Kobo360 Inc. – TERMS OF SERVICE AGREEMENT
Last Updated: July 21, 2018
This Terms of Service Agreement (the “Agreement”) describes the terms by which Kobo360 Inc., doing business as “100 Kobo Logistics Ltd,” – its wholly owned subsidiary in Nigeria, and (“Kobo360”) offers to you, as a Shipper, access to its website www.kobo360.com (the “Site”) and the associated mobile software application platform owned and operated by Kobo360 (“Mobile App”). Kobo360 provides an online and mobile platform (the “Service”) to connect Shippers with Carriers for the transportation of cargo whereby Shippers can submit a request for the transportation of cargo (“Shipment”). Carriers can accept such requests, and both Shippers and Carriers can track such requests. The Service includes access to all applications, content and downloads offered by Kobo360, including the Site, Mobile App, and associated user content. Kobo360 does not assess the suitability, legality, regulatory compliance, quality or ability of any Shipper or shipped items scheduled through the use of the Service, and Kobo360 makes no warranty regarding the same.
This Agreement sets forth the terms for use of the Service by Shippers. By signing up and registering with Kobo360 or by accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Service. Use of the Service is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement. In the event any separate contract or like document governs or otherwise impacts the parties’ rights, obligations or relationship, this Agreement shall govern to the extent it does not conflict with the terms of any such other contract or like document.
IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
- DEFINED TERMS
Carrier means a motor carrier as with authority issued by the federal and applicable state governments to haul cargo for hire. A Carrier who accesses or uses the Service is an independent contractor and remains solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching its drivers; as well as for the inspection and maintenance of its motor vehicle equipment and accessories. A Carrier is solely responsible for its own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of Carrier’s equipment, services, drivers, employees, contractors, agents and servants. A Carrier maintains sole control over the methods and results by which it performs cargo transportation services, and retains the sole duty to provide, maintain, manage and control the equipment, personnel, and expertise required to transport your cargo. Kobo360 is not an agent of any Carrier, and no Carrier is an agent of Kobo360.
KOBO360 IS NOT A MOTOR CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY KOBO360 IS A MOTOR CARRIER, OR THAT KOBO360 IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A MOTOR CARRIER. KOBO360 HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR MOTOR CARRIER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES.
Kobo360 is a freight broker. Kobo360’s sole obligation is to arrange transportation of cargo by a Carrier that is appropriate and authorized to operate by all applicable governmental agencies. As a freight broker, Kobo360 does not take possession, custody or control of any cargo. Kobo360 does not assume any liability, possessory rights or obligations, and assumes no financial responsibility whatsoever, for cargo, including loss, theft, damage or delayed delivery thereof.
Kobo360 offers a platform to connect Shippers and Carriers, but does not provide actual transportation services or act in any way as a Carrier. It is the Carrier’s obligation to provide transportation services, which may be scheduled through the use of the Service. Kobo360 has no responsibility for any shipping services provided to you as a Shipper by any Carrier.
You, as a Shipper or Manufacturer , are defined by the Corporate Affairs Commission, and warrant that you own, possess, or otherwise have rights to transport cargo you seek to ship by way of the Service.
A User is any entity which accesses or uses the Service, and may be a Carrier or a Shipper.
- “User Content”
User Content means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Shipment request or acceptance.
- Kobo360 and you are independent contractors, and except to the extent required by law, no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
- DESCRIPTION OF SERVICES
- Shipment Requests
Kobo360 provides a platform via the Mobile App and Website (defined above as the “Service”) through which you may submit proposed Shipments. You must provide the following information as part of requesting a Shipment:
- The origin and destination addresses for the Shipment;
- The requested dates for pickup and drop-off of the Shipment;
- A description of the cargo being transported as part of the Shipment (including weight);
- The specific equipment requirements; and
- Any other information necessary for the safe and proper transportation of the cargo.
Kobo360 is not responsible for any Shipment terms entered into between you and any Carrier. Once Kobo360 accepts a Shipment for posting, the Shipment’s details will be posted to the Service. You may cancel a Shipment at any time prior to a Carrier accepting it. A Carrier may view a list of the Shipments available to it at any time and accept a Shipment through the Service. Once a Carrier accepts a Shipment, it will be assigned to perform transportation services related to the Shipment. Upon a Carrier’s acceptance, Kobo360 will notify you that the Shipment has been accepted. Kobo360 does not guarantee that a Shipment will be accepted by any Carrier.
- Bills of lading, Waybillls and proofs of delivery
By Kobo360’s Terms & Conditions applicable to Carrier, Carriers whose services are engaged hereunder are instructed to issue bills of lading, waybills or proof of delivery to their Shippers, and to upload copies of those waybills to the Service. Carriers are instructed not to name Kobo360 as either a shipper or consignee on any bill of lading. Once a Shipment is completed, the Carrier is instructed to post to the Service a proof of delivery signed by the authorized recipient.
As a value added service to you, but not as any legal or contractual obligation, Kobo360 may provide you and Carriers with trouble shooting, tracking, inquiry, and other services. In order to do so, however, Kobo360 must have access to the bill of lading a Carrier issues to you for the subject Shipment. In the event a Carrier fails to post a bill of lading to the Service, we may request that you post it yourself, or otherwise make it available to Kobo360.
- Completion of the Shipment
By Kobo360’s Terms & Conditions applicable to Carriers, Kobo360 instructs Carriers to upload to the Service a proof of delivery signed by the consignee once Shipments are completed, and send you any questions or concerns regarding the Shipment.
- YOUR RESPONSIBILITIES
- Representations and Warranties
You hereby represent and warrant as follows:
- You will not use the Service to ship hazardous materials;
- You own the shipped cargo or have all necessary rights to ship it;
- You agree that Kobo360 will not be liable for loss, damage, theft, destruction, or delayed delivery of any cargo;
- You are solely responsible for obtaining any first-party insurance to cover any anticipated losses of cargo; and
- Your requested pick-up and delivery dates and hours will not require a Carrier to violate hours of service regulations under applicable law.
- Claims for Loss or Damage
A Carrier may impose time limits for filing of loss and damage claims, as well as for filing any action at law for cargo loss or damage. We recommend you consult with a qualified attorney regarding any action you might wish to pursue against a Carrier based on lost, damaged, delayed or destroyed cargo.
Should you wish Kobo360’s assistance with or other participation in any claim for lost, damaged, delayed or destroyed cargo, you should file with Kobo360 its written notice of claim to Carrier. Kobo360 may facilitate processing of cargo claims; PROVIDED, however, you understand and agree that, notwithstanding Kobo360’s participation in or assistance with any cargo claim, Kobo360 is not liable for any cargo loss which was not proximately caused by Kobo360’s own wrongdoing.
During the term of this Agreement, and for a period of one (1) year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any Carrier to which you are first introduced by the Service, or in connection with use of the Service. You understand that any such Carrier will offer and provide transportation services to it exclusively through the Service unless otherwise agreed by the parties in writing. Your obligation in this regard extends to instances where the Carrier contacts you and seeks to establish a business relationship that does not include Kobo360. This provision shall continue in force beyond termination of this Agreement for one (1) year subsequent to termination.
If you book or otherwise makes available any direct or indirect business relationship with any Carrier that was first introduced to you by Kobo360 in violation of this Agreement, you shall be jointly and severally liable with the Carrier to Kobo360 for each such violation in an amount equal to twenty percent (20%) of all revenues invoiced by Carrier to you.
- Cargo Description and Disclosures
You shall disclose to Kobo360 all information reasonably necessary for Kobo360 to arrange transportation in compliance with applicable regulatory, legal and industry standards. You shall also be responsible and liable for providing accurate description of cargo including without limitation commodity type, dimensions and weight, and any special handling requirements.
- Cargo Securement
You shall bear the maximum responsibility allowed by law to review and accept or decline the Carrier’s trailer for cleanliness, odor, leaks, dirt or other conditions that may be unacceptable to you. If a trailer or any equipment is unacceptable, it is your responsibility to refuse loading of the trailer. In such event, you may notify Kobo360 immediately and request alternative arrangements. You should ensure in coordination with Carrier that adequate blocking, bracing and packaging for the safe stowage of cargo is used.
You acknowledge that Kobo360 will never be in possession of any cargo being transported in connection with use of the Service, and that Kobo360 will not be responsible or have any role in the securement of cargo for transportation.
- Shipping Documents
You shall not insert “Kobo360” or “100 Kobo Logistics Ltd, or Kobo” on any receipt, bill of lading, manifest, or other shipping document. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Kobo360’s status as a Broker, or the Carrier’s status as the responsible Carrier. The provisions set forth in any shipping document used by a Carrier or you shall not supersede, alter, or modify any term of this Agreement or add any liability or responsibility to Kobo360.
- CARRIER SELECTION
Kobo360 establishes and follows written procedures to evaluate Carriers prior to their use by Kobo360. Kobo360 continues to evaluate certain Carriers at certain intervals, as set forth by Kobo360’s internal risk management and Carrier selection policies, which may be amended from time to time with or without notice to Carriers or Shippers. Kobo360 is not responsible in any way for the acts and/or omissions of Carriers or their drivers.
Kobo360 provides a means for Shippers and Carriers to rate and review each other and to have those ratings made available to other Users. We do not express any opinion, nor does Kobo360 make any assurances regarding, the truth or accuracy of any User reviews or ratings. Kobo360 does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain Content we deem inappropriate.
- PAYMENT TERMS
For each Shipment, you will pay Kobo360 the freight charge quoted to you upon acceptance of the applicable Shipment on the Service (“freight charge”), plus any additional charges you may incur related to the Shipment. Freight charges may include, but are not limited to, detention time which may be charged, by way of example, for time beyond 30 minutes at each location for trucks 26 feet or less in length and 120 minutes at each location for trucks over 26 feet in length, overnight storage due to your not being available or able to receive the Shipment from Carrier, any differences between costs for the actual Shipment and the description of the Shipment created on the Service. Kobo360 may change pricing for the Service (from time to time at its sole discretion) by updating the Site and Mobile App and without notice to Users. Carriers Kobo360 engages generally are required to provide advance notice of ancillary services for which they intend to charge additional fees, such as lumper charges, specialized equipment needed for blocking, bracing, marking or securement, “truck ordered not used” fees, extra stop charges and driver assist charges. However, advance notice is not always possible or practical, and Kobo360 may not be able to receive and communicate to you carrier requests for approval of additional charges before the services are rendered. In that event, you agree to pay the costs of any accessorial and/or ancillary services which Kobo360 determines are reasonable and necessary.
You understand and agree that freight charges quoted to you for a specific transport may be increased or decreased at any time without notice unless and until accepted by your formally booking the transport; and that any accepted or quoted freight charges shall not apply to any future shipments you might seek to book with Kobo360, as the costs of services evolve over time and are subject to changing market conditions.
Unless otherwise agreed by the parties, payment is due 30 days from the date of each booking, subject to standard interest charges at 12%/annum for late payment.
When it receives full payment of a freight charge (including all surcharges and accessorial charges), Kobo360 shall display a completed charge screen. This is your electronic receipt, and you should print or save it for your records. You warrant that you have the right to use any credit card(s), checks, or other payment means provided to Kobo360 and used to initiate payment of any freight charge. All information you provide to Kobo360’s third-party payment processor or to Kobo360 must be accurate, current and complete. You agree to immediately notify Kobo360 of any change in your billing address or the credit card or bank account used for payment hereunder.
You agree not to circumvent payments for scheduled or completed Shipments in any way. All payments shall be in United States dollars. Any amount that is not paid when due will accrue interest at twelve percent (12%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event Kobo360 is unable to collect all charges from you due to insufficient funds, you shall be liable for all costs and expenses incurred by Kobo360 in connection with collection of the freight charge, including costs and expenses of a third-party collection agency and attorneys’ fees. Freight charges are non-refundable.
In order to use certain features of the Service, you must register for an account with Kobo360 (“Account”) and provide certain information as prompted by the registration and Shipment creation form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may cancel your Account at any time, for any reason, by contacting Kobo360 or following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. You agree to immediately notify Kobo360 of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Kobo360 is not liable for any loss or damage arising from your failure to comply with the above requirements.
Kobo360 owns the Site and all intellectual property therein. Subject to the terms of this Agreement, Kobo360 grants you a limited, non-transferable, non-exclusive, revocable license to use the Site for your internal business use during the term of this Agreement.
- Mobile App
Kobo360 owns the Mobile App and all intellectual property therein. Subject to the terms of this Agreement, Kobo360 grants you a limited, non-transferable, non-exclusive, revocable license to install and use the Mobile App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.
The rights granted to you in this Agreement are subject to the following restrictions:
- You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service;
- You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;
- You shall not access the Service in order to build a similar or competitive service; and
- Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
- Limited Support
Users may contact Kobo360’s technical support center for any support-related issues arising from the use of the Service by following the instructions on the Service.
Kobo360 agrees to maintain, at its own expense, at all times, at least the following insurance coverage amounts:
General Liability: $277,778 (N100,000,000)
Auto Liability: $41,667 (N15,000,000)
Contingent Cargo Liability: $41,667
Upon request, Kobo360 may procure insurance coverage amounts that exceed these limits, and the evidence of such coverage shall be in the form of an insurance certificate provided to you on request. Kobo360’s maximum liability to you or Carrier for any loss shall be limited to Kobo360’s insurance policy terms and conditions and the dollar amounts for coverage hereinbelow.
Kobo360’s contingent cargo insurance is subject to the terms, conditions and certain limitations and/or exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Kobo360’s contingent cargo insurance in no way shifts or places any legal or contractual liability on Kobo360, nor does it exonerate the Carrier’s duties and liabilities under this Agreement.
Kobo360 owns intellectual property rights in and to the Service, including but not limited to the Site, Mobile App, including all related software and servers, in and to Kobo360’s trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). Users acknowledge and agree that Kobo360 owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Users understand and agree that without a written license agreement with Kobo360. Users may not make any use of the Marks. Except as expressly granted in this Agreement, all rights, title and interest in and to the Service, and in and to the Marks are reserved by Kobo360, Inc.
- MODIFICATION OF THE SERVICE
Kobo360 reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Kobo360 will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
- LIMITATIONS ON USE OF THE SERVICE
You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way.
In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
Kobo360 reserves the right to review any User Content, investigate, and /or take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your Account, and/or reporting you to law enforcement authorities. However, Kobo360 has no obligation, to monitor, modify or remove any User Content.
- USER CONTENT
- User Content
You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate any provision of this Agreement. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Kobo360. You acknowledge and agree that Kobo360 is not responsible for any loss or damage resulting from anyone’s use or reliance on User Content and Kobo360 makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content.
You hereby grant, and represent and warrant that you have the right to grant, to Kobo360 an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Services and Kobo360's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. All rights in and to the User Content not expressly granted to Kobo360 in this Agreement are reserved by Users.
- Anonymous Data
Kobo360 may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. Kobo360 may use and disclose Anonymous Data for any purpose, including improving the Service.
Kobo360 may share your User Content (a) with third party service providers; (b) if another company acquires Kobo360; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.
- Copyright Complaints and Copyright Agent – DMCA Provision
Kobo360 respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, please send the following information to Kobo360’s Copyright Agent at email@example.com;
A description of the copyrighted work that you claim has been infringed, including specific location on the Services where the material you claim is infringing is located. Include enough information to allow Kobo360 to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your address, telephone number, and e-mail address;
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;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
We may terminate access, usage or subscription to the Site, as the case may be, for repeat infringers in appropriate circumstances.
- THIRD PARTY SITES AND LOCATION INFORMATION
- Third Party Sites
The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of Kobo360 and Kobo360 is not responsible for any Third Party Sites. Kobo360 does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
- Location Information
Location data provided by the Service is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Neither Kobo360, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Kobo360, third party content providers, or Users.
Geolocational data that You upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.
- Indemnification of Kobo360
You agree to defend, indemnify and hold Kobo360 (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Service, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment. Kobo360 reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without Kobo360’s prior written consent. Kobo360 will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- Indemnification of you
By Kobo360’s separate Terms & Conditions applicable to Carriers, your Carrier agrees to defend, indemnify and hold you (and your officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all damages, claims or losses arising out of its performance of this Agreement, to the extent such damages, claims or losses are caused by the negligence or intentional conduct of the Carrier or its employees or agents.
- Indemnification of Carrier
You agree to defend, indemnify and hold Carrier (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all damages, claims or losses arising out of its performance of this Agreement, to the extent such damages, claims or losses are caused by your or your employee’ or agents’ negligence or other intentional conduct.
- CHOICE OF LAW
This Agreement shall be deemed executed in the Federal Republic of Nigeria and shall be interpreted, in the event of a dispute arising hereunder, under the laws of Federal Republic of Nigeria without regard to its conflicts of laws provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
- DISPUTE RESOLUTION
In the event of a dispute arising out of this Agreement related to claims by or against Kobo360, a party’s recourse shall be exclusively settled through binding and confidential arbitration. Arbitration shall be subject to the Arbitration and Conciliation Act. The arbitration shall be conducted before one arbitrator. Arbitration proceedings shall be conducted under the UNCITRAL rule
Upon agreement of the parties, arbitration proceedings may be conducted outside of the administrative control of the UNCITRAL. The decision of the arbitrator shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of the arbitrator.
Arbitration proceedings shall be conducted in Lagos, Nigeria, or at such place as mutually agreed upon in writing by the parties. At any time, either party may apply to a court of competent jurisdiction in Lagos, Nigeria for injunctive or other equitable relief. In the event that either party is granted equitable relief, the party against whom judgment is entered shall be liable for all costs and expenses incurred by the prevailing party including, but not limited to, reasonable attorney fees. This paragraph shall not apply to enforcement of an award of arbitration.
The parties may also proceed in Small Claims Court in King County, Washington to resolve any dispute where reasonably expected damages are less than $5,000 (N1,800,000). Unless preempted or controlled by federal law and regulations, this agreement shall be interpreted and enforced according to the laws of the State of Washington.
This paragraph does not apply to claims you may have against Carrier.
- TERM OF AGREEMENT
This Agreement will remain in full force and effect while you use the Service. Kobo360 may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) Kobo360 is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) Kobo360 has elected to discontinue the Service; or (d) for your poor performance as a Shipper in Kobo360’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately.
- GENERAL PROVISIONS
- Changes to Agreement
This Agreement is subject to occasional revision by Kobo360. In the event of any material changes made to the Agreement, Kobo360 will notify you by electronic mail, or other means of communication, before your next use of the changes on the Service. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new Users of the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Kobo360’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.
This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Kobo360’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
All notices as required by any of the terms and conditions of this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the United States mail, postage prepaid. Notices to Kobo360 are adequately addressed as follows:
22 Ikorodu Road,
Jibowu, Lagos, Nigeria
Phone: +234 818 678 0000
- Publication of Information
Kobo360 has your permission to identify you as a customer of Kobo360 or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials.
If you provide Kobo360 any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to Kobo360 all rights in the Feedback and agree that Kobo360 has the right to use such Feedback and related information in any manner it deems appropriate. Kobo360 will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Kobo360 any information or ideas that you consider to be confidential or proprietary.
In the event that the operation of any portion of this Agreement results in a violation of any law, or if any provision herein is determined by a court of competent jurisdiction to be invalid or unenforceable, Shipper, Kobo360 and Carrier agree that such portion or provision shall be severable and that the remaining provisions herein shall continue in full force and effect. The terms and conditions set forth herein shall survive the termination of this Agreement.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." KOBO360 EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. KOBO360 MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KOBO360 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
KOBO360'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES WITH OTHER USERS, BUT YOU AGREE THAT KOBO360 HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR OFFERED OR PURCHASED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES.
WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). KOBO360 ONLY OFFERS TECHNOLOGY THAT ENABLES CARRIERS TO COORDINATE TRANSPORTATION SERVICES. KOBO360 IS NOT A CARRIER. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF CARGO. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, CARGO OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' INFORMATION LISTED ON KOBO360. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE.
THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. KOBO360 ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. KOBO360 IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.
- Limitation of Liability
KOBO360 SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KOBO360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
KOBO360 SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. KOBO360 SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND KOBO360'S REASONABLE CONTROL. IN NO EVENT SHALL KOBO360'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500.00) .
THE LIMITATIONS AND DISCLAIMER IN SECTIONS 18.7 AND 18.8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN KOBO360 AND YOU.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
If you have any questions about this Agreement, please contact Kobo360 at firstname.lastname@example.org