Welcome, and thank you for your interest in the Student And Teachers Electronic Education Platform, also known as SATEEP ( Also referred to as “We” or “Us” in this document), which operates the web site located at http://sateep.com and related application programming interfaces (API’s), mobile applications and online services (the “Website”). The following Terms of Service are a legal contract between you (“You”) and SATEEP (carried out by Esquared Lab Ltd, the parent company) regarding your use of the Website. Visitors and users of the Website are referred to individually as “User” and collectively as “Users”. Visitors are also be referred to as “Students” and “Tutors” depending on the role on the website.
IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO REGISTER WITH THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN RESPECT OF SUCH CHILD’S USE OF THE WEBSITE.
Table of Contents:
1. Eligibility; Accounts. THE WEBSITE IS NOT AVAILABLE TO (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE WEBSITE BY SATEEP. FOR USERS LESS THAN 13 YEARS, PARENTAL CONSENT WILL USUALLY BE REQUIRED.
By registering an account for the Website, You represent (a) that You have not been previously suspended or removed from the Website by SATEEP; (b) that You are either (i) at least 13 years of age, or (ii) Your parent and/or guardian has consented to Your use of the Website; and (c) that your registration and your use of the Website is in compliance with any and all applicable laws and regulations.
1.1 Account. In order to use certain features of the Website, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to SATEEP, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), then You agree to immediately notify SATEEP and the Website administrators (Esquared Lab ltd) at email@example.com. You may be liable for the losses incurred by yourself or SATEEP due to any unauthorized use of your Website account.
1.2 Child User. If You are a User of the Website and are under the age of 13 (“Child User”), You may not register an account for the Website without consent and approval from your legal parent or guardian. A Child User that begins the registration process for himself or herself without a Parent User may have the registration process restricted until a Parent User approves or assumes responsibility for the Child User account. Additionally, a Child User may use the Website if registered through certain educational organizations or, in certain cases (as defined below), by Coaches that have entered into a relationship directly with SATEEP and through which education organization or Coach the legal parent and/or guardian of such Child User has consented to use of the Website. A Child User that has registered through such external educational organizations, third party applications, or Coaches will only be permitted to use the Website for so long as SATEEP reasonably believes that such access has been consented to by the Child User’s parent or guardian.
1.3 Parent User. If You are at least 18 years of age and you are the legal parent or guardian of a child that seeks to register as a Child User of the Website, You may register a parent account on the Website (as a “Student”). As a Parent User, you can then share assist your child in the selection of teachers and potentially oversee the lecture and later evaluation process for the tutors. IF YOU REGISTER, APPROVE THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY CHILD USER, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH CHILD USER’S LEGAL PARENT OR GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH CHILD USER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITE BY THE CHILD USER. You acknowledge that SATEEP may choose, but is not obligated, to make any inquiries, either directly or through third parties, that SATEEP deems necessary to validate Your registration information, including without limitation engaging third parties to provide verification services. SATEEP reserves all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT SATEEP CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER (INCLUDING TUTORS) AND THAT SATEEP IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER, INCLUDING ANY USER’S CLAIM TO BE A PARENT USER, OR TO VERIFY A TUTORS DETAILS. A Parent User account, along with its associated student access, may be terminated by SATEEP at any time and without warning for any failure to abide by these Terms.
1.4 Tutors. SATEEP may make available and continuously improve and update certain features and tools that permit Tutors and certain Users (such as, for example, representatives of schools, special education groups, teachers, and other educators) to work with students and other Users through the Website in order to provide such students and other Users with tutorial, educational and other education-related services, and to review and evaluate educational achievement and progress of such students and other Users (each a “Tutor”). If you are a Tutor, you must use SATEEP’s Tutor registration process when registering accounts on the Website for your services.
3. Modification of the Terms. SATEEP reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes. Your continued use of the Website after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, SATEEP will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Website, and such amended terms will be effective against You on the earlier of (i) your actual notice of such changes and (ii) thirty days after SATEEP makes reasonable attempt to provide you such notice. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
4. User Content License Grant; Representations and Warranties.
4.1 User Content. SATEEP may permit (a) the posting and/or publishing by You and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications. You understand that whether or not such User Content is published, SATEEP does not guarantee any confidentiality with respect to any submissions.
4.2 License Grant to SATEEP. By posting, submitting or distributing User Content on or through the Website, You hereby grant to SATEEP a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
4.3 License Grant to Users.
(a) User Postings. By posting, submitting or distributing User Postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use your User Postings in any manner permitted or made available by SATEEP on or through the Website.
4.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting, creating, or publishing them. You represent and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize SATEEP and SATEEP’s Users to use your User Content as necessary to exercise the licenses granted by You in these Terms and in the manner contemplated by SATEEP and these Terms; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.
4.5 Access to Your User Content. SATEEP may permit Users to share their User Content and lessons with a select group of other Users to view. You acknowledge and agree that, although SATEEP may provide certain features intended to allow you to restrict some User Content you create from others, SATEEP does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, SATEEP will use reasonable efforts to notify you pursuant to Section 14.1 below. SATEEP HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.
4.6 User Content Disclaimer. You understand that when using the Website You will be exposed to User Content from a variety of sources, and that SATEEP is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that You may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against SATEEP with respect thereto. SATEEP does not endorse any User Content or any opinion, recommendation or advice expressed therein, and SATEEP expressly disclaims any and all liability in connection with User Content and lectures provided using the website.
5. Copyright Monitoring. It is SATEEP’s policy to respond to notices of alleged copyright infringement. SATEEP will promptly terminate without notice your access to the Website if You are determined by SATEEP to be a “repeat infringer.” A repeat infringer is a User who has been notified by SATEEP of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Website more than twice.
6. Proprietary Materials; Licenses
6.1 Proprietary Materials. The Website is owned and operated by Esquared lab Ltd. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Website (the “Website Materials”) are protected by National (Nigerian) and international copyright and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 6, all Website Materials, and all trademarks, service marks, and trade names, contained on or available through the Website are owned by or licensed to SATEEP, and SATEEP and Esquared lab Ltd reserves all rights therein and thereto not expressly granted by these Terms.
6.2 Licensed Educational Content. SATEEP may make available on the Website certain educational videos, exercises, and related supplementary materials that are owned by SATEEP or its third-party licensors
7. Prohibited Conduct. YOU AGREE NOT TO:
7.1 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
7.2 post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
7.3 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, or perform any other fraudulent activity;
7.4 delete the copyright or other proprietary rights notices on the Website or on any Licensed Educational Content, Licensed Educational Code, or User Content;
7.5 assert, or authorize, assist, or encourage any third party to assert, against SATEEP or any of its content providers, affliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content You have used, submitted, or otherwise made available on or through the Website;
7.6 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
7.7 use the Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
7.8 defame, harass, abuse, threaten or defraud Users of the Website, or collect, or attempt to collect, personal information about Users or third parties without their consent;
7.9 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website, Licensed Educational Content, Licensed Educational Code, or User Content, features that prevent or restrict use or copying of any content accessible through the Website, or features that enforce limitations on the use of the Website, Licensed Educational Content, Licensed Educational Code, or User Content;
7.10 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
7.11 modify, adapt, translate or create derivative works based upon the Website or any part thereof, except and only to the extent expressly permitted by SATEEP herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or
7.12 intentionally interfere with or damage operation of the Website or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
8. Third-Party Sites, Products and Services; Links. The Website may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). SATEEP does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
9.1 Termination by SATEEP. SATEEP, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with SATEEP or your use of the Website and remove and discard all or any part of your account, User profile, and User Content, at any time. SATEEP may also in its sole discretion and at any time discontinue providing access to the Website, or any part thereof, with or without notice. You agree that any termination of your access to the Website or any account You may have, or portion thereof, may be affected without prior notice, and You agree that SATEEP will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies SATEEP may have at law or in equity. As discussed herein, SATEEP does not permit copyright, trademarks, or other intellectual property infringing activities on the Website, and will terminate access to the Website, and remove all User Profiles and Content or other content submitted, by any Users who are found to be repeat infringers.
9.2 Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Website, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of SATEEP in operating the Website, or (v) any content or information transmitted through the Website, is to terminate the Terms and your account. You may terminate the Terms at any time by deleting your login account with the website and discontinuing use of any and all parts of the Website.
10. Indemnification. You agree to indemnify, defend, and hold harmless SATEEP, its parent company Esquared lab Ltd, affiliated companies, contractors, registered tutors, agents and its third-party suppliers from any claims, losses, damages, liabilities, and expenses (including legal fees and expenses), arising out of any use or misuse of the Website, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein, whether by You or by any Child User associated with you if you are a Parent User or organisational tutor. SATEEPreserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify SATEEP, and You agree to cooperate with SATEEP’s defence of these claims. SATEEP will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
11. Disclaimers; No Warranties
11.1 No Warranties. THE WEBSITE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT, USER CONTENT, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SATEEP, AND ITS AFFILIATES AND LICENSORS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SATEEP OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
11.2 Content. SATEEP, AND ITS REGISTERED TUTORS, LICENSORS, AND AFFILIATES, DO NOT WARRANT THAT THE WEBSITE OR ANY DATA, USER CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
11.3 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE WEBSITE (INCLUDING THROUGH ANY API’S) IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.
12. Limitation of Liability and Damages.
12.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SATEEP OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH SATEEP, EVEN IF SATEEP OR A SATEEP AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SATEEP’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12.2 Limitation of Damages. IN NO EVENT WILL SATEEP’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR YOUR INTERACTION WITH OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIFTY THOUSAND NAIRA (₦50,000.00), WHICHEVER IS GREATER
12.3 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT SATEEP HAS OFFERED THE WEBSITE AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SATEEP, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SATEEP. SATEEP WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
13.1 Notice. SATEEP may provide You with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Website, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless SATEEP is notified that the email address is invalid. Notice posted on the Website is deemed given 15 days following the initial posting.
13.2 Waiver. The failure of SATEEP to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by SATEEP.
13.3 Dispute Resolution and Arbitration.
(a) Governing Law. The Terms will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without giving effect to any principles of conflicts of law. On expansion to other countries ad its use there, the applicable laws in those countries will also be applicable.
(b) Arbitration. For any claim related to the Terms or the Website, excluding claims for injunctive or other equitable relief, where the total amount sought is less than a Hundred thousand Naira (₦100,000.00), either SATEEP or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:
(i) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions;
(ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
(iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to the Terms or SATEEP will be filed only in the state or federal courts in Nigeria, and each of You and SATEEP hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 13.3(b) regarding arbitration. Notwithstanding this, SATEEP shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.
(d) Improperly Filed Claims. All claims you bring against SATEEP must be resolved in accordance with this Section 14.3. All claims filed or brought contrary to this Section 13.3 shall be considered improperly filed. Should either party file a claim contrary to this Section 13.3, the other party may recover attorneys' fees and costs up to Fifteen thousand Naira (₦15,000.00), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
(e) Claims. YOU AND SATEEP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13.4 Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
13.5 Headings.The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
13.9 Disclosures . The Website is hosted in the xxxxxxx, and the services provided hereunder are offered by SATEEP, Under Esquared Lab Ltd, 18 Ayodehi Otegbola Street, Gbagada Phase 2, lagos, Nigeria; firstname.lastname@example.org.