Crosad Terms and Conditions

Last updated on July 20th, 2019


Terms and Conditions – Crosad

By signing up for, or using the crosad services or its affiliates, you are agreeing to be bound by the following terms and conditions. The services offered by crosad under the Terms of Service include connects advertisers to thousands of publishers and their connections across the world, whether Online or Offline.

Customer Service

This document is an electronic record in terms of National Information Technology Development Agency Act, 2007 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the National Information Technology Development Agency Act, 2007. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Your use of SmartBot Limited's website www.crosad.com (hereinafter referred to as "crosad.com.") and tools are governed by the following terms and conditions as applicable to crosad.com. If you transact on crosad.com, you shall be subject to the policies that are applicable to the website for such transaction. By mere use of the website you shall be contracting with Smart Bot Limited, a company incorporated under Companies and Allied Matters Act, 2004 with head office at 10 Esomo Close, Off Toyin Street, Ikeja, Lagos, Nigeria and these terms and conditions constitute your binding obligations.

For the purpose of these terms of use, wherever the context so require ‘You’ shall mean any natural or legal person who has agreed to become a member of the Website by providing Registration Data while registering on the Website as a Registered User.

When you use any of the services provided by crosad.com, including but not limited to Product and Service Discovery, Purchases and Customer Reviews; you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such services, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use. crosad.com reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Smart Bot Limited grants you a personal, non-exclusive, non-transferable, limited privilege to access and use the Site.

ACCESSING, BROWSING OR OTHERWISE USING THE SITE INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, SO PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING

Membership Eligibility

Use of crosad.com’s Website is available only to persons who can form legally binding contracts under Nigerian governing laws. If you are a minor i.e.under the age of 18 years, you shall not register as a member of crosad.com and shall not transact or use crosad.com website. As a minor if you wish to use or transact on crosad.com, such use or transaction may be made by your legal guardian or parents who have registered as users of crosad.com. crosad.com reserves the right to terminate your membership and refuse to provide you with access to crosad.com if it is brought to smart bot limited’s notice or if it is discovered that you are under the age of 18 years.

Your Account and Registration Obligations

If you use crosad.com, you shall be responsible for maintaining the confidentiality of your User ID and Password and you shall be responsible for all activities that occur under your User ID and Password. You agree that if you provide any information that is untrue, inaccurate, not current or incomplete that crosad.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with this Terms of Use, crosad.com has the right to indefinitely suspend or terminate or block access of your membership with crosad.com and refuse to provide you with access to the Website.

Communications

When You use the Website or send emails or other data, information or communication to crosad.com,you agree and understand that you are communicating with crosad.com through electronic records and you consent to receive communications via electronic records from crosad.com periodically and as and when required. Crosad.com may communicate with you by email or by such other mode of communication, electronic or otherwise.

Charges

Membership on crosad.com is free. However, Crosad.com reserves the right to charge a fee of 20% of earnings on publishers posts and change its policies from time to time. In particular, crosad.com may at its sole discretion introduce new services and modify some or all of the existing services offered on crosad.com. In such an event crosad.com reserves, without notice to You, the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the Fee and related policies shall automatically become effective immediately once implemented on crosad.com.
Unless otherwise stated, all fees shall be quoted in Nigerian Naira. You shall be solely responsible for compliance of all applicable laws including those in Nigeria for making payments to crosad.com.

Use of Crosad.com Website

You agree, undertake and confirm that your use of crosad.com shall be strictly governed by the following binding principles: You shall not host, display, upload, modify, publish, transmit, update or share any information that:

1. Belongs to another person and to which you do not have any right

2. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" or misleading in any way.

3. Is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;

4. Harasses or advocates harassment of another person;

5. Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";

6. Promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

7. Infringes upon or violates any third party's rights [(including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity];

8. Promotes an illegal or unauthorized copy of another person's copyrighted work (see "Copyright complaint" below for instructions on how to lodge a complaint about uploaded copyrighted material), such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

9. Contains restricted or password­-only access pages, or hidden pages or images (those not linked to or from another accessible page);

10. Provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;

11. Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;(l) Contains video, photographs, or images of another person age 18 or older without his or her express written consent and permission or those of any minor (regardless of whether you have consent from the minor or his or her legal guardian).

12. Contains video, photographs, or images of another person age 18 or older without his or her express written consent and permission or those of any minor (regardless of whether you have consent from the minor or his or her legal guardian).

13. Tries to gain unauthorized access or exceeds the scope of authorized access (as defined herein and in other applicable Codes of Conduct or End User Access and License Agreements) to the Sites or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Sites or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

14. Solicits gambling or engages in any gambling activity which crosad, in its sole discretion, believes is or could be construed as being illegal;

15. Interferes with another user's use and enjoyment of crosad.com Website or any other individual's user and enjoyment of similar services;

16. Refers to any website or URL that, in the sole discretion of crosad, contains material that is inappropriate for the crosad.com Website or any other Website, contains content that would be prohibited or violates the letter or spirit of these Terms of Use.

17. Harm minors in any way;

18. Infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items;

19. Violates any law for the time being in force;

20. Deceives or misleads the addressee/users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

21. Impersonate another person;

22. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;

23. Threatens the unity, integrity, defence, security or sovereignty of The Federal Republic of Nigeria, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

24. Shall not be false, inaccurate or misleading;

25. Shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

26. Shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;

27. You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. Crosad reserves the right to bar any such activity.

28. You shall not attempt to gain unauthorized access to any portion or feature of crosad.com website, or any other systems or networks connected to crosad.com Website or to any crosad’s server, computer, network, or to any of the services offered on or through crosad.com Website, by hacking, password “mining” or any other illegitimate means.

29. You shall not probe, scan or test the vulnerability of crosad website or any network connected to the crosad website nor breach the security or authentication measures on crosad.com website or any network connected to crosad.com Website. You may not reverse look­up, trace or seek to trace any information on any other user of or visitor to crosad.com Website, or any other customer of crosad.com, including any crosad.com account not owned by you, to its source, or exploit crosad.com Website or any service or information made available or offered by or through crosad.com Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by crosad.com Website.

30. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to crosad.com Website, or any other customer of crosad.com, including any crosad.com account not owned by you, to its source, or exploit crosad.com Website or any service or information made available or offered by or through crosad.com Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by crosad.com Website.

31. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of crosad.com Website or crosad’s systems or networks, or any systems or networks connected to crosad.com.

32. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

33. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to crosad.com on or through the Website or any service offered on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

34. You may not use the Website or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of crosad.com or others. Solely to enable crosad.com to use the information you supply us with, so that we are not violating any rights you might have in Your Information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights you have in Your Information, in any media now known or not currently known, with respect to Your Information.

Crosad.com will only use Your Information in accordance with the terms of use and crosad’s Privacy Policy. From time to time, you shall be responsible for providing information relating to the items or services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects.

35. You shall not exaggerate or over emphasize the attributes of such items or services so as to mislead other Users in any manner.

36. You shall not engage in advertising to, or solicitation of, other users of crosad.com to buy or sell any products or services, including, but not limited to, products or services related being displayed on crosad.com or related to crosad.com. You may not transmit any chain letters or unsolicited commercial or junk email to other users via crosad.com. It shall be a violation of these Terms of Use to use any information obtained from crosad.com in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person outside of crosad.com without crosad’s prior explicit consent. In order to protect our users from such advertising or solicitation, crosad reserves the right to restrict the number of messages or emails which a user may send to other users in any 24-hour period which crosad deems appropriate in its sole discretion

37. You understand that crosad has the right at all times to disclose any information (including the identity of the persons providing information or materials on the crosad.com Website) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.

Crosad reserves the right, but has no obligation, to monitor the materials posted on crosad.com website. Crosad shall have the right to remove or edit any Content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right of crosad.com,

YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE CROSAD.COM WEBSITE AND IN YOUR PRIVATE MESSAGES.

Please be advised that such Content posted does not necessarily reflect the views of crosad.com. In no event shall crosad assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on crosad.com. You hereby represent and warrant that you have all necessary rights in and to all Content you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through crosad.com, including payment and delivery of related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Crosad shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on crosad.com. It is possible that other users (including unauthorized users or “hackers”) may post or transmit offensive or obscene materials on crosad.com and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of crosad.com, and that the recipient may use such information to harass or injure you. Crosad does not approve of such unauthorized uses but by using the crosad.com Website you acknowledge and agree that crosad will not be responsible for the use of any personal information that you publicly disclose or share with others on crosad.com. Carefully select the type of information that you publicly disclose or share with others on crosad.com.

Contents Posted on Site

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on crosad.com is owned, controlled or licensed by or to Smart bot Limited, and is protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws

Except as expressly provided in these Terms of Use, no part of crosad.com and no Content may be copied, reproduced, re-published, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without crosad’s express prior written consent. You may use information on crosad.com products and services purposely made available by crosad.com for downloading from the Site, provided that you

1. do not remove any proprietary notice language in all copies of such documents,

2. use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media,

3. make no modifications to any such information, and

4. not make any additional representations or warranties relating to such documents.

You shall be responsible for any notes, messages, e-mails, billboard postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted to the Sites (collectively, "Content"). Such Content will become the property of crosad and you grant smart bot Limited the worldwide, perpetual and transferable rights in such Content. Crosad shall be entitled to, consistent with our Privacy Policy, use the Content or any of its elements for any type of use forever, including but not limited to promotional and advertising purposes and in any media whether now known or hereafter devised, including the creation of derivative works that may include Content you provide. You agree that any Content you post may be used by crosad, consistent with our Privacy Policy and Rules of Conduct on Site as mentioned herein, and you are not entitled to any payment or other compensation for such use.

Other Businesses

Crosad does not take responsibility or liability for the actions, products, content and services on crosad.com website, which are linked to Affiliates and / or third party websites using crosad.com APIs or otherwise. In addition, crosad.com may provide links to the third party websites of affiliated companies and certain other businesses for which, crosad assumes no responsibility for examining or evaluating the products and services offered by them, and crosad does not warrant the offerings of, any of these businesses or individuals or the content of such third party website(s). Crosad.com does not in any way endorse any third party website(s) or content thereof.

Links

Crosad.com welcomes links to this site. You may establish a hypertext link to crosad.com website, provided that the link does not state or imply any sponsorship or endorsement of your site by crosad.com. You must not use on your site or in any other manner any trademarks, service marks or any other materials appearing on crosad.com, including any logos or characters, without the express written consent of crosad.com and the owner of the mark or materials. You must not frame or otherwise incorporate into another third party website or present in conjunction with or juxtaposed against such a website any of the content or other materials on the crosad.com website without crosad’s prior written consent.

Privacy

We view protection of Your privacy as a very important principle. We understand clearly that you and Your Personal Information is one of our most important assets. We store and process Your Information on computers that may be protected by physical as well as reasonable technological security measures and procedures in accordance with Information Technology Act 2000 and rules there under.

Our current Privacy Policy is available at http://www.crosad.com/policy.html. If you object to your Information being transferred or used in this way, please do not use crosad.com website
Information submitted may be made available to crosad partners who can in turn use it for verification purposes

Mandatory Declaration

You hereby declare that you have provided all necessary Legal Payment Details for the services offered to you on Crosad.com.

Disclaimer of Warranties and Liability

Crosad.com does not warrant that:

● This website will be constantly available, or available at all; or

● The information on this website is complete, true, accurate or non-­misleading.

Crosad will not be liable to you in any way or in relation to the contents of, or use of, or otherwise in connection with, crosad.com website.

Crosad does not warrant that this site; information, content, materials, product (including software) or services included on or otherwise made available to you through crosad.com website; their servers; or electronic communication sent from crosad.com are free of viruses or other harmful components.

Nothing on crosad.com constitutes, or is meant to constitute, advice of any kind.

All the adverts placed on crosad.com are governed by laws of The Federal Republic of Nigeria.

Services

● Payment
While availing any of the payment method(s) offered at crosad.com, crosad will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:

1. Lack of authorization for any transaction/s, or

2. Exceeding the preset limit mutually agreed by you and between your "Bank/s", or

3. Any payment issues arising out of the transaction, or

4. Decline of transaction for any other reason.

●All payments made against the purchases/services on crosad.com by you shall be compulsorily in Nigerian Naira acceptable by the Central Bank of Nigeria. crosad does not accept any other form of currency with respect to the purchases made on crosad.com.

● Wallet
The Wallet ("Wallet") is a pre-paid payment instrument which is associated with your crosad.com account. You can maintain a balance of money with crosad.com and redeem it at your convenience.

1. crosad.com will not pay any interest on the amount maintained by you in your Wallet.

2. The maximum amount that you can pay directly from their bank account or card is entirely dependent on a limit that has been established by their bank. A customer who attempts to do a transaction above their limit will see a “Transfer limit exceeded” error. To solve this, the customer will need to contact their account officer at their bank and request that their limit should be increased.

3. Refund of Wallet Amount: Your wallet comprises of three types of balances - Advertisers credit (which is a credit granted by crosad.com typically in lieu of a cancelled order), Topped-up balance (which is a prepaid amount that you added to wallet to pay for future orders on crosad.com) and Promotional balance (which is credit granted by crosad.com purely for promotional or goodwill purposes). Topped-up balance (prepaid amount), as well as the Promotional balance added to the Wallet will be non-refundable While Advertisers credit will continue to be entirely refundable.

4. Limitation of Liability: In no event will crosad.com be liable for any special, incidental, indirect or consequential damages or losses of any kind, arising from the use of Wallet or association with the Wallet.

●Breach
Without limiting other remedies, crosad.com may limit your activity, immediately remove your information, warn other Users of your actions, immediately temporarily/indefinitely suspend or terminate or block your membership, and/or refuse to provide you with access to crosad.com website in the event, but not limited to:

1. If you breach the Terms of Use or Privacy Policy or other rules and policies, if any;

2. If crosad.com is unable to verify or authenticate any information you provide; or

3. If it is believed that your actions may cause legal liability for you, other Users or crosad.com.

●crosad.com may at any time at its sole discretion reinstate suspended Users.
A User that has been suspended or blocked may not register or attempt to register with crosad.com or use crosad.com Website in any manner whatsoever until such time that such User is reinstated by crosad.com. Notwithstanding the foregoing, if you breach the Terms of Use or Privacy Policy or other rules and policies, crosad.com reserves the right to recover any amounts due and owing by you to crosad.com and to take strict legal action including but not limited to a referral to the appropriate law enforcement or other authorities for initiating criminal or other proceedings against you.

Indemnity

● You shall indemnify and hold harmless crosad.com its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including attorneys' fees, made by you or any third party or penalty imposed due to or arising out of your use of the services, or in the event you breach this Terms of Use, the Privacy Policy and other Policies, or your violation of any law, rules or regulations or the rights of a third party on crosad.com

Applicable Laws

This Agreement shall be governed by and interpreted and construed in accordance with the laws of The Federal Republic of Nigeria. The place of jurisdiction shall be exclusively in Lagos, Nigeria.

● Jurisdictional Issues/Sale in Nigeria Only

Unless otherwise specified, the material on crosad.com is presented solely for the purpose of sale in Nigeria. Crosad makes no representation that services in Crosad.com are appropriate or available for use in other locations/Countries other than Nigeria. Those who choose to access this site from other locations/Countries other than Nigeria do so on their own initiative and crosad is not responsible for the availability of services, refund for the services booked from other locations/Countries other than Nigeria, compliance with local laws, if and to the extent local laws are applicable.

● Trademark, Copyright and Restriction

This site is controlled and operated by Smart Bot Limited. All material on this site, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights that are owned and controlled by us or by other parties that have licensed their material to us. Material on crosad.com web site owned, operated, licensed or controlled by us is solely for your personal, non-commercial use. You must not copy, reproduce, republish, upload, post, transmit or distribute such material in any way, including by e-mail or other electronic means and whether directly or indirectly and you must not assist any other person to do so.
Without the prior written consent of the owner, modification of the materials, use of the materials on any other web site or networked computer environment or use of the materials for any purpose other than personal, noncommercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which you receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause.

● Copyright complaint

We at crosad respect the intellectual property of others. In case you feel that your work has been copied in a way that constitutes copyright infringement you can write to us at hello@crosad.com

● Product and Service Description

Crosad.com tries to be as accurate as possible. However, crosad.com does not warrant that product or service description or other content of this site is accurate, complete, reliable, current, or error-free. If a product or service offered on crosad.com itself is not as described, your sole remedy is to return it in unused condition.

● Pricing/Typographical error

If crosad.com comes across any difference in pricing resulting from typographic errors with regards to pricing or service information, crosad.com shall have the right to rectify the same or cancel the ad(s) and refund monies, if any, collected from the customer within 10-15 business days of such corrective action taken. The mode of refund will be the same as at the time of placing the order.

● Cancellation of advert

Crosad.com reserves the right to cancel any advert without any explanation for doing so, under situation where crosad.com is not able to meet the requirement of the advert placed or advert so placed/cancelled does not comply with the crosad.com policy or for any reason. However, crosad.com will ensure that any communication of cancellation of an advert is intimated within appropriate time to the concerned person and any applicable refund, will be made in reasonable time.

● Termination of Service

Crosad.com reserves the absolute right to modify, discontinue, temporarily or permanently, any and all portion of our services with or without prior communications. You hereby consent that crosad.com will under no circumstance be liable to you or any third party for any modification or discontinuance of availability of services on the website.

● Limitation of Liability

IN NO EVENT SHALL CROSAD.COM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF CROSAD.COM HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. CROSAD’S AGGREGATE LIABILITY TO YOU, ANY INDIVIDUAL OR ANY THIRD PARTY IN ANY MATTER ARISING HEREFROM, RELATED OR CONNECTED TO OUR SERVICES IS AT THE COMPANY’S SOLE DISCRETION.

Publisher Service Agreement



Introduction

As a demonstration of our commitment to Nigeria and Nigerian startups and SME and Large Scale Businesses, Smart Bot Limited (“Crosad”, “us”), Nigeria’s Advertising Asset Monetization Platform opened up its platform to Nigerian businesses to enable merchants advertise their products , giving instant nationwide access to your products. Publishers can also enjoy all the benefits that come with signing up their advertising asset to customers all over Nigeria. Individuals and businesses who have a social media account, email accounts or offline advert channel that can be monetized as an advertising asset (“Advertising Asset”) that sign up to crosad.com will have a dashboard provided for them, and crosad will provide additional value added services including but not limited to marketing, customer service to cater for publishers in all 36 states in Nigeria as well as Abuja. Publishers can greatly increase advertising revenue by partnering with us, while we worry about getting their platforms to customers all over Nigeria. All publishers have to do to enjoy all these benefits is to review and accept the terms and conditions of the crosad.com Service Agreement below.

Crosad reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the crosad website.



Agreement

In consideration of the mutual covenants set forth in this Agreement, Crosad.com (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

1. Services Rendered
The Publisher agrees to compensate crosad.com for the services rendered listed in section 2 below (“Services”).

2. Delivery of Services
Crosad will use reasonable diligence in rendering the Services offered to the publisher, which include the following:
- E­marketing, and other marketing services as available and appropriate;
- Provision to analytics;
- Publisher Services Helpline Number (Mon – Fri; 08:00 – 18:00)
Crosad may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the publisher will be informed before provision of the said services.
Crosad reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.
The Publisher agrees to use reasonable diligence in providing crosad with genuine Publisher Advertising Assets.

Compensation

For all of the Services provided by crosad under this Agreement, the Publisher shall compensate crosad, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all publishers; or agreed in advance between both parties, or detailed elsewhere on the crosad website. Membership on crosad.com is free and while Crosad.com advertisers pricing starts at N100 (Naira) per 1,000 impressions (followers, views etc), Crosad.com reserves the right to charge a fee of up to 20% to 25% of earnings (ie fees paid by the advertisers on the platform) on publishers posts and change its policies from time to time. Crosad will from time to time review the category commission structure and will notify the Publishers of any changes by communicating directly to publisher, or publishing the same on the publisher portal, or on crosad’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. Crosad.com will remit payments for revenue generated by the Publisher on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.

Confidentiality

The Publisher and crosad acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of crosad. Publishers shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without crosad’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.

Independent Contractors

Crosad shall be deemed as an independent contractor. Crosad will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Publishers will not withhold or pay any income tax, social security tax, or any other payroll taxes on crosad’s behalf. Crosad is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Publisher. crosad understands that it will not be entitled to any fringe benefits that Publisher provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.

Entire Agreement

This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. Crosad reserves the right to alter these terms and conditions at any point without notice, by updating the content on the crosad website.

Indemnification

The Publisher agrees to indemnify and hold crosad, its employees and associates harmless from any and all claims brought in the performance of the Services. Publisher shall indemnify and hold CROSAD harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Publisher (“Third Party Claim”).

Limitation of Liability

Publishers agree to indemnify, defend and hold harmless crosad against and from any third party claims (including reasonable legal or arbitration costs) arising from:
● any breach or default on the part of the publisher of any obligations
● negligent act or omission of publisher; or
● wilful violation of the law, wrong description and price of products advertised; or
● an offence committed by publisher,
● provision of fake, inferior or substandard products that have been sold as genuine;
● provision of used, refurbished or damaged products that has been sold as new or unused;
● Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC, SON etc);
●Fails to meet the Quality of Service Standards (QoS) as defined in the SellerHQ ratings system (details on request);
● Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading

Term & Termination

Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party. Crosad has the right to evict the Publisher from crosad if any, or a combination, of the following breaches are committed:

- Provides fake, Advertising Asset that have been listed as genuine;
- Lists Advertising Asset that have not been authorized for Advertising by the appropriate regulatory body;
- Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;
- Engages in any activity that brings crosad, or any of crosad’s partners or other publishers into disrepute.

Crosad reserves the right to alter these rules at any time, and in the event of any changes crosad will inform the publishers by publishing the same on crosad’s website. Crosad will send a formal warning to the Publishers after each incident.

Copyright and Infringement Trademark

Crosad respects all copyright and trademarks of others. As a Publisher on our website you must in turn respect these rights. Crosad will immediately terminate or suspend a seller who infringes another’s trademark or copyright.

Independent Contractors

The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.

Restrictions and Prohibitions

All product advert descriptions must be true, accurate and non-misleading.

- Products advertised by publishers must not be fraudulently obtained or involve the sale of counterfeit or stolen items.
- Publishers must not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; crosad will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of publishers who may be infringers.
- Publishers must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti- discrimination or false advertising).
- Advertising Asset must not be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities.
- No display of images containing pornography is permitted.
- Publishers must not incur liability for crosad and its subcontractors or expose them to undue risk or otherwise engage in activities that crosad, in its sole discretion, determines to be harmful to crosad's affiliates, operations, reputation, or goodwill.
- Publishers must not post or display any materials that exploits or otherwise exploits children under age of 18 years.
- Publishers must not conduct activities such as gambling, sweepstakes, raffles and lotteries.

Crosad is compliant with all the Money Laundering Regulations and all Money Laundering activities are prohibited.

Force Majeure

The Parties agree that they shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lockouts, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement, shall be settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;
Where the Parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a Party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Lagos State Multi Door Court House (LMDC), Igbosere Lagos under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.