Customer Solutions – this shall refer to third party applications or add-ons used by subscribers to improve the use of the Layer3 cloud.
Confidential information – this shall refer to any information which is marked as confidential or which would be reasonably understood as confidential according to the laws within the subscribers’ juristic location.
Retention Period – this refers to the time period where data on the Layer3 is inaccessible to subscribers, owing to a breach of payment terms but still under the protection of Layer3
BY MAKING AN ORDER, CREATING AN ACCOUNT (AS DEFINED BELOW), LAYER3 CLOUD SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, SUBSCRIBER EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND ARE BOUND BY THIS AGREEMENT, AND YOU HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT TO LAYER3 THAT YOU ARE AUTHORIZED TO ENTER INTO THISAGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO THE TERMS AND CONDITIONS CONTAINED HEREIN, IN WHICH CASE, THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR ARE NOT AN AUTHORIZED AGENT FOR CUSTOMER, DO NOT EXECUTE AN ORDER FORM, CREATE AN ACCOUNT OR OTHERWISE USE THE LAYER3 CLOUD SERVICES.
Subscribers are authorized to exercise right to view, modify, access, personal data and use the Layer3 cloud Services and to install and use the Software included with your Subscription, as further described in this agreement. You may create and maintain a Customer Solution, which you may permit third parties to access and use, provided that the Customer Solution adds material functionality to the Services and is not primarily a substitute for the Services. We reserve all other rights.
Order Form/ Account Creation – Marks the beginning of business relations with the Layer3 Cloud. Subscribers are advised to input only accurate and factual information in this form.
Responsibility for your accounts - Subscribers are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of our Services. You must promptly notify our support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.
Illegal/ Disruptive use – Subscribers are prohibited from using the cloud services for purposes which Layer3 deems to be illegal or offensive. In the event that a subscriber is uncertain whether or not its use of the Services could be deemed illegal or offensive, the Customer should contact Layer3 via email in advance and request permission. For example, Layer3 considers the following actions or content to be illegal or offensive:
Changes to Service - Layer3 reserves the right to develop its services and business offerings. In the spirit of exceeding customer expectations, Layer3 envisages that we will make changes to the platform in order to improve our services. Subscribers will be notified on the platform 72 hours before changes are made to the cloud.
Layer3 Cloud services, including all related equipment, networks and network devices are provided only for authorized customer use. Layer3 Cloud’s systems may be monitored for all lawful purposes, including to ensure that use is authorized, for management of the system, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. Use of Layer3 Cloud’s system(s) constitutes consent to monitoring for these purposes.
Any account found connecting to a third-party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control must be with expressed written consent from the third party. Layer3 may, at its discretion, request and require documentation to prove access to a third-party network or system is authorized.
We reserve the right to refuse service to anyone. Any material that, in our judgment, is obscene, threatening, illegal, or violates our terms of service in any manner may be removed from our servers (or otherwise disabled), with or without notice.
Any violation as stated above may result in the suspension or termination of your services with or without notice. Potential harm to minors is strictly forbidden, including but not limited to child pornography or content perceived to be child pornography. Any site found to host child pornography or linking to child pornography will be suspended immediately without notice.
TERM, TERMINATION/ SUSPENSION
Term - The term of service will commence upon Subscriber’s execution of the Order Form or when subscriber otherwise clicks a box agreeing to this Agreement (during Account creation or otherwise) and, unless earlier terminated as set forth in this Agreement, continue in effect for the initial service term identified on the Order Form or selected in the Account. Unless otherwise set forth in an Order Form, this Agreement shall not renew automatically.
Please note that the termination of the Layer3 Cloud services will cause such services to cease functioning and result in customer not being able to access any user data.
Suspension - Layer3 may suspend your use of the Cloud Services if it is reasonably determined that (i) Subscriber’s use of the Layer3 Cloud Services, is in breach of this Agreement; (ii) Subscriber fails to address Layer3’s notice of breach (iii) Subscriber’s use of the Services poses a security risk to Layer3 Cloud Services or other users of the Layer3 Services; (iv) suspension is warranted pursuant to Layer3’s receipt of a subpoena, court order, or a request by a law enforcement agency; or (v) When subscriber fails to renew subscription and payment for renewal is yet to be made or (vi) as otherwise expressly set forth in this Agreement. Notice will be given before Layer3 suspends unless we reasonably determine that providing the notice presents risk of harm to Layer3 Services or any person or property. Layer3 is entitled to obtain injunctive relief if Customer’s use of the Services is in violation of any restrictions set forth in this Agreement. In the event that a suspended subscriber wishes to be reconnected to the cloud service a prescribed Reconnection fee must be paid.
Do note that during suspension user data will remain confidential and untampered with, subscriber will remain responsible for all fees incurred before or during any suspension. You will not be entitled to any service credits under any applicable Service Level Agreement that you might have otherwise accrued during the period of suspension
Retention - A retention period of 2weeks (10 working days) will be granted to subscribers who have defaulted payment. Upon expiration of this retention period, termination will commence. Do note that the Layer3 Cloud Service will not be functional during this retention period, subscribers will not have access to data stored on the Layer3 Cloud. Nonetheless data is kept secure.
Termination - Either party may terminate this Service. Subscriber may terminate service by notifying Layer3 via email 30 days before termination. In addition to the foregoing termination rights and any other termination rights set forth in this Agreement, (a) Layer3 reserves the right to terminate this Agreement immediately upon written notice to Customer if a subscriber breaches any Section of this agreement (b) In the event that a subscriber breaches this Agreement and fails to remedy such breach within thirty (30) days of receipt of written notice thereof or (c)such subscribers use of the Layer3 Cloud will be terminated.
Subscriber hereby agrees that at termination of the Layer3 cloud service subscription. Subscriber data will be destroyed and access to the Layer3 Cloud will be denied.
Following the termination of this agreement, Layer3 will destroy all user data. The termination of this agreement for any reason will not affect: (a) the obligations of customer and Layer3 to account for and pay to one another any amounts for which they are obligated by virtue of transactions or events which occurred prior to the effective date of termination.
BILLING/ PRICES & PAYMENT
Billing - Subscriber undertakes to pay a subscription fee for the right to access and use the Layer3 Cloud Services for the price generated in the Order Form or in the event that an Order Form is not executed, as prescribed in Layer3 Cloud Services Descriptions “Fees” or agreed by parties in writing or otherwise. Customers are expected to pay all invoices issued by Layer3 immediately in order to gain access to Cloud services via All available payment methods including (Credit/Debit cards, PayPal, Paystack, bank transfer and other form of payment).
Increase in fees - Layer3 reserves the right to increase Fees at any time, although adequate notice of thirty (30) days will be given before increase in fees will be taken into effect.
LAYER3 IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS ALREADY MADE AND CANCELLATION BY CUSTOMER WILL TAKE PLACE AT THE END OF APPLICABLE SERVICE TERM.
Payment Plan - Unless otherwise set forth in the Order Form, all monthly or prepaid Fees will be due in advance. If any monthly payment is more than fourteen working (14) days late (including if payment is late due to a credit card chargeback or insufficient funds), Layer3 is well within its rights to, after a notice has been given: (i) terminate this Agreement or (ii) suspend performance of or access to the applicable Layer3Cloud Services, until payment is made. Subscriber is obligated to pay interest on all delinquent amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.
Payment Method - All available payment methods including (Credit/Debit cards, PayPal, bank transfer…etc.), shall be invoiced and payment made monthly as a prepaid service.
No Refund Policy - Except otherwise agreed by parties in writing, all Fees are non-cancelable and non-refundable.
Notices- Layer3 contracts to give subscribers adequate notice within a prescribed time period for notices from subscribers with regards to cancellation or any other relevant information for subscribers.
Breaches – We shall, without delay after having become aware of any breach, inform the subscribe via email about any data breaches relating to Personal Data and any other events where the security of Personal Data processed on behalf of the Customer has been compromised. Layer3’s notification about the breach to the Subscriber shall include:
All confidential information shall remain the property of the Subscriber hereby referred to as the disclosing Party. The receiving Party shall keep confidential and refrain from using such confidential information otherwise than for the purposes of this Agreement, during the term of subscription and for two years after termination of this Agreement. For the avoidance of doubt, any information of or relating to a Party or that Party’s personnel, suppliers, contractors, customers or end-users, which information is obtained or detected by the other Party or processed or generated in the course of providing or receiving the Service shall be deemed confidential information of that Party. This confidentiality shall survive the termination of the Service term for a period of 2 years. Layer3 shall cease using confidential material and information received from the other Party and use reasonable means to destroy such material. Each Party shall, however, be entitled to retain the copies required by law or regulations.
Intellectual Property - This agreement grants subscribers only limited access and agency of our platform for the duration of subscription. Subscribers may not or cause any act to be done which may in any way alter the copyright, trademark or other proprietary rights, notices, symbols, marks or logos that appear on our cloud service platforms as presented to subscribers. Subscribers are prohibited from making any copies or duplicates of Layer3 cloud services. This does not in any way transfer title or ownership of data on the platform to Layer3. All Intellectual Property rights with regards to Layer3 cloud services belong solely to us and our licensors/partners. Subscribers are not granted any license to intellectual.
User Data Protection – Layer3 will only use Customer Data to provide you the Services. This use may include troubleshooting to prevent, find, and fix problems with the operation of the Services. It may also include improving features for finding and protecting against threats to users. We will not use Customer Data or derive information from it for any advertising or other commercial purposes without your consent.
Layer3 Support – Layer3 will be responsible for responding to requests from subscribers exercising their rights as foreseen in applicable data protection law, such as the right of access and the right to rectification or erasure, Layer3 may further provide the Customer with commercially reasonable assistance Except In cases where such assistance requires extensive measures from Layer3, the subscriber will be expected to pay additional prescribed remuneration to Layer3 for handling such support requests.
Layer3 will ensure that only process Personal Data in accordance with the agreement made with Subscribers written instructions and not for personal reasons. Subject to the terms and conditions of this Agreement.
SUBSCRIBER ACKNOWLEDGES THAT LAYER3 WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR RECTIFYING TECHNICAL ISSUES THAT CANNOT BE RECOGNIZED AS BEING PRIMARILY CAUSED BY THE LAYER3 CLOUD SERVICE.
Compensation – Payment of Compensation. In the event that there is a failure in the Service, Layer3 will offer the Customer compensation which the subscriber may reclaim within 30 days. The compensation will be paid to the subscriber’s account in the form of credit note and may not be exchanged for cash or any other forms of payment.
Compensation Amount – For annual subscribers Layer3 predicts an Uptime of 98% annually which translates to a down time of 7 days,7 hours and 18 minutes. While for monthly subscribers there is a predicted down time of 14 hours, 13 minutes. Depending on the effect of the outage or halt in service, parties to this agreement will decide on the amount of credit note to be paid as compensation. Compensation will only be due if the service is down for longer than the predicted down time.
Sole Remedy - The afore-mentioned payment of compensation will be the sole remedy of the Customer for interruptions or other failures in the Cloud Services.
Liability – Layer3 will not be liable for any indirect damage or consequential damages caused to Subscribers. Layer3’s total aggregate liability under or in connection with this Agreement shall be limited to the aggregate Service Fee paid by the Customer for the Service for the last six (6) months preceding the occurrence for which damages are claimed. These limitations will not apply to damage caused by willful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within 14days from the date the damage was or should reasonably have been noticed by the Customer.
Compliance with National policies – Layer3 is compliant with the laws of the federal republic of Nigeria. Our business activities are being governed by different regulatory policies; ranging from NCC, NITDA etc.
Controlling Law- The Layer3 terms and conditions shall be governed by Laws of Federal Republic of Nigeria except for its conflicts of laws principles. However, some countries have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph does override those laws.
Force Majeure - Force Majeure covers events that prevent or makes it impossible to provide a service or fulfill the provisions of this agreement, such as war, rebellion, natural catastrophe, general interruption in energy distribution or telecommunications, fire, strike, embargo, or another equally significant and unforeseen events independent of the parties. Layer3 shall be entitled to suspend its duties without liability thereof in case of Force Majeure affecting the Party either directly or through any of its partners.
Dispute Resolution - In the event that any dispute, claim or controversy arises from or relating to this agreement or the breach thereof, the parties hereto shall use the best of their efforts to settle the dispute, claim or controversy by consulting and negotiating with each other through their accredited representatives in good faith and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to all parties. If no solution is reached within 30 days, then upon notice by either party to the other(s), all disputes, claims or controversies shall be finally settled by Mediation to be facilitated by The Multi-Door Courthouse, Lagos or any other Mediation institute in accordance with the provisions of Mediation Rules, Lagos. And the language of the Arbitration shall be English; Parties shall mutually agree on the venue for the arbitration and the decision of the arbitrator shall be binding on the parties.
Severability - Every provision of this Agreement will be construed to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this agreement and all other provisions will remain in full force and effect.
Disclaimer- EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LAYER3 CLOUD SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY, TERMS OR CONDITIONS WHATSOEVER. ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY LAYER3, ITS PARTNERS AND LICENSORS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. NEITHER LAYER3 NOR ITS PARTNERRS WARRANT THAT THE LAYER3CLOUD SERVICES WILL ALWAYS BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND SAVE TO THE EXTENT SUCH ALLOCATION OF RISK IS NOT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LAYER3 CLOUD SERVICES IS WITH CUSTOMER. IN NO EVENT WILL LAYER3 LIMITED OR ITS PARTNERS BE LIABLE FOR ANY LOSS, LIABILITY, DAMAGES OR CLAIMS RELATED TO ANY REGULATORY OBLIGATIONS CUSTOMER MAY HAVE RELATED TO ITS USER DATA.
Waiver/Assignment -Failure by Layer3 at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by us will not be deemed as a continuing waiver, but will apply solely to the instance to which such waiver is directed. This agreement is cannot be assigned to a third party either in whole or in part.