G-Suite Terms of Service

This G-Suite Service Agreement ("SLA") sets forth the terms and conditions of your use of any Google Inc. (“Google”) hosted services currently known as “G Suite” (formerly known as (“Google Apps for Business”), “Google Vault”, “Google Drive Storage” or any other additional Google Services (as these services may be renamed from time to time).

This agreement is made between WhoGoHost Limited, a limited liability company and the Client who orders WhoGoHost Services. Each of WhoGoHost and Customer referred to as a “Party” and collectively as “Parties” under this Agreement. 

The Agreement applies to the Client's use of the Services and is governed by this G-Suite Terms of Service and is also governed by WhoGoHost General Terms of Service, Privacy Policy and the Terms of your Order which may have additional Product Terms and Conditions that apply to the particular services in your Order as set forth on WhoGoHost Limited's  website, as the same may be modified by WhoGoHost from time to time and all of WhoGoHost’s policies, all herein incorporated by reference and shall be deemed a single agreement (collectively the "Agreement"). WhoGoHost may modify the Agreement and any other applicable Product Terms from time to time in its sole discretion, which modifications will be effective upon posting to WhoGoHost's website. Your use of the Services includes the ability to enter into agreements and make purchases electronically. These Terms will also apply when you use the Service on a trial basis. If, as a result of such a modification, you no longer agree with the terms of this Agreement, your only solution is to cancel your Services with us. Your continued use of the Services following notification of modification in this Agreement indicates your consent to the change. Unless otherwise specified by us, any such modification binds you thirty (30) days after we notify you of the change.

You acknowledge that your electronic approval constitutes your acceptance to the Agreement for each electronic purchase or transaction you enter. WhoGoHost may accept or reject any Order you submit at its sole discretion. WhoGoHost’s provisioning of the Services described in an Order shall be WhoGoHost’s acceptance of the Order.

If you are accepting on behalf of Customer you represent and warrant that:

1. You have the full legal authority to bind your employer or the applicable entity to these terms and conditions;
2. You have read and understood this Agreement and
3. You agree on behalf of the party that you represent to this Agreement. If you do not have the legal authority to bind Customer, please do not "Accept" the G-Suite Terms of Service upon login to your Admin Console. This Agreement governs Customer's access to and use of the Service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE GOOGLE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, ALONG WITH ANY NEW, DIFFERENT OR ADDITIONAL TERMS, CONDITIONS OR POLICIES WHICH COMPANY MAY ESTABLISH FROM TIME TO TIME. YOU MAY VIEW THE LATEST VERSION OF THIS AGREEMENT ONLINE.

In addition, when you use your account or permit someone else to use it to purchase or otherwise acquire access to additional Services or to cancel your Services (even if we were not notified of such authorization), You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with WhoGoHost, whether or not the transactions were on Your behalf, You signify your agreement to the terms and conditions contained in this Agreement.

Definitions

Whenever used in this Agreement, the following capitalized terms shall have the respective meanings specified below:

"Client Data" means all data (including software, text, sound files and Personal Data) and other content that are stored by you or your end-user(s) on the Hosted System or otherwise processed by you or your end-user(s) through your use of the Services.

"Order" means

1. the online order that you submit for services
2. any other order (either in electronic or paper form) provided to you by WhoGoHost that describes the type or types of services you are purchasing, and that is signed by you, either manually or electronically, and
3. your use or provisioning of the Services through the WhoGoHost cloud control panel or through an API.

"Personal Data" means any information that is referred to as personal identifiable information, personal data or personal information (or other like terms) under applicable data protection or privacy law. It includes information that by itself or combined with other information can be used to identify a person.

"Product Terms and Conditions" means the terms and conditions that are incorporated by reference in your Agreement and that state additional terms and conditions for the particular Services you are buying.

"Support" means

1. WhoGoHost employees with training and experience relative to the services will be available ‘live’ by telephone, chat and ticket twenty-four (24) hours per day, seven (7) days per week, all year round, and
2. any additional level of assistance offered by WhoGoHost for the specific Services you are purchasing, and described in the applicable Product Terms and Conditions or Order.

"Business Day" means Monday to Friday, excluding public holidays.

"Business Hour" means 9:00 a.m. – 5:00 p.m. on a Business Day.

"Claims" means any claim, demand, action, suit, cause of action, assessment or reassessment, charge, judgment, debt, liability, expense, cost, damage or loss, direct or indirect, contingent or otherwise, including loss of value, reasonable professional fees, including fees of legal counsel on a solicitor-and-End User basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing.

"Confidential Information" means all non-public technical information and business information, programming, software code, trade secrets, marketing strategies, software, documentation, Client data, financial information and any other information which in the circumstances of its disclosure could reasonably be viewed as confidential. Confidential Information shall not include information that:

1. is or becomes a part of the public domain through no act or omission of the Receiving Party;
2. was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party;
3. is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or
4. is independently developed by the Receiving Party, provided that the foregoing shall not be deemed to permit use or disclosure of information in breach of applicable law.
5. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by it or its employees, mandataries or agents in violation of the terms of this Agreement or applicable law.

"End User" means an individual or legal entity that obtains the Services from the Client.

"End User Licence Agreements" or "EULAs" means the applicable terms of service agreements with WhoGoHost and Third Party Suppliers governing use of the Services, which are provided by WhoGoHost, appear upon first use of each product or are otherwise made accessible by web link or otherwise to the End User.

"Intellectual Property Rights" means all rights protectable by copyright, trademark, patent, industrial design or trade secret and other intellectual property rights under any law including common law.

"Products" means any service of WhoGoHost or third party providers made available through the Hosting Client Program.

"Third Party Suppliers" means third party suppliers of Products included in the G-suite Services.

Agreement

The Services are provided by Google Inc. You acknowledge and agree that your use of the Services is subject to these:

1. Kindly read through the Google Terms of Service located at https://gsuite.google.com/terms/reseller_premier_terms.html. Upon your first log in to the Services and prior to using the Services, you must accept the Terms of Service. The Terms of Service is a contract between you and Google. We will have no liability for the performance of the Services by Google other than as set forth in this Agreement. You are responsible for obtaining and maintaining any consents required from your individual end-users who use the Services to allow us to perform our obligations under the Agreement.

Additional Policies and Agreements

1. Use of this Service is also governed by the following policies, which are incorporated by reference. By using the Services, you also agree to the terms of the following policies.
   1. Privacy Policy
   2. Terms of Service
   3. Refund Policy
2. Additional terms may also apply to certain Services and are incorporated by reference herein as applicable. For example, if you register a domain name with us, then the Domain Registration Agreement will also apply to you and would be incorporated herein.
3. Google may make more Google applications (beyond the Services) such as but not limited to “Google Vault”, “Google Drive Storage” etc available from time to time through the G-Suite control panel for your domain ("Additional Services"). By using or activating such Additional Services, Customer agrees to the additional terms below ("Additional Terms").

Description of service

G-Suite is a cloud-based collaboration software that helps you and your team connect and get work done from anywhere on any device, allowing you to work smarter and focus on what really matters. It is simple to set up, use and manage.

WhoGoHost Responsibilities

WhoGoHost is a G-Suite Reseller Partner and we offer you installation and dedicated support. Whether you are starting a new business, you want to transfer from free trial account for G-Suite to the paid version, or you want to migrate from your existing email system to G-Suite, you can contact us, as we are available to help.

WhoGoHost shall provide to you the Services and Support subject to the terms and conditions of the Agreement but this is dependent on your complete payment for the order before it is provisioned and then WhoGoHost will comply with all laws applicable to its provision of the Services.

Client Responsibilities

1. Client shall comply with applicable law and the terms and conditions of the Agreement
2. Client shall pay WhoGoHost the amounts set out for each order for Services attributed to the client. client shall bear all taxes, duties, levies, and other similar charges (and any related interest and penalties), however, designated or imposed on it as a result of the existence or operation of the Agreement, including any income, sales, or use tax on profits which may be levied against it.
3. The client will conduct himself/herself in a professional manner and will keep up a reputation to deal fairly with its own clients or end-users. Clients will not make any statement or take any action that could reasonably be expected to reflect poorly on the Company or on the reputation of the Company or its products and services.
4. The client will cause its personnel who are responsible for the Client's activities under the Agreement to remain well-informed concerning the company's products and services. Among other things, the client will cause such personnel to review company's web site occasionally to ensure that such personnel are reasonably familiar with the company's product offerings, pricing, promotions and service terms and conditions.
5. Client shall ensure that your Client account information as it appears in the online client account is true, accurate, current and complete
6. Client assumes full responsibility for providing end users with any required disclosure or explanation of the various features of the Client Web site and any goods or services described therein, as well as any rules, terms or conditions of use.

End-User Data

WhoGoHost shall be responsible for and shall follow good industry practices for safeguarding, maintaining the confidentiality of data of Customer and shall comply with all applicable data protection and privacy laws with respect to any data of End Users. Although WhoGoHost may have access to data of Customer using the Products/ Services, WhoGoHost shall do so only to the extent necessary to carry out their responsibilities under this Agreement for no other purpose. Nothing in this Agreement permits either parties or both Parties to disclose or distribute any data of End Users obtained through activities under this Agreement. For greater clarity, WhoGoHost shall not use any data provided by clients or customers about End Users for direct or indirect solicitation, marketing, sales or other promotions for itself, any affiliates or any third parties. Data provided by Customer to WhoGoHost or entered into WhoGoHost systems shall be regarded as a confidential Information of the customer.

Confidentiality

1. A Party receiving Confidential Information (the “Receiving Party”) shall maintain the confidentiality of all Confidential Information of the Party disclosing the Confidential Information (the “Disclosing Party”) and shall not release, disclose, divulge, sell or distribute any Confidential Information, without the prior written consent of the Disclosing Party. The Receiving Party may only use and copy the Disclosing Party’s Confidential Information as is necessary to carry out its activities as stated by this Agreement and for no other purpose. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees on a “need to know basis”, provided that it shall first instruct such employees to maintain the confidentiality thereof. Customer may disclose Confidential Information to End Users to the extent necessary to carry out the intent of this Agreement, but such End-Users shall have entered into an End User Licence Agreement. WhoGoHost may disclose Confidential Information to Third Party Suppliers to the extent necessary for the provision of the Products provided by such Third Party Supplier and compliance with its agreements with such Third Party Suppliers.
2. Disclosure of Confidential Information shall be permitted if such Confidential Information is required to be disclosed by law or by any rule, regulation or order of a person having jurisdiction or pursuant to a final order or judgment of a court of competent jurisdiction, and in such case the Parties will cooperate with one another to attempt, if possible, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to such Confidential Information prior to disclosing such Confidential Information.
3. The Parties acknowledge and agree that any breach of the terms of this Section 6 will cause irreparable harm and damage to the aggrieved party. The Parties further agree that each Party shall be entitled to injunctive relief to prevent breaches of this Section 9 and to specifically enforce the terms and provisions of this Section 6, in addition to any other remedy to which such Party may be entitled, at law or in equity.

Property Rights

1. Company hereby grants to Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of the Agreement, to use Company technology, products and services solely for the purpose of accessing and using the Sitebuilder. Customer may not use the Company’s technology for any purpose other than accessing and using the Sitebuilder. WhoGoHost does not claim ownership of your Content, but you give us your permission to host your Content on our servers. This permission exists only for as long as you continue to use the Service or remain a Customer. Except for the rights expressly granted above, the Agreement does not transfer from Company to Customer any Company technology, and all rights, titles and interests in and to any Company technology shall remain solely with Company. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Company.
2. Company owns all right, title and interest in and to the Program and Company's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Program and the related hardware, software and systems ("Marks"). Noting in this Agreement constitutes a license to Customer to use or resell the Marks.

White Labelling

G-Suite may provide the Products/ Services to End Users through a web portal or online marketplace with G-Suite branding, provided that G-Suite shall be wholly responsible for any trade-marks used for such branding including any claims of infringement of any third party’s trade-marks. G-Suite shall not alter, obscure or remove any branding or trade-marks of Third Party Suppliers of the Products, including standard branding and trade-marks, which display during access or use of the Products through the Products/ Services.

Trade-mark Use

Each Party recognizes WhoGoHost’s, Third Party Suppliers’ and G-Suite ownership and title to their respective trademarks, service marks and trade names whether or not registered (collectively, “Marks”). G-Suite may be provided a limited right to use Marks of Third Party Suppliers (“Supplier Marks”) in connection with promotion and distribution of the Products/ Services and Products. Except for these limited rights, G-Suite may not use Supplier Marks in advertising, promotion, and publicity without the express written consent of WhoGoHost or the Third Party Suppliers, respectively.

Disclaimer of Warranties

WHOGOHOST MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND CONCERNING THE PRODUCTS/ SERVICES, THE PRODUCTS OR THEIR USE, ACCURACY, FUNCTION OR OWNERSHIP AND SHALL NOT BE LIABLE IN ANY MANNER FOR ANY MANNER FOR ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED OR COLLATERAL OR WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE PRODUCT WILL BE ERROR-FREE. CLIENT ACKNOWLEDGES THAT PORTIONS OF THE PRODUCTS/ SERVICES ARE PROVIDED BY THIRD-PARTY SUPPLIERS WHOSE PERFORMANCE IS NOT WARRANTED OR GUARANTEED BY WHOGOHOST. CLIENT SHALL NOT BE AUTHORIZED TO MAKE ANY WARRANTY, REPRESENTATIONS OR WARRANTIES OR CONDITION, WHETHER WRITTEN OR ORAL, ON BEHALF OF WHOGOHOST. CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY WARRANTIES FOR THE SERVICES GIVEN BY CLIENT.

Cancellation; Service Changes

If you cancel the Service, your cancellation will take effect immediately. After cancellation, you will no longer have access to your G-Suite account. For as long as we continue to offer the Service, we will provide and seek to update, improve, and expand the Service. As a result, we allow you to access the Service as it may exist and be available on any given day and have no other obligations, except as expressly stated in these Terms. We may modify (e.g., change data storage or capacity limits), replace, refuse access to, suspend or discontinue the Service, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes are effective upon their posting on our site or by direct communication to you unless otherwise noted.

Refunds

There will be no refunds for all paid G-Suite accounts. If you are dissatisfied with such account service for any reason, please direct requests to [email protected]

More information on refunds: https://www.whogohost.com/tos/refund-policy

At any time during your contract term, you may increase the number of emails (Upgrade) for your service with WhoGoHost. In the event of a service downgrade (decrease the number of emails), there will also be no refunds. Downgrading your account may cause the loss of email accounts. We do not accept any liability for such loss.

Third-Party Services, Software, and Websites; No Implied Endorsement

WhoGoHost is not responsible or liable for any loss or damage incurred as a result of your use of any third party’s service, product, software, content or website (collectively regarded as “Third Party Materials”) whether or not you were linked to or directed to any Third Party Materials through the Site. Third-Party materials such as email, e-commerce and payment services including but not limited to, Quickteller, Cash Envoy, PayPal, and any other payment options, may be subject to the applicable third party terms of service and privacy policy and you are solely responsible for reviewing, agreeing to and complying with any such terms before you use any Third Party Materials. Your use of any Third Party Materials is at your own discretion and risk. If you do not agree to the third party’s terms of service or license agreement, do not download or use the Third Party Materials. Your use of any Third Party Materials obtained through the Service does not transfer to you any rights, title, or interest in or to the Third Party Materials beyond the terms contained in the third party provider's terms of service or license. Any reference on the Site to any Third Party Materials is not an approval or endorsement by us of such Third Party Materials.

Third-Party Payment Processors: WhoGoHost uses third-party payment processors to assist us in securely processing your personally identifiable payment information. Such third party processors make use of your personal information is governed by their respective privacy policies which may or may not contain privacy protections as protective as the WhoGoHost Privacy Notice. Online payments are currently processed and managed using the third party vendors below. We will inform you which payment processors are used when processing your payments.

1. Quickteller - Privacy Policy
2. PayPal - Privacy Policy
3. Rave - Privacy Policy
4. Paystack - Privacy Policy

Term

An initial term will be as indicated on the Service Order (the “Service Term”), provided that such requested Service Term shall not be less than a minimum period of One (1) month.

You agree that the Services shall be provided for the term you selected through the Client portal. Unless you terminate the Services prior to the end of the then-current Services term, you agree that the Services may be renewed for another term of equal duration to the immediately preceding term and that the resulting fees shall be invoiced on your account, except otherwise stated.

You agree to hereby waive any requirement which might otherwise be imposed by law which would require that we obtain your affirmative consent for on-going billings and that your continuing consent to be billed for such renewal(s) may be presumed until such time as you terminate the Services through the Client area portal. You agree that attempts to terminate the Services other than sending an email to us (via a telephone call) are not reliable means of communication and that such a termination attempt shall not be binding until accepted and acknowledged by us.

AT THE END OF THE ACTIVE CONTRACT TERM, AN INVOICE WILL BE GENERATED FOR AN ADDITIONAL CONTRACT TERM UNTIL EXPLICITLY CANCELLED BY YOU, AND YOU WILL BE REQUIRED TO MAKE PAYMENT WITH YOUR PREFERRED PAYMENT METHOD AND YOU WILL BE CHARGED ACCORDINGLY. YOU MAY SEND CANCELLATION REQUESTS BY EMAILING [email protected]

Term

1. WhoGoHost may suspend, terminate or limit your access to the G-Suite Service, in whole or in part, with or without notice in the event that:
   1. You fail to pay any fees due;
   2. You violate this Agreement or any of the Terms of service;
   3. Your conduct may harm WhoGoHost or others (a material breach or security breach) or cause WhoGoHost or others to incur liability as determined by WhoGoHost in our sole discretion; or
   4. You fail to take such actions within a reasonable time after WhoGoHost has provided you with notice of reasonable remedies and actions to take to remove the breach and reinstate the G-Suite Service
   5. As otherwise specified in this Agreement. In such event, WhoGoHost shall not refund to you any fees paid in advance of such termination and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, WhoGoHost may charge you for all fees due for the Services for the remaining portion of the then-current term.
2. Either party may terminate this agreement:
   1. without cause giving at least one month’s notice to the other after expiration or termination of its obligations under the Agreement; or
   2. immediately for cause if the other is in material breach of the Agreement, provided the one who is not complying is given notice and reasonable time to comply.
3. UPON TERMINATION OF THE G-SUITE SERVICE FOR ANY REASON AND THE DISCONTINUED USE OF SERVICE OFFERING UPON NOTICE, WE OR GOOGLE MAY OFFER YOU THE OPTION TO MIGRATE USER CONTENT, INFORMATION, AND OTHER DATA TO A RELATIONSHIP EITHER DIRECTLY WITH GOOGLE, OR WITH ANOTHER SERVICE RESELLER.
4. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.

Support

WhoGoHost employees with training and experience relative to the Services will be available ‘live’ by telephone, chat and ticket twenty-four (24) hours per day, seven (7) days per week, all year round. We will respond to questions and complaints from you relating to your use of the Services. Google will only provide customer support to you in accordance with the Google TOS.

Service Level Agreement

The Terms of Service provides a service level agreement from Google to you. The service level agreement may be updated periodically by Google. In the event of a service level violation by Google, you will only be eligible to receive those remedies set out under the TOS and must request such remedies directly from us.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR GOOGLE MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES AND EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER WE NOR GOOGLE MAKE ANY REPRESENTATION ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES.

No Consequential Damages; Limitation of Liability

WE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. WE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. GOOGLE WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, ARISING FROM OUR DISTRIBUTION AND RESALE OF THE SERVICES.

Indemnities

The TOS provides certain indemnification obligations of Google to you. Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, losses, expenses, and costs (including settlement costs and reasonable attorneys' fees) arising out of an End User's claim concerning refunds for such paid services. You will also indemnify WhoGoHost against third-party claims to the same extent you indemnify Google under the TOS.

Miscellaneous

1. Media Releases: Except for any announcement intended solely for internal distribution by either Party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures, including but not limited to promotional or marketing material, by either Party or its employees, mandataries or agents which includes references to the other Party or the Marks of the other Party shall be coordinated with and approved in writing by such person prior to the release thereof.
2. Independent Contractors: The Parties are independent contractors under this Agreement and nothing in this Agreement shall be construed to create any partnership, joint venture, employment or agency relationship whatsoever as between WhoGoHost and Client. Either Party shall not, by reason of any provision herein contained, be deemed to be the partner, mandatory, agent or legal representative of the other Party nor to have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the other Party.
3. Entire Agreement: This Agreement and the additional policies and agreement stated hereto collectively constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions with respect to the subject matter hereof whether oral or written. In case of a conflict between the Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Client or Company, the terms and conditions of the Agreement shall control. No additional terms or conditions relating to the subject matter of the Agreement shall be effective unless approved in writing by an authorized representative of Client and Company. This Agreement may only be amended, modified or supplemented by a written agreement signed by both of the Parties hereto; provided, however, that these Terms of Service may be modified from time to time by Company at its sole discretion, whereby modifications will be effective upon posting to Company's website.
4. Governing Law & Jurisdiction: This Agreement and any dispute or claim whatsoever relating to it or its formation shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. All disputes, controversies or claims arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act CAP. A18, Laws of the Federation of Nigeria 2004, which Rules are deemed to be incorporated by reference to this clause. The number of arbitrators shall be three, each Party shall appoint an arbitrator within 14 days of service of a notice to refer any such dispute, controversy or claim to arbitration; the seat of the arbitration shall be Lagos, Nigeria, and the language to be used in the arbitral proceedings shall be English.
5. Non-Waiver: No waiver of any of the provisions of this Agreement is binding unless it is in writing and signed by the Party entitled to grant the waiver. The failure of either Party to exercise any right, power or option given hereunder or to insist upon the strict compliance with the terms and conditions hereof by the other Party shall not constitute a waiver of the terms and conditions of this Agreement with respect to that or any other or subsequent breach thereof nor a waiver by either Party of its rights at any time thereafter to require strict compliance with all terms and conditions hereof including the terms or conditions with respect to which the other Party has failed to exercise such right, power or option.
6. Force Majeure: Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including but not limited to, action by a governmental authority, moratorium on any activities related to this Agreement, labour dispute, any act of nature, any acts of the common enemy, the elements, flood, earthquake, fire, lightning, epidemic, war, riot, civil disturbance, sabotage, adverse weather conditions, terrorism, embargo, third party carriers or suppliers force majeure, act or failure to act of any Governmental authority, computer viruses or worms, computer sabotage, ‘Denial of Service’ attacks, DNS spoofing attacks and/or other hacking attacks of a similar nature, failures or delay in transportation or communications, or any act or failure to act by the other Party or such other Party's employees, mandataries, agents or contractors; provided, however, that lack of funds and a lack of reasonable disaster recovery plans and safeguards shall not be deemed to be a reason beyond a Party's reasonable control. The Parties will promptly inform and consult with each other as to any of the above causes which in their judgement may or could be the cause of a delay in the performance of this Agreement.
7. Successors and Assigns: A Party may not assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld. This Agreement shall enure to the benefit of and be binding upon WhoGoHost and Client and their respective legal successors and permitted assigns.
8. Survival. All obligations of WhoGoHost and Client which expressly or by their nature survive expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding such expiration or termination and until they are satisfied or by their nature expire.
9. Notice. Any notice given under this Agreement shall be in writing and given by manually delivering it or sent by telecopy, fax or other similar means of communication. Any such notice shall be effective upon receipt unless received on a day which is not a Business Day in which event it shall be deemed to be received on the next Business Day. Either Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address. upon the expiration of five days after the date of posting, if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of the Agreement by notice in writing to the other party as provided herein. Company may give written notice to Client via e-mail to the Client’s e-mail address as maintained in the Company’s billing records
10. Cumulative Rights. The rights of each Party hereunder are cumulative and no exercise or enforcement by a Party of any right or remedy hereunder shall preclude the exercise or enforcement by such Party of any other right or remedy hereunder or which such Party is otherwise entitled by law to enforce.
11. No Third-Party Beneficiaries. Except as otherwise expressly provided in the Agreement, nothing in the Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Client acknowledges and agrees that Google, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in the Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of the Agreement with respect to its products or services against Client as if it were a party to the Agreement.
12. Additional Remedies. Client acknowledges that an act of Client in violation of WhoGoHost’s rights in the Products may cause irreparable damage to WhoGoHost, for which money damages may not be an adequate remedy. Accordingly, if Client acts, fails to act, or attempts to act in violation of WhoGoHost’s rights in the Software, then in addition to all WhoGoHost’s other rights and remedies under this Agreement, WhoGoHost shall have the right to apply for interlocutory and permanent injunctive relief seeking to enjoin such action or failure to act.
13. Further Assurances. The Parties agree to do or cause to be done all acts or things necessary to implement and carry into effect this Agreement to its full extent.
14. Severability. If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other Parties or circumstances.
15. Counterparts. This Agreement may be executed by the Parties in separate counterparts of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
16. Language. The Parties have requested that this Agreement, together with any schedule, notice or other related documents, be drawn up in the English language only.