Terms of Use

By using this website (www.organogram.ltd, workspace.organogram.ltd),any of our websites and/or services, you agree to these Terms of Use. The website Privacy Policy, Acceptable Use Policy and 3rd Party Terms of Service (where applicable) are incorporated by reference into these Terms of Use.

About Us
Organogram LTD (“Organogram”, “Company”, “we”, “us” or “our”) offers an online cloud automation platform (“ERP”) for enterprises and other organizations.
We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis.
This Terms of Use is an agreement between you and Organogram. It details Organogram’s obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our services.

Privacy Policy Organogram is committed to managing your Personal Information in line with global industry best practices. You can read our Privacy Policy to understand how we use your information and the steps we take to protect your information.

Age Restriction Our website and services are not directed to children under 18. We do not knowingly transact or provide any services to children under 18.

Disputes & Reversal
Disputes & Reversal If you believe that an unauthorized or otherwise problematic transaction has taken place, you agree to notify us immediately, to enable us to take action to help prevent data breaches or financial loss.

All claims against us related to payments should be made within 45 (forty-five) days after the date of such payment. It will be taken that you waive all claims against us, to the fullest extent of the law after the said period of time.
If you enter into a transaction with a third party provider and have a dispute over the goods or services you purchased, we have no liability for such goods or services. Our only involvement with regard to such transactions is as a cloud automation provider and as an Integration provider on your consent.

We may intervene in disputes between users and partners concerning services but have no obligation to do so.

Acceptable Use Policy

You are independently responsible for complying with all applicable laws related to your use of our website and services. However, by accessing or using Organogram, you agree to comply with the terms and conditions of our Acceptable Use Policy which you can read on our Acceptable Use Policy page.

Disclaimers
WE TRY TO KEEP ORGANOGRAM AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK.
OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ORGANOGRAM MAKES NO WARRANTY THAT OUR WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OUR WEBSITE OR FROM ORGANOGRAM, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "ORGANOGRAM PARTIES") SHALL CREATE ANY WARRANTY.

Limitation of Liability
IN NO EVENT WILL ANY OF THE ORGANOGRAM PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE TRANSACTION OR YOUR CURRENT SUBSCRIPTION WHICHEVER IS LESSER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH ORGANOGRAM’S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF ORGANOGRAM’S WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Organogram Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Organogram’s Party's liability shall be the minimum permitted under such applicable law.

Updates, Modifications & Amendments
We may need to update, modify or amend our Terms of Use as our technology evolves. We reserve the right to make changes to this Terms of Use at any time by giving notice to users on this page.
We advise that you check this page often, referring to the date of the last modification on the page If a user objects to any of the changes to the Terms of Use, the User must cease using our website and/or services immediately.

Applicable Law
These Terms of Use shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.

Legal Disputes
We shall make an effort to settle all disputes amicably. Any dispute arising out of this Terms of Use, which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you), where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration. Venue for the arbitration shall be Lagos, Nigeria.

Severability
If any portion of these Terms of Use is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.

Terms of Service

By signing up for an account on this website (www.organogram.ltd), any of our websites and/or services, you are deemed a merchant and agree to these Merchant Terms of Service (the “Agreement”).

PLEASE READ THESE 3RD PARTY PROVIDER TERMS OF SERVICE CAREFULLY BEFORE SIGNING UP AS A 3RD PARTY PROVIDER. If you do not agree to any or all of these Terms of Service, DO NOT USE THIS SITE!

About Us
Organogram LTD (“Organogram”, “Company”, “we”, “us” or “our”) offers an online cloud automation platform (“ERP”) for enterprises and other organizations.
We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis. We do not endorse, have control or assume the liability or legality for the products or services that are paid for with our Service. We do not guarantee any user’s identity and cannot ensure that a buyer or seller will complete a transaction.

Agreement
This 3rd Party Terms of Service is an agreement between you (3rd Party) and Organogram. It details Organogram’s obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our Services.

Registration
To use Organogram, you have to create an Organogram account by registering. To register, you will provide us with certain information such as your email, first name, last name, business name and phone number and we may seek to verify your information, (by ourselves or through third parties), after which we will approve your account unless deemed risky. You give us permission to do all these.

Change of Information
In the event that you change any information provided to us at registration including your business name, address, financial institution, mode of payments or the products and services that you offer, or where a corporate restructuring occurs you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us

Representation and Warranties
You represent and warrant to Organogram that: you have full power and authority to enter into, execute, deliver and perform this Agreement; you are duly organized, authorized and in good standing under the laws of your operating country or any state, region or country of your organization and are duly authorized to do business in all other states, regions or countries in which your business operates.

Age Restriction
Our website and Services are not directed to children under 18. We do not knowingly transact or provide any Services to children under 18.

Account Security
You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, Organogram will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Organogram’s Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access Organogram’s Services and not sharing your device with other people).

Data Compliance and Security
You agree to comply with all data privacy and security requirements of your operating country and under any applicable law or regulation that may be in force, enacted or adopted regarding confidentiality, your access, use, storage and disclosure of user information. You also agree that in the event that you would develop software applications by leveraging our 3rd Party marketplace to be integrated with any Organogram product, you shall at all times comply with the Organogram 3rd Party Security Policies. It is your responsibility to comply with these standards.
We acknowledge that you own all your customers’ data. You hereby grant Organogram a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your customers’ data (as may be permitted by applicable law) for the following purposes:
providing and improving our services;
internal usage, including but not limited to, data analytics and metrics so long as individual customer data has been anonymized and aggregated with other customer data; complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and any other purpose for which consent has been provided by your customer.

Software License
We hereby grant you a revocable, non-exclusive, non-transferable license to use Organogram’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with Organogram’s services. If you do not comply with the documentation and any other requirements provided by Organogram, then you will be liable for all resulting damages suffered by you, Organogram and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

Trademark License
We hereby grant you a revocable, non-exclusive, non-transferable license to use Organogram’s trademarks used to identify our services (the “Trademarks”) solely in conjunction with the use of our Services. You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Organogram (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.

Intellectual Property
We do not grant any right or license to any Organogram intellectual property rights by implication, estoppel or otherwise other than those expressly mentioned in this Agreement. Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licenses specifically granted herein.

Publicity
You hereby grant Organogram permissions to use your name and logo in our marketing materials including, but not limited to use on our website, in customer listings, in interviews and in press releases. Such Publicity does not imply an endorsement for your products and services.

Confidential Information
The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know-how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Know Your Customer
You agree that you are solely responsible for verifying the identities of your members, ensuring that they are authorized to carry out the transactions on your platform and at physical locations, and determining their eligibility to purchase your products and services. You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide Organogram with these.

Our Fees & Pricing Schedule
You agree to pay us for the services we render as a solution provider for your services. The Fee will be calculated as demonstrated on the Pricing page on the website. The Fee on our Pricing page is integral to and forms part of this Agreement. In addition, please note that the Fee is inclusive of Value Added Tax (VAT) as well as all charges and/or costs that may be assessed by our bank partners or processors for processing a transaction on your behalf. Accordingly, you undertake to reimburse Organogram for such costs and/or charges incurred for each transaction processed on your behalf. We reserve the right to revise the Fee. In the event that we revise the Fee, we will notify you within 5 days of such change.

Security and Fraud Controls
Organogram is responsible for protecting the security of your data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. Although, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. We will however take all reasonable and commercially achievable measures to address any security breach as soon as we become aware. You agree to use other procedures and controls provided by us and other measures that are appropriate for your business to reduce the risk of fraud. In the event that you suspect any fraudulent activity by a customer, you agree to notify Organogram immediately and quit the delivery of the service. In addition, where we suspect that there have been frequent fraudulent transactions on your account, we reserve the right to cancel our service to you and/or your account.

Termination
You may terminate this Agreement by closing your Organogram Account.
We may suspend your Organogram Account and your access to Organogram services and any funds, or terminate this Agreement, if;
you do not comply with any of the provisions of this Agreement; we are required to do so by a Law;

Restricted Activities & Acceptable Use Policy
You are independently responsible for complying with all applicable laws related to your use of our website and services. However, by accessing or using Organogram, you agree to comply with the terms and conditions of our Acceptable Use Policy and are restricted from the activities specified in it which you can read on our Acceptable Use Policy page.

Privacy Policy
Organogram is committed to managing your Personal Information in line with global industry best practices. You can read our Privacy Policy to understand how we use your information and the steps we take to protect your information.

Limitation of Liability
IN NO EVENT WILL ANY OF THE ORGANOGRAM PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE TRANSACTION OR YOUR LATEST SUBSCRIPTION COST, WHICHEVER IS LESSER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH ORGANOGRAM’S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF ORGANOGRAM’S WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

Exclusions
Exclusions Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Organogram Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Organogram’s Party's liability shall be the minimum permitted under such applicable law.

Indemnity
You agree to defend, indemnify, and hold Organogram, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Agreement.

Updates, Modifications & Amendments
We may need to update, modify or amend our Merchant Terms of Service as our technology evolves. We reserve the right to make changes to this Merchant Terms of Service at any time by giving notice to users on this page. We advise that you check this page often, referring to the date of the last modification on the page. If you have any objection to any of the changes to this Merchant Terms of Service, you must cease using our website and/or services immediately.

Applicable Law
These Terms of Use shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.

Legal Disputes
We shall make an effort to settle all disputes amicably. Any dispute arising out of this Agreement which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you), where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration. Venue for the arbitration shall be Lagos, Nigeria.

Severability If any portion of these Terms of Use is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.

Miscellaneous
You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or sub-contracting any of your rights or obligations under these Terms of Use to any third party is prohibited. We reserve the right to transfer, assign or subcontract the benefit of the whole or part of any rights or obligations under these Terms of Use to any third party.