1. INTRODUCTION

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING OUR PLATFORM AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED BY REFERENCE. DO NOT USE OUR PLATFORM OR ONLINE SERVICES IF YOU DO NOT AGREE TO ALL OF THESE TERMS.

Welcome to Kopesi Services Ltd, we are a company based in Kenya. This section of the Platform is offered to the users (hereinafter referred to as “Clients”, “you” or “your”) buying the Services provided through this Platform by security personnel registered with us operating as independent contractors (“Security Personnel”). For the sake of convenience, the term “Services” shall be included in the term “Platform” wherever used throughout this document unless specified otherwise.

Disclaimer

WE DO NOT PROVIDE SECURITY SERVICES, ADVICE, OR RECOMMENDATIONS, NOR DO WE RECOMMEND YOU PURCHASE ANY SECURITY SERVICES. WE PROVIDE INTERMEDIATION OF SECURITY SERVICES. THE INFORMATION PROVIDED ON THIS PLATFORM OR IN ANY COMMUNICATION CONTAINING A LINK TO THIS PLATFORM IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR REGULATION OR WHICH WOULD SUBJECT THE US OR OUR AFFILIATES TO ANY REGISTRATION REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. KOPESI PROVIDES SOLUTION FOR SECURITY NEEDS, WE CONNECT CUSTOMERS WITH SECURITY PERSONNEL. THE COMPANY DOES NOT MAKE ANY GUARANTEE OR OTHER PROMISE AS TO ANY RESULTS THAT MAY BE OBTAINED FROM USING OUR CONTENT OR ANY THIRD-PARTY CONTENT, NOR TO THE RESULTS OF THE SERVICES PROVIDED BY THE STAKEHOLDERS THROUGH THE PLATFORM. To the maximum extent permitted by applicable law, nothing in this document will:

- limit or exclude the Client’s liability or misinterpretation of the information presented on the Platform;
- limit any of the Client’s liabilities in any way that is not permitted under applicable law;

These Terms and other additional terms we make available from time to time (collectively “Terms”) on the Simba SOS Button mobile application (“Platform”) set out the legal obligation vis-à-vis terms and conditions for your interaction and usage of the Platform. This document includes a mandatory arbitration provision and regulates the resolution of any dispute which may arise between you and us as a result of using our Platform. By clicking “Accept” when prompted or making an Account or, using or accessing the Platform, you understand that you will adhere to these Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference periodically by us. If you do not agree to any of these Terms, including the compulsory arbitration provision, you must stop using the Platform.

By accepting these Terms, you agree that the Terms constitute a binding contract, effective as of the date of first acceptance by you, between Kopesi Services Ltd (hereinafter referred to as “Kopesi”, “we”, “us”, or “our”) and you the user (hereinafter referred to as (“you”, “your”) (each a “Party” to the contract and collectively, the “Parties”).

2. THE SERVICE

• The Kopesi Platform offers an online platform to the Clients to:
  • Use the free SoS button feature to notify emergency contacts as selected by the Clients (“Emergency Contacts”).
  • avail paid security services from Security Personnel by purchasing our subscription offerings specified on the Platform.
  • Utilise the marketplace for selling and buying products on the Platform

    The SoS button feature to intimate your Emergency Contacts is provided free of cost. This feature requires an active connection to the internet and data charges may incur. We do not warrant that this feature shall work as intended including without limits, due to internet failure, technical errors, or other reasons as specified herein or otherwise. If you purchase our subscription, you shall be able to notify the Security Personnel you engage by pressing the SoS button as well and they shall be provided your GPS location. The Security Personnel shall proceed to your location promptly as reasonably possible if they are not in your immediate vicinity.

    The Client is able to navigate and select the Security Personnel they are interested to avail. Once the services are selected the following procedure will be proceeded. Kopesi acts as an intermediation agent between the Client and the Security Personnel. The different Clients are able to interact with Security Personnel creating successive and project-based contractual relationships, between them. All payments shall be made to us and not the Security Personnel directly. With respect to our marketplace feature for sale and purchase of products, All payments shall be made via the Platform and the refund and cancellation terms of the seller of the product and service shall apply. Please read our Refund and Cancellation Policy for more information regarding refunds in case of engaging Security Personnel through our Platform.

• Our Platform may display certain products for sale which are owned and listed by its third-parties, products that are related to the services provided through the Platform. We are not the owners of the products and we do not sell any product. If you and the Security Personnel enter into a written agreement for services with each other, we shall not be a party to such an agreement nor will be liable for any actions, claims, damages, etc due to any party and such an agreement shall be in line with these Terms. Notwithstanding anything in such an agreement between you and the Security Personnel, all payments shall be made through the Platform, and you shall not circumvent the Platform to avoid payments to us.
• (3) In consideration of providing the Platform, we shall be entitled to not less than 25% from the subscription amounts paid by the Client (“Kopesi Fees”). The percentage of Kopesi Fees charged by us may vary and shall be notified to you in accordance with Section 4.
• (4) All Kopesi Fees collected by us is strictly non-refundable and shall be subject to the terms and conditions of our Refund and Cancellation Policy. The Kopesi Fees chargeable by us shall be displayed on the payment/ checkout page.

3. ELIGIBILITY

• To use our Platform, you must:
  • Be at least of age the age of majority and not disqualified from entering into contracts under any law;
  • complete the registration process;
  • agree to our Terms; and
  • provide true, complete, and up to date legal and contact information
  • You represent and warrant that you have the authority to accept these Terms on behalf of the company you may be affiliated with.
  • You must not be a competitor of our Platform or use our Service for reasons that are in competition with us or otherwise to replicate some or all of the Service for any reason.
  • By using Platform, you represent and warrant that you meet all the requirements listed above and that you won’t use Platform in a way that violates any laws or regulations. Kopesi may refuse Service, close Accounts of any users, and change eligibility requirements at any time.
  • By accepting these terms, you represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access/use the Platform and must cease to be a user.
  • Except where additional terms and conditions are provided which are services specific, these Terms supersede all previous representations, understandings, or agreements and shall prevail notwithstanding any variance with any other terms.

4. PERSONAL DATA

To provide you with the Platform as mentioned in these Terms it is required that we collect your basic information as specified in our Privacy Policy (“Personal data”). You agree that your Personal data is collected by us through your consent.

5. TERM

The Term begins as soon as you access the Platform and continues as long as you use the Service. Clicking the button and entering your username means that you’ve officially “signed” these Terms.

6. ACCOUNT REGISTRATION

To access the Platform and provide your services to the Clients, you need to register for a user account on the Platform (“Account”). For continuous access to our Platform, it is suggested that you provide us with accurate, complete, and updated information wherever applicable. Failing to meet the aforesaid condition may result in the suspension of the respective user Account.

You agree not to (1) misrepresent yourself as someone else by selecting or using a username a name, email, or phone number of another person; (2) use, as a username, an offensive, vulgar, or obscene name; (3) use as a username a fictitious name or pseudonym.

You are solely liable and responsible for any activity that occurs on your Account. You agree and understand that you shall not share your user Account password with anybody or do any such act which promotes unauthorized use of your user Account. You shall take all measures to protect your password, including but not limited to, restricting the use of your personal device.

You must notify us immediately on our Platform of any change in your eligibility to use the Platform, breach of security, or unauthorized use of your Account. You shall have the ability to delete your Account, either through the Platform or through a request made on our Platform.

You understand and agree that by creating a user Account, you agree to receive communication concerning marketing emails and SMS from us. You understand and agree that any communication or notification you receive from us electronically shall qualify as legal notice and meet all the legal notice requirements.

You may not transfer or sell your Account to another party.

Our Platform reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Our Platform reserves the right to refuse service to anyone, for any reason, at any time.

One individual can own only one Account in his/her name.

You agree to comply with all local and international laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by our Platform policies as stated in the Terms and the documents listed on the Platform as well as all other operating rules, policies and procedures that may be published from time to time on the Platform by us.

7. OUR APP AS A PLATFORM

All commercial / contractual terms are offered by and agreed to between Security Personnel and Clients. We do not have any control or determine or advise or in any way involve ourselves in the offering or acceptance of such commercial / contractual terms between Security Personnel and Clients.

We are not responsible for any non-performance or breach of any contract entered into between Security Personnel and Clients. Our website cannot and does not guarantee that the Security Personnel will perform any transaction concluded on the Platform. Our Platform shall not and is not required to mediate or resolve any dispute or disagreement between Security Personnel and Clients.

Our Platform does not make any representation or warranty as to the attributes (such as legal title, creditworthiness, identity, etc.) of any of its Security Personnel or Clients. You are advised to independently verify the bona fides of any particular Security Personnel/ Client that you choose to interact with and/or deal with on the Platform and use your best judgment in that behalf. In the same manner when you choose to interact with each other via messaging or over the call, you do so at your own risk.

We are only providing a platform for communication, and it is agreed that the contract for sale of any security service shall be a strictly bipartite contract between the Security Personnel and Clients. At no time shall any right, title or interest over the services vest with us nor shall we have any obligations or liabilities in respect of such contract.

We shall not be responsible for unsatisfactory or delayed performance of services or damages or delays as a result of services badly provided.

You release and indemnify us and/or any of our shareholders, directors, officers, employees and representatives from any cost, damage, liability, or other consequence of any of the actions of the Security Personnel and Clients of the Platform and specifically waive any claims that you may have in this behalf under any applicable law. Notwithstanding its reasonable efforts in that behalf, our Platform cannot control the information provided by other Security Personnel and/or Clients which is made available on the Platform. You may find other Security Personnel's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and practice safe trading when using the Platform. Please note that there may be risks in dealing with foreign nationals, underage persons or people acting under false pretence.

You acknowledge and undertake that you are accessing the services on the Platform and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the Platform. We shall neither be liable nor responsible for any actions or inactions of sellers or buyers nor any breach of conditions, representations or warranties by the buyers, sellers or manufacturers of the products and hereby expressly disclaim any and all responsibility and liability in that regard.

8. BACKGROUND CHECKS

The Security Personnel will be required to undergo reasonable background checks. However, we cannot and do not warrant that the use of the Security Personnel services shall meet your expectations or requirements. The use of the Security Personnel services is at your own risk, please conduct your own due diligence prior to engaging the services of a Security Personnel via the Platform.

9. USER ACKNOWLEDGEMENTS

• Client agrees that before engaging a Security Personnel they will conduct their own due diligence. By engaging a Security Personnel, Client agrees to be bound by the conditions of sale included in the Security Personnel’s service description/listing.
• Please note that in the event any inaccurate information is provided by you regarding your identity, we may inform law enforcement officials.
• You agree and confirm:
• That in the event that a non-delivery occurs on account of a mistake by Security Personnel (i.e., wrong name or address or any other wrong information) any extra cost incurred shall be claimed from the Security Personnel.
• That you will use the services provided by our Platform, its affiliates, and contracted companies, for lawful purposes only and comply with all applicable laws and regulations while using the Platform and transacting on the Platform.
• That you will provide authentic and true information in all instances where such information is requested of you. We reserve the right to confirm and validate the information and other details provided by you at any point of time. If upon confirmation your details are found not to be true (wholly or partly), we have the right in our sole discretion to reject the registration and debar you from using the Services of our Platform and / or other affiliated websites or applications without prior intimation whatsoever.
• You agree that we shall not be involved or be a party to any dispute that arises between you and any Security Personnel on our Platform. Therefore, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from any and 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 with one or more Security Personnel, or Client on our Platform or any outside party.

10. DELIVERY OF SERVICES

• The Services you offer via our Platform shall be provided to the Client directly.
• We shall not be responsible/ liable for any delay in said Services as all the Services are provided by you directly to the Clients.

11. REPLACEMENT/REFUNDS AND CANCELLATTION

The services provided to the Clients are the responsibility of the Security Personnel and we shall honour any refund or replacement request if approved by the Security Personnel you engage. Notwithstanding anything in these Terms and Conditions all refunds shall be provided through the Security Personnel Fees and not the Kopesi Fees. We shall under no circumstance be liable for providing refunds to Clients for services provided by you.

If the Parties agree to a written refund and cancellations policy, such policy shall apply, and we will honour the terms of such policy unless it is in contravention of these Terms or any applicable laws.

12. PAYMENTS

All payments towards subscriptions shall be made to us directly and not the Security Personnel. Please read our Refund and Cancellations policy for more information regarding how to cancel your subscriptions.

13. PROHIBITED ACTIVITIES

• As a user of the Platform, you agree not to:
  • systematically retrieve data or other Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user Accounts by automated means or under false pretences.
  • use a buying agent or purchasing agent to make purchases on the Platform.
  • use the Platform for advertising or offering to sell goods and services.
  • circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Platform Content or enforce limitations on the use of the Platform and/or the Platform Content or Content contained therein.
  • engage in unauthorized framing of or linking to the Platform.
  • trick, defraud, or mislead us and other users of the Platform, especially in any attempt to learn sensitive account information such as user passwords;
  • make improper use of our support services or submit false reports of abuse or misconduct.
  • engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
  • attempt to impersonate another user or person or use the username of another user.
  • sell or otherwise transfer your profile.
  • use any information obtained from the Platform in order to harass, abuse, or harm another person.
  • use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Platform Content for any revenue-generating endeavour or commercial enterprise.
  • attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
  • harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
  • delete the copyright or other proprietary rights notice from any Platform Content.
  • copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
  • upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • except as may be the result of a standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
  • disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
  • use the Platform in a manner inconsistent with any applicable laws or regulations.

14. INTERACTIVE SERVICES

• The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit and talk to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform. All User Contributions must comply with the User Contribution Standards set out below in Section 15.
• Any User Contribution you post on the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
• You represent and warrant that:
  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and
  • All of your User Contributions do and will comply with these Terms.
  • You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
• We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
• To the maximum possible extent, you hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully transferable and sublicensable right (through multiple tiers) and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all User Contributions, and to sublicense the foregoing rights; and you irrevocably waive, and cause to be waived, against us and its users any claims and assertions of any moral rights contained in such User Contributions. This section shall survive any termination of your Account or the Agreement.

15. USER CONTRIBUTION STANDARDS

• These User Contribution Standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable central, federal, state, local, and international laws, and regulations. Without limiting the foregoing, User Contributions must not:
• contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, hurtful, inflammatory, or otherwise objectionable;
• promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
• violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.
• contain images or videos of persons without such person’s consent;
• be likely to deceive any person
• involve drugs, narcotics, steroids, controlled substances, pharmaceuticals or similar products or therapies that are either illegal, prohibited, or enjoined by an applicable regulatory body; legal substances that provide the same effect as an illegal drug; or other products, medical practices, or any related equipment or paraphernalia that have been found by an applicable regulatory body to cause consumer harm;
• promote any illegal activity, or advocate, promote, or assist any unlawful act;
• cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
• funding a ransom, human trafficking or exploitation, vigilantism, bribes, or bounty;
• impersonate any person or misrepresent your identity or affiliation with any person or organization;
• involve or promote terrorism or, any activity that promote war, genocide, knives, explosives, ammunition, firearms, or other weaponry or accessories;
• involve annuities, investments, loans, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), pyramid schemes, “get rich quick schemes” (i.e., Investment opportunities or other services that promise high rewards), network marketing and referral marketing programs, debt collection or crypto-currencies;
• involve circumventing the designated method of payment as provided by us;
• involve credit repair or debt settlement services
• involve products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party
• involve illegal sale or resale of brand name or designer products or services;
• any other activity that we may deem in our sole discretion to be in support of individuals and/or entities associated with alleged financial crimes including but not limited to corruption, bribery, tax evasion, fraud, and activities of a similar nature; or
• involve any election campaigns that are not run by a registered organization within the supported country;
• give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
• involve any other activity that we may deem in our sole discretion to be unacceptable

16. COPYRIGHT INFRINGEMENT NOTIFICATION.

If you are a copyright owner or an agent thereof and believe that any content made available via the Platform infringes upon your copyright, you may submit a notification by providing us with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Platform (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please send us all notices in connection with copyright infringements to: support@simbasosbutton.com

• Counter-Notice.
  If you feel that any of your content was improperly removed or made unavailable to other users, please contact us via the contact information set forth above.

17. MONITORING AND ENFORCEMENT

• We have the right to:
  • remove or refuse to post any User Contributions for any or no reason in our sole discretion;
  • take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the User Contribution Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for us;
  • disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
  • take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; or
  • terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.
• Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform or otherwise accessing or using our Platform.
• YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND COSTS RESULTING FROM ANY ACTION TAKEN BY US/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER US/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
• We do not undertake to review any material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

18. LICENSE

Subject to the Terms, Kopesi gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to the Platform (and other items displayed on the Platform for download) only for purposes of using the Platform in accordance with these Terms. It is expressly prohibited without the prior express permission from Kopesi to use, reproduce, modify, distribute, or store any Content for purposes other than using the Platform consistent with these Terms.

19. INTERACTION ON OUR PLATFORM

• The messages you send via our Platform are yours and we do not read them. We do not store your messages once they are delivered to the recipient.
• In order for us to provide our chat services to you, we may require access to and/or use of your relevant device (e.g., mobile phone, tablet) that you use to access our Platform – for example, we may need to use your device's processor and storage to complete the relevant Platform Software installation, or we may need to access your contact list to provide certain interactive functions within our Platform. You agree to give us such access to and use of your device.
• We will provide further information regarding how our Platform uses and accesses your device within our Platform or in another manner (e.g., via the relevant Platform store as part of the installation process for our Platform on your device). You understand that if you do not provide us with such right of use or access, we may not be able to provide our Platform services to you.
• You may need an adequate internet connection in order to authenticate your Platform account or use our Platform. You may also be required to activate certain functionalities within our Platform in the manner described within the Platform. You may not be able to use certain functionalities within our Platform if you do not comply with such requirements.
• Please note that we are not responsible for any third-party charges you incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of our Platform or Platform software.

20. INTELLECTUAL PROPERTY RIGHTS

• The Platform contains Intellectual Property of Kopesi in the form of content, graphics, videos, audios, text, and any other digital content (“Platform Content”). This is an agreement for the use of Platform, and you are not granted a license to any Platform Content under this Terms. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform; (ii) remove any proprietary notices or labels from the Platform Content; reproduce or copy the Platform Content or any part thereof; (iii) modify, translate, or create derivative works based on the Platform Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform; or (vii) allow third parties to gain access to the Platform or to Platform Content in any manner other than as expressly permitted in this Terms and Conditions.
• You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, and all other material comprising the Platform, are the property of the Kopesi or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of Kopesi. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain in Kopesi or its third-party suppliers, as the case may be.
• You are solely responsible for any content and other material that you submit, publish, transmit, or display on, though, or with our Platform (“Content”). You grant us a non-exclusive, worldwide, royalty-free, and fully paid license to use the Content, as necessary, for purposes of providing the Platform to you and other users of the Platform. All rights in and to the Content not expressly granted to us in these Terms are reserved by you.
• You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of Kopesi and you hereby irrevocably transfer and assign to Kopesi such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.
• It is our policy to limit access to our Platform of users who infringe the intellectual property rights of others, as a consequence of which we shall terminate your Account. If you find that anything on our Platform infringes any copyright that you own or control, please contact us using the information provided in section 32.

21. THIRD-PARTY SERVICES

The Platform provided by us may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may contain links to the Platform. Also, Content may contain links to other websites, services, or resources on the Internet. When you access third party resources on the Internet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between their operators and us. You also agree that we will not be responsible or liable in any case, either 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 website or resource.

22. APPLE AND ANDROID DEVICES

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access our Services:

• the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
• we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms and Conditions or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
• in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
• you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;
• you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
• you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms and Conditions against you as a third-party beneficiary thereof.

23. TERMINATION

We reserve the right to terminate your access to all or any part of the Platform at any point of time, without providing any cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. You may terminate your Account if you wish to do so by placing a request on our Platform. Any such termination shall immediately revoke the license granted under Section 18, and you shall effective immediately be prohibited from accessing or using the Platform or Content for any reason. The provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to Licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification.

24. RELEASE

To the maximum extent permissible by applicable law, you hereby absolutely release Kopesi and its affiliates as well as all other users of the Platform from responsibilities including but not limited to, claims, causes of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence that may arise from the use of or inability to use, or in relation to your use of and/or reliance on the Platform, including any disputes which may arise between users and the acts or omissions of third parties.

25. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

The services of our Platform are available globally. By agreeing to our terms of use and other policies, you warrant that it is completely legal to use our services in your country. It is the duty of the Client to verify any potential violation. You agree to indemnify us or sister companies, employees, agents or any related individual or organization for any liability it might incur in a foreign jurisdiction. Our services shall not be deemed to constitute an offer to sell or serve in countries where it is illegal to do so. We reserve the right to monitor the location from which Client access our services and to block access from any jurisdiction in which participation is illegal or restricted.

26. WARRANTY DISCLAIMER

THE PLATFORM IS PROVIDED “AS IS”, “AS AVAILABLE” BASIS. THE USE OF PLATFORM IS AT THE USER’S SOLE RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. Kopesi, OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE PLATFORM IS OR WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME, INSTANCE OR LOCATION; (II) ANY DEFECTS MATERIAL OR NOT, OR ERRORS WILL BE CORRECTED; (III) ANY/ALL CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY/ALL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE, OR RELIABLE; (V) ANY PARTICULAR SERVICE, CONTENT, OR PRODUCT REFERRED TO IN THE PLATFORM IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOUR AND/OR YOUR EMPLOYEES; (VI) THAT RESULTS OF USING THE SERVICES PROVIDED BY US WILL MEET YOUR REQUIREMENTS(VII) THE USE OF THE PLATFORM PROVIDED BY US SHALL COMPLY WITH ANY LAWS, RULES, REGULATIONS, REQUIREMENTS, POLICIES, QUALIFICATIONS, OR BEST PRACTICES, INCLUDING BUT NOT LIMITED TO PRIVACY LAWS, PROFESSIONAL LICENSURE, OR REIMBURSEMENT; (VIII) THE USE OF THE PLATFORM SHALL NOT RESULT IN LEGAL DUTIES OR LIABILITY. WE DO NOT GUARANTEE IN ANY INSTANCE THAT ANY PARTICULAR CONTENT OR MATERIAL SHALL BE MADE AVAILABLE THROUGH THE PLATFORM.

27. INDEMNIFICATION

You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the Platform; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone’s private, proprietary, or Personal data; (d) infringement by you (or any third party using your Account or identity in the Platform) of any intellectual property or other rights of any person or entity; or (e) otherwise in violation of these Terms in any way. It is our right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defences at your expense, including reasonable attorneys’ fees incurred by us.

28. LIMITATION OF LIABILITY

THE USE OF THE PLATFORM OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE PLATFORM FOR: (I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OF GOODWILL, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, PUNITIVE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER (HOWEVER ARISING), (II) ANY, VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN), (III) ANY PERSONAL INJURY OR HARM, INCLUDING DEATH, WHICH IS CAUSED BY YOUR USE OR MISUSE OF THE PLATFORM, (IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, OR (V) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OR GREATER THAN ANY FEES PAID BY YOU FOR USING OF PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. REMEDIES UNDER THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS. NOTHING IN THESE TERMS AND CONDITIONS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS.

29. GOVERNING LAW AND DISPUTE RESOLUTION

The parties agree that the validity, operation, and performance of these Terms shall be governed by and interpreted in accordance with the laws of the Republic of Kenya applicable therein (notwithstanding conflict of law rules). The Parties do expressly and irrevocably concede to the jurisdiction of courts with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms. Any dispute concerning the subject matter of these Terms, or the breach, termination, or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within fifteen (15) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. The venue of such arbitration shall be as may be mutually decided by the Parties. In the event that the Parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of the appropriate court on application by either party to the Dispute. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator, and the costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waive all rights of appeal, therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award.

30. MODIFICATION

We shall have the right to make modifications or replace any of the Terms, or suspend, change, or discontinue the Platform (including but not limited to, the availability of any featured content, or database,) at any time or instance by posting a notice through the Platform. We may also do so by sending you a notice via email, via the Platform, or by any other means of communication. We reserve the right to impose limits on certain features and services. We may if required to do so restrict your access to parts or all of the Platform without notice or liability. We endeavour to try and provide notice of modifications to these Terms. However, you also agree that it is also your responsibility to make reasonable efforts to be aware of such modifications.

When you continue to use the Platform after notification of any modifications to the Terms shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to the Terms in effect at the time of such use.

31. MISCELLANEOUS

• Entire agreement and severability. These Terms are the entire agreement between you and us with regards to the Platform. These Terms supersede all prior, contemporaneous communications and proposals made (whether oral, written, or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
• Relationship of the parties. You and Kopesi are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship of any kind between the Parties. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship you nor any fiduciary duty.
• Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
• Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.
• Notices. All notices under these Terms shall be in writing Unless otherwise specified in these Term of Service. Notices to us shall be sent by email to support@simbasosbutton.com. You shall ensure written confirmation of receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.
• No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
• Interpretation. The headers are provided only to make these Terms easier to read and understand.

32. CONTACT

You may get in touch with us through our Platform or the address given below:

Kopesi Services Ltd,
48 Kindaruma Road Nairobi, -1 40996 Kenya
support@simbasosbutton.com