Terms of Service

1. Introduction

UNICE and the related websites are owned and operated by UNICE Limited and its affiliates (collectively, "we", "us", "our" or the "Company").

These Terms of Service (these "Terms") set forth the terms and conditions by which you may access UNICE Limited and any related services, whether in whole or in part, provided by us (collectively, the "Services"), and form a legally binding agreement between you and us.

If you download, install and use UNICE Limited and related services provided by us (collectively the "Services"), whether in whole or in part), you are deemed to (a) hereby represent and warrant that you are lawfully able to be bound by; and (b) agree to be bound by and accept these Terms and other related documents that are expressly incorporated into these Terms by reference. If you are using our Services on behalf of a company, association, partnership, organization, or other entity whether in part or in whole, then you agree, represent, warrant, and undertake that (a) "you" and "your" includes you and the company, association, partnership, organization or other entity that you represent; (b) you are duly authorized by and will remain authorized by, such company, association, partnership, organization or other entity to agree on its behalf and bind such company, association, partnership, organization or other entity to these Terms; and (c) the company, association, partnership, organization or other entity is legally responsible for your use of the Services as well as for the use of your Account by any other individual authorized by such company, association, partnership, organization or other entity including without any officers, directors, employees, agents, and advisors of such company, association, partnership, organization or other entity.

You must carefully read and fully understand these Terms, including any terms that may exempt or restrict the Company's liabilities and/or responsibilities and any terms that may restrict and/or waive your rights, as they apply to your use of the Service. In particular, these Terms contain a dispute resolution and arbitration provision that disputes you may have with the Company. Your use of the Services is conditional on your acceptance of these Terms. If you do not agree with or accept these Terms, you shall not download, install or use UNICE Limited or any of the other Services.

In order to provide better services or for legal, regulatory or security reasons, we reserve the right to amend, replace and/or otherwise update these Terms from time to time. We will use commercially reasonable endeavors to notify or announce any material changes to these Terms. The updated Terms shall become effective and replace the original Terms on the same day of publish, unless otherwise indicated in the Terms upon publish. You shall review these Terms regularly to check for such changes or agree to our updated Terms via clicking in-app notices, push messages or emails. If you do not agree with or accept the updated Terms, you should choose not to use UNICE Limited or any of the related Services. You will be deemed to have read, understood and accepted the updated Terms if you continue to use UNICE Limited or any of the related Services.

2. Registration and Use

2.1 Your Eligibility

Anyone under the age of 13 or other minimum age as defined under applicable laws of your jurisdiction ("Minimum Age") shall not use the Services.
If you have reached the Minimum Age but are under the age of majority as defined under applicable laws of your Jurisdiction ("Majority Age") you may only use and register for a UNICE Limited account ("Account") through the representation of your parent or legal guardian, and your parent or legal guardian hereby represents you and accepts these Terms.
Where parental consent or authorization is required under such applicable laws and regulations, you have the obligation to provide us with evidence of such consent or authorization, including as required under applicable laws and regulations, the consent or authorization of the holder of parental responsibility for the minor. We may refuse to process or continue to process the minor's personal information, or provide or continue to provide the Services to the minor until we receive this evidence of consent or authorization.
If you are a minor in your country or region, your use of the Services may be subject to further age restrictions, whether imposed by us or any third party vendor in connection with the provision of certain Services. You may be unable to use or only have limited access to those Services, such as participating in rewards programs, top-up, without the assistance of your parent(s) or legal guardian(s).
If you learn that a child under the Minimum Age has registered for a UNICE Limited Account or an Account of a child under the Majority Age not registered under proper representation or guardianship, you may alert us at chidumagaogbuji@gmail.com. We will promptly verify, take steps to remove such child's Account Information from UNICE Limited and terminate the child's Account.

2.2 License

Subject to your compliance with these Terms, we hereby grant you a non-exclusive, non-sublicensable, non-transferable, personal, limited license to install and use UNICE Limited only on your personal smartphone, tablet, computer or other mobile or wireless device (which must be designated by us as being compatible for use with UNICE Limited). Company reserves all rights not expressly granted to you herein. You acknowledge and agree that we may terminate this license at any time, for any reason, with or without cause.

2.3 Access to UNICE Limited

The Services are offered and provided to you on an "as is" and "as available" basis at your sole risk. Our goal is to minimize disruption caused by technical errors; however, we cannot guarantee the continuous, uninterrupted or error-free operability of UNICE Limited at all times. There may be times when certain functionality or features of UNICE Limited or content made available through UNICE Limited, or the entire UNICE Limited, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, at our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of UNICE Limited, or any feature, port or content of UNICE Limited. We are not responsible if you cannot access the Services properly or at all because of any event out of our control, for example (without limitation) the performance of any software or operating system running on your device or any connected software, hardware, network or service.

2.4 Account Registration

In order to access UNICE Limited, you are required to sign up for an Account and become a user of the Services ("User"). You can log into UNICE Limited using the user name and the password you create.
You shall provide us with the information and complete all the registration procedures according to the instructions on the registration page. By creating an Account:
- you undertake to and shall provide true, accurate, up to date, and complete information as we may from time to time request, and shall not provide us with any false or misleading information;
- you authorize us to assume that any person using UNICE Limited with your user name and password is either you or a person authorized to act for you;
- you must not impersonate or attempt to impersonate another person; and
- you must safeguard the user name and password of your Account and keep them secret and confidential.

2.5 Account Safety and Management

You undertake to, and shall, comply with all applicable laws and regulations when you use UNICE Limited and any of the related Services.
If you authorize any person to act for you in relation to the use of UNICE Limited, you will ensure that they comply with these Terms at all times. You are responsible for ensuring that your Account is secure, you are advised to take care of your Account and ensure to log out appropriately. You must secure the user name and password associated with your Account and regularly change it.
Your Account can only be used by yourself and you may not lend, give away or rent the Account or transfer, sell or share the Account in breach of these Terms. You shall notify us immediately when you become aware that your Account is used without authorization. You can request us to suspend the login and use of your Account. You shall provide valid personal identity information that is consistent with the registered identity information of the Account upon our request. Otherwise, we reserve the right to refuse your request. We will take measures promptly to suspend the login and use of your Account if the valid personal identity information you provide is verified to be consistent with the registered identity information of the Account. Otherwise, the unauthorized use will be treated as an act of you and you shall be solely liable for all loss, damages and consequences arising therefrom, including but not limited to online signatures of various agreements, release of information, purchase of commodities and services as well as disclosure of information under these Terms. If the use of your Account is deemed to threaten the safety of your Account, the Accounts and/or information of other Users and/or the security or system integrity of UNICE Limited, we have the right to suspend and/or terminate your Account and take other measures that we believe necessary, at our own discretion, in accordance with these Terms.

3. User Content

You are solely responsible for your conduct in connection with the Services. You agree not to use the Services to:

Upload, post, email or otherwise transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
Post, transmit, distribute, or store any content which is illegal, libelous, defamatory, offensive, deceptive, fraudulent, explicitly sexual, obscene, or harmful;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
Upload, post, email or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party, including by incorporating the property of others into your User Content without proper attribution;
Upload, post, email or otherwise transmit any advertisements, solicitations, chain letters, pyramid schemes or other unsolicited commercial communication;
Upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by any applicable government authority as a foreign terrorist organization;
"Stalk" or otherwise harass another; or
Collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

Subject to these Terms, you may use UNICE Limited to upload, post, transmit and share the content, information, text, photos or other materials (collectively, the "User Content") with other users of UNICE Limited. You are solely responsible for your User Content. You understand and agree that we are not responsible for the content provided by other users or third parties and such content may be found objectionable by you. You should be careful in sharing your User Content, whether in a view or a communication via UNICE Limited, because you realize that:

You are responsible for ensuring that you have all the necessary legal rights to upload, post, transmit and share the User Content with other users through the Service, and you agree not to upload, post, transmit or share User Content on the Service that you did not create or that you do not have permission or license to use;
Other users may view, copy, save, store, download, share, distribute or send to others your User Content, and you thus should keep in mind that the User Content that you post to the Service may become publicly available or be shared by you or others;
We are not responsible for any loss of User Content -please make sure you back up your content otherwise it may not be retrievable if your Account is terminated or suspended.

By posting any User Content on the Service, you expressly grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, edit, modify, aggregate, reproduce, distribute, prepare derivative works of, display, and perform the User Content. This license shall continue and survive termination of these Terms and your use of the Service. You acknowledge that all information, data, text, software, graphics, messages, tags, content, or other materials ("Content"), whether publicly posted or privately transmitted, via UNICE Limited, are the sole responsibility of the person from whom the content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, transmit or otherwise make available through UNICE Limited and for the consequences of such activities.

You agree that we may access, preserve, and disclose your Account information and Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with the law or legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of the Company, its Users, or the public.

4. Use Restrictions

You shall not, and shall not allow or assist others to:

Use UNICE Limited in violation of any applicable laws;
Modify, decompile, disassemble, reverse engineer or otherwise extract or attempt to extract the source code of UNICE Limited or any content on UNICE Limited;
Make any copies of, translate, update or prepare derivative works of UNICE Limited or documentation thereto, or disclose, sell, resell, transfer, assign, sublicense, distribute, rent any right to use UNICE Limited or service;
Disrupt, overburden, or aid or assist in the disruption or overburdening of any servers, routers, switches, or other computer equipment used by UNICE Limited;
Circumvent, bypass, remove, deactivate, descramble or otherwise attempt to circumvent any technological protection measures for UNICE Limited or software programs or Content;
Gain unauthorized access to any portion or feature of UNICE Limited, or any systems or networks connected to UNICE Limited by hacking, password "mining" or other illegitimate means;
Violate or infringe any copyright, trademark, patent, publicity, privacy, or other right of a third party, or to falsely claim ownership of User Content without the creator's or other rights holder's express written authorization;
Harass, intimidate, threaten, defame, or attempt to disrupt, dominate, or manipulate conversations in ways that inhibit others' use of UNICE Limited;
Post or upload any User Content that is harmful, abusive, racist, vulgar, sexually explicit, defamatory, infringing, invasive of privacy or publicity rights, harassing, humiliating to other people, threatening, or otherwise objectionable;
Post, arrange or otherwise offer any business, commercial, investment or financial activities or opportunities;
Falsely state or otherwise misrepresent your identity, including but not limited to the use of a pseudonym or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
Collect or store personal data about other users or entities in connection with the prohibited activities described in this section; or
Use automated scripts to collect information or otherwise interact with UNICE Limited, including but not limited to screen-scraping, programmatic downloading of Content, or use of a robot, spider, or other automated technology to upload, download, post, mine, monitor, copy, manipulate, examine, index, or extract data or content from UNICE Limited or to manipulate the functioning of UNICE Limited.

If we detect any actual or suspected unlawful activities, including, but not limited to, posting inflammatory or fake content, engaging in any fraudulent or harmful acts, or violating any laws, regulations, or these Terms of Service, we reserve the right to suspend or terminate your Account. You understand that we cannot be held liable for any acts or omissions of our Users. If you suspect any User has engaged in any illegal or harmful acts, you can report such acts to us at the contact information provided below.

5. Fees and Payment

We may make certain Services or features of the Services available to you at no charge and may offer other Services for a fee. We may change our fee structure at any time. We will provide you with advance notice of pricing changes via notice in UNICE Limited or on our website, or via email, unless the change is a reduction in fees or charges, or if the change is due to the application or change in governmental taxes, fees, or assessments.

The payments for the paid services are enabled by a third-party platform provider (e.g. Google, Apple, etc., collectively "Platform Provider"). The paid services may also include purchases available for you to purchase within UNICE Limited such as in-app purchases ("In-App Purchase") in connection with virtual goods or funds. You may only purchase such In-App Purchases through the means authorized by the respective Platform Provider. The Platform Provider may collect and process your payment based on our instructions. Any financial terms and conditions, such as payment terms, are between you and the Platform Provider directly. We do not control and are not responsible or liable for the actions of the Platform Provider. By making a payment, you also agree to the payment terms of the Platform Provider as applicable. We may modify the content, virtual goods, funds, services or features of UNICE Limited at any time, including, without limitation, the right to convert a particular item into a different item of equal value. We reserve the right to refuse any order or purchase you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. We also reserve the right to stop any in-app purchase at our full discretion. We do not offer refunds for any Services, goods or any other virtual goods purchased on or through the Services except as expressly permitted by us in our policies, or otherwise required by applicable law.

6. Intellectual Property

The trademarks, logos, and service marks displayed on UNICE Limited, including the name "UNICE" and any other trademarks, logos, and service marks used by us in connection with UNICE Limited or the Service ("Our Trademarks"), are registered and unregistered trademarks or service marks of ours or third parties. Without our prior written permission, and except as set forth below, you are prohibited from using Our Trademarks.

The Service and all of the content that is provided by or through the Service, including (without limitation) any content, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, interactive features, and any other content ("Service Content") and the trademarks, service marks and logos contained therein, are owned by or licensed to the Company. You have no rights to the Service Content. No right, title, or interest in or to the Service, Service Content, or any content contained on UNICE Limited (except for User Content that you submit to UNICE Limited, which may be governed by a separate agreement with us) is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Service Content (except for User Content) other than as specifically authorized, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted in these Terms of Service. Such unauthorized use may also violate applicable laws, including (without limitation) copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated, nothing in these Terms shall be construed as conferring any license to intellectual property rights, such as, but not limited to software source code, or patents, whether by estoppel, implication, or otherwise.

7. Liability Limitation

In no event shall the Company, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from (a) personal injury or property damage; (b) your use of the Services, including but not limited to any errors or omissions in any content; (c) any unauthorized access to or use of our Services or content; (d) any interruption or cessation of Services; (e) any bugs, viruses, Trojan horses, or similar issues that may be transmitted to or through the Services by any third party; and/or (f) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of using any Content posted, emailed, transmitted, or otherwise made available through UNICE Limited. To the maximum extent permitted by applicable law, the Company is not responsible for the conduct, whether online or offline, of any user of the Services. The Company expressly disclaims all liability for any act or omission of you or any other User or third party. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

To the fullest extent permitted by applicable law, the Company provides the Services "as is" and "as available" with all faults, and you use the Services at your own risk. The Company disclaims all express, implied and statutory warranties, including (but not limited to) any warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. The Company does not warrant that the Services will meet your requirements, will be uninterrupted, secure or error-free, that defects will be corrected, or that the Services are free of viruses or bugs, or represents or warrants that the Services or any content available through the Services is accurate, complete, reliable, current or error-free.

Furthermore, while the Company attempts to make your access and use of the Services safe, the Company cannot and does not represent or warrant that the Services or its servers are free of viruses or other harmful components; therefore, you should use industry-recognized software to detect and disinfect viruses from any download.

To the maximum extent permitted by applicable laws, any liability of the Company, its partners, managers, directors, officers, employees, service providers, affiliated companies or agents arising under these Terms of Service or your use of UNICE Limited, whether under contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, these Terms, if any, shall be limited to the total amount of payments made by you to us in the past 16 months.

8. Your Personal Information

We collect and process personal data of users of UNICE Limited. All personal data is handled in accordance with our Privacy Policy, which is expressly incorporated into these Terms by reference.

9. Sensor Technology

You acknowledge and agree that we are not responsible for the Touch ID, fingerprint authentication or similar sensor or biometric technology (where available) on the device you access and/or use UNICE Limited with and we expressly exclude any statutory or other warranty, condition, term or undertaking as to the quality, accuracy or performance of such Touch ID, fingerprint authentication or similar sensor or biometric technology as a means for securing access to and using UNICE Limited and/or the Services.

10. Third Party Providers

10.1

You acknowledge that certain parts of UNICE Limited and certain content and services made available through UNICE Limited (other than the User Content) are provided or maintained by third parties and not by us, including payment services. By using the Service, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of any such third party content or services.

10.2

Prior to access or use of any payment services, you may be required to update UNICE Limited to the latest version or enable or activate any password or authentication measures or provide password or authentication credentials for such measures. You shall keep your password or authentication credentials secure and confidential at all times.

10.3

We do not guarantee the quality, reliability or suitability of the content or services provided by any third parties, made available, advertised or linked through UNICE Limited, and we will bear no responsibility for your access to, use of interaction or relationship with the content or services provided by any third parties. You agree that you access, view and interact with such services and content at your own risk. If you access third party services through UNICE Limited, you must comply with any terms and conditions applicable to those services.

10.4

You agree that, we will not be liable or responsible for any loss or damage of any sort incurred as the result of any correspondence or dealing solely between you and any third party.

10.5

We may review content or third party services made available through UNICE Limited to determine whether or not they comply with any of our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party services if they infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of the Services.

10.6

Subject to our Privacy Policy, we may explore developer tools provided by third parties from time to time to enable or facilitate features, functions or business for UNICE Limited platform in accordance with these Terms of Service.

11. External Links

11.1

To the extent where UNICE Limited contains any link to other websites or resources, the following provisions apply:

Although these websites or resources are selected with care we are not responsible for the content or accuracy of any off-site pages or any other sites or resources linked to UNICE Limited (including those sites or resources linked through advertisements or through any search engines).
We are also not responsible for the processing of your personal data by these websites or resources. You may need to refer to their privacy policies with regard to such processing.
The fact that we include links to such external websites and resources does not imply any endorsement of, or association with such operators, content or opinions. Your use of websites or resources linked from UNICE Limited is subject to any terms and conditions applicable to those websites or resources.

12. Applicable Laws and Jurisdiction

12.1

To the fullest extent permitted by applicable laws and regulations, the validity, interpretation, modification, supplement, termination, execution of these Terms and any dispute or claim resulting from or in connection with these Terms will be governed by and construed in accordance with the laws of Singapore, provided that nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court in any other jurisdiction.

12.2

Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with these Terms, including their existence, validity, interpretation, performance, breach or termination shall be firstly settled through friendly and amicable negotiation between you and the Company, If the negotiation fails, it will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") under the SIAC rules then in force when the Notice of Arbitration is submitted. The seat of the arbitration will be Singapore. There will be one arbitrator only. The arbitration proceedings will be conducted in English.

13. Miscellaneous

13.1

These Terms are the entire agreement between you and us in relation to your use of the Services and supersede all prior agreements between us in relation to your use of the Services.

13.2

The failure of either you or us to exercise or enforce any right or remedy of these Terms will not constitute a waiver of such right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver of any provision of these Terms will be effective only if in writing and signed by the relevant party.

13.3

Upon termination or expiration of these Terms, any provision which, by its nature or express terms should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will survive such termination or expiration.

13.4

If any provision of these Terms is held by a court to be invalid, illegal or unenforceable and can be deleted without altering the essence of these Terms, it shall be deemed deleted without affecting the validity and enforceability of the remaining provisions of these Terms. If the invalid, illegal or unenforceable provision cannot be deleted without altering the essence of these Terms, we may amend these Terms to remedy such invalidity, illegality or enforceability to the extent needed to achieve the intent of the original provision.

13.5

We welcome feedback, comments and suggestions for improvements to the Service ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

13.6

Each party shall pay its own costs incurred in connection with the performance of any of its obligations under these Terms, save to the extent that is expressly provided otherwise in these Terms.

13.7

No provision in these Terms is intended to or creates a partnership between the parties or establishes a party as the agent of another party for any purpose. A party has no authority to act for, bind, contract in the name of or create a liability for the other party by any means or for any purpose.

13.8

Each party shall, and shall use all reasonable endeavors to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms.

13.9

Notwithstanding any other provision in these Terms:

you shall not without our prior written consent, assign, transfer, part with, outsource, subcontract or delegate any of your rights, responsibilities and/or obligations under these Terms (in whole or in part); and
we may assign, transfer, part with or subcontract any of our rights, responsibilities and/or obligations under these Terms (in whole or in part) to any other member of the Company without your prior consent.

13.10

A person who is not a party to these Terms has no right to enforce any terms of these Terms.

14. Contact Information

If you have any complaints, suggestions or other questions on these Terms, please contact us via in-app access for feedback or complaints or through email at chidumagaogbuji@gmail.com. We will review the issues involved as soon as possible and reply to you in a timely manner after verifying your identity.