of Rich-Oak's equity, business or assets; or
18.2.3 a successor by merger.
18.3 Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Rich-Oak or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
18.4 Rich-Oak's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Rich-Oak in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.