Your Agreement
INTRODUCTION
1.1. This End User License Agreement (EULA or Agreement) is a legal agreement between You (Licensee or You) and CYCLUNO INC (CYCLUNO, the Licensor or We). This Agreement governs your use of CYCLUNO on all platforms such as web and mobile, including all related technology provided by CYCLUNO (the “Platform).
1.2. We license the use of the Platform to you on the basis of this Agreement. We do not sell the Platform to you. We remain the owners of the Platform at all times.
1.3. Please read this EULA properly And carefully before clicking the “I AGREE” button, installing or using this Platform.
1.4. By clicking the “I AGREE” button, or installing or downloading or otherwise using this Platform, you:
a. acknowledge that you have read and understood this Agreement;
b. represent that there are no legal restrictions on your ability to use the Platform; and
c. accept this Agreement and agree that you are bound by the terms and conditions of this EULA. If you are entering into this EULA on behalf of an entity, you represent that you have the authority to bind such entity.
1.5. If you do not agree to the terms and conditions of this Agreement, then you may not click on the “I AGREE” button nor install or download nor use the Platform.
1. GRANT AND SCOPE OF LICENSE
2.1. In consideration of your agreeing to abide by the terms of this Agreement, the CYCLUNO hereby grants you a non-exclusive, non-transferable license to:
a. download, install and use the Platform for your personal, non-commercial use on a mobile device owned or otherwise controlled by you, strictly in accordance with the Platform’s documentation; and
b. access, download and use on such technology device, the Content and Services (as defined in Clause 6) made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement and the Terms and Conditions applicable to such Content and Services as defined in Clause 6).
2. LICENSE RESTRICTIONS
3.1. The Licensee shall not:
a. copy the Platform, except as expressly permitted by this license;
b. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
c. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
d. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
e. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
f. remove, disable, circumvent, or otherwise create or implement any workaround to any copyright protection, rights management, or security features in or protecting the Platform; or
g. use the Platform in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
3. INTELLECTUAL PROPERTY RIGHTS
4.1. You acknowledge that all intellectual property rights in the Platform belong to the Licensor, that rights in the Platform are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Platform other than the right to use the Platform in accordance with the terms of this Agreement.
4.2. You acknowledge that you have no right to have access to the Platform in source code form other than as expressly provided in this Agreement.
4.3. CYCLUNO and its 3rd party service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. COLLECTION AND USE OF YOUR INFORMATION
5.1. You acknowledge that when you download, install, or use the Platform, we may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device and about your use of the Platform. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Platform or certain of its features or functionality.
5.2. Information we collect through or in connection with this Platform is subject to our Privacy Policy (embed link to privacy policy). By downloading, installing, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy (embed link to privacy policy).
5. CONTENT AND SERVICES
6.1. The Platform may provide you with access to products and services accessible thereon, including (i) purchase of CYCLUNO products offerings; (ii) wallet funding; (iii) payment options; (iv) general industry information and other related trends; and certain features, functionality, and content accessible on or through the Platform which may be hosted on the Website (collectively, "Content and Services").
6.2. Your access to and use of such Content and Services are governed by the Website's Terms and Conditions and Privacy Policy which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms and Conditions and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Platform's features and functionality.
6.3. Any violation of these terms of use will also be deemed a violation of this Agreement.
6. GEOGRAPHIC RESTRICTIONS
7.1. The Content and Services are not restricted to any particular geographic location. You are free to download, install, and use the Platform in any country, region, or territory where the Platform is legally available.
7.2. You are responsible for complying with all applicable laws and regulations governing the use of the Platform in the respective geographic locations.
7.3. CYCLUNO reserves the right to modify, suspend, or terminate the availability of the Platform in any geographic location, at any time and without notice, in its sole discretion. CYCLUNO shall have no liability to you for any such modification, suspension, or termination.
7.4. CYCLUNO may use location-based services or other technologies to verify your geographic location and to enforce compliance with this provision.
7. UPDATES
8.1. CYCLUNO may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that CYCLUNO has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
8.2. Based on the settings of your technology device, when your device is connected to the internet either:
a. the Platform will automatically download and install all available Updates; or
b. you may receive notice of or be prompted to download and install available Updates.
8.3. You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
8. THIRD-PARTY MATERIALS
9.1. The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”).
9.2. You acknowledge and agree that CYCLUNO is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. CYCLUNO does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
9. NO GUARANTEES
10.1. This Platform is provided “as is” with no representation, guarantee or agreement of any kind as to its functionality. We cannot guarantee that access to the Platform will be uninterrupted or that there will be no delays or failures. We cannot also guarantee that no viruses or other contaminating or destructive properties will not be transmitted or that no damage will occur to your technology device.
10.2. You are responsible for adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for viruses or other destructive properties. We are not responsible if you incur any loss as a result of any of the matters set out in this Clause 10.
10.3. We are not responsible for any third-party software that may be used in connection with the Platform.
10. DISCLAIMER OF WARRANTIES
11.1. THE PLATFORM IS PROVIDED TO END USERS "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MOTOPSY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING.
11.2. CYCLUNO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
12.1. To the fullest extent permitted by applicable law, in no event will CYCLUNO or its affiliates, or any of its or their respective third-party service providers, have any liability arising from or related to your use of or inability to use the application or the Content and Services for:
a. personal injury, property damage or loss, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, or punitive damages.
b. direct damages in amounts that in the aggregate exceed the amount actually paid by you for the Platform.
12.2. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or the Licensor was advised of the possibility of such damages.
12.3. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you.
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless CYCLUNO and its officers, representatives, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
13. PERSONAL DATA
14.1. Personal data is all information that directly or indirectly may refer to the Platform user which he/she has provided in the course of this Agreement or use of the Platform. Such includes: contact information [name, title, address, email address, mobile phone number etc, Date of birth];
14.2. Where necessary, we will process the personal data in order to provide a simplified service and in order to improve user experience. We will process the personal data for confirming your identity, administering the customer relationship, preventing misuse or improper use of our Platform, for the prevention of money laundering, customer analysis, assessment, risk analysis and management, business development, for commercial and marketing purposes and for complying with applicable laws.
14.3. By accepting the terms of the Platform, you agree that we may use and/or reuse data provided or previously provided and we may carry out enquiries to help on your use of the Platform. Where available, we will use such information to confirm your identity and simplify the use of our service.
14. PERSONAL DATA PROTECTION PRINCIPLES
15.1. We adhere to the principles relating to Processing of Personal Data set out in the Nigerian Data Protection Act 2023 (NDPA) which requires personal data to be:
15.1.1. processed lawfully, fairly and in a transparent manner;
15.1.2. collected only for specified, explicit and legitimate;
15.1.3. adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;
15.1.4. accurate and where necessary kept up to date;
15.1.5. not kept in a form which permits your identification for longer than is necessary for the purposes for which the data is processed;
15.1.6. processed in a manner that ensures its security using appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage;
15.1.7. not transferred to another country without your consent of the and appropriate safeguards being in place; or
15.1.8. made available to you and allow you to exercise certain rights in relation to your personal data.
15.2. We are responsible for and must be able to demonstrate compliance with the data protection principles listed above.
15. SEVERABILITY
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
16. GOVERNING LAW
17.1. This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria without giving effect to any choice or conflict of law provision or rule.
17.2. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the Nigerian Courts within the applicable jurisdiction
17. ENTIRE AGREEMENT
This Agreement, the Terms and Conditions and our Privacy Policy constitute the entire agreement between you and CYCLUNO with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.
18. WAIVER
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
19. TERM AND TERMINATION
20.1. The term of this Agreement commences when you download or install the Platform or acknowledge your acceptance and will continue in effect until terminated by you or CYCLUNO as set forth in this Clause 20.
20.2. You may terminate this Agreement by deleting the Platform and all copies thereof from your technology device.
20.3. CYCLUNO may terminate this Agreement at any time without notice if it ceases to support the Platform, which CYCLUNO may do in its sole discretion, or CYCLUNO ceases to exist. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
20.4. Upon termination:
a. all rights granted to you under this Agreement will also terminate; and
b. you must cease all use of the Platform and delete all copies of the Platform from your technology device and account.
20.5. Termination will not limit any of CYCLUNO ’s rights or remedies at law or in equity.
20. COMMUNICATION BETWEEN US
21.1. If you are a user, and you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by email [INSERT EMAIL ADDRESS]. We will confirm receipt of this by contacting you in writing, by email.
21.2. If we have to contact you or give you notice in writing, we will do so by email to the email address you provide or confirm to us.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, CLICK ON THE “REJECT” BUTTON BELOW.