Terms of service

PERIME TERMS AND CONDITIONS OF USE

1. INTRODUCTION

1.1 Forcythe Limited owns, operates and manages Perime, a platform that seamlessly connects users with the pulse of their local community, offering a curated selection of events, venues, people and social experiences tailored to users’ interest, while empowering business to thrive through increased visibility and engagement. These Terms and Conditions ("Terms" or “Terms of Use”) govern your use of our Perime platform and our services on it (the “Platform”).

1.2 In this Terms, reference to “we”, “us”, “our” or “Forcythe” refers to Forcythe Limited, while ‘user’, ‘you’ or ‘your’ refers to you and every person or entity who visits, uses or accesses our Platform, or who is registered on our Platform for the purpose of accessing any of the services offered on the Platform.

1.3 Consent: These Terms apply to you and regulate your access and use of our Platform. By using or accessing any of our Platform, you represent that you have read and understood these Terms and you agree to be bound by these Terms as may be amended, modified or updated from time to time. However, if you do not agree to all the terms and conditions of these Terms, do not use or access our Platform and exit our Platform immediately. This Agreement becomes effective when you accept it (by clicking the "Agree" icon) and continues until you deactivate your account, or it is terminated or suspended by us. If you are using our Platform on behalf of a legal entity, you agree that you have the requisite authority, and these Terms shall be binding on both you and the legal entity that you represent.

1.4 Capacity and Age: You must be at least 18 (eighteen) years old to access and use our Platform; by using our Platform or agreeing to these Terms of Use, you represent and warrant us that you are at least 18 years of age. As a corporation, you represent that you are legally incorporated according to the laws of your place of incorporation.

1.5 Non-Violation of Laws/Regulations: You agree that your use of the Platform does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.

1.6 Data Privacy: At Forcythe, we are committed to managing your Personal Information in line with applicable law (in force) and global industry best practices. You can read our Privacy Policy to understand how we protect and use your information.

2. CREATING AND MANAGING YOUR PERIME ACCOUNT

2.1 In order to access any Product on our Platform, you must create an account ("User Account"). To do this, you will have to complete and submit to us the appropriate online form and user information like name, email address, username, and such other information as we may request from time to time. You represent that the information you provide us with from time to time is truthful, accurate, current and complete; and you agree not to misrepresent your identity or information. Where there is any change in the information, you agree to notify us by updating your Account.

2.2 Security of Password: In creating an account on our Platform, you will be required to provide a username and password. Please note that you are fully and solely responsible for the use of your password and your account, and you must always keep your password confidential. You must not share your password with any third party or allow another person to access your account or take any action on the Platform by using your password. For a business account, please limit the exposure of the login details to only the authorized personnel of the business. Kindly notify us immediately if you have any reason to believe that your username or password has been lost or compromised or misused in any way. Also, you must immediately report any unauthorized or suspicious activity in your account.

2.3 By providing your password/login details, all activities on your account shall be deemed as activities carried out by you as the registered account holder. Do not allow others to use your account on your behalf.

2.4 You may only open one account unless we have agreed in writing about your opening of additional accounts. We may refuse the creation of duplicate accounts for the same user. Where duplicate accounts are detected, we may close or merge these duplicate accounts at our sole discretion.

3. SERVICES PROVIDED ON YOUR PERIME ACCOUNT

3.1 You understand and agree that the following are the features that are accessible to you by creating an account on our Platform:

a. Our Platform allows you to advertise and sell tickets for your own events to other users on the Platform.

b. Our Platform allows you to discover events around you and enables you to register or purchase tickets for such events.

c. Our Platform allows you to list venues including halls, restaurants, lounges, clubs, museums etc, for bookings/rentals and for managing reservations.

d. Our Platform allows you to make reservations and/or book listed venues.

e. Our Platform allows you to socialize with other registered users on the Platform.

4. TERMS OF USE FOR LISTING EVENTS AND VENUES AND FOR BOOKINGS AND PURCHASING TICKETS

4.1. You acknowledge and agree that:

a. We provide a platform for you as a registered user to sell products (as a “Vendor”) subject to the Vendors Onboarding Terms and Conditions, or to register for events and/or purchase tickets or make bookings/reservations for listed venues (as a “Buyer”). For the purpose of this section, sale of products shall mean listing of events and sale of tickets as well as listing of venues for bookings/rental.

b. We shall accept binding sales on behalf of Vendors, but we are not a party to the transaction between the Vendor and the Buyer; that means that we are not in any way responsible for the fulfilment of any purchases or bookings made on the Platform.

c. A contract for the sale and purchase of tickets or booking of venues will come into force between the Vendor and the Buyer and accordingly, you commit to buying/booking or selling/letting the relevant product or products upon the Vendor’s confirmation of the purchase/booking via the Platform and payment.

4.2. Subject to these Terms, each Vendor’s terms of business shall govern the contract between the Buyer and the Vendor. Notwithstanding this, the following provisions shall also govern the contract between the Buyer and the Vendor:

a. the price for a product shall be as stated in the relevant product listing.

b. the price for the product must include all taxes and comply with applicable laws in force from time to time.

c. products shall be of satisfactory quality, fit and safe for any purpose specified in and shall conform in all respects with the product listing and any other description of the products supplied or made available by the Vendor to the Buyer; and

d. the Vendor warrants that the Vendor has good title to and is the sole legal and beneficial owner of the products and/or has the right to supply the products pursuant to this Terms and that the products are not subject to any third-party rights or restrictions including in respect of third-party intellectual property rights and/or any criminal insolvency or tax investigation or proceedings.

4.3. Payments

You must make payments for goods purchased due under these general terms and conditions in accordance with the payment guidelines on the Platform.

5. RULES ABOUT CONTENT AND SOCIAL INTERACTION ON THE PLATFORM

5.1. Content Description: Content on the Platform shall be divided into ‘User Contents’ and ‘Our Contents’.

a. User Contents (“Your Contents”) shall include all works and materials (including without limitation, text, graphics, images, audio materials, video materials, audio-visual materials, scripts, software, and files) that you submit to us or our Platform for storage or publication, processing or onward transmission, and all communications between users on the Platform.

b. Our Content shall include text, data, information, files, documents, software, scripts, layout, design, function, aesthetics, graphics, images, audio, videos, audio-visual combinations, links, electronic art, animations, interactive features, and any other materials and data formatted, organized and collected in a variety of forms that are generally accessible to users on the Platform.

5.2. User Content Regulation

5.2.1. Your Contents must be appropriate, civil, and tasteful and must be in accordance with generally accepted standards of behavior on the internet and must not:

a. be offensive, obscene, indecent, pornographic, lewd, suggestive, or sexually explicit.

b. depict violence in an explicit graphic or gratuitous manner; or

c. be blasphemous, in breach of racial or religious hatred or discrimination legislation.

d. be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory, or inflammatory.

e. cause annoyance, inconvenience, or needless anxiety to any person; or

f. constitute spam.

5.2.2. Your User Content must not be illegal or unlawful, infringe any person's legal rights or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

5.2.3. Your content must not infringe or breach any court order or any intellectual property belonging to a third party.

5.2.4. You must not use our Platform to link to any website or web page consisting of or containing materials that would, were they posted on our Platform, breach the provisions of these Terms.

5.2.5. You must not submit to our Platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaints.

5.2.6. You acknowledge that all users of the Platform are solely responsible for interactions with other users, and you shall exercise caution and good judgment in your communications with other users on the Platform. You shall not send them personal or sensitive information including your payment card details.

5.2.7. We may periodically review your content and we reserve the right to remove any content at our discretion for any reason whatsoever.

5.2.8. If you learn of any unlawful material or activity on our Platform or any material or activity that breaches these Terms, you may inform us by contacting us here.

Our Rights to use User Content

5.3. Proprietary Rights of Our Content

5.3.1. We, together with our licensors, are the owner of all the intellectual property rights in the Platform and the Other Content, whether publicly posted or privately transmitted. Nothing in this Terms shall create any transfer of intellectual property right belonging to us or our licensors without our express written consent.

5.3.2. Except as specifically permitted herein, you shall not copy, reproduce, republish, upload, post, transmit, modify, transfer, assign, gift, create an alternate database, sell, decompile or replicate the whole or part of or distribute, or use for any purpose (other than personal, non-commercial use) the Platform or its Content (except Your Content) or any part of it in any way, including by e-mail or other electronic means, without our prior consent or our licensors.

5.3.3. Except expressly permitted by us, you must not:

a. remove any copyright, trademark, or other proprietary notices from any portion of the Platform.

b. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform except as expressly permitted by us.

c. decompile, reverse engineer or disassemble the Platform (or any part thereof) except as may be permitted by applicable law.

d. link to, mirror, or frame any portion of the Platform.

e. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; or

f. attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks.

5.3.4. If you believe that any content on the Platform infringes upon your copyrights, please contact us.

5.4. Your Use of The Platform

5.4.1. The Content of this Platform is solely for your information and personal use, as intended through the functionality of the services and permitted under these Terms. As such, you may view pages; stream (and where applicable view) audio and/or video files; print pages; or download pages from the Platform where it is expressly indicated.

5.4.2. Subject to your compliance with the Terms, the Privacy Policy, and other applicable policies of the Platform, we give you a royalty-free, revocable, non-exclusive right to access and use Platform. This right is non-transferable and cannot be sub-licensed. This license is automatically revoked if we cancel or suspend your right to access the Platform.

5.4.3. You shall use the Platform only for purposes that are legal, proper and in accordance with the Terms, Policy, and any applicable law, rules or regulations, and anti-discrimination laws or regulations and any applicable foreign laws, and you agree to be solely responsible for the knowledge of and adherence to any and/or all laws, statutes, rules and regulations pertaining to your use of the Platform, any networks or other services connected to the Platform, and the communication means by which you connect your modem, computer, or other equipment to the Platform.

5.4.4. You understand that you are responsible for your own conduct while using the Platform and your interactions with other users of the Platform both within the Platform and outside of the Platform and for any consequences thereof. We expressly disclaim any responsibility for interactions, loss, or liabilities between users or between you and any third party outside of the Platform.

5.5. Restrictions on the use of the Platform

5.5.1. As earlier stated in the foregoing section. the content of this Platform is solely for your information and use, as intended through the provided functionality of the Platform and permitted under this Terms of Use. As such, you:

a. shall not use our Platform in any way or take any action that causes or may cause damage to the Platform, or impair the performance, availability, or accessibility of the Platform;

b. shall not use our Platform in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity or in any way that breaches any applicable law or regulations;

c. shall not circumvent, disable or otherwise interfere with security-related features of the Platform; including security features that prevent or restrict the use or copying of any content.

d. shall not conduct any systematic or automated data collection activities (such as data extraction, scrapping, data mining, or data harvesting) on or in relation to our Platform without our express written consent;

e. shall not use data collected from our Platform for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing, or direct mailing).

f. shall not alter, remove, or falsify any Content, attributions, or other proprietary designations of origin or source of any Content appearing on the Platform.

g. access or interact with the Platform using a robot, spider, or other automated means except for the purpose of the search engine;

h. shall not use the Platform in any way to create liability, or in any way that causes us to lose the services of our service providers or expose us to regulatory sanction.

i. restrict or inhibit any other users from using and enjoying the features of the Platform.

j. shall not download any Content on the Platform unless you see a “download” or similar link displayed by us on the Platform for such content, or unless we permit you to do so.

k. Shall not post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, state, national, or international law.

l. not to transmit, distribute, introduce or otherwise make available in any manner through the Platform, any computer virus, keyloggers, malware, spyware, worms, Trojan horses, time bombs, or other malicious or harmful code (collectively, “Harmful Code”) or to do any act capable of disrupting the operation of the Platform; Please note that we do not have an obligation to detect the presence of Harmful Code. Please note that if you download any Content from the Platform, you do so at your own risk.

m. not use the Platform in any manner that could damage, disable or impair our services or networks.

n. not attempt to gain unauthorized access to the Platform or any user accounts or computer systems or networks, through hacking, password mining, or any other unlawful means.

6. ACCESSING OUR SERVICES

6.1. We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue, or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Platform.

6.2. If you have granted permission to a third party to access your account, we may refuse access to that third party if we are concerned about unauthorized or fraudulent access by that third party. We will give you notice if we do this, either before or immediately after we refuse access unless notifying you would be unlawful or compromise our reasonable security measures.

7. DISCLAIMER

7.1. Your use of the Platform is at your sole risk and the Platform is provided to you on an ‘AS IS’ and ‘AS AVAILABLE’ basis. You, therefore, agree to evaluate, seek independent advice, and bear all risks associated with the use of the Platform.

7.2. We do not warrant that access to the Platform will be uninterrupted or error-free, or that defects, if any, will be corrected within any specific timeframe. Also, we do not:

a. make any representations about the accuracy, standard, reliability, currency, quality, completeness, usefulness, performance, security, or suitability of the Platform.

b. warrant that the platform is free of viruses or other harmful components. Please note that you are solely responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your login credentials. It is your responsibility to install or download sufficient software or hardware protection for your device or computer.

c. assume any responsibility for any loss, damages, or liabilities arising from the failure of any telecommunications or IT infrastructure, or the internet or for your misuse of any advice, ideas, information, instructions, or guidelines accessed through the Platform. It is your responsibility to install or download sufficient software or hardware protection for your device or computer.

7.3. We will not be liable for any damages (including, without limitation, damages for any consequential and inconsequential loss) howsoever arising and whether in contract, tort, or otherwise from the use of or inability to use our Platform or any of its content and materials, or from any action or omission taken as a result of using the Platform or any such content.

7.4. All liability is excluded to the fullest extent permitted by the applicable law including any implied terms as the content of this Platform “as is” without warranties of any kind. To the fullest extent permissible pursuant to applicable law, we, our affiliates, and any person associated with us and our affiliates, disclaim all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement of intellectual property or other violation of rights. You therefore agree to evaluate, seek independent advice and bear all risks associated with the use of the Platform.

7.5. We reserve the right to change, revise or update any or the Contents of this Platform at any time without notice to you.

7.6. No information, whether oral or written obtained on this Platform shall be construed as advice or consultation by Forcythe Limited.

8. ALERTS, NOTIFICATIONS AND SERVICE COMMUNICATIONS

By creating a User Account, you automatically sign up for various types of alerts via e-mail and mobile notification. We will never include your password in these communications, but we may include your name, or email address and information about your account if you are a User. Anyone with access to your e-mail or mobile device will be able to view these alerts. You may unsubscribe from marketing-oriented emails at any time.

9. THIRD-PARTY LINKS AND WEBSITES

Our Platform may contain links or connections to third-party websites or services that are not owned or operated by us or our third-party service providers or licensors. We provide such links and connections for your reference only. We do not control such third-party websites or services and are not responsible for their availability or content. Our inclusion of such links and connections does not imply our endorsement of such third-party websites or services or any association with their owners or operators. We assume no liability whatsoever for any such third-party websites or services or any content, features, products, or practices of such third-party websites or services. Your access and use of such third-party websites and services are subject to applicable third-party terms and conditions and privacy policies. We therefore advise you to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

10. LIMITATION OF LIABILITY

10.1. We and our subsidiaries, affiliates, officers, directors, agents, or employees are not liable to you or any other person for any punitive, exemplary, consequential, incidental, indirect, or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Platform, whether under breach of contract, tort, negligence, strict liability, malpractice, any other legal or equitable theory or otherwise, even if we have been advised of the possibility of such damages. You hereby release us and hold us and our parent company, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Platform. You waive the provisions of any law limiting or prohibiting a general release.

10.2. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked platforms or otherwise by third parties other than us and received through the Platforms.

10.3. Without prejudice to the limitation of liability above, in the event of any problem with the Platform or any of the services on the Platform, you agree that your sole and exclusive remedy is to cease using the Platform. Under no circumstances shall we or our subsidiaries, affiliates, officers, directors, agents, or employees be liable in any way for your use of our Platform Services, including, but not limited to, any errors or omissions in the Platform, downtime, any infringement by the Platform of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Platform.

10.4. Without prejudice to the limitation of liability above, if Forcythe is found by a court of competent jurisdiction or by the applicable regulator to be in breach of their obligations to you under these Terms, our liability shall not exceed the amount you paid the Vendor for products or amount of the transaction on our Platform which forms the subject of the Judgment.

10.5. You specifically acknowledge and agree that Forcythe Limited is not liable for any defamatory, offensive, fraudulent, or otherwise illegal conduct of any other user. If, however, you have any complaints regarding any user, you may reach out to us at userpolicy@perime.co

11. INDEMNIFICATION

11.1. Without limiting the generality or effect of other provisions of this Terms of Use, you agree to indemnify, hold harmless, and defend us and our subsidiaries, affiliates, officers, directors, affiliates, agents and employees, parent companies, (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by us or any other indemnified party in connection with any third party claims arising out of: (i) your negligent use of the Platform or any part of it; (ii) your failure to comply with any applicable laws and regulations; (iii) your breach of any obligations set forth in this Terms of Use or our Privacy Policy; or (iv) any tax liability that we may incur in relation to any service on the Platform where such liability arises from your failure to pay, withhold, declare or register to pay any such tax properly.

11.2. This indemnity obligation shall survive these Terms of Use and your use of the Platform. We reserve the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defense.

12. CONFIDENTIALITY

12.1. You undertake that all communication, content, verification reports, intellectual property or other information, and materials on the Platform, either marked ‘confidential’ or is by its nature intended to be for your knowledge alone, shall be kept confidential unless or until you can reasonably demonstrate that such communication, information, and material is, or part of it is, in the public domain through no fault of yours. Furthermore, any communication, content, intellectual property, or other information, and materials you obtain in terms of or arising from the use of this Platform shall be treated as confidential and shall not be divulged or permitted to be divulged to third parties, without our prior written consent.

12.2. Please note that all obligations relating to Confidential Information under this Terms of Use will continue after termination of the use of our Platform, and termination of access rights hereunder.

13. BREACH OF TERMS AND CONDITIONS

13.1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we shall:

a. send you one or more formal warnings in writing to this effect.

b. temporarily suspend your access to our Platform.

c. permanently prohibit you from accessing our Platform.

d. block your access to the Platform.

e. commence legal action against you, whether for breach of contract or otherwise; and/or

f. suspend or delete your account on our Platform.

13.2. Where we suspend or prohibit or block your access to our Platform or a part of our Platform, you must not take any action to circumvent such suspension or prohibition, or blocking (including without limitation, creating and/or using a different account).

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Terms of Use and all disputes and matters arising from the Platform (or its use) shall be governed by the laws of the Federal Republic of Nigeria.

14.2. In the event of a controversy, claim or dispute arising out of or relating to this Terms of Use, the Parties shall attempt in good faith to resolve the controversy, claim or dispute promptly by negotiation between the parties or their authorized representatives. You shall, before exploring any other remedy in law, notify us of the dispute or complaint through the contact details below. Any dispute arising out of this Terms & Conditions, which cannot be settled, by mutual agreement/negotiation within 30 days, shall be referred to Mediation at the Multi-Door Courthouse (“MDC”) (of the respective States in Nigeria and the Mediator shall be appointed by both of us (we and you). Where both of us are unable to agree on the choice of a Mediator, the choice of Mediator shall be referred to the MDC. The awards or decisions of MDC shall be binding on both of us. Each of us shall bear our respective costs in connection with the mediation.

15. MISCELLANEOUS

15.1. Severance: If any provision of this Terms of Use is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from this Terms of Use and rendered ineffective as far as possible without modifying the remaining provisions of this Terms of Use, and shall not in any way affect any other circumstances of or the validity or enforcement of this Terms of Use.

15.2. Waiver: Failure to insist on the performance of any of the terms of this Terms of Use will not operate as a waiver of any subsequent default. No waiver by us of any right under this Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

15.3. Assignment: You shall not assign, novate, transfer, sub-contract, or delegate your rights or obligations hereunder, in whole or in part except with our written consent. You agree that we may assign, novate, transfer, sub-contract, or deal in any way with our rights and obligations in this Terms.

15.4. Bindingness: This Terms of Use shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this Terms of Use and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

15.5. Review of Terms of Use: We may, at our sole discretion, review, revise, and/or update this Terms of Use on the Platform at any time. Notice of any such change in the Terms will be published on the homepages of the Platform or sent to you via email (if you are a registered user) and such updates or modifications shall become effective immediately upon such notification. If you object to any of the changes to the Terms, please do not use or access the Platform and uninstall it immediately. The most current version of the Terms of Use can be accessed at any time by selecting the Terms of Use link at the bottom of the home page for the Platform.

16. TERMINATION/SUSPENSION

16.1. In the event of any breach of this Terms of Use, we shall have the right to suspend or terminate all or a portion of the services to you at our discretion or restrict your access to the Platform. We reserve the right to revoke, terminate or suspend any privileges associated with accessing the Platform for any reason (including regulatory instruction) or for no reason whatsoever. You agree that we shall not be liable to you or any third party for any termination or suspension of your access to the Platform.

16.2. If you wish to close your account, you may do so by deactivating the account via the settings panel of the Platform. Unless otherwise specified and agreed, you shall remain obligated to pay all outstanding payments, if any, relating to your use of the Platform prior to such closure request.

16.3. You agree that even after you close your account, you will continue to be responsible for all obligations related to your Account which are existing prior to or at the time of the closure.

[AGREE] [DISAGREE]