Terms & Conditions

Please read carefully to learn more about how to appropriately use Towntalk's products.

Parties

Towntalk Solutions Inc (“Towntalk”), a Delaware incorporated company of 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, develops products and solutions to enable customers to report incidents, connect with nearby emergency services, assess situational risk, and connect with people; and additionally, enable businesses to track security conditions around their assets. This document (“Terms”) governs your use of the Area! Mobile Application, Pulse Web Dashboard and any other product, service, software or technology (the “Products and Services”) that Towntalk offers, except where we expressly state that separate terms (and not these) apply.

 

If you are using the Products and Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Use.  In addition, you represent that you are using the Products and Services in the course of business and no as a private individual or consumer.

 

please read and consider this document carefully. it contains important information about your rights and obligations.

 

By downloading, accessing and/or using the Products and Services, you confirm that you accept and agree to be bound by these Terms and acknowledge that they constitute a legally binding contract between Towntalk and you (and if relevant, any organization on whose behalf you are acting).

 

If you (or, if relevant, your organization) do not agreed to all of these Terms (or if you do not have the right to bind your organization), you are not permitted to access or use the Products and Services, and hence you should not proceed any further.

 

Definitions

The following terms when capitalized have the meanings set forth in this section:

  • “Customer” means an end user that has been granted access to the Products and Services, and who has accepted the Terms of Use.

  • “Terms of Use” means Towntalk’s standard end user license agreement, which may be amended by Towntalk in its sole discretion from time to time.

 

Restrictions

Towntalk shall own and maintain all copyright and other proprietary notices contained in its Products and Services. Except as set forth expressly herein. Customers shall not:

  • reverse engineer or attempt to find the underlying code of, the Products or Services;

  • modify the Products or Services, or insert any code or product, or in any other way manipulate the Products or Services; or

  • modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third party website, or otherwise use the Products or Services except as expressly permitted by these Terms.

Intellectual Property

Title to and ownership of and all proprietary rights in or related to (a) the Products and Services including other related documentation, all enhancements, derivatives, bug fixes and/or improvements to the foregoing; (b) all trade names, trademarks and logos owned by Towntalk or any of its subsidiaries; and (c) all data collected by Towntalk’s server-side software with regard to the foregoing (collectively, “Towntalk’s Property”) shall at all times remain solely with Towntalk.

Confidentiality and Non-Solicitation

Confidentiality

These Terms are confidential (“Confidential Information”). The user agrees to treat and cause their respective agents, principals, representatives, legal advisers, accountants and bankers and (where relevant) such other professional advisers to treat any Confidential Information received from Towntalk, their respective agents, principals, representatives, legal advisers, accountants and bankers and (where relevant) such other professional advisers, in a strictly confidential manner and not to disclose such Confidential Information to any third party or utilize any information received in the course of its use of the Products and Services to the detriment of Towntalk and shall not disclose such Confidential Information except with the prior consent of Towntalk to the disclosure of such information

The following information do not qualify as Confidential Information:

  • information that is or becomes generally available to the public other than as a result of any breach of this undertaking by the user or its representative(s);

  • information that becomes available to the user on a non-confidential basis from a source that is entitled to disclose it;

  • information known the user on a non-confidential basis or which has been acquired or developed by the user independently of this understanding, prior to the agreeing to these Terms; and

  • information that is independently developed by the user without the use of any Confidential Information or the breach of Section 2

 

Non-Solicitation

The user and/or its affiliates of whatsoever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the parties hereto, nor in any manner shall access, conduct solicit and/or conduct any transaction with such said sources, without the specific written permission from Towntalk who made such said sources available.

 

 

Disclaimer for use of the products and services

Towntalk does not warrant the accuracy or completeness of the information or material or the reliability of any advice, opinion, statement or other information as displayed or distributed through any of the Products and Services. Reliance on any such opinion, advice, statement, memorandum or information shall be at the sole risk of the user of the Products and/or Services. Towntalk shall not be liable for the consequences attached thereto.

 

Towntalk reserves the right, in its sole discretion, to correct/rectify any errors or omissions in any portion of the materials and may make any other changes/improvements in its Products and Services at any time without prior notice. All data provided is for the purpose of information only.

 

Whilst every effort has been made to ensure accurate functioning of modules, extensions, code base or integrations as possible; their accuracy can only be as good as the information provided by the suppliers of the services, extension, code base or other suppliers.

 

The content distributed on the Products and Services comes from various sources and may contain inaccuracies or typographical errors or be a case of omission. Towntalk makes no representation on the results to be obtained from using the Products or Services or the contents thereof. The use of the Products and Services is at the risk of the person who is using the Products and Services. Tips and advice distributed through the Products and Services are suggestions only and may not be applicable to all situations. Professional advice should be sought for specific situations. Towntalk shall not be held responsible for any uncontrollable security attack leading to failures of accuracy and integrity of information distributed through the Products and Services; and in such cases, Towntalk shall not be held responsible for any type of losses that may occur to you.

 

Limitation of Liability

Nothing in these Terms is intended to exclude or limit our liability for death, personal injury or fraudulent misrepresentation caused by our negligence, or to affect your statutory rights.

 

We will exercise professional diligence in providing our Products and Services to you and in keeping a safe and secure environment. Provided that we have acted with professional diligence, we do not accept responsibility for losses not caused by our breach of these Terms or otherwise by our acts; losses that are not reasonably foreseeable by you and us at the time of entering into these Terms; and events beyond our reasonable control.

 

Promotion

All promotion, advertising and distribution of the Products and Services shall be consistent with Towntalk’s standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party.

 

Commencement

The duration of this agreement (“Term”) shall commence on the date the Customer accepts these Terms or the date that the Customer first uses the Products and Services, whichever is earlier and shall continue unless otherwise terminated in accordance with these Terms.

 

Termination

If we determine that you have clearly, seriously or repeatedly breached these Terms, we may suspend or permanently disable your access to the Products and Services. We may also suspend or disable your access if you repeatedly infringe on other people’s intellectual property rights or where we are required to do so for legal reasons.

 

Where we take such action, we will let you know and explain any options you have to request a review, unless doing so may expose us or others to legal liability; harm our community of users; compromise or interfere with the integrity or operation of any of our Products or Services; where we are restricted due to technical limitations; or where are prohibited from doing so for legal reasons.

 

You can request to delete or disable your account by sending an email to pulse@towntalk.ng. If you delete or we disable your account, these Terms shall terminate as an agreement between you and us, but the following provisions will remain in place: Section 2 (Restrictions), Section 3 (Intellectual Property), Section 4 (Confidentiality and Non-Solicitation), Section 6 (Limitation of Liability), Section 11 (Governing Law and Jurisdiction), and any accrued and unpaid payments.

 

Miscellaneous

Towntalk and the Customer are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. 

 

These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof.

 

These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or any these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.

 

Towntalk may assign its rights or obligations to these Terms.  The Customer agrees not to assign any rights under these Terms; any attempted assignment by the Customer shall be null and void and shall result in the termination of these Terms.

 

If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not be affect the validity of enforceability of any other part or provision of these Terms which shall remain in full force and effect.

 

A Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

 

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England.

 

Negotiation

In the event of a dispute (“Dispute”), the parties, shall seek to resolve such Dispute by negotiation. Within twenty (20) working days after the date of the receipt of a notice of Dispute by either party to the other (the “Notice”), (where applicable) the representative of each party shall meet at a mutually acceptable time and place to exchange relevant information in an attempt to resolve the Dispute.

 

Mediation

Any Dispute not settled through negotiation within sixty (60) working days after the Notice is received (or such longer period as may be agreed by the parties in writing) shall be resolved through mediation in accordance with London Court of International Arbitration (LCIA) Mediation Rules, by either party filing a request for mediation (Request for Mediation).

 

Arbitration

If the Dispute has not be settled pursuant to the LCIA Mediation Rules within thirty (30) working days following the filing of a Request of Mediation (or within such other period as the parties may agree in writing), then such Dispute shall be finally settled under the Rules of Arbitration of the LCIA.

 

The language to be used in the arbitral proceedings shall be English. The number of arbitrators shall be three (3). Each Party shall nominate one arbitrator, and the two arbitrators nominated by the Parties shall within fifteen (15) days after the appointment of the second arbitrator agree upon a third arbitrator who shall act as Chair of the Tribunal.  If no agreement is reached within such fifteen (15) day period, the LCIA Court shall nominate and appoint a third arbitrator to act as Chair of the Tribunal. The seat or legal place of arbitration, shall be London, England.

 

Where applicable, the arbitral award shall be made and payable in USD, free of any tax or other deduction and shall be final and binding on the Parties.

 

Without prejudice to any other rights or remedies that may be available to them, the parties acknowledge and agree that damages alone may not be an adequate remedy for any breach by them of the provisions of these Terms and that the remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of the provisions of these Terms may be more appropriate remedies.

Nothing in this sub-Section, (Arbitration) shall be construed as prohibiting a party from:

  • commencing an arbitration or applying to the court of competent jurisdiction for interim or emergency relief prior to the service of a Notice or completion of steps set out in the first four paragraphs under this sub-Section (Arbitration); or

  • commencing an arbitration to suspend the limitation period of the Dispute.

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