1. Introduction

AfyA Care is on a mission to make quality healthcare accessible and more equitable.  Throughout this Terms of Use, “AfyA Care”, “we”, “us” or “our” refers to AfyA Care Nigeria Limited. Further, for purposes of this Terms of Use, “Service” includes our afya.care website and any other mobile applications owned or to be owned by AfyA Care.

By accessing AfyA Care’s Service you acknowledge and agree to have read, understood and accepted these Terms of Use.

2. Privacy Policy:

The Terms of Use incorporates this Privacy Policy in full and, by agreeing to the Terms of Use, you agree to be bound by the terms of the Privacy Policy. 

3. Your Compliance with the Terms of Use 

By using our Service, you voluntarily accept and consent to the Terms of Use, and your consent and acceptance are supported by sufficient and valuable consideration. You acknowledge that this consideration includes, but is not limited to, access to our Service and your ability to interact with our Service. You expressly represent that you have the capacity to agree to be bound to the Terms of Use and given that if you are acting on behalf of a business entity or other organization, agree that you have the authority to so bind that entity or organization. 

4. Representations

By using our Service and/or registering an account, you expressly represent and warrant that you are 18 years old and therefore legally entitled to agree to the Terms of Use. If you are below 18 years old, your parent or legal guardian must consent to the use of our Service. You authorize AfyA Care as well as its agents and representatives, to obtain information from a third party in order to assess your suitability, or for any permissible purpose if necessary.

5. Representation of Data Collection

         You consent to and agree that even where we are unable to provide the services you require at the moment, we may nonetheless collect Data, as defined under our Privacy Policy, pursuant to your use of our website. If you voluntarily provide us with any information about yourself or a third party, you agree that we reserve the right to use that data for market analysis, advertising, or other commercial purposes. This is true even if we cannot offer you or a third-party Service at the time you provide us with this information. 

6. Use of Our Services

You may not copy, reproduce, sell, distribute, replicate, duplicate, relay, transmit, broadcast, or license our Service, related content, or generated data without our prior express written
consent. Your use of our Service is not transferable by you to any other person or entity. Your access and use of our Service may be interrupted by, without limitation, maintenance of our Service or inadvertently by a third party or parties. We reserve the sole right to suspend or discontinue the availability of our Service at any time in our sole discretion and without prior notice or consent. 

7. Prohibited Activities

You are responsible for anything you transmit to or through our Service or to us through email, text, social media websites or any similar service. You represent that your transmissions to us are and will be truthful, accurate, not misleading, offered in good faith and that you have authority to transmit such information. In using this Service, you agree that it is solely your responsibility to avoid certain activities that we deem, at our discretion, to be prohibited. These prohibited activities include without limitation: 

7.1     Criminal activity or tortious activity, including fraud or misrepresentation, harassment, infringement or misappropriation of a third party’s copyright, trademark, patent, trade secret, or other intellectual property, slander, libel, defamation, or use of content that is obscene, pornographic, vulgar or offensive, use of content that promotes discrimination, bigotry, racism, hatred, harassment, violence, or harm against any individual or group, and content that promotes illegal or harmful activities or substances; 

• Advertising to, or solicitation of, any user to buy or sell any products or services; 
• Attempting to impersonate, or impersonating another user or entity; 
• Using a false email address, phone number, postal address, or contact information. You are also prohibited from using an email address, phone number, address or contact information of another entity or person without authorization; 
• Attempting to access or search the Service or engaging in any automated use of the Service, such as using scripts, spiders, crawlers, data mining tools, or the like to collect data, send comments or messages, post on forums, and/or request information; 
• Attempting to probe, scan, or test the vulnerability of any of our Service system or network, or breach any security or authentication measures; 
• Interfering with, disrupting, or creating an undue burden on our Service or the underlying infrastructure; 
• Accessing or tampering with non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; 
• Avoiding, bypassing, removing, deactivating, impairing, descrambling otherwise circumventing any technological measure implemented by us or any of our providers or any other authorized third party to protect the Service; 

7.10   Using meta tags or other hidden text or metadata, utilizing our trademark, logo, URL, or product name without our express written consent; 

• Using information or scraping information from our Service for any purpose whatsoever; 
• Using the Service for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Terms of Use. 

8. Monitoring of Services 

We reserve the right but have no obligation to monitor our Service for your or third-party violations of the Terms of Use, take appropriate legal action against anyone who violates the Terms of Use, refuse or restrict access to or availability of any user`s interaction with the Service, remove the Service, or otherwise disable all files and content at our discretion, and otherwise manage the Service in order to protect the rights and property of AfyA Care and its Customers. 

9. Termination of Your Account or Use of Our Service

We may restrict, suspend, or terminate your use of or access to our Service in the event that you violate the Terms of Use and, at our sole discretion, as permitted by law. We may change the Service or content, or otherwise restrict access to all or parts of our Service without providing notice at our discretion, as permitted by law.

10. Disclaimers and Limitations on Liability  

We make no warranty of any kind whatsoever – express or implied – with respect to the content of our Service. We provide all content of our Service on an “as is” and an “as available” basis without any warranty of any kind. We hereby disclaim any, and all implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose. You expressly agree that your use of our Service is at your sole risk. You acknowledge that we shall be providing the Services based solely on information provided by you, therefore it is solely your independent duty and responsibility to ensure, verify and evaluate the accuracy, correctness, reliability, and completeness of those information. We make no warranty or guarantee that any content available for downloading is free from infection from any computer programming or other glitches which may contaminate, damage, interfere with, destroy, intercept, or expropriate any system, data, or personal information. We do not make any representations, warranties, or guarantees – express or implied – regarding quotes or offers provided on or through our Service.

We believe the content provided through our Service to be accurate, complete, and current. However, inadvertent technical or factual inaccuracies may arise as a result of the information provided. Therefore, we do not warrant that its content is accurate, complete, and current.

We further make no representations, guarantees, or warranties that our Service is appropriate or available for use in jurisdictions outside of the Federal Republic of Nigeria. If you access or otherwise use our Service from our declared jurisdictions, you do so of your own volition and risk, and are solely responsible for compliance with local and international law. 

We will not be held liable to anyone for any liability arising out of, or in any way relating to, any damages, loss, or claim whatsoever, no matter how occasioned, in connection with or arising out of access to or use of the contents of its Services. In no event shall we be liable for any special, indirect, exemplary, or consequential damages or any damages whatsoever, including, but not limited to, loss of use, data, or profits, without regard to the form of any action, including, but not limited to, contract or negligence or other tortious actions, arising out of or in connection with the use, reproduction, or display of the content. 

11. Indemnification 

By using our Service, you agree to indemnify, defend, and hold us harmless against any claim, cost, fine, damages, including attorneys’ fees, arising from, or related to your use of our Service. 

12. Intellectual Property Rights
    • Our names, graphics, and logos used in connection with our Service, service marks, icons, page headers, page layouts, scripts, and unique terminology are our trademarks and trade dress (collectively, “Proprietary Marks”) in the Federal Republic of Nigeria. You may not use our Proprietary Marks without our express and written permission. We make no proprietary claim to any third-party names, trademarks, or service marks appearing on our Service as the rights related to these names, trademarks, or service marks belong to their respective owners; 

• • Any information, data, or other content, which may be contained in or downloaded from our Service (collectively referred to as “Content”), including, but not limited to, all text, graphics, charts, images, videos, icons, and renditions, are copyrighted by, or otherwise licensed to us or our Content suppliers. We also own copyrights to a collective work in the selection, coordination, arrangement, organization, navigation, presentation, display, and selective alteration of the Content (referred to as “Collective Work”). Any access you may have, including but not limited to, viewing, reading, printing, downloading or otherwise using the Content or Collective Work does not waive any of our rights and does not entitle you or any third party to any ownership or intellectual property rights. 
  • You are solely liable for any damages arising from your infringement of our or any third-party intellectual property rights with respect to the Proprietary Marks, Content, Collective Work, or third-party names, trademarks, or service marks. You are solely responsible for any harm incurred to us or our affiliates as a direct or indirect result of your copying, distributing, redistributing, publishing, or using the same for purposes that are expressly or impliedly in violation of this Terms of Use. 

• No Third-Party Binding Effect 

The Terms of Use are between you and us, and no provision within the Terms of Use confers any implied or express right to any third party. Although there may be links to third-party sites or third-party services, the linked sites are not controlled by us and we are not responsible for the contents on the linked sites. We are only providing these links for convenience, and the inclusion of any link does not imply association with its operators. The Terms of Use do not provide you with any authority to bind us in any way. 

• Assignment 

You may not transfer, assign, or license your rights under the Terms of Use without our prior express and written consent. 

• Dispute Resolution 

The Parties shall in good faith, use their reasonable best efforts to resolve any dispute that may arise in relation to this Agreement through dialogues and negotiations within twenty (20) days of such dispute’s occurrence. 

• Where the Parties cannot jointly resolve the dispute wholly or partly, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18 Laws of the Federation of Nigeria, 2004. The arbitral tribunal shall be composed of one (1) arbitrator who shall be jointly appointed by the Parties. Where the Parties are unable to agree on a choice of arbitrator, the nomination shall be made by the Chairman for the time being of the Nigerian branch of the Chartered Institute of Arbitrators, United Kingdom. 
• The seat or legal place of arbitration shall be Lagos, while the language to be used in the arbitral proceedings shall be English. 
• All reasonable costs and expenses attributable to the arbitration (including the fees of the arbitrator) shall be allocated equally between the Parties unless the arbitrator shall determine it is appropriate under the circumstances to allocate such costs and expenses in a different manner. 

• Written Modification 

The Terms of Use shall only be modified in writing. The individual employees of AfyA Care, AfyA Care’s affiliate companies, and third parties are not authorized to modify the Terms of Use except by the mechanism stated herein. Any employee offering to modify the Terms of Use is not acting as an agent of AfyA Care or with proper authority to bind us. You agree not to rely on any statement, written or oral, by any employee or agent of AfyA Care or any third party with respect to modification or interpretation of the Terms of Use. 

• Notices  
  • In using our Service, you may choose to communicate with us by providing us with feedback, comments, questions, or proposals. In doing so, you agree to allow us to use this information in any way consistent with the Terms of Use and our Privacy Policy.  

• • In the event AfyA Care may choose or become obligated to provide you with notices under or related to the Terms of Use, you consent to receive such notices or related communications by AfyA Care posting them on its Website, by sending them to you via an email address you provided, or by sending them to a postal address you provided, at our discretion. You further agree that any such communication as described herein satisfies any legal requirement that the communication must be provided in writing. 

• • If you have any questions about the Terms of Use or wish to notify us in relation to your use of our Service, you may contact us by email at invest@afya.care.

• Severability 

Except as otherwise provided herein, in the event that any provision contained within the Terms of Use is deemed to be unenforceable, invalid, or ambiguous, such provision shall be limited or discarded to the minimum extent necessary so that the remaining provisions of the Terms of Use remain in full force and enforceable. 

• Non-Waiver 

Neither party shall be deemed to have waived, in whole or in part, any of its rights granted herein by its failure to exercise, in whole or in part, any right herein. 

• Notification of Changes 

At its discretion, AfyA Care may amend the Terms of Use from time to time. We will post any such material changes to our Service along with a notice indicating that the Terms of Use have changed at least thirty (30) days prior to the effective date of these changes, when practicable.

• Force Majeure 

         Neither party shall be responsible for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government restriction, labor disturbances, unavailability of anticipated or usual means of supplies, wrecks, epidemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond any party’s reasonable control. 

• Entire Agreement 

You agree to be bound by the terms and conditions contained within the Terms of Use, as well as our Privacy Policy. Collectively, these form a legally binding agreement between us and you. 

The Terms of Use and only the Privacy Policy expressly incorporated by reference herein constitute the entire agreement of the parties and supersede any prior or contemporaneous agreements, understandings, warranties, or understandings, whether written or oral, whether express or implied, with connection to our Service. 

• Governing Law and Jurisdiction 

You agree that the Terms of Use are governed and interpreted in accordance with the laws of the Federal Republic of Nigeria. in order to resolve any dispute arising from your use of the Service, including but not limited to the enforcement of any arbitration award. You further agree to waive any objection to such jurisdiction or venue.