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Automation for Good: Terms and Conditions

TERMS OF USE

Please read this Agreement carefully before accessing our Automation for Good Webpage. As a condition to and in consideration of receiving and accessing the program, the User agrees to be bound by the terms of this Agreement. Use of or access to this webpage shall constitute acceptance of and concurrence to be bound by this Agreement.

Your agreement to these Terms of Use (“Terms”) takes effect when an organization is nominated via the application form, and checkbox representing these terms. If you are entering into this agreement for an entity, such as the company you work for or nominated, you represent to us that you are lawfully able to enter into contracts and have legal authority to bind that entity. In that case, “you” and such entity “your” are bound by this Agreement.

 

If you do not wish to be bound by this agreement, do not use the webpage. If you have any questions about this Agreement, please contact us via e-mail at info@dipolediamond.com

Background

dipoleDIAMOND “DDL” offers a Automation for Good Program (AFG) to non-governmental organizations, charities and not-for-profit entities that wish to automate some of their manual repetitive business tasks using automation tools for digital transformation. Automation for Good aims to bridge this gap by providing pro-bono automation support to three selected African non-profits. By automating essential business processes, we seek to enhance their productivity, optimize resources, and enable them to focus on what truly matters – making a difference in people’s lives.

You or the nominated organization wishes to participate in the Program, subject to the terms and conditions of this Agreement.  

1. License

The AFG program and bot provided for you or your organization is owned by dipoleDIAMOND or an official Partner, and is copyrighted and licensed, not sold. The term “Bot” means the software automation robot where the automated business process is built and compiled for use. Subject to the terms contained herein, this bot is granted specifically for internal business purposes ONLY exclusively within your organization.

We grant you a limited, non-exclusive, non-assignable, non-transferable, revocable worldwide license for the bot, as specified in these Terms of Use. You agree to ensure that anyone who uses the bot does so only for your authorized use and complies with these terms, privacy policy and other terms and conditions on our website. You will not be charged for the rights granted to you under this license.

2. Using AFG Bot

Using AFG program does not grant you ownership of any intellectual property rights in the Software or any other material supplied with the Bot or the content you may have access to. The Terms do not grant you the right to use any branding or logos contained in the Bot and resources except your proprietary information.

Unless otherwise agreed, your participation and use of the Bot resources is free of charge and exclusively in your entity as a business solution.

Condition for participation is the successful registration/nomination on our webpage https://www.dipolediamond.com/afg/. For this participation, certain company-related information and contact details must be provided. After we will evaluate the nominated organizations, contact the shortlisted organizations and upon further confirmation of interest, at our discretion we will select the business process(es) to automate subject to these terms.

Except our free of charge provision of an automated business process Bot, and associated documentation covered by the program, any cost associated to participation in this program such as hardware, software, internet, personnel or administrative costs incurred by you or your organization shall be your sole liability

dipoleDIAMOND will determine abuse and/or misuse of this program participation, and reserves the right to withdraw the participation of you, your or any organization.

3. Restrictions

You may not sub-license, distribute, publish, transfer, rent, lease or otherwise make available the bot to any third-party. To the fullest extent permitted by applicable law, you may not disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the bot that is provided to you. Under no circumstances may any portion of the bot or the third-party platform’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.

You will not access the bot or use its evaluation to collect any market research for DDL’s competing business. Where a change in the approval flow or business process occurs and renders the already deployed bot unusable, you will be responsible for the cost or risk of such a change in bot reconstruction.

4. Warranty

  • This Bot is supplied “AS IS” based on information and validation provided by you and your representatives during requirement gathering, business analysis and implementation delivery of the Bot.

  • without any warranty, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose or uninterrupted or error free use of the Bot or that defects will be corrected or that the Bot or the server and platform that makes it available are free of viruses or anything else which may be harmful or destructive.

  • The entire risk arising out of use or performance of the Bot and any documentation remains with you.

 5. Marketing & Promotions

By participation in the AFG program, you agree that we shall have unrestricted and unlimited right to use you or your organization details such as name, branding, logo, quotes, testimonials, details of business process automated, value derived and other information that’s not confidential, for use of marketing and promotional purposes. This information can be used in any form or mode of marketing, sales, and promotional efforts.

6. Limited Liability  

dipoleDIAMOND will not be liable for:

  • loss of, or damage to, your records, or data; or

  • any damages claimed by you based on any third-party claim.

You agree to indemnify and hold dipoleDIAMOND, its successors, affiliates, employees, representatives and agents harmless to the fullest extent from and against all liabilities, legal fees, damages, losses, costs, and other expenses in relation to any claims or actions brought against us arising out of or in any related to your breach of the Terms of Use or other liabilities arising out of your use of the Bot and participation in the AFG Program.

7. Privacy & Data Protection

Any Personal Information collected during use of the Program will be handled in compliance with the data protection laws, regulations and implementation framework (including but not limited to the Nigeria Data Protection Regulation 2019) in force in the Federal Republic of Nigeria in the processing of personal data and other relevant data obtained in the course of the performance of their respective obligations under this Agreement.

Where any of the Parties utilizes third party processors to perform its obligations under this Agreement, the Party shall ensure that the processor is under a similar confidentiality and data protection obligation as those contained in this Agreement. Each Party shall be liable for its unlawful processing of such data and that of its third-party processors.

Parties shall ensure that they adopt and implement adequate physical and technical measures to guarantee the confidentiality, secure processing and storage of Personal and Sensitive Data obtained and processed pursuant to their respective obligations under this Agreement.

Please also note that the Bot contains tools provided by third party service providers and therefore we cannot guarantee the privacy of all your materials. This includes such information as your details (name, email, company, any phone number you choose to provide) for registration on the third-party platform; portal settings (language, content, texts, permissions); and portal information (behavior, events, actions performed, number of logins, creation and login dates, syncs to third party service providers).

8. Changes to the Terms of Use

From time to time, we may modify existing Terms and/or update these Terms with additional terms that apply to the AFG Program. You should stop using the Bot if you don’t accept the changes, and delete all copies of the software and any derived works that may have been produced.

9. Non-Solicitation

You or Your shall not at any time from the commencement of this Agreement or participation in the AFG program, solicit or entice away or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of DDL or us in relation to any business venture. This Clause shall however not apply to an employee who: (i) independently responds to any general indirect solicitations (such as general newspaper advertisements, and internet postings) not targeting such personnel, or (ii) are terminated 6 months prior to commencement of employment discussions between the hiring party and such employee.

10. Termination

 

The only right with respect to dissatisfaction with any policies, guidelines, or practices of operation of DDL

Website or its owner company, or any change in Content, is for you to discontinue accessing this Website. dipoleDIAMOND may terminate or temporarily suspend your access to all or any part of this Website, without notice, for conduct that we believe is a violation of this Agreement or any policies or guidelines posted by us, or for other conduct which we believe, in its sole discretion, is harmful to us or other Users. We may discontinue operating the Website and terminate this Agreement without notice at any time for any reason in its sole discretion. In the event of termination, you are no longer authorized to access this Website, including the Interactive Areas, and the restrictions imposed on you with respect to Content downloaded from the Website, as well as the disclaimers and limitations of liabilities set forth in this agreement, shall survive.

11. General (Links; Disclaimers of Warranties; Limitations of Liability)

 

11.1 Links.

 

You understand that except for Content, products or services expressly available on this Website, neither,  dipoleDIAMOND, its subsidiary and parent companies, or affiliates, or their respective directors, officers,  employees, and agents, or through its AFG program controls, provides, or is responsible for any Content, goods or services available through sites on the Internet linked to or from this Website. All such Content, goods and services are made accessible on the Internet by independent third parties and are not part of this Website or controlled by us. DDL neither endorses nor is responsible for the accuracy, completeness, usefulness, quality or availability of any Content, goods or services available on any site linked to or from this Website, which are the sole responsibility of such independent third parties, and your use thereof is solely at your own risk. Neither DDL, its subsidiary and parent companies, or affiliates, or their respective directors, officers, employees, and agents shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any Content, goods or services  available on any site linked to or from this Website or your inability to access the Internet or any site linked  to or from her Website.

 

11.2 Disclaimer of Warranties.

 

Please use your best judgment in evaluating all the information contained or opinions expressed on this  Website. It is the policy of  dipoleDIAMOND not to endorse or oppose any opinion expressed by a User or  Content provided by a User, Contributor, or other independent parties. You expressly agree that your use of  this Website is at your sole risk, neither dipoleDIAMOND nor any of its subsidiary and parent companies, or affiliates, or their respective directors, officers, employees, agents, contractors, affiliates, licensors or other suppliers providing content, data, information or services warrants that this Website or any internet site linked to or from this Website will be uninterrupted or error-free, that defects will be corrected, or that this site, including the interactive areas, or the server that makes it available are free of viruses or other harmful components, nor do any of them make any warranty as to the results that may be obtained from the use of this Website or any internet site linked to or from this Website or as to the timeliness, sequence, accuracy, authority, completeness, usefulness, non-infringement, reliability, availability, or substance of any content, information, service, or transaction provided through this Website or any site linked to or from this Website. THE WEBSITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

11.3 Limitation of Liability.

 

  1. Under no circumstances shall dipoleDIAMOND Limited, its subsidiary and parent companies or affiliates or their respective directors, officers, employees, agents, contractors, or licensors be liable to you or any other third party for any decision made or action taken by you in reliance on the content contained within this Website or the content contained within any Internet site linked to or from this Website. The content within this Website and the content within Internet sites linked to or from this Website may include technical or other inaccuracies or typographical errors. Changes are periodically added to the content herein; these changes will be incorporated in new versions of this Website and specifically are included in this section agreement. dipoleDIAMOND and its contributors may make improvements and/or changes in the content at any time and from time to time.

  1. You specifically acknowledge and agree that dipoleDIAMOND Limited is not liable for any defamatory, offensive, fraudulent, or otherwise illegal conduct of any user. If you are dissatisfied with any of this Website content, or with the access agreement of this Website, in whole or in part, the user’s sole and exclusive remedy is to discontinue using the Website.

12. Entire Agreement

 

This Agreement comprises the entire agreement between dipoleDIAMOND Limited and You and supersedes any prior agreements with respect to the subject matter herein.

13. Variation of Terms

  1.  dipoleDIAMOND Limited may revise this Agreement or any other policy at any time and from time to time, and such revision shall be effective two (2) days upon posting notice of such revision prominently on this Website.

  1. You agree to review this Agreement periodically to be aware of such revisions. If any such revision is unacceptable to you, you must discontinue accessing this Website. To continue accessing and using this Website following notice of any such revision shall conclusively be deemed acceptance of all such revisions.

 

14. Severability

 

  1. If any provision of this Agreement or any other policy is held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties and the remaining portions will continue in full force and effect.

  1. The provisions of Sections 1,2,3,4,5,6,7,11, 16,18 and 19 shall survive the termination or expiration of this Agreement.

 

15. Non-waiver of Rights

 

The failure of dipoleDIAMOND Limited to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

 

16. Trademark

 

All logos, brand names, products, trademarks and service marks appearing herein may be the trademarks or service marks of their respective owners. References to any trademark, service mark and links to or from this Website have been done strictly for clarification and identification and does not constitute endorsement by dipoleDIAMOND Limited of the products, services or information offered by the owner of such trademark, service mark or link or endorsement of dipoleDIAMOND Limited by such trademark, service mark or link owner.

 

17. Assignment

 

This Agreement is personal to you and you may not assign your rights or obligations herein to anyone.

 

18. Jurisdiction

 

This Agreement shall be governed by the laws of the state or province of domicile of dipoleDIAMOND  Limited (being Lagos, Nigeria), excluding its conflict of laws rules, and you and this Website each submit to the exclusive jurisdiction of the courts of that state or province.

19. Governing Law

This Agreement/Terms of Use shall be governed, interpreted and executed exclusively in accordance with the substantive laws of Nigeria.

If a dispute arises between the Parties in connection with the interpretation, implementation or operation of this agreement or its subject matter or the validity of any document furnished by the parties under this Agreement which cannot be resolved amicably by the parties, the parties will promptly meet to consider whether there is a possibility of resolution.

If the parties are unable to reach a consensus and resolve the dispute, the matter shall be referred to litigation in Nigerian Courts of competent jurisdiction sitting in Lagos State.

 

The Terms and Conditions is Effective from July 26, 2023