Terms and Conditions

Please read these terms and conditions carefully before using Our Service.

1. INTERPRETATION AND DEFINTIONS

 

For the purposes of these Terms and Conditions and related policies:

  • Application means the event-pay mobile application developed and designed by KuduKey that Users can install on any smart mobile device (also referred to as “the App”).
  • Application Storemeans the digital distribution service operated and developed by Apple (Apple App Store) or Google Inc. (Google Play Store) in which the Application is downloaded (also referred as “the App Store”).
  • Buyer means a person or legal entity making use of our Service to purchase a Product at The App events and may include event attendees, ticket purchasers, concert-goers, spectators, players, clubs, etc.
  • Devicemeans any device that can access the Service such as a computer, a smart mobile phone or a digital tablet.
  • Event Manager means Brand Brokerage CC, a marketing agent that assists Event Organizers and KuduKey with the management of events.
  • Event Organizer means the person or legal entity that enters into an Events Agreement with KuduKey or the Event Manager in terms of which KuduKey or the Event Manager will provide the Service at the designated event.
  • KuduKey(also referred to as “We”, “Us” or “Our”) refers to Kudu Key Investments CC, duly incorporated in terms of the laws of Namibia, with registration number CC/2022/08981, the developer and provider of the Service.
  • KuduKey Card means the alternative option to the App, being a physical card with a unique QR which Buyers can upload credit on via direct payment at a KuduKey stand to use at events for purchasing of Products.
  • Product means any ticket or credit purchased through our Service to facilitate easy buying of passes, merchandise, stock, goods, beverages, food or any other event related products or services prior to, during or after events.
  • Seller means any person or legal entity who sells a Product through our Services, and may include event organizers, artists, vendors that sell goods or services at an events, organizations and associations, etc.
  • Servicerefers to the all-inclusive services rendered by KuduKey or its sub-contractors and affiliates, via the App, the Website and/or Event Manager.
  • Terms and Conditionsmean these terms and conditions that form part of the entire User Agreement applicable to your use of the Service (also referred to as “Ts & Cs”).
  • User Agreement means the collective of these Terms and Conditions including all other additional policies incorporated into these Ts & Cs from time to time and which are applicable to the use of our Service.
  • Users means the legal entities or persons making use of the Service in terms of our User Agreement, as may be applicable, and may include event attendees, Event Organizers, Sellers and Buyers of Products (also referred to as “You”).
  • Website means the online platform established by KuduKey for its online Services found at: The App.com.
  • Vendors means the vendors, suppliers, staff and/or sub-contractors that KuduKey appoints to sell goods, beverages, food, merchandise and other related services at an event.

The subject heading at the beginning of each paragraph of these Terms and Conditions is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph. Reference to singular terms shall include their plural and reference to one gender shall include the other.

The following sections survive any termination of the User Agreement: Clauses 7 (Fees and Charges), 9 (Taxes), 11 (Payments), 15 (Abuse of our Platforms and Services), 18 (User Content), 21 (Warranties / Limitation of Liabilities, 22 (Applicable Laws), 23 (Indemnification).

 

2. USER AGREEMENT

 

KuduKey and Brand Brokerage CC provide and own services that include an events platform (“Website”), events-pay mobile application (“App”) and curated management services at events. Our Services connect Sellers and Buyers seeking to, respectively, sell and buy Products, passes, merchandise or other related goods and/or services for events, mainly held in Namibia. We may make such Services available internationally via one or more of our websites, our mobile applications and/or associated services.

By accessing or using our Service, you agree to be bound by our User Agreement, including the policies as may be applicable and incorporated from time to time. Our User Agreement includes the following:

  • Terms and Conditions
  • User Privacy Policy
  • Mobile Privacy Notice
  • Cookie Notice
  • Refund Policy
  • Additional Policies: Any other policies incorporated into the User Agreement.

We may periodically make changes to our User Agreement and will notify you accordingly by posting a revised version on our Website or the App, or other applicable sites. The revised User Agreement will become effective upon publication and your continued use of our Service will constitute acceptance of the revised User Agreement.

 

3. USER ELIGIBILITY

 

To use our Service, you must register an account with us and agree to these Terms and Conditions as part of the User Agreement. A User must have a valid debit or credit card linked to a recognized bank account and a mobile number to register an account.

Our Service is limited to events in terms of which we have been contracted to deliver our Service.

You must be at least 16 years old and must be able to enter into legally binding contracts. If you are registering with us for a business entity, you represent that you have the authority to legally bind that entity.

If you are an Event Organizer, you must enter into an Events Agreement with KuduKey. If you are a Seller or Buyer at a designated event, you must access our Website or download our App in order to make use of our Service.

 

4. PRODUCT MARKETPLACE

 

As part of our Service, we provide a Product marketplace that allows Users to buy and sell Products. The Event Organizer and/or KuduKey can set the prices for the Products. As a marketplace, we do not own the Products sold on our platforms. Product prices may exceed the face value of the Product.

While we may provide pricing, shipping, listing and other guidance on our platforms, such guidance is solely informational (without any warranty as to accuracy).

While we may help facilitate dispute resolution between the Buyer and the Seller, we have no control over and do not guarantee the existence, quality, safety or legality of the Products; the truth or accuracy of the User’s content or listings; the ability of the Sellers to sell Products or Buyers to pay for them; or that a Buyer or Seller will complete a transaction.

 

5.YOUR ACCOUNT

 

When opening an account, you must provide complete and accurate information including but not limited to your full name, address, phone number, email address and provide us with valid credit card or debit card details (“Payment Method”).

If your registration or payment information changes at any time, you must promptly update your details in your account.

By registering an account, you acknowledge that we may charge you for amounts you owe us, costs we incur or other losses arising out of your violation of our User Agreement. In so far, we may apply any of the Payment Methods provided for settling such charges.

We reserve the right to temporarily or permanently suspend accounts with incomplete or inaccurate information.

You are solely responsible for maintaining the confidentiality of your account information and password. You are solely responsible for any activity relating to your account. Your account is not transferable to another party.

 

6. PRIVACY

 

All communications and information provided between you and us, including communications with our service providers, or our affiliates (as may be necessary), are subject to our User Privacy Policy and Mobile Privacy Notice.

 

7. FEES AND CHARGES

 

We may charge Users for our Service. We may charge Users for selling and/or buying Products, merchandise, goods, or services at events, as well as delivery or fulfillment fees (collectively referred to as “Service Fees“). Service Fees may vary depending on event type, Product type, service type and location. We may, in our sole and absolute discretion, change our Service Fees at any time, including after you list your Products or event. Any applicable Service Fees or taxes will be disclosed to you prior to listing or buying a Product. We may charge and/or retain Service Fees if you do not fulfill your contractual obligations under this User Agreement.

If the Seller does not fulfill its contractual obligations under this User Agreement, we may charge the Seller certain fees and/or costs.

We may collect amounts owed using a collection agency or other collection mechanism and you may be charged such fees associated with collecting the delinquent payments. We, or the collection agency we retain, may also report information about your account to credit bureaus, and as a result, defaults in your account may be reflected in your credit report. If you wish to dispute the information we reported to a credit bureau, please contact us at support@the App.com. If you wish to dispute the information a collection agency reported, contact the collection agency directly.

 

8. SELLING OF PRODUCTS

 

Sellers must comply with all applicable laws and regulations and the terms of our User Agreement when listing, selling, marketing and delivering Products.

When listing a Product, you must set a price for which you are willing to sell your Product (“Product Price“). You may modify (e.g. raise or lower the Product Price) or delete your listing at any time before the Product is sold.

By listing a Product for sale, you are making a binding offer to sell that specific Product to a Buyer who intends to purchase the Product at the Product Price. Should a Buyer accept your offer by purchasing the Product through our Service, you are contractually bound to deliver that exact Product for the Product Price and within the required delivery timeframe. You are obligated to monitor your inventory and ensure all listings are accurate. Under no circumstances may the Sellers cancel orders at one price and repost the same Product for a higher price. Failure to fulfill your orders will lead to additional and administrative charges as stated in this User Agreement.

We do not guarantee that your Product or related services will sell or that your listing will appear on the Platforms within a certain time after it is posted or in a particular order on the event page or through search results. We will not, for any reason, provide compensation for Products that do not sell, even if it is due to Website or App malfunction or unavailability from an outage or maintenance or listing delays.

 

9. TAXES

 

The Seller is responsible for determining whether any taxes are due on the sale of a Product, and for collecting and remitting such taxes, except where KuduKey is required by law to calculate, collect, and remit sales tax on those sales. Any applicable taxes must be included in the Sales Price of your Product. You agree to provide KuduKey with your tax identification number if KuduKey is required to provide (without notice to you) information to the relevant tax authorities related to payments you receive from us and further authorize KuduKey to release that information to the relevant tax authorities. The Service Fees include any applicable sales, use, excise, value added service and other indirect taxes.

The Seller agrees that KuduKey is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf, except where we are required by law to calculate, collect, and remit sales tax on your sales. The Seller shall indemnify and hold us and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by us that arise out of any third party or governmental claim that involves, relates to or concerns (i) any local, regional, country, or international tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning our tax status.

 

10. BUYING OF PRODUCTS

 

If a Buyer places an order to buy a Product, the Buyer is entering into a binding contract with the Seller, via our Service, to purchase that specific Product. Additional terms communicated to the Buyer by the Seller may be applied. Payment is remitted to the App and distributed to the Seller according to our User Agreement. The Buyer cannot change or cancel any orders after the sale is completed. A Buyer may receive reimbursements in terms of our Refund Policy.

  • Delivery

Subject to availability and receipt of payment, requests will be processed immediately and delivery confirmed by way of email and/or SMS and/or FCM notification in the mobile application.

  • Refunds and Returns

The provision of Products and is subject to availability. In cases on unavailability, KuduKey will refund the Buyer in full. Cancellation of order by the client may attract a percentage administration fee.

Please refer to our Refund Policy for information on refunds on tickets and credit.

  • Payment Options

Payment may be made via Visa or MasterCard or by bank transfer into the App bank account, the details of which will be provided on request.

  • Card acquiring and security

Card transactions will be acquired for The App via PayGate (Pty) Ltd trading as DPO SA (“DPO”), the Approved payment gateway for all South African and Namibian acquiring banks. DPO uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no card details are stored on the website. Users may go to www.paygate.co.za to view their security certificate and security policy.

  • Customer details separate from card details

Customer details will be stored by The App separately from card details which are entered by the client on DPO’ secure site. For more detail on DPO refer to www.paygate.co.za.

  • Merchant Outlet country and transaction currency

The merchant outlet country at the time of presenting payment options to the cardholder is Namibia. Transaction currency is Namibian Dollar (NAD).

  • Responsibility

The App takes responsibility for all aspects relating to the transaction including sale of Products and services sold on this website, customer service and support, dispute resolution and delivery of Products.

 

11. PAYMENTS

 

Payments received from Buyers for Products purchased, via our Service, are processed by us on behalf of the Seller and credited to the Seller. The Seller appoints us as its limited payment collection agent solely for the purpose of accepting funds from Buyers on behalf of the Seller. The Seller agrees that any payment made by a Buyer to us shall be considered the same as a payment made directly to the Seller, and The Seller will make the Product available to Buyer in the agreed-upon manner as if the Seller had received the payment directly from Buyer. The Seller understands that our obligation to pay the Seller is subject to and conditional upon successful receipt of the associated payments from the Buyer. We guarantee payments to the Seller only for such amounts that have been successfully received by us from Buyer, subject to the retaining of Service Fees and additional costs. In accepting appointment as the limited payment collection agent of the Seller, we assume no liability for any acts or omissions of the Seller.

Payments from Buyers are due and payable immediately upon ordering and selecting the Product. A Buyer can pay the full order amount which includes any applicable Service Fees and taxes using one of the accepted Payment Methods.

A Buyer’s obligation to pay for a Product is satisfied when we have received the payment in full.

 

12. REFUND POLICY

 

Please refer to our Refund Policy for the terms that apply to reimbursements and refunds for Users.

 

13. EVENT CANCELLATIONS, POSTPONEMENT AND OTHER CHANGES

 

Cancellation: If an event is cancelled and not rescheduled, we will remove the event and any listings related to the event from our platforms and inform both Buyer and Seller about the cancelation with further instructions. If the Seller requires that a Buyer must be refunded with the original price for the Product, the Seller must contact Customer Support immediately after the cancelation. The Buyer will receive a full refund or credit for use on a future purchase, as determined in our sole discretion (unless a refund is required by law) and the Seller will not receive payment. If the Seller has already been paid, the payment for the sale may be recovered by charging the Seller’s Payment Method or by setting off this amount against pending payments for other Products the Seller has sold or will sell in the future.

Postponement: If an event is postponed, we will work with Buyers and the Sellers on a case-by-case basis attempting to resolve any Product issues. The Sellers are prohibited from reselling, invalidating, or changing Products for postponed events. Refunds will not be issued for postponed events unless they are ultimately cancelled as stated above.

Other event changes: We are not responsible for partial performances, venue, line-up, or time changes. No refunds will be issued in these instances.

If the details of an event are changed by the Event Organizer and/or Seller and/or its agents, we may charge additional Service Fees if such material changes need to be effected on our Website and/or App and/or related Service.

 

14. TERM AND TERMINATION

 

This User Agreement shall commence on the date that you register an account with us and will continue for an indefinite period unless terminated in accordance with these provisions.

You may terminate this User Agreement at any time by contacting our Customer Support and requesting that your account be closed, or by closing your account on the Website or the App. Cancellation will be effective on the date of such notice or cancellation being made vie Customer Support or the respective platforms.

Without limiting our rights contained in the User Agreement, we may terminate this User Agreement at any time by giving at least thirty (30) days’ notice via email to your registered email address. We will then close your account.

Termination of this User Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.

 

15. ABUSE OF OUR PLATFORMS AND SERVICES

 

When using our Services, you agree that you will not do any of the following:

 

  • Contact or invite other Users for any reason other than the purpose for which you received the User’s contact information from us, or to solicit sales outside of our Service;
  • Use the Buyer’s personal data for any reason other than the delivery of Products unless otherwise agreed to by the Buyer;
  • Behave in an abusive manner to any of our employees, agents, sub-contractors or other Users;
  • Violate any venue or event promoter rules at events or violate any applicable third-party terms of service (for instance, when using our mobile application);
  • Breach or circumvent any laws, third party rights or our incorporated policies;
  • Post false, inaccurate, misleading, defamatory or libelous content;
  • Fail to fulfill your contractual obligations regarding the sale or purchase of a Product;
  • Use our trademarks without our prior written permission;
  • Copy, reproduce, reverse engineer, modify, create derivative works from, distribute or publicly display any content (except for your information) or software from our platforms or Services without our prior express written permission and the Appropriate third party, as applicable;
  • Use any robot, spider, scraper or other automated means to access our Services for any purpose without our express written permission;
  • Take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • Interfere or attempt to interfere with the proper working of our Services or any activities conducted on or with our platforms;
  • bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our platforms or Services;
  • Commercialize any of our applications or any information or software associated with such application;
  • Export or re-export any of our applications or tools except in compliance with the export control laws of any relevant jurisdiction and in accordance with posted rules and restrictions; or
  • Do anything else that we determine, in our sole reasonable discretion, to be a misuse of our Services or otherwise negatively impacts our marketplace.

 

In our effort to protect our Users, we may screen Products or listings for signs of fraud using algorithms or automated systems, which may result in automatic cancelation of listings or sales and temporary or permanent suspension of accounts. If your transaction is cancelled in error, or your account suspended in error, please contact us and we may reinstate your account or listing, at our sole discretion.

 

16.  SITE CHANGES AND AVAILABILITY

 

We reserve the right to temporarily or permanently and at any time modify or discontinue, or shut down any of the Services or any part of the Website or App, with or without notice and for any reason. As a result of regularly scheduled maintenance, the Services may be unavailable to Users. KuduKey will at all times consider customer impact when scheduling maintenance of the Services.

 

17. KUDUKEY CARD

 

KuduKey also provides  Buyers with an alternative option to using the App – the KuduKey Card. A Buyer can obtain a physical KuduKey Card with a unique QR code to facilitate payments at events. Buyers who choose this option must attend to a KuduKey desk at the event and make a direct payment to KuduKey for the equivalent credit to be uploaded onto the KuduKey Card. The KuduKey Card can be scanned at the various stalls, vendors and merchandise shops to buy Products.

Specific Terms and Conditions related to the KuduKey Card:

  • The KuduKey Card is valid for a single event. Any balance of credit thereon cannot be transferred to future events.
  • Any credit not used during the event or refunded after the event, will be forfeited.
  • Credit on lost or damaged cards will not be refunded and will therefore be forfeited.
  • Credit on KuduKey Cards can only be refunded by attending to a KuduKey desk and requesting a refund during or after the event.
  • Please refer to the Refund Policy for additional terms on refunds of credits on KuduKey Cards.

18. MOBILE APPLICATION TERMS

 

If you are accessing our Services through the App, the following additional terms apply:

App Use: We grant you the right to use the App only for your personal use. You must comply with all applicable laws and third-party terms of agreement when using the App (e.g. your wireless data service agreement).

Intellectual Property: We own all rights, title, and interest in and to the App, including all rights under patent, copyright, trade secrets, trademark, or unfair competition law, and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof.

You will not modify, adapt, translate, prepare any derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any App and you will not remove, obscure, or alter our copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by the App.

Use of Information: The use of your personal information provided via the App is further governed by the Mobile Privacy Notice and User Privacy Policy.

 

19. DEVICE SPECIFIC TERMS

 

iOS – Apple

 

These Mobile Device Terms are an agreement between you and us, and not with Apple. Apple is not responsible for the App and the contents thereof.

The App my only be used on an iOS product that you own or control and as permitted by the App Store Terms of Service.

Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

Apple is not responsible for the investigation, defence, settlement, and discharge of any third-party intellectual property infringement claim.

Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.

Apple and Apple’s subsidiaries are third party beneficiaries of these Mobile Device Terms, and, upon your acceptance, Apple as a third-party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Mobile Device Terms against you.

 

Android – Google

 

These Mobile Device Terms are an agreement between you and us, and not with Google. Google is not responsible for the App and the contents thereof.

The App my only be used on an Android product that you own or control and as permitted by the Google Play Terms of Service.

Google has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

Google is not responsible for the investigation, defence, settlement, and discharge of any third-party intellectual property infringement claim.

Google is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

In the event of any failure of the App to conform to any applicable warranty, you may notify Google, and Google will refund the purchase price, if applicable, for the App to you; and to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the App.

Google and Google’s subsidiaries are third party beneficiaries of these Mobile Device Terms, and, upon your acceptance, Google as a third-party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Mobile Device Terms against you.

 

20.  USER CONTENT

 

You own and are solely responsible for any content including images, text, audio, or other materials that you submit to us (“User Content”). By submitting User Content, you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right to use, reproduce, distribute, create derivative works from, publicly perform, display, store, or publish in any way, in any media known now or in the future. You grant us the right to use your name or image in association with your User Content, if we so choose. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights against us, our sublicensees or assignees.

You represent and warrant that the User Content: (a) is owned by you or you control all necessary rights to it; (b) does not violate, misappropriate or infringe on the rights of any third party including intellectual property rights, privacy rights or publicity rights; (c) is accurate, not obscene, false, libelous or defamatory; and (d) will not cause injury to any person, entity or system.

You indemnify us against all claims resulting from the legal use of your User Content. We have the right but not the obligation to monitor, edit or remove your User Content. The User Content is non-confidential, and we will not be liable for its use or disclosure. The sale of stolen property on our Website or App is strictly forbidden and violates local, national, and international law. We strongly support law enforcement efforts to recover stolen property that is listed on the Website or App, and we urge the prosecution of those responsible for knowingly attempting to sell such items via our Service. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments.

We may offer catalogs of stock images, descriptions, and product specifications, which are provided by third parties (including our Users). You may use catalog content solely in connection with your listings during the time your listings are on our platforms. While we try to offer reliable data, we cannot promise that the catalogs will always be accurate and up-to-date, and you agree that you will not hold our catalog providers or us responsible for inaccuracies in their catalogs. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

If you submit ideas, suggestions, documents, and/or proposals (“Ideas“) to us, you do so voluntarily and with no expectation of confidentiality. By submitting Ideas, you grant us ownership of the Ideas to use for any purpose, in any way, in any media now known or in the future and throughout the universe without any obligation or payment. You understand that we may have something like the Ideas under consideration or in development.

Please refer to our Mobile Privacy Notice and User Privacy Policy setting out the terms of protection of your personal information provided to us.

 

21. PROTECTING INTELLECTUAL PROPERTY RIGHTS

 

We respect intellectual property rights, and we respond to notices of alleged infringement.

To report infringement of your intellectual property appearing on any domain, contact Customer Support and provide your name, contact details and sufficient details to enable us to review your complaint.

 

22. VIOLATING THE AGREEMENT

 

We may investigate any potential or suspected or attempted violations of the User Agreement, security protocols or best practices, third party rights or applicable law; any actions or any other misconduct or potential abuse on or through our Services. When assessing whether and which measure(s) to take against a User, we will take the legitimate interests of the User into account and shall, in particular, consider if the User is responsible for the misconduct.

We may take any actions we deem appropriate in our reasonable discretion for the conduct of the User. Without limiting other remedies, our actions may include the following:

  • temporarily or permanently limit or suspend, or terminate our Services and accounts with the violating party;
  • restrict or prohibit access to, or your activities on our platforms;
  • remove listings, require you to edit listings, cancel sales, require you to send Products to a Buyer within a specified time;
  • delay or remove hosted content;
  • remove any special status associated with an account;
  • reduce or eliminate any discounts, withhold payment, charge the Payment Method on file for amounts you owe or costs we incur due to your misconduct (including, without limitation, any costs associated with collection of delinquent accounts or chargebacks and any replacement costs or Service Fees);
  • take technical and/or legal steps to keep you from using platform or Services.

We reserve the right to report any activity that we believe to be illegal or otherwise in contravention of this User Agreement and we will respond to any verified requests relating to a criminal investigation (i.e. a subpoena, court order or substantially similar legal procedure) from local and foreign law enforcement or regulatory agencies, other government officials or authorized third-parties.

 

23.  WARRANTIES / LIMITATION OF LIABILITY

 

YOU UNDERSTAND AND AGREE THAT YOU ARE MAKING USE OF THE PLATFORMS AND SERVICES ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. WE MAKE NO WARRANTY IN RESPECT OF ITS SOFTWARE, SERVICES, SITE, ANY PRODUCTS, ANY EVENT, ANY USER CONTENT, OR THAT THE SELLERS OR BUYERS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS USER AGREEMENT AND IN OUR FANPROTECT GUARANTEE, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (INCLUSIVE OF ANY OF ITS SERVICE PROVIDERS AND LICENSORS) ARE NOT LIABLE FOR: (A) ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF: PROFITS, GOODWILL OR REPUTATION, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO: (i) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE PLATFORMS OR SERVICES; (ii) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR PLATFORMS OR SERVICES OR THOSE OF ANY PLATFORM, SERVICES, OR TOOLS LINKED TO OUR PLATFORM OR SERVICES; (iii) ANY USER CONTENT OR CONTENT OF THIRD PARTIES, OR (iv) THE DURATION OR MANNER IN WHICH PRODUCTS YOU LIST APPEAR ON THE SITE OR SERVICES.

 

24. APPLICABLE LAWS AND JURISDICTION

 

You agree that any claim, dispute or matter arising under or in connection with this User Agreement shall be governed and construed according to Namibian law.

 

25. INDEMNIFICATION

 

To the fullest extent permitted by law, you release and indemnify us, our affiliates, our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from and against all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes between Users. In entering into this User Agreement, you expressly waive any protections that would otherwise limit the coverage of this indemnity to include only those claims, which you may know or suspect to exist in your favour at the time of agreeing to this indemnity.

You agree to indemnify and hold us and (if applicable) our parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors and suppliers (the “Indemnitees“) harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by us and (if applicable) any Indemnitee resulting from or arising out of your breach of this User Agreement, your improper use of our Services, and/or your violation of any law or the rights of a third party.

 

26. GENERAL PROVISIONS

 

You may not assign or transfer this User Agreement, or any of its rights or obligations, without our prior written consent, which we can refuse in our sole discretion.

No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this User Agreement, your use of the platforms, or the provision of our Services. A person who is not a party to this User Agreement has no right to enforce any term of this User Agreement.

Nothing in this User Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their permitted successors and assigns.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will act against all breaches of this User Agreement.

Legal notices to us shall be served by hand at our domicilium citandi et executandi situate at: 1 Charles Cathral Street, Olympia, Windhoek, Namibia or per electronic mail at support@kudukey.com. We shall send notices to you by email to the email address you provide to us during the registration process. Notice to you shall be deemed given 24 hours after the email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the postal address provided during registration. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.

 

27. FORCE MAJEURE

We shall not be in default or otherwise liable under this User Agreement due to our inability to perform our obligations by reason of any fire, earthquake, flood, substantial snowstorm, epidemic, pandemic, accident, explosion, casualty, strike, lockout, labour controversy, riot, civil disturbance, act of public enemy, terrorism, cyber-terrorism, embargo, war, act of God, natural disaster, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default by us hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause not under our control.