EULA - End User License Agreement

EFFECTIVE DATE 12/01/2012, UPDATED 11/03/2015
You may use the SMSgo applications, software and services only on the condition that you agree to abide by the following terms.
BY INSTALLING OR USING OUR SOFTWARE, YOU ARE AGREEING ELECTRONICALLY TO THE TERMS OF THIS SOFTWARE END USER AGREEMENT (THE “AGREEMENT” or “LICENSE”). If you do not agree, do not install, copy or use the Software.

  1. SOFTWARE. This Agreement and the supplemental terms below applies to the software, applications, services and any updates for SMSgo (the “Software”). The specific components of the Software are listed in Appendix 1, below. The Software is provided by SecureCodes Software, its affiliates and suppliers (“we” or “us”). We may discontinue or change any feature of the Software at any time and without notice. In this Agreement, we use the term “you” or “your” to mean you as an individual or such entity in whose behalf you act, if any, and we use the term “SMSgo” to mean the SMSgo service.
  2. OWNERSHIP. This is a license of the Software and not a sale. The Software and any content and services provided with the Software is protected by copyright and other intellectual property laws and by international treaties. We and our suppliers own all rights in the Software. Your rights to use the Software are specified in this Agreement and we retain and reserve all rights not expressly granted to you.
  3. LICENSE. Provided that you comply with the terms of this Agreement, we grant you a personal, unlimited, non-exclusive and non-transferable license to install and use the Software for personal and internal business purposes. This license does not entitle you to receive from us hard-copy documentation, or telephone assistance.
  4. RESTRICTIONS. You may not: (i) make any copies of the Software other than an archival copy, (ii) modify or create any derivative works of the Software or documentation; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Software, or in any way ascertain, decipher, or obtain the communications protocols for accessing our networks; (iv) copy, reproduce, reuse in another product or service, modify, alter, or display in any manner any Javascript or HTML files, or parts thereof, included in the Software; (v) use the Software to develop software or services that access the address space of the Software or that intercept the proxy; (vi) attempt to gain unauthorized access to any our or our suppliers’ and distributors’ services, accounts, computer systems or networks associated with the Software; (vii) rent, lend, lease, sublicense or otherwise transfer rights to the Software; (viii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; (ix) block, disable, or otherwise effect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute an integral part of the Software; (x) incorporate, integrate or otherwise include the Software or any portion thereof (including the communications protocols) into any software, program or product that communicates, accesses, or otherwise connects with our services or that interconnects any of our services with any other instant messaging or other online service; (xi) use any of our services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them; (xii) use the Software in any way that violates this Agreement or any law; (xiii) use the Software in any way that violates the rights of any third party; (xiv) use the Software in any way to transmit, directly or indirectly, any unsolicited bulk communications (such e-mails, voice, photos, video, chat or instant messages); or (xv) attempt to modify the software to access features for which you are not licensed, (xvi) authorize or assist any third party to do any of the things described in this paragraph.
  5. REGISTRATION. Use of SMSgo requires registration. Please go to www.smsgo.com.ng and download SMSgo app, then, install the app and register for a user account.
  6. ACCESS. You must provide at your own expense the device, Internet connections or wireless devices to access and use SMSgo. We do not guarantee that SMSgo can be accessed through all wireless devices or wireless service plans. We do not guarantee that SMSgo will work in all geographic locations. You acknowledge that when you use SMSgo, your wireless carrier may charge you standard fees for data, messaging and other wireless access. Check with your carrier to verify whether there are any such fees that may apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR THROUGH USING SMSgo.
  7. YOUR RESPONSIBILITIES. You are responsible for: (a) all activities that occur under your account; (b)maintaining the confidentiality of any Screen Name, passwords, License Keys or log-in credentials; (c) taking reasonable steps to prevent unauthorized access to confidential information stored in your computer; and (d) complying with this agreement and with any and all applicable laws. You are solely responsible for the content you upload or otherwise provide (including any personal information you choose to submit or share using the Software, such as disclosing your home address and the home address of others) and the consequences of sharing or publishing such content with others and/or the general public. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY CONTACT OR INTERACTION THAT OCCURS BETWEEN YOU AND ANY OTHER USER OF THE SOFTWARE AND SMSGO SERVICE AND THAT THE ENTIRE RISK FALLS ON YOU.  We cannot be responsible for what happens if your account information (such as stored Screen Names and passwords) becomes known to someone else.
  8. SUGGESTIONS. You agree that we may, without limitation and for no compensation, use in any manner all comments, suggestions, complaints and other feedback you provide relating to the Software.
  9. YOUR REPRESENTATIONS. You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Software only for lawful purposes and that you will not violate the terms of this Agreement.
  10. AUTOMATED UPDATES. We may, but we are under no obligation, to provide update, patches and fixes (“Updates”). You may be given the opportunity to choose whether you want all Updates delivered automatically or you would prefer to be notified when a new Update is ready to be installed, or we make such Updates available for download. You authorize us to deliver automatically any Update if we believe it is necessary to provide for the continued functionality of the Software. Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms at the time of download or installation.
  11. PERFORMANCE AND USAGE INFORMATION.  SMSgo’s collection and use of Personally Identifiable Information from your Devices is described (and limited) by SMSgo’s Privacy Policy.
  12. THIRD PARTY OFFERINGS. You may only use third-party plug-ins or applications authorized by us for use with the Software. You use such third-party applications at your own risk. We make no representations or warranties, express or implied, regarding the third party applications. We have no obligation to correct errors or provide Updates for third party applications.
  13. TERMINATION. This agreement automatically terminates if you fail to comply with the terms hereof or if you attempt to assign the agreement or transfer the software to a third party except as expressly permitted in this agreement. Upon termination, you must stop all use of the software and must destroy all copies of the Software that are in your possession. All provisions of this Agreement, except for the license grant in Section 3 above, survive the termination of this Agreement. We may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within our computer or communications networks.
  14. INJUNCTIVE RELIEF. You agree that your breach or threatened breach of this Agreement will cause us irreparable damage for which recovery of money damages would be inadequate and that we, therefore, may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
  15. DISCLAIMER OF WARRANTY. WE LICENSE THE SOFTWARE “AS IS” AND WITH ALL FAULTS. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND COST OF ANY SERVICE AND REPAIR IS WITH YOU.  WE, OUR SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT OR ACCURACY, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. WE, OUR SUPPLIERS AND DISTRIBUTORS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE SOFTWARE.  IF ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN SUCH IMPLIED WARRANTY IS LIMITED TO 30 DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR OUR AUTHORIZED DISTRIBUTOR.
  16. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENT, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, AGENTS OR DISTRIBUTORS (COLLECTIVELY, “SMSGO”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, THE SMSGO’S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR SOFTWARE PRODUCT, AS DETERMINED AT SMSGO’S SOLE DISCRETION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. SMSGO IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
  17. NO SUPPORT OR UPGRADE OBLIGATIONS. We, our suppliers and distributors are not obligated to create or provide any support, corrections, updates, upgrades, bug fixes and/or enhancements of the Software to users who have not paid for a support plan.
  18. IMPORT/EXPORT CONTROL. The Software is subject to export and import laws, regulations, rules and orders of the Nigeria and foreign nations. You must comply with these laws that apply to the Software. You may not directly or indirectly export, re-export, transfer, or release the Software, any other commodities, software or technology received from us, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government.
  19. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems (“High Risk Activities”). ACCORDINGLY, WE AND OUR SUPPLIERS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT SMSGO WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE SOFTWARE IN SUCH APPLICATIONS.
  20. GOVERNING LAW; ARBITRATION. The laws of the Federal Republic of Nigeria, excluding its conflicts-of-law rules, shall govern all matters relating to this Agreement and use of the SMSgo Services. The United Nations Convention on contracts for the international sale of goods is expressly disclaimed. Any controversy or dispute arising out of this Agreement, the interpretation of any provision hereof, or the action or inaction of any party hereto shall be submitted to arbitration in Nigeria, in accordance with the International Arbitration Rules of the American Arbitration Association (the "AAA International Rules") then in effect, conducted by one arbitrator either mutually agreed upon by the parties to this Agreement or chosen in accordance with the AAA International Rules. Each party shall have no longer than three (3) days to present its position. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is resolved. Either party also may, without waiving any remedy under this Agreement, seek any interim or provisional relief that is necessary to protect the rights or property of that party pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy) and for the purposes of seeking such interim relief User shall consent to the exclusive jurisdiction of the courts of Nigeria. The successful party to the arbitration or any litigation relating to this Agreement or the SMS Services shall be entitled to an award for reasonable costs and attorney's fees, as determined by the arbitrators. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. The parties agree that the arbitrator shall have the power to award damages and injunctive relief.
  21. ELECTRONIC NOTICES. YOU AGREE TO THIS LICENSE ELECTRONICALLY. YOU AUTHORIZE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE SOFTWARE (“NOTICES”) IN ELECTRONIC FORM. WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEB OR MOBILE PAGE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Software. As long as you are able to access the Internet using the Software, you will be able to receive electronic notices from us.
  22. INDEMNIFICATION. Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, suppliers and agents and distributors from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of SMSgo and/or the Software. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
  23. ENTIRE AGREEMENT. This Agreement and any supplemental terms constitutes the entire agreement between you and us concerning the subject matter of this Agreement, which may only be modified by us.
  24. GENERAL TERMS. (a) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (b) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties’ original intent, and the remaining portions remain in full force and effect, or we may at our option terminate this Agreement. (c) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. (d) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (e) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. We may assign this Agreement to any entity at its sole discretion and without notice to you. (f) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (g) Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
  25. USER OUTSIDE THE NIGERIA. If you are using the Software outside the Nigeria, then the provisions of this Section shall apply: (i) Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattaché, soient redigés en langue anglaise.  (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable; and (iii) if the laws applicable to your use of the Software would prohibit the enforceability of this Agreement, or impose any additional burdens on SMSGO, or confer any rights to you that are materially different from the terms and conditions of this Agreement, then you are not authorized to use the Software and you agree to remove it from your computer.

APPENDIX 1
Components of the Software:

  1. SMSgo Installer
  2. SMSgo Harmony
  3. SMSgo Essence
  4. SMSgo Aspire
  5. SMSgo Escalade
  6. SMSgo Pavillon
  7. SMSgo WebApp
  8. SMSgo Plugin