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Please read these terms and conditions carefully before using Our Service.

The following terms of service (these “Terms” or "Terms of Service"), govern your access to and use of the BIIA Mobile Application, including any content, functionality and services offered on or through the BIIA Mobile Application (the "App"). The App is owned and operated by XV BIIA Limited, No 2 Ofori Tibo Road, East Legon, Accra-Ghana ("BIIA" "we" or "us"). Every user is referred to as “you” or the “user” in these terms and conditions.

These Terms of Service governing your use of the App constitute a legally binding agreement between You and BIIA.

By using the App, registering your details, opening an account, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms and BIIA Payment Terms, (“Payment Terms”), which is incorporated herein by reference. You further acknowledge, you have read and understood our Privacy Policy, found here[WA2] . If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the App. For more detailed policies surrounding the activity and usage on the App, please access the designated articles herein.

The definitions set out in Section 30.1 apply to the capitalised terms used throughout these Terms of Service, unless context otherwise requires.

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1. Creative Services Marketplace App Connecting Buyers & Sellers

BIIA connects local creative industry freelancers (Sellers) in the gig-economy to customers in Ghana and beyond seeking to purchase their creative service offerings on-demand directly through the App, complete with an engaging user experience that enables social interaction and content sharing:

On the App, Users can find, interact, and buy personalised gigs from local creative talents in Ghana and within the African Continent in a fun, fast and secure way. At BIIA we’re building Africa’s leading destination to discover, connect and hire on-demand creative services in the gig-economy of the future such as:

a) People-Photographers, Videographers, Musicians, Beauticians, Artisans etc.

b) Places-Photography and Audio recording studios, Movi sets, musuc video venues etc. and

c) Equipment-Cameras, Video Recorders and Reproducers, Microphones, Mixing Consoles etc

If you agree on the terms of a Service with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.

Sellers are independent business owners. Sellers are independent contractors and not employees, partners, representatives, agents, joint ventures, or franchisees of BIIA. BIIA does not perform Services and does not employ individuals to perform Services. By connecting people seeking services with service providers, BIIA operates as an online marketplace that connects Buyers with Sellers (People, Places and Equipment) who wish to perform a variety of Creative Services.

Buyers hereby acknowledge that BIIA does not supervise, scope, direct, control or monitor a Seller’s work and expressly disclaims any responsibility and liability for the work performed and the Services in any manner, including but not limited to a warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, statute, ordinance, regulation, or code.

The BIIA App enables connections between Users for the fulfilment of Creative Services. BIIA is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services, Sellers, or Buyers, nor of the integrity, responsibility, competence, qualifications, or any of the actions, inactions or omissions whatsoever of any User, or of any ratings or reviews provided by Users with respect to each other.

BIIA makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Services requested or services provided by, or the communications of or between, Users identified through the BIIA App, whether in public or private, via on- or off-line interactions, or otherwise howsoever.

BIIA provides its Users with a business-to-business technology platform. We expressly do not provide any services as a recruitment or temporary work agency. BIIA shall not moderate or intervene in the relationship between the Buyer and the Seller except where expressly provided for in these Terms and shall not conduct any checks on a Buyer's suitability for any Services. You agree that BIIA is not a party to any contract between the Buyer and the Seller.

We are not responsible for other websites Registered Users link to the BIIA App, such as in their own profiles or as part of service order communications (e.g. in-app messages and/or email), that may contain links to third party social media sites and/or independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

2. User Representations and Warranties

Sellers may be subject to a review process before they can register for and during their use of the BIIA App, which may include but is not limited to identity verification using third party services as appropriate. Although identity verification checks may be performed, BIIA cannot confirm that any User is who they claim to be, and BIIA cannot and does not assume any responsibility for the accuracy or reliability of a User’s information.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. BIIA will not be liable for any false or misleading statements made by Users of the BIIA App.

Your use of the App, its content and any Services obtained through the App is at your own risk. The App, its content and any Services obtained through the App are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Neither BIIA nor any person associated with BIIA makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the App. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

2.1. All Users represent and warrant that:

1. They meet all of the foregoing eligibility requirements. The App is offered and available to Users who are at least 18 years of age and of legal age to form a binding contract in the jurisdiction in which they reside. If you are under 18 and at least 13 years of age, you are only permitted to use the App through an account owned by a parent or legal guardian with their due permission (where the jurisdiction in which you reside allows). If you are under 13 you are not permitted to use the App;

 

1. They have the right, authority and capacity to enter into these Terms of Service and Service Agreement and to abide by the terms and conditions of these Terms of Service and the Service Agreements;

 

1. They have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy;

 

1. Services shall only be performed in a country where the BIIA App has a presence;

 

1. They will respect the privacy and data protection rights of Users in connection with the BIIA App;

 

1. They will fulfil the commitments they make to other Users, communicate clearly and promptly through the in-App messages and contact correspondence, be present and/or available at the time they agree upon with their Seller or Buyer as the case may be, and only utilise the PSP to make or receive payment for services provided through the BIIA App;

 

1. They will act professionally and responsibly in their interactions with other Users;

 

1. When registering as a Buyer or Seller, they will use their real name or business name and provide a username for their public profile on the App. To protect our Users' privacy, Users may choose to keep their identities anonymous by choosing their public profile username of choice that may be different from their real name;

 

1. In registering for an Account, they agree to provide us with accurate, complete and updated information and must not create an Account for fraudulent or misleading purposes. They are solely responsible for any activity on their Account and for maintaining the confidentiality and security of their password. We are not liable for any acts or omissions by you in connection with your Account;

 

1. When using or accessing the BIIA App, they will act in accordance with all applicable laws or custom and in good faith.

 

1. When creating an Account on behalf of a company or any other rganization, they represent and warrant that they have authority to act on behalf of that entity and to bind that entity under these Terms of Service;

 

 

1. They will comply with BIIA’s Ethical and Moral Standards, which are a set of behaviour, rules and guidelines, applicable to the BIIA community and marketplace in addition to these Terms, as updated from time to time.

2.2. Sellers additionally represent and warrant that:

1. When using the BIIA App, they are operating as a sole trader, sole proprietor, partnership, limited liability company, limited liability partnership, or other business entity;

 

1. They are responsible for identifying and obtaining any required licences, permits, or registrations before offering Services;

 

1. They have any and all insurance required to operate their business and provide their Services;

 

1. They will honour their commitments to other Users on the App, including by responding to Services order requests promptly; performing the Service(s) as agreed upon with their Buyer; and providing timely, high-quality services to their Buyers;

 

1. They shall exclusively determine whether they have the skills and experience required for each Service they offer and perform through the BIIA App. They will only offer and provide Services for which they have the necessary skills and expertise and provide those Services safely and in accordance with all applicable laws.

Certain Creative Services might require Buyers and Sellers to meet in person in order for the Seller to perform the Service. In such cases, Users should note that BIIA does not guarantee the behaviour, conduct, safety, suitability or ability of either Buyers or Sellers. Both Buyers and Sellers agree that the entire risk arising out of their meeting and/or their use or performance of services remains solely with them, and BIIA has no responsibility or liability related to any services provided by the Sellers. In the event that the service is performed on the Buyers’ premises, Buyers are encouraged to maintain proper insurance policies to cover their liability as the premise owner.

3. Contract between Buyers and Sellers

You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Service. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the BIIA App, and any other contractual terms accepted by both the Seller and their Buyer to the extent such terms do not conflict with the terms in these Terms, including this Section 3, and do not expand BIIA’s obligations or restrict BIIA’s rights under these Terms of Service. BIIA is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between BIIA and the Seller, nor will it create an employment relationship between the Buyer and the Seller. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of BIIA.

The Buyer shall pay the Seller(s) in full for all Services via the PSP as indicated on the BIIA App, at the amount agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and these Terms of Service during the engagement, performance and completion of a Service.

4. Purchasing and transactions

4.1. Basics

The following sets out the Process for the conclusion of an Order on the App:

1. Seller creates posts on the App to allow Buyers to purchase their Creative Services. Sellers are allowed to initially post up to three active Creative Services. This may be increased by BIIA subject to Seller’s good standing and successful transaction history;

 

1. Creative Services on the App may be offered at a base List Price as determined by Seller;

 

1. The standards and obligations on Buyers and Sellers as set out in these Terms of Service apply to the Service Agreement in addition to any terms that are agreed between the Buyer and Seller pursuant to the terms of the Service Agreement. Any attempts to vary or exclude these Terms of Services, as they are applicable to a Service Agreement, shall be invalid;

 

1. The Seller shall provide the Services to the Buyer in accordance with the terms of the Order and the Service Agreement;

 

1. The Seller shall meet any performance dates for the Services specified in the Service Agreement;

 

1. When purchasing a Creative Service, Sellers/Buyers may be given an option to sell/acquire all Intellectual Property Rights in the Deliverables or the option to licence the Intellectual Property Rights as specified by the Seller on their Creative Service page. Note: some Creative Services charge additional payments (through Creative Service Extras) for Commercial Use Licence. See our “Ownership” and “Commercial Use Licence” sections below for more information;

 

1. Please refer to our Payment Terms for information on making payments through the BIIA App and to learn about fees and taxes;

 

1. You may not offer Sellers to pay, or make payment using any method other than through the BIIA App. In case you have been asked to use an alternative payment method, please report it immediately to the BIIA Customer Support (biiaxtech@gmail.com).

 

1. BIIA’s Terms and Ethical and Moral Standards remain applicable to Service Agreements that are performed outside of the marketplace (including, among others, Inappropriate Behaviour & Language, and Targeted Abuse).

 

1. In providing the Services, the Seller shall:

2. cooperate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;

3. perform the Services with the best care, skill and diligence in accordance with best practice in the Seller’s industry, profession or trade;

4. (where relevant) use personnel who are suitably skilled and experienced to perform services assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with the Service Agreement;

5. ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Seller;

6. provide all equipment, materials, tools and vehicles and such other items as are required to provide the Services;

7. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Buyer, will be free from defects in workmanship, installation and design;

8. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

9. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and with any policies of the Buyer that the Buyer makes known to the Seller;

10. (where relevant) observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer’s premises;

11. hold all information, content, materials, equipment and tools, drawings, specifications, copyright works, and data supplied by the Buyer to the Seller (“Buyer Materials”) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation;

12. not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Seller acknowledges that the Buyer may rely or act on the Services; and

13. fulfil their Orders and may not cancel Orders without cause set out by BIIA in the App. Cancelling orders may affect Sellers’ reputation and status.

4.2. Creative Services

1. Creative Services and any content/posts (e.g. photo, video, audio, text) created on BIIA are User Generated Content.

2. Creative Services and/or Users may be removed by BIIA from the App for violations of these Terms of Service and/or our Community Standards, which may include (but are not limited to) the following violations and/or materials:

1. Illegal or Fraudulent services;

2. Copyright Infringement, Trademark Infringement, and violation of a third party’s terms of service reported through our Intellectual Property Claims Policy;

3. Adult oriented services, Pornographic, Inappropriate/Obscene;

4. Intentional copies of Creative Services;

5. Spam, or violent or deceptive Creative Services;

6. Creative Services misleading to Buyers or others;

7. Reselling of regulated services;

8. Offering to prepare academic works on behalf of Buyers;

9. Exceedingly low quality Creative Services;

10. Promoting Creative Services through activities that are prohibited by law, regulations, and/or third parties’ terms of service, as well as through any marketing activity that negatively affects our relationships with our users or partners; and

1. Creative Services that are removed for violations mentioned above, may result in the suspension of the Seller’s account.

2. Creative Services that are removed for violations are not eligible to be restored or edited.

3. Creative Services may be removed from our search and discovery features due to poor performance and/or User misconduct.

4. Creative Services may include pre-approved website Uniform Resource Locators (URLs) contained within the Creative Service description and requirements box. Creative Services containing websites promoting content, which violates BIIA’s Terms of Service and/or our Community Standards, will be removed.

5. Creative Services are required to have an appropriate Creative Service image and/or video related to the Service offered. An option to upload additional Creative Service images or videos are available to all Sellers. Sellers must deliver the same quality of service as shown on their Creative Service associated content posts (e.g. image, video, audio, text). Recurring deliveries that don’t match the quality shown on the Creative Service associated content posts may lead to the Seller’s account losing Seller status or becoming permanently disabled.

6. Statements on the Seller’s Profile and Creative Service ‘Hire Me’ Page that undermine or circumvent these Terms of Service are prohibited.

4.3. Ordering process

This section covers the full Order lifecycle, from Order placement by the Buyer of a Creative Service offered by the Seller, through its Order, Delivery and Acceptance.

1. The Order constitutes an offer by the Buyer to purchase Services in accordance with these Terms of Service.

2. Payment for the Order of the Services is made in advance by the Buyer. Buyers pay for their Order by using the PSP on the App, and they will be subject to the terms and conditions of business of the PSP.

3. Once payment is confirmed, the new Order will be created and given a unique BIIA Order number.

The following are the Order status and stages of the full Order lifecycle.

4.3.1.Buyer places an Order from the Seller

• Full Order amount payment is pre-authorized by our PSP.

• Seller may accept or decline the Buyer’s Order through the App.

4.3.2. ACCEPTED: Seller accepts the Order through the Order Acceptance process and a Service Agreement is created

• 100% of Order Total Amount is charged to the Buyer by BIIA via the PSP, unless otherwise determined by the Seller within the App.

• Order Acceptance shall occur by any act by the Seller consistent with fulfilling the Order at which point and on which date the Service Agreement shall be created and Order Agreement shall have been reached.

4.3.3. DELIVERED: Seller Delivers the Deliverable (Services) to the Buyer

• Sellers must send completed Deliverables to the Buyer prior to using the Change Status button (located on the ‘My Orders’ page) to mark the Order as Delivered.

4.3.4. COMPLETED: Buyer Accepts the Deliverables as being as delivered by the Seller in accordance with the Specification

• Order is marked as Complete after it is Delivered and then Accepted by the Buyer.

• Order may auto complete if not Accepted and no change of status, or request for modification was submitted by the Buyer or otherwise a relevant issue with the order brought to the attention to BIIA support, within 7 calendar days from the service delivery Due Date after the Order if it was marked as Delivered by the Seller. (Refer to “Auto-Completed” status in Section 4.3.5)

• 100% of Seller’s Service Cost is transferred by BIIA’s PSP to Seller after Service delivery.

4.3.5. Other Order status variations that may develop during the Process are as follows.

1. INCOMPLETE: Seller may request the Buyer for any additional information required from the Buyer upon receipt of the Order.

2. DECLINED: Seller may reject the Order after Order placement by the Buyer.

3. AUTO-DECLINED: Seller does not accept the Order within reasonable time of the Order placement by Buyer. In this case, the Buyer’s payment pre-authorisation hold will be cancelled and the Order will not proceed.

4. AUTO-COMPLETED: if no action is taken by the Buyer to change the status of an order after it has been marked as “Delivered” by the Seller, the order will automatically complete and marked as “Auto-Completed” seven (7) days after the order Due Date.

5. REVISION[WKA3]  REQUEST: Buyer may request a revision to the Order before or after the Order Agreement. Acceptance of the revision request is at the Seller’s discretion. Revision requests accepted by the Seller shall not result in added cost or time for delivery of the Service unless agreed between the Buyer and Seller.

6. REFUND REQUEST: Buyer may request a refund of the Order Total (or any portion thereof that the Buyer has paid) if Deliverables do not match the Specification as described on the ‘Hire Me’ Page at the time of the Order Agreement. Alternatively, the Buyer may raise a ‘Revision Request’ for no cost or time consideration for mutual acceptance by the Seller. BIIA has no dealings with such arrangements. Refer to Buyer Remedies for further remedies and rights available to the Buyer.

7. CANCELLATION REQUEST: Either Buyer or Seller can request to cancel the Order at any time during the Order Process. A Buyer may unilaterally cancel an Order before the date of the Order Agreement. After the Order Agreement and conclusion of a Service Agreement, the cancellation of an Order requires mutual agreement between the Buyer and Seller. A cancellation does not guarantee a refund if the Order has been accepted and is already In Progress with the Seller following the Terms of a Service Agreement. Refer to Buyer Remedies for further remedies and rights available to the Buyer.

8. CANCELLED: An Order will obtain cancelled status when the other party to the transaction accepts the cancellation request.

4.4. Handling orders

1. When a Buyer Orders a Creative Service, the Seller is notified by email as well as notifications on the App while logged into the account and will be required to either accept or reject the Order in accordance with the Process.

 

1. Sellers are required to meet the delivery time they specified when creating their Creative Services where such an Order is accepted. Sellers may request a Buyer to extend the delivery date prior to the delivery time. It is entirely at the Buyer’s discretion as to whether they agree to such a request. Sellers failing to deliver on time will allow the Buyer to cancel the Order and Service Agreement when an Order is marked as late and may harm the Seller's status.

 

1. Users are responsible for scanning all transferred files for viruses and malware. BIIA will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.

 

1. Buyers may use the "Revision Request" or the “Refund Request” order status change feature located on the ‘My Orders’ Page while an Order is marked as Delivered if the delivered work does not match the Specification agreed in the Service Agreement. Buyer and Seller agree to provide as evidence of the original Service requirement any associated correspondence between them if unresolved amongst them initially by mutual agreement and either party then requests for the BIIA Customer Support team to assess the case. BIIA will review the details you share and let you know whether it qualifies for a refund. Refunds are always in BIIA’s sole discretion and are subject to our Terms of Service.

 

1. Buyers and Sellers are to settle conflicts amongst themselves. For more information about disputes, Order cancellations and refunds please refer to the Payment Terms.

 

1. Sellers may change the status to "Incomplete" in order to request more information about the Order Customisation selected from the Buyer. The feature is located on the ‘My Orders’ Page.

4.5. Billing and Payment

1. Users of the BIIA App contract for Service directly with other Users. BIIA will not be a party to the Service Agreement. Buyers, and not BIIA, are responsible for payment for all Services through the BIIA App. Such payment must be made via the PSP. BIIA is not obligated to compensate Seller for Buyer’s failure to pay for Services.

 

1. The Sellers Account setup process within the App is powered by the PSP. Necessary personal and bank account payment details from the Seller are collected and verified by our PSP during the Account setup process. The Seller will be able to view all processed transactions and payments made to him/her through our PSP for Orders placed in the Account section.

 

1. By accepting these Terms, each Seller agrees that they have agreed to the PSP Services Agreement (the “PSP Services Agreement”). BIIA is not a party to the PSP Services Agreement. You, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and BIIA has no obligations, responsibility or liability to you or other party under the PSP Services Agreement.

 

1. The Order Total, including the Service Cost, BIIA App Fee, Transaction Fee and any applicable VAT and Sales Tax must be paid through the PSP in accordance with these Terms.

 

1. You will be required to provide payment method details to BIIA and the PSP.

 

1. Sellers are responsible for any invoice requirements per Section 4.8.

 

1. Buyers pay through the BIIA App in advance at the time of Order placement (see Payment Terms). Initially, a payment pre-authorization by our PSP will be placed on the Buyer for the Order Total until the Order Acceptance is provided by the Seller and the Service Agreement is concluded.

 

1. BIIA reserves the right (but not the obligation) upon request from Buyer or Seller, or upon notice of any potential fraud, unauthorised charges or other misuse of the BIIA App, to place on hold any payment or refund or provide  or arrange for the PSP to do so.

 

1. Users of the BIIA App may be liable for any taxes or similar charges (including VAT, if applicable in the country where the Service is performed) required to be collected and/or paid on the Service and/or fees provided under the Terms. You should consult with your own tax advisor to ensure your compliance with all applicable tax reporting requirements.

2. In certain jurisdictions, applicable rules may require that we collect or report tax and/or revenue information about you. You agree that BIIA may issue on your behalf receipts or similar documentation to facilitate accurate tax reporting.

 

1. For further details on fees and payments please read the Payment Terms[WA4] .

4.6. Reviews

1. Feedback reviews by Buyers and/or Sellers on completed Services can be made through the App to each other using in-app orders comments, and/or shared with BIIA support/counterpart via email. Reviews may include the Buyer overall experience with the Seller and their service. Buyers are encouraged to communicate to the Seller any concerns experienced during their active order regarding the service provided by the Seller.

2. Users may provide reviews through BIIA on Services after Creative Services are marked as complete.

3. Responding to a review: Buyer and Seller may reply to each other’s shared review via the App messenger.

4. Feedback comments are displayed on the review session of the App.

5. Both Buyers and Sellers are encouraged to provide feedback on the Services to BIIA, and to each other directly (if desired), through the App. Positive feedback and successful order completions will serve to support a User’s good standing and transaction history on the App. In certain cases, exceedingly poor reviews may lead to the suspension of the User’s account.

4.8. Invoicing

As a Seller rendering services, you may have the obligation under your jurisdiction of to issue invoices or receipts to your Buyers. Any invoices or receipts have to comply with specific requirements. BIIA is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that BIIA is not responsible for issuing invoices or receipts on your behalf.

A Seller rendering services may be required to issue invoices to its Buyers. The Seller shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT and/or related sales tax consequences deriving from that. More generally, the Seller shall be responsible for filing his/her VAT tax returns and paying VAT/tax relating to the Service performed by the Seller for the benefit of the Buyer.

BIIA shall not be held responsible for any breach of the Seller's tax obligations, it being specified that BIIA shall not be held jointly and severally liable for VAT or associated sales tax, interest on overdue VAT / tax, or for any penalties or fines that would be owed by the Seller.

5. Acceptable Use

BIIA maintains a friendly, moral spirited, and professional environment. Users should keep to that spirit while participating in any activity or extensions of BIIA. This section relates to the expected conduct users shall adhere to while interacting with each other on BIIA.

To report a violation of our Terms of Service and/or our Moral Standards, User Misconduct, or inquiries regarding your account, please contact our Customer Support team on biiaextech@gmail.com.

5.1.     Principles

1. To protect our users' privacy, users may choose to keep their identities anonymous by choosing their public Profile username of choice. Requesting or providing Email addresses, Skype/IM usernames, telephone numbers or any other personal contact details to communicate outside of BIIA in order to circumvent or abuse the BIIA App is not permitted.

 

1. Any necessary exchange of personal information required to continue a service may be exchanged through the order placement process within ‘My Orders’ Page.

 

1. BIIA does not provide any guarantee of the level of service offered to Buyers. You may use the dispute resolution and customer support tools provided to you.

 

1. BIIA does not provide protection for users who interact outside of the BIIA App.

 

1. All information and file exchanges must be performed exclusively through the BIIA App.

 

1. Rude, abusive, improper language, or violent messages will not be tolerated and may result in an account warning or the suspension/removal of your account.

 

1. BIIA is open to everyone. You undertake not to discriminate against any other user based on gender, race, age, religious affiliation, sexual orientation or otherwise and you acknowledge that such discrimination may result in the suspension/removal of your account.

 

1. Users may not submit proposals or solicit parties introduced through BIIA to contract, engage with, or pay outside of BIIA.

5.2Creative Services

5.2.1   Users may report Creative Services to Customer Support that may be in violation of BIIA’s Terms of Service based on the reported Creative Service’s replicated similarity to pre-existing services (copycat Creative Services).

1. Sellers warrant that any content included in their Creative Services shall be original work conceived by the Sellers and shall not infringe any third-party Intellectual Property Rights, including, without limitation, copyrights, trademarks or service marks. In the event that certain music or stock-footage media are incorporated within the Creative Services, Sellers represent and warrant that they hold a valid license to use such music and/or footage and to include them in the Creative Services.

 

1. BIIA shall not be liable to any such copyright violations and users warrant to be wholly responsible for any such violations and shall indemnify BIIA accordingly (third party claims, legal fees etc.).

 

1. Sellers agree to indemnify BIIA including affiliates and subsidiaries, and respective officers, directors, employees and agents for any losses, damages, costs, expenses, or liabilities incurred or claimed against BIIA in relation to a Seller’s breach of the warranty given above and/or any third-party claim made against BIIA in relation to the Seller’s unlawful use of any third party Intellectual Property Rights.

5.3      Reporting Violations

If you come across any content that may violate our Terms of Service and/or our Community (Moral) Standards, you should report it to us through the appropriate channels created to handle those issues as outlined in our Terms of Service. All cases are reviewed by our BIIA team. To protect individual privacy, the results of the investigation are not shared. You can review our Privacy Policy for more information.

5.4      Violations

Users may receive a warning to their account for violations of our Terms of Service and/or our Community Standards or any user misconduct reported to our BIIA team. A warning may be sent to the user's email address and access to log-in with their profile on the app may be blocked. Warnings do not limit account activity, but can lead to your account losing Seller statuses or becoming permanently disabled based on the severity of the violation.

5.5      Other non-permitted usage includes

Adult Services & Pornography - BIIA does not allow any exchange of adult oriented or pornographic materials and services.

Inappropriate Behaviour & Language - Communication on BIIA should be friendly, constructive, and professional. BIIA condemns bullying, harassment, and hate speech towards others. We allow users a medium for which messages are exchanged between individuals, a means for customer reviews/feedback, and to engage on larger Apps such as our Community and Social Media pages. To keep you safe we may review messages on the BIIA App. We may block potentially dangerous messages that contain words or numbers that might include contact information or references to other sites, including external links. If you get a suspicious message, inform BIIA Customer Support by reporting it or flagging it in your inbox.

Phishing and Spam - Users’ security is a top priority. Any attempt to publish or send malicious content with the intent to compromise another user’s account or computer environment is strictly prohibited. Please respect our members' privacy by not contacting them with offers, questions, suggestions or anything which is not directly related to their Creative Services or orders.

Privacy & Identity - You may not publish or post other people's private and confidential information. Any exchange of personal information required for the completion of a service must be provided through our Order Page. Sellers further confirm that whatever information they receive from the Buyer, which is not in the public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the Buyer. Any users who engage and communicate off the BIIA App lose the protections of our cancellation and refund policies, Terms of Service, Payment Terms, and other safeguards, which also makes it harder for us to protect your information and puts you at greater risk of fraud and other security issues, such as phishing.

Authentic BIIA Profile - You may not create a false identity on BIIA, misrepresent your identity, create a BIIA profile for anyone other than yourself (a real person), or use or attempt to use another user’s account or information; Your profile information, including your name, description, skills, location, etc., while may be kept anonymous, must be accurate and complete and may not be misleading, illegal, offensive or otherwise harmful. BIIA reserves the right to require users to go through a verification process in order to use the App (whether by using ID, phone, camera, etc.).

Intellectual Property Claims

- BIIA may respond to clear and complete notices of alleged Intellectual Property Right infringement, and/or violation of third party’s terms of service, in accordance with our Intellectual Property claims procedures.

Fraud / Unlawful Use - You may not use BIIA for any unlawful purposes or to conduct illegal activities.

Multiple Accounts - To prevent fraud and abuse, users are limited to one active BIIA account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the BIIA community will be disabled. Mass account creation may result in disabling of all related accounts. Note: any violation of BIIA’s Terms of Service and/or our Community Standards is a cause for permanent suspension of all accounts.

Targeted Abuse - We do not tolerate users who engage in targeted abuse or harassment towards other users on BIIA. This includes creating new multiple accounts to harass members through our communication or ordering system.

Selling Accounts - You may not buy or sell BIIA accounts.

Payments outside BIIA – Transaction for Services on the App must be processed through BIIA’s PSP. Sellers can’t collect any additional fees or charges outside our App unless expressly authorized by us. Paying or accepting payment via bank transfer or otherwise off the App, in full or in part, may be a fraudulent transaction and we’re unable to protect you. Red flags include bank transfer requests and PDF or paper invoices. Stay mindful of terms like Western Union, cashier's cheque, money orders, etc. To get help, let us know immediately by contacting BIIA Customer Support (biiaextexh@gmail.com.

6. Buyer remedies

If the Seller fails to perform the Services by the applicable dates, the Buyer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

1. to terminate the Service Agreement with immediate effect by giving written notice to the Seller;

2. to refuse to accept any subsequent performance of the Services which the Seller attempts to make;

3. to recover from the Seller any costs incurred by the Buyer in obtaining substitute services from a third party;

4. to require a refund from the Seller of sums paid for Services that the Seller has not provided; and

5. to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to meet such dates.

If the Seller has supplied Services that do not comply with the requirements of these Terms of Service or the Service Agreement then, without limiting or affecting other rights or remedies available to it, the Buyer shall have one or more of the following rights:

1. to terminate the Service Agreement with immediate effect by giving written notice to the Seller;

2. (where relevant) to return the Deliverable if applicable to the Seller at the Seller's own risk and expense;

3. to require the Seller to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);

4. to refuse to accept any subsequent performance of the Services which the Seller attempts to make; and

5. to claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Seller's failure to comply with these Terms of Service.

These Conditions shall extend to any substituted or remedial services provided by the Seller.

The Buyer's rights and remedies under the Service Agreement are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

7. Mobile App Updates and Upgrades

By installing the App, you consent to the installation of the App and any updates or upgrades that are released through the BIIA App. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with BIIA’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and (iii) collect personal information as set out in our Privacy Policy[WA5] . You can uninstall the App at any time.

8. Deactivation and Suspension

BIIA reserves the right to put any account on hold to prevent its use, or permanently disable accounts, due to breach of these Terms of Service and/or our Community Standards or due to any illegal or inappropriate use of the App or services.

Violation of BIIA's Terms of Service and/or our Community Standards may get your account disabled permanently, and will be prohibited from registering and creating a new account in the future with these Terms of Service remaining enforceable.

Users with disabled accounts will not be able to sell or buy on BIIA.

Users who have violated our Terms of Service and/or our Community/Moral Standards and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.

You may terminate these Terms of Service at any time by ceasing all use of the BIIA App and deleting your account so long as there are no outstanding Service Orders and your account remains in good status.

9. Account, Password, Security, and Telephone Communications

You must register with BIIA and create an Account in order to buy or sell Services on the BIIA App. In registering for an Account, you agree to provide us with accurate, complete and updated information and must not create an account for fraudulent or misleading purposes. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. BIIA is not liable for any acts or omissions by you in connection with your Account.

Users must be able to verify their account ownership through Customer Support as and when requested from BIIA by providing materials that prove ownership of that Account.

10. User Generated Content

User Generated Content ("UGC") refers to the content added by Users as opposed to content created by the App. All content uploaded to BIIA by our users (Buyers and Sellers) is User Generated Content. BIIA does not check user uploaded/created content for appropriateness, violations Intellectual Property Rights or violations and the user uploading/creating such content shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it. By uploading to, or creating content on, the BIIA App, you represent and warrant that you own or have obtained all rights, licences, consents, permissions, power and/or authority, necessary to use and/or upload such content and that such content or the use thereof in the App does not and shall not (a) infringe or violate any Intellectual Property Rights, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, national and international laws, regulations and conventions; and/or (c) violate any of your or third party’s policies and/or terms of service. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.

Furthermore, BIIA is not responsible for the content, quality or the level of service provided by the Sellers (even if they are promoted Creative Services or otherwise). We provide no warranty with respect to the Creative Services, their delivery, any communications between Buyers and Sellers. We encourage users to take advantage of our order review and feedback options, our community and common sense in choosing appropriate services.

By offering a service, the Seller undertakes that he/she has sufficient permissions, rights and/or licences to provide and sell the Service that is offered on BIIA. Sellers advertising their Creative Service must comply with laws and terms of service of the advertising App or relevant website used to advertise. Failing to do so may result in removal of the Creative Service, as applicable, and may lead to the suspension of Seller's account.

To the extent permitted by law, you hereby grant BIIA a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to BIIA (collectively, “Media” ) in exchange for use of the BIIA App, in any media now known or not currently known in order to market, operate, and improve upon the BIIA App, including but not limited to the right to the following:

• Use, view, copy, adapt, modify, distribute, licence, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to BIIA or that BIIA takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;

• Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the BIIA App or any BIIA promotional campaigns;

• Use, and permit to be used, such User’s Media, Physical Likeness and Voice in the advertising, marketing, and/or publicising of the BIIA App in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name, and identity in connection with the BIIA App or any BIIA promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media (to the extent allowable by law). Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third-party rights.

Each User acknowledges that BIIA shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.

Each User hereby waives all rights and releases BIIA (by reference also including Nascent Ventures Affiliates and subsidiaries, and respective officers, directors, employees and agents) from, and shall indemnify and hold harmless BIIA against any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, Physical Likeness, Media, or Voice in connection with the BIIA App.

BIIA and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

For specific terms related to Intellectual Property Rights and for reporting claims of infringement - please see Sections 13 and 14, which form an integral part of these Terms of Service. Note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

To the extent that you provide BIIA with any comments, suggestions or other feedback regarding the BIIA App or the App as a whole, as well as other BIIA products or services (collective, the “Feedback”), you will be deemed to have granted BIIA an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. BIIA is under no obligation to implement any Feedback it may receive from users.

11. Links to Third-Party Websites

The BIIA App may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by BIIA or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the BIIA App as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. BIIA does not control any such websites, and is not responsible for their availability, accuracy, content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that BIIA is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that BIIA has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the BIIA App at its sole discretion.

The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access such third-party websites at your own risk. BIIA expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the BIIA App. You hereby agree to hold BIIA harmless from any liability that may result from the use of links that may appear on the BIIA App.

12. BIIA Operates as an Online Marketplace

BIIA operates as an online marketplace that connects Buyers with Sellers that offer diverse Creative Services (People, Places and Equipment). BIIA does not perform Services and does not employ people to perform Services. Sellers operate as independent business owners and are customarily engaged in an independently established business of the same nature as that involved in the services performed for Buyers through the BIIA App. BIIA does not control or direct the Sellers’ performance of their services or set their work locations, work hours, or terms of work. Sellers provide services under their own name or business name, and not under BIIA’s name. Sellers provide their own tools and supplies to perform their services; BIIA does not provide the tools or supplies. Sellers are free to maintain a clientele without any restrictions from BIIA and are free to offer and provide their services elsewhere, including through competing Apps. Sellers are free to accept or reject Buyers and contracts. Sellers are not penalised for rejecting Buyers or contracts, though if Sellers accept a Buyer or contract through the BIIA App, they are expected to fulfil their contractual obligations to their client. Sellers set their own cost for services performed in the BIIA marketplace, without interference by BIIA.

The BIIA App is not an employment agency service or business and BIIA is not an employer of any User. Sellers acknowledge and confirm that they are responsible for exercising their own business judgement in entering into Service Agreements and performing Services and that, depending on how they exercise such business judgement, there is a chance for individual profit or loss.

13. Intellectual Property Rights

13.1. Our BIIA App Intellectual Property

All Intellectual Property Rights in the BIIA App, other than Intellectual Property Rights in any User Generated Content, will be owned by BIIA. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the BIIA App without BIIA’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Generated Content. The service marks and trademarks of BIIA, including without limitation BIIA, and associated logos, are service marks owned by XV BIIA Ltd. Any other trademarks, service marks, logos and/or trade names appearing via the BIIA App are the property of their respective owners. BIIA’s proprietary marks and logos are not available for use by Sellers. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

13.2. Your User Generated Content Intellectual Property

All Intellectual Property Rights in any User Generated Content you share on or through the BIIA App is owned by you. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any User Generated Content for the purpose of providing the App services to you.

13.3. Buyer Materials Intellectual Property

All Buyer Materials are the exclusive property of the Buyer. The Buyer grants the Seller a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify the Buyer Material, and the Intellectual Property Rights therein, for the purpose of providing the Services to the Buyer.

13.4. Services and Deliverables Intellectual Property

The Buyer’s license to the Intellectual Property Rights in the Services and the Deliverables will depend on whether the Deliverables incorporate Buyer Materials and the license purchased by the Buyer through the App (see Commercial Use License)

If the Buyer and Seller wish to include any special terms in their Service Agreement in relation to the ownership of or license to the Deliverables, they should document these terms within the Service offering on the ‘Hire Me’ Page prior to Order placement for agreement by the Buyer. Where no such terms are recorded, the terms set out in this Section 13 shall apply.

13.4.1. Seller’s original work not incorporating Buyer Materials

The Intellectual Property Rights in the Services and the Deliverables that do not incorporate any Buyer Materials, shall, unless expressly agreed in writing between the Buyer and Seller, be retained by the Seller. Unless the Buyer and Seller expressly agree in writing that a Commercial Use License will be granted by the Seller to the Buyer (see below), the Seller hereby grants (and such license shall be expressly incorporated into the Service Agreement) to the Buyer a personal, non-exclusive, worldwide, perpetual, royalty-free, fully-paid license to use, dispose, transfer, transmit, display, publish or otherwise exploit the Deliverables, and the Intellectual Property Rights as contained in therein, strictly for the Buyer’s personal non-commercial use, subject to full payment to the Seller and successful Completion of the Order. For the avoidance of doubt, the Seller does not grant in the foregoing license any right to the Buyer to use Deliverables for any commercial purposes.

13.4.2. Seller’s original work incorporating Buyer Materials

The Intellectual Property Rights in the Services and the Deliverables that incorporate any Buyer Materials, shall, unless expressly agreed in writing between the Buyer and Seller, be retained by the Seller. Unless the Buyer and Seller expressly agree in writing that a Commercial Use License will be granted by the Seller to the Buyer (see below), the Seller hereby grants (and such license shall be expressly incorporated into the Service Agreement) to the Buyer a personal, exclusive, worldwide, perpetual, royalty-free, fully-paid license to copy, adapt, use, dispose, transfer, modify, distribute, transmit, display, publish or otherwise exploit the Deliverables, and the Intellectual Property Rights as contained in therein, strictly for the Buyer’s personal non-commercial use, subject to full payment to the Seller and successful Completion of the Order. For the avoidance of doubt, the Seller does not grant in the foregoing license any right to the Buyer to use Deliverables for any commercial purposes.

13.4.3. Commercial Use License

Buyers seeking broader rights with intent to use the Services and the Deliverables for any commercial purpose may be given the option at Seller’s discretion to purchase a commercial use license through the Services Customizations (“Commercial Use License”) as may be specifically upon by the Buyer and Seller.

By purchasing a “Commercial Use License”, in addition to the basic personal use rights, the Seller grants you a perpetual, non-exclusive (unless Deliverable incorporates Buyer Materials, in which case it is exclusive), non-transferable, worldwide license to use the Deliverables for Permitted Commercial Purposes. For the avoidance of doubt, the Seller retains all ownership rights. “Permitted Commercial Purposes” means any business-related use, such as (by way of example) advertising, promotion, creating web pages, integration into product, software or other business-related tools etc., and strictly excludes any illegal, immoral or defamatory purpose.

Note that under this Commercial Use License any voice, audio, music or video content that forms part of the Deliverable is limited to corporate, promotional and non-broadcast purposes, such as any business related use for the creation of, or to promote a for-product profit or service (with the exception of paid marketing channels), such as (by way of example): explainer videos posted to company websites, social networks or email campaigns, audiobooks, podcast intros, and strictly excludes any illegal, immoral or defamatory purpose.

For additional broadcast purposes, Sellers may offer Buyers the option to purchase a Full Broadcast Rights License (see below) on top of this Commercial Use License.

13.4.3.1. Full Broadcast Rights License

By purchasing a Full Broadcast Rights License with your Services Order, in addition to the Commercial Use License (see above), the Seller grants the Buyer a license to use the Deliverables for full broadcasting, which includes internet, radio, and TV "paid channels" including (by way of example): television commercials, radio commercials, internet radio, and music/video streaming platforms, and strictly excludes any illegal, immoral or defamatory purpose.

13.4.4. Intellectual Property Rights Buyout (IP Buyout)

Where the Buyer and Seller expressly agree in the Service Agreement that the Buyer is to own the Intellectual Property Rights in the Deliverables (an “IP Buyout”), ownership in and to any Services and the Deliverables arising from the Services and any Intellectual Property Rights therein, will be assigned to the Buyer subject to full payment to the Seller and successful Completion of the Order.

In an IP Buyout, the Service Agreement shall be deemed to incorporate a term that in consideration of the Order Total paid for the Creative Services the Seller thereby assigns to the Buyer absolutely with full title guarantee the following rights throughout the world:

• the entire copyright and all other rights in the nature of copyright subsisting in the Deliverables;

• any database right subsisting in the Deliverables; and

• all other rights in the project of whatever nature, whether now known or created in the future, to which the Seller is now, or at any time after the date of the Order Agreement, entitled,

in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from the ownership, of any of these assigned rights, whether occurring before, on, or after the date of Order Agreement.

14. Copyright Complaints and Copyright Agent

BIIA respects the Intellectual Property Rights of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the BIIA App infringe upon your copyright or other Intellectual Property Right, please send the following information to BIIA’s Customer Support (biiaextech@gmail.com):

• A description of the copyrighted work that you claim has been infringed, including the in-app share link to the User Generated Content (if available) or other specific location on the BIIA App where the material you claim is infringed is visible. Include enough information to allow BIIA to locate the material, and explain why you think an infringement has taken place;

• A description of the location where the original or an authorised copy of the copyrighted work exists, for example, the in-app share link to the User Generated Content (if available) where it is posted or the name of the material in which it has been published;

• Your name, address, telephone number, and e-mail address;

• A statement by you that you have a good faith belief that the disputed use is not authorised 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

• Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

15. Confidential Information

Sellers should recognize that there might be a need for Buyers to disclose certain confidential information to be used by Sellers for the purpose of delivering the ordered work, and to protect such confidential information from unauthorised use and disclosure. Therefore, Sellers agree to treat any information received from Buyers as highly sensitive, confidential information. Without derogating from the generality of the above, Sellers specifically agree to (i) maintain all such information in strict confidence; (ii) not disclose the information to any third parties; (iii) not use the information for any purpose except for delivering the ordered work; and (vi) not to copy or reproduce any of the information without the Buyer’s permission.

Furthermore, you acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of BIIA and agree that you will not, for the lifetime of your account on BIIA plus 10 years thereafter, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the BIIA Platform in accordance with these Terms of Service. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall promptly notify BIIA in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall return all originals and any copies of any and all materials containing Confidential Information to BIIA promptly upon deactivation of your Member account or termination of these Terms of Service for any reason whatsoever. The term “Confidential Information” shall mean any and all of BIIA’s trade secrets, confidential and proprietary information, and all other information and data of BIIA that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to Include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other Proprietary Materials and confidential information relating to BIIA or BIIA’s business, operations or properties, Including information about BIIA’s staff, Members or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.

16 Disclaimer of Warranties

16.1. Use of the BIIA App is Entirely at Your Own Risk

The technology of the BIIA App is provided on an “as is'' basis without warranties or conditions of any kind, either express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, good and workmanlike services, and non-infringement. BIIA makes no warranties or representations about the accuracy or completeness of the content provided through the BIIA App or the content of any sites linked to the BIIA App and assumes no liability or responsibility in contract, warranty or in tort for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the BIIA App, (iii) any access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; and (iv) events beyond our reasonable control.

BIIA does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the BIIA App or any hyperlinked website or featured in any banner or other advertising, and BIIA will not be a party to or in any way be responsible for any transaction between you and other Users, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgement and exercise caution where appropriate. Without limiting the foregoing, BIIA and Affiliates do not warrant that access to the BIIA App will be uninterrupted or that the BIIA App will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the BIIA App, or as to the timeliness, accuracy, reliability, completeness or content of any Service, information or materials provided through or in connection with the use of the BIIA App. BIIA and Affiliates are not responsible for the conduct, whether online or offline, of any User. BIIA and Affiliates do not warrant that the BIIA App is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. BIIA and Affiliates will implement appropriate technical and organisational measures to ensure a level of security adapted to the risk for any personal information supplied by you.

Notwithstanding any feature or service that a Buyer may use to expedite Seller selection, each Buyer is responsible for determining the Service and selecting or otherwise approving their Seller and BIIA does not warrant any goods or services purchased by a Buyer and does not recommend any particular Seller. BIIA does not provide any warranties or guarantees regarding any Seller’s ability, professional accreditation, registration or licensure.

16.2. No Liability

You acknowledge and agree that BIIA is only willing to provide the BIIA App if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold BIIA and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities” ) that have arisen or may arise, relating to your or any other party’s use of or inability to use the BIIA App, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by BIIA and Affiliates, and any destruction of your User Generated Content.

Under no circumstances will BIIA and affiliates or their corporate partners be liable for, and you hereby release BIIA and affiliates and their corporate partners from any direct, indirect, incidental, actual, consequential, economic, special or exemplary damages (including but not limited to lost profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by BIIA, the cost of substitute products or services, or attorneys fees and costs) arising out of or in any way connected with your use of or inability to use the BIIA app or the services, even if advised of the possibility of the same.

BIIA AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS BIIA APP. BIIA AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE BIIA APP.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT BIIA AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO BIIA (IF YOU ARE A BUYER) OR TOTAL SERVICE PAYMENTS PAID TO YOU BY BUYERS (IF YOU ARE A SELLER), DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Regardless of any other provision, nothing in these Terms of Service excludes or limits liability for: (i) death or personal injury caused by BIIA’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that, by law, may not be limited or excluded.

17. Indemnification

You hereby agree to indemnify, defend, and hold harmless BIIA and its Affiliates including subsidiaries, and respective officers, directors, employees and agents from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation on, the BIIA App; (ii) your participation in Services, or your ability or inability to perform or obtain the performance of Services or to receive payment therefore; (iii) your breach or violation of these Terms of Service or the Service Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) your failure to abide by your representations and warranties in Section 2; and (vi) any content submitted by you or using your account to the BIIA App, including but not limited to the extent such content may infringe on the Intellectual Property Rights of a third party or otherwise be illegal or unlawful. BIIA reserves the right, in its own sole discretion, to assume the exclusive defence and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of BIIA.

18. Dispute Resolution

BIIA encourages all and any disputes that may arise between Buyers and Sellers to be  addressed and resolved amongst each other by mutual agreement.

In the event of any dispute, controversy or claim related to, arising from or regarding your use of the BIIA App (not related to disputes between Users), or this Agreement (including previous versions), ( “Dispute” ), you and BIIA agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in Section 28). This is to expedite resolution and reduce the cost of any dispute. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to BIIA. BIIA’s address for such notice is as follows: XV BIIA Ltd., No 2 Ofori Tibo Road, East Legon Accra-Ghana.

19. Proprietary restrictions

The App, including its general layout, look and feel, design, information, content and other materials available thereon, is exclusively owned by XV BIIA Ltd and protected by copyright, trademark, and other intellectual property laws. BIIA® is a registered trademark owned exclusively by XV BIIA Ltd. Users have no right, and specifically agree not to do the following with respect to the App or any part, component or extension of the App (including its website): (i) copy, transfer, adapt, modify, distribute, transmit, display, create derivative works, publish or reproduce it, in any manner; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization; (iii) remove any copyright notice, identification or any other proprietary notices; (iv) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Site; (v) attempt to gain unauthorized access to, interfere with, damage or disrupt the App or the computer systems or networks connected to the App; (vi) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the App; (vii) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the App to monitor, extract, copy or collect information or data from or through the App, or engage in any manual process to do the same, (viii) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems, (ix) use the App in any manner that could damage, disable, overburden or impair the App, or interfere with any other users’ enjoyment of the App or (x) access or use the App in any way not expressly permitted by these Terms of Service. Users also agree not to permit or authorise anyone else to do any of the foregoing.

Except for the limited right to use the App according to these Terms, BIIA owns all right, title and interest in and to the BIIA App (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We reserve all rights in connection with the App and its content (other than UGC) including, without limitation, the exclusive right to create derivative works.

20. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service.

20.1. Worker Classification and Withholdings

BIIA does not employ Sellers. BIIA is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, sales tax, National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a User’s use of the BIIA App. The Seller assumes full and sole responsibility for all required and applicable income tax and National Insurance Contributions withholdings as to the Seller and all persons engaged by the Seller in the performance of the Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

21. General Provisions

Failure by BIIA to enforce any provision(s) of these Terms of Service will not be construed as a waiver of any provision or right. These Terms of Service constitute the complete and exclusive agreement between you and BIIA with respect to its subject matter, and supersedes and governs any and all prior agreements or communications except as otherwise specified in these Terms of Service. However, these Terms of Service does not supersede other agreements about other subject matter that you may have with BIIA. The provisions of these Terms of Service are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Terms without affecting the validity, legality or enforceability of any of the remaining provisions. You hereby acknowledge and agree that we may assign or transfer these Terms of Service without your consent, including but not limited to assignments: (i) to a parent or subsidiary (“Affiliate”), (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Upon the effective date of the assignment of the Terms (a) BIIA shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment and, (b) the assignee entity shall replace BIIA for the performance of these Terms of Service. These Terms of Service may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 21 shall be null and void. These Terms of Service will inure to the benefit of BIIA , its successors and assigns. All parts of these Terms of Service which by their nature should survive the expiration or termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Service or your use of the BIIA App.

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