SaaS Client Terms

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This Client Agreement (“CA”) is made up of these Client Terms (the “Terms”) and the Order Form. The Order Form sets out further definitions and commercial terms for these Terms and the identity and details for N3S and of you. Please read these terms and conditions carefully before using Our Service.


1.    ACKNOWLEDGEMENT


1.1. These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the N3S. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.


1.2. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.


1.3. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.


1.4. You represent that you are over the age of 18. The N3S does not permit those under 18 to use the Service.


1.5. Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the N3S. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.


2. LINKS TO OTHER WEBSITES


2.1. Our Service may contain links to third-party web sites or services that are not owned or controlled by the N3S.


2.2. The N3S has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the N3S shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.


2.3. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.


3. TERMINATION


3.1. We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.


3.2. Upon termination, Your right to use the Service will cease immediately.


4. LIMITATION OF LIABILITY


4.1. Notwithstanding any damages that You might incur, the entire liability of N3S and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.


4.2. To the maximum extent permitted by applicable law, in no event shall N3S or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if N3S or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.


4.3. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.


5. "AS IS" AND "AS AVAILABLE" DISCLAIMER


5.1. The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, N3S, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, 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, N3S provides no warranty or undertaking, and makes no representation of any kind that the Service 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.


5.2. Without limiting the foregoing, neither N3S nor any of the N3S's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of N3S are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.


5.3. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.


6. DISPUTE RESOLUTION


6.1. If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting N3S.


7. FOR EUROPEAN UNION (EU) USERS


7.1. If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.


8. UNITED STATES LEGAL COMPLIANCE


8.1. You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.


9. SEVERABILITY AND WAIVER


9.1. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.


9.2. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.


10. CHANGES TO THESE TERMS AND CONDITIONS


10.1. We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.


10.2. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.


11. MISCELLANEAUS


11.1. Other than as referred to in the Order Form and in sub-clause 18.1, no variations or modifications to this CA are effective except by written agreement duly signed by persons authorised on behalf of all parties, which in the case of N3S must include a director of N3S.


11.2. Nothing in this CA makes you or N3S an agent, partner, employee or representative of the other party. Neither you nor N3S will represent or hold itself out as being any of these nor as having power or authority to incur obligations on behalf of or pledge the credit of the other party.


11.3. No party to this CA will be liable for any delay or failure to meet obligations (other than a payment obligation) due to any cause outside its reasonable control (for example terrorist action, government controls, flood, fire, riots, war, epidemics) (“force majeure”), which it must notify to the other party as soon as possible. This sub-clause also applies if there are reasonable grounds to believe that such a situation is imminent even if it has not yet occurred. If performance of this CA is substantially prevented for 6 continuous months because of such a situation, either party may terminate this CA by written notice.


11.4. This CA does not create any benefit or rights enforceable by anyone not a party to it except that a transferee, assignee or successor under the terms of this CA is deemed to be a party.


11.5. Proposals and any other information provided to you prior to or with this CA are for marketing and illustrative purposes only and have no legal effect. You acknowledge that you are not relying on anything not set out or explicitly incorporated into this CA.


11.6. This CA contains the entire agreement and understanding of the parties with respect to its subject matter.


12. INTERPRETATION AND GOVERNING LAW


12.1. In this CA, except where the context requires otherwise: defined terms are indicated by use of initial capital letters; words or phrases defined anywhere in this CA (including in the Order Form) have the same meaning throughout this CA; references to legislation, statutory provisions or regulations include any replacements, modifications, additions, consolidations or re-enactments in force at the relevant time whether before or after the date of this CA and include any applicable legislative provision having similar effect both in N3S Location and in your location, if different; words denoting any gender include all genders; words denoting the singular include the plural and vice versa; references to clauses, sub-clauses, component parts or Schedules are to those in this CA; headings are for convenience and do not affect interpretation; if there is more than one of you then each reference to you and each obligation on you shall apply jointly and severally to each of you.


12.2. Any reference to a prohibited action or restriction on any party also includes an obligation on that party not to permit, authorise or license anyone else to carry out the prohibited action or break the restriction. All obligations, prohibitions, restrictions and provisions of this CA are to be interpreted as meaning “to the extent permitted by and in accordance with all applicable legislation”.


12.3. If this CA has been translated into any language other than English, in the event of any uncertainty or conflict in interpretation or otherwise, the English language version of this CA shall prevail in all circumstances.


12.4. This CA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this CA or its subject matter or formation shall be read, construed and governed by the laws of the N3S Location and subject to the exclusive jurisdiction of the Courts in the N3S Location.


12.5. In this entire CA, unless the context requires otherwise:

“Application”

means the software program provided by N3S through a public or private network or downloaded by You on any electronic device, named as stated in the Order Form;

“Application Store”

means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded;

"Affiliate"

means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority;

“Client Agreement”

(also referred as “CA” or "Terms") mean this client agreement including its Order Form, these Client Terms and any schedules in each case as amended from time to time in accordance with the terms of this CA that form the entire agreement between You and the N3S regarding the use of the Service;

“Country”

refers to the Republic of Mauritius;

“Device”

means any device that can access the Service such as a computer, a cellphone or a digital tablet.


“N3S”

(referred to as either "the N3S", "We", "Us" or "Our" in this Agreement) refers to N3 Enterprises Ltd trading as N3 Services, with registered offices at Rivnoir Investments Office, Royal Road, Black River, Mauritius;

“Order Form”

means each order form document for services signed by You and N3S subject to these Client Terms and stated for form part of this CA.

Service refers to the Application;

“SaaS”

means software as a service, referring to the Service provided by the Application;

“Service”

refers to the Application;

“Service Fees”

The fees payable monthly or other period agreed to by N3S and You, for the access to and consumption and use of the Service for the period of covered by Your payment. These fees further include the support from N3S to consume and make use of the Service as reasonably intended and provided for by the specification of the Service. The fees may include additional fees agreed to by You and N3S in the Order Form;

“Third-party Social Media Service”

means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service;

“You”

means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable;

“N3S”

means the licensee member of the N3S Network as defined in the Order Form;

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