1. Introduction

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Cofluenxa Limited ("Cofluenxa", “we”, “us”, or “our”), concerning your access to and use of the cofluenxa.com website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site provides an online marketplace for marketing influence via social media platforms (the “Marketplace Offerings”). All users are required to accept and comply with these Terms of Use, including the User Agreement posted on the Site, which are incorporated herein.

2. Agreement to Terms

By accessing the Site and/or the Marketplace Offerings, you agree that you have read, understood, and agree to be bound by these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE PROHIBITED FROM USING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms or documents posted on the Site from time to time are incorporated herein by reference. We reserve the right to modify these Terms of Use at our sole discretion. Changes will be indicated by updating the “Last updated” date, and your continued use of the Site constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

The Site is not intended for distribution or use where such use would contravene Nigerian law or subject us to registration requirements in Nigeria or elsewhere. Users accessing the Site from other jurisdictions are responsible for compliance with local laws.

The Site is intended for users who are at least 18 years old. Persons under 18 are not permitted to use or register for the Marketplace Offerings or on the Site, in accordance with the relevant laws in Nigeria, especially the Nigeria Data Protection Act.

3. Our Rights

All rights, titles, and interests in and to the Site are and will remain the exclusive property of Cofluenxa. The Marketplace Offerings are protected by copyright, trademark, and other laws of the Federal Republic of Nigeria. All source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics (collectively, “Content”) and trademarks, service marks, and logos (“Marks”) are owned or controlled by us or licensed to us and are protected by the Copyright Act, Cap C28, Laws of the Federation of Nigeria 2004 (or any amendment), and other applicable intellectual property laws. Content and Marks are provided “AS IS” for your personal, non-commercial use only. No part of the Site, Marketplace Offerings, Content, or Marks may be copied, reproduced, or exploited commercially without our express written permission.

Eligible users are granted a limited, non-exclusive, revocable license to access and use the Site and download or print Content for personal, non-commercial use. All rights not expressly granted are reserved.

4. User Registration

Registration may be required to access the Marketplace Offerings. You agree to keep your password confidential and are responsible for all account activities. We may remove or change usernames deemed inappropriate or offensive.

5. User Representations

By accessing or using the Site or any of its associated services or Marketplace Offerings you hereby represent, warrant, and agree that:

1. All registration information is true, accurate, current, and complete.
2. You will maintain and update such information as necessary.
3. You have legal capacity under Nigerian law and agree to these Terms.
4. You are not a minor (under 18) as defined by the Child’s Right Act 2003.
5. You will not access the Site through automated or non-human means (e.g., bots, scripts).
6. You will not use the Site for illegal or unauthorized purposes.
7. Your use will comply with all applicable Nigerian laws, including the Cybercrimes (Prohibition, Prevention, Etc.) Act 2015.

Any violation of the above representations, including the provision of false, misleading, or incomplete information, may result in the immediate suspension or termination of your account and may expose you to civil or criminal liability under applicable Nigerian law.

6. Prohibited Activities

You agree to use the Site solely for its intended purposes connecting brands with influencers for legitimate marketing campaigns and in accordance with these Terms and all applicable laws. The following activities are strictly prohibited and may result in immediate suspension or termination of your account, as well as potential legal action:

1. Systematically retrieving, copying, or extracting data, profiles, campaign details, or content from the Site to create or compile databases, directories, or similar collections without our express written permission.
2. Collecting usernames, email addresses, phone numbers, or any other personal data from users for unsolicited communications, commercial purposes, or spamming.
3. Attempting to circumvent, disable, or otherwise interfere with the Platform’s security features, access control systems, or monitoring mechanisms, including engaging in unauthorized framing or linking.
4. Creating fake profiles or campaigns; misrepresenting your identity, services, or affiliations; impersonating any individual or entity; or submitting false performance metrics or engagement data.
5. Using bots, scripts, scrapers, or other automated tools to access, interact with, or manipulate the Platform or its services without prior authorization.
6. Engaging in any activity that interferes with or disrupts the normal functionality, performance, or integrity of the Platform, its servers, or the user experience of others.
7. Using the Platform to promote or distribute content that is unlawful, defamatory, obscene, abusive, discriminatory, violent, or otherwise objectionable under Nigerian law or international best practices.
8. Posting or facilitating campaigns that involve illegal drugs, pornography, gambling, pyramid schemes, firearms, counterfeit goods, or any goods or services prohibited under Nigerian law.
9. Engaging in conduct that contravenes applicable laws, including but not limited to the Cybercrimes (Prohibition, Prevention, Etc.) Act, 2015, the Consumer Protection Act, 2018, the Advertising Regulatory Council of Nigeria (ARCON) Code, and Nigeria Data Protection Act.
10. Uploading, sharing, or promoting content that infringes upon the intellectual property rights of others, including trademarks, copyrights, and trade secrets, without appropriate authorization or licensing.
11. Sharing confidential or privileged information about ongoing brand-influencer collaborations, pricing structures, or campaign data without authorization.

7. Marketplace Offerings

We reserve the right to limit quantities, change descriptions or pricing, or discontinue Marketplace Offerings at our discretion. We do not warrant that the quality of Marketplace Offerings will meet your expectations or that Site errors will be corrected.

8. Purchases and Payment

By using the Platform to access paid services whether as a Brand subscribing to campaign tools or an Influencer accepting paid collaborations you agree to provide complete, accurate, and up-to-date billing and account information. Unless otherwise stated, all payments shall be made in Nigerian Naira (NGN). Subject to applicable tax, you authorize Us to charge your selected payment method for all fees associated with your use of paid services, including recurring subscriptions, campaign booking fees, commissions, or influencer payouts, or other fees as applicable. We reserve the right to verify transactions, correct pricing errors, decline or limit purchases, and suspend access to services in cases of failed or unauthorized payments. Access to certain features or campaigns may be restricted until full payment is received and confirmed. All payments made are subject to our Refund and Cancellation Policy, where applicable.

9. Refund Policy

All transactions conducted on the Site are considered final, and no refunds will be issued except under the following conditions:

1. Both the Brand and Influencer mutually agree to cancel the campaign; or
2. The matter is reviewed by the Platform’s Dispute Resolution Team, and a refund is deemed appropriate due to non-performance, breach of campaign terms, or verified platform-related issues.

Where a refund is approved, it will be initially processed as platform credits to your user wallet, which may be used for future campaigns or, upon request, refunded to your original payment method. If a Brand cancels a campaign unilaterally or fails to meet agreed obligations for reasons outside the Platform’s control, an administrative or cancellation fee may apply and will be deducted from any refund amount. For clarity, refunds are not granted for changes of mind, poor campaign performance, or disputes not reported through the platform's official resolution channels.

10. User-Generated Contributions

The Site may allow you to post content (e.g., text, images, videos, comments) (“Contributions”). Contributions may be viewable by others and treated as non-confidential. By posting Contributions, you represent and warrant that:

1. Contributions do not infringe third-party intellectual property rights.
2. You have necessary licenses, consents, or permissions for Contributions.
3. Contributions are not false, misleading, obscene, or illegal under Nigerian law.
4. Contributions comply with privacy and publicity rights.

Violations may result in termination of your rights to use the Site.

11. Review Guidelines

To maintain transparency and trust in the Platform, all reviews, whether by Brands or Influencers must adhere to the following standards:

1. Reviews must be based on genuine, firsthand experiences with a campaign, collaboration, or user on the Platform.
2. Reviews must not contain offensive, defamatory, discriminatory, abusive, or unlawful content, including hate speech or harassment.
3. Reviews must not be submitted by competitors or individuals with the intent of misleading or harming a user’s reputation. False, exaggerated, or malicious statements are strictly prohibited.

We reserve the right to accept, moderate, or remove reviews at our sole discretion. By posting a review, you acknowledge that it becomes public content and that we bear no liability for claims, losses, or reputational damage arising from such reviews.

12. Contribution License

By posting Contributions, you grant us an unrestricted, perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and create derivative works of your Contributions for any purpose. You retain ownership of Contributions but waive moral rights. We may edit, re-categorize, or remove Contributions at our discretion.

13. Mobile Application License

If you access Marketplace Offerings via a mobile application, we grant a revocable, non-exclusive, non-transferable license to use the application on devices you own, subject to these Terms. You may not reverse engineer, modify, or use the application for unauthorized purposes.

For applications from Apple Store or Google Play, the license is limited to devices using iOS or Android, per the App Distributor’s terms. We are responsible for maintenance, and App Distributors have no warranty obligations beyond refunding the purchase price, if applicable.

14. Social Media

You may link your account to third-party accounts (e.g., social media). You represent that you have the right to grant us access to such accounts without breaching their terms. We may access and store content from these accounts (“Social Network Content”) for use on the Site. You can disable this connection at any time.

15. Submissions

Questions, comments, or feedback (“Submissions”) are non-confidential and become our property. We may use Submissions without compensation, and you waive moral rights.

16. Third-Party Websites and Content

The Site may link to third-party websites or content. We are not responsible for their accuracy, legality, or policies. Use of third-party websites is at your own risk, and these Terms no longer apply.

17. Advertisers

Advertisers are responsible for their advertisements and must possess all necessary rights. Advertisements are subject to our Copyright Policy, and no refunds are provided for takedown-related issues.

18. Site Management

We may monitor the Site, take legal action against violators, restrict access, or remove excessive content to protect our rights and ensure proper functioning.

19. Referral Program

1. Introduction: These terms apply to the Cofluenxa Referral Program and form part of your agreement with us.
2. Rules:
   • Only registered users with active accounts may participate.
   • Users share unique referral links but must not impersonate Cofluenxa or use prohibited advertising platforms.
   • Referred users must register via your link using the same browser.
   • No payments for referrals of existing users or accounts owned by you.
3. Payments:
   • Referral payments are 50% of Cofluenxa’s net profit, up to 10% of the transaction, paid monthly in NGN.
   • A minimum threshold of NGN 15,000 will apply for first payments.
   • We may recover incorrect payments or withhold payments for breaches or unlawful activity.
4. Rights: We reserve the right to modify or discontinue the program at any time.

20. Influencer Marketplace

Influencers must submit work via the Site to receive payment. Buyers have 48 hours to request revisions or dispute work. Disputes are resolved by Cofluenxa’s arbitration team under Nigerian law, and decisions are final. Payments are made via [specified payment method]. Transactions outside the Site are at your own risk.

21. Copyright Policy

We respect intellectual property rights. If you believe content on the Site infringes your copyright, notify our Designated Copyright Agent with:

1. Your signature.
2. Identification of the copyrighted work.
3. Details of the infringing material.
4. Your contact information.
5. A statement of good faith belief and accuracy.

Counter-notifications for mistakenly removed content must include similar details and consent to Nigerian court jurisdiction.

22. Electronic Communications

You consent to electronic communications, which satisfy legal requirements for written communication under Nigerian law.

23. Data Privacy

Your use of the Marketplace is subject to our Privacy Policy, which explains how we collect, use, and protect your information. Any information that you provide to us is subject to our Privacy Policy, which governs our collection and use of your information. As part of providing you with our services, we may need to provide you with certain communications, such as service announcements and administrative messages.

24. Limitation of Liability

Please read this section carefully since it limits our liability and affiliates, officers, directors, employees, agents, representatives, partners, and licensors. Each of the subsections below only applies to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result, the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

Additionally, we shall not be held liable for any agreements or legal contracts created using its contract generator or templates. All such documents are provided for general informational purposes only and do not constitute legal advice. Users are solely responsible for reviewing and customizing these documents to suit their specific needs, and for seeking independent legal counsel where necessary.

A. The Services are Available “AS-IS”
Your access to and use of the Site are at your own risk. You understand and agree that this Site is provided to you on an “AS-IS” and “AS-AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ARE PROHIBITED FROM EXPLOITING ANY TECHNICAL GLITCHES OR ERRORS ON OUR SERVICES FOR FRAUDULENT PURPOSES. USING OUR SERVICE "AS-IS" AND "AS-AVAILABLE" DOES NOT EXEMPT YOU FROM LIABILITY IN SUCH CASES.

B. We make no warranty, or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Marketplace (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site and (iii) whether the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through the Marketplace, will create any warranty or representation not expressly made herein.

C. You acknowledge sole responsibility for and assume all risk arising from your use of the Site or any resources. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; OR UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED THOUSAND NAIRA (100,000.00). THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

25. Force Majeure

We shall not be in breach of any obligations under this Agreement or be responsible for any delay in carrying out our obligations if performance is prevented or delayed wholly or in part as a consequence of force majeure. Force majeure means any circumstance beyond the reasonable control of Cofluenxa including but not limited to acts of war, state or national emergency, strike, rebellion, insurrection, government sanctions, actions of regulatory or supervisory authorities, accident, power failure, internet and communication link failure, fire, earthquake, flood, storm, tornadoes, hurricane, epidemic or pandemic, collapse of buildings, fire, explosion, events of force majeure declared by Us, our partners or service providers involved in the performance of our obligations in this Agreement or any other act of God or any technical failure caused by devices, matters or materials.

26. Breach of These Terms

Without prejudice to our rights under these Terms, if you breach these Terms in any way, we may take such action it deems appropriate to deal with the breach, including suspending your access to our Site, prohibiting you from accessing our Site, or bringing court proceedings against you.

27. Governing Law

These Terms shall be interpreted and governed in accordance with the Laws of the Federal Republic of Nigeria, and you submit to the non-exclusive jurisdiction of the Courts located in Nigeria for the resolution of any dispute.

28. Dispute Resolution

You agree that any disputes or claims that you may have against us will be (except as stated below) finally and exclusively resolved by Mediation. Any election to mediate by one party shall be binding on the other. The Mediation proceeding shall be commenced and conducted under the Arbitration and Mediation Act 2023. Each Party shall individually bear the cost of mediation.

29. Changes to Terms and Conditions

We reserve the right to change, revise or modify these Terms from time to time by updating this page. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. By continuing to use the Site after the changes become effective, you agree to be bound by the revised Terms.

30. Entire Agreement

These Terms constitute the entire agreement between you and us and supersede all prior agreements and understandings. By using our platform, you acknowledge that you have read, understood, and agreed to these Terms.

Contact Us

For complaints or inquiries:
Cofluenxa Limited
[Address in Nigeria]
Email: [email protected]
Phone: [Phone Number]