Terms of Service

In these Terms:

• “Ozmek”, “we”, “us” means Ozmek Technologies LTD, a company incorporated in the Federal Republic of Nigeria, and its successors and assigns.
• “Service” means the VoterAI platform, websites, web and mobile applications, APIs, messaging tools, analytics, reports and all related services we provide.
• “Customer”, “you” means the candidate, campaign, political organisation or other entity that opens a workspace, and every individual who accesses the Service under that workspace.
• “Workspace” means the campaign account opened on the Service, including its contests, team members and settings.
• “Team Member” means any administrator, campaign director general, campaign manager, supervisor, canvasser, polling unit agent or other person invited to or registered under a Workspace.
• “Voter Data” means all information relating to voters, electors, supporters, contacts or members of the public that is uploaded, imported, entered, collected, captured, generated, enriched or derived through the Service, including voter registers, contact details, canvass outcomes, pledges, notes, field intelligence, geographic tags, messaging history and any analytics, scores or reports produced from them.
• “Fees” means subscription charges, messaging wallet charges and any other amounts payable for the Service.

By opening a Workspace, accepting an invitation, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service.

If you use the Service on behalf of a candidate, campaign or organisation, you represent and warrant that you have the authority to bind that person or entity, and “you” refers to both you and that person or entity.

• You must be at least 18 years old to use the Service.
• You must provide accurate, current and complete information and keep it up to date.
• You are responsible for safeguarding login credentials and for all activity that occurs under your account and Workspace, whether or not authorised by you.
• The Workspace administrator is responsible for inviting, managing and removing Team Members and for ensuring every Team Member complies with these Terms. Any breach by a Team Member is treated as a breach by you.
• You must notify us immediately at hello@voterai.ng of any unauthorised access to or use of your account.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription, solely for the lawful internal operations of your campaign and in accordance with these Terms.

We may add, change, suspend or discontinue any feature, plan, limit or integration at any time, with or without notice. We may impose usage limits, rate limits or fair-use restrictions to protect the Service.

Certain features (including SMS, email, WhatsApp, payments, bank account verification and payouts) depend on third-party providers. Their availability, delivery rates, speed and sender-name approvals are outside our control, and we do not guarantee them.

• Paid plans are billed monthly in advance and renew automatically until cancelled. By subscribing, you authorise us and our payment processors to charge your payment method on each renewal.
• Bulk SMS is not included in any plan. It is charged per message segment from a prepaid messaging wallet at the rate displayed in the Service at the time of sending. The full estimated cost may be held when a send begins and settled against messages actually accepted for delivery.
• Plan limits (such as monthly email and WhatsApp allowances) reset each billing period. Unused allowances do not roll over. Email and WhatsApp messages sent beyond your allowance are charged per message from the messaging wallet at the rates displayed in the Service at the time of sending.
• When you change plans, the new plan and its allowance start immediately and your previous subscription is cancelled. No credit is given for the unused part of the previous plan.
• All Fees are exclusive of applicable taxes, which you are responsible for paying.
• Except where required by law, all Fees and wallet top-ups are non-refundable, including for partial months, unused allowances, unused wallet balances, downgrades, suspension or termination.
• Wallet balances are not bank deposits, earn no interest, cannot be transferred between Workspaces and cannot be withdrawn as cash.
• We may change our prices at any time. Changes apply from your next billing period or top-up.
• If a payment fails or is reversed, we may suspend the Service until all outstanding amounts are paid.

Where you use the Service to fund a campaign wallet and pay stipends to polling unit agents or other Team Members, you are solely responsible for the decision to pay, the amount paid, the accuracy of recipient details and compliance with all applicable laws, including electoral finance and anti-money-laundering laws.

Payouts are processed by third-party payment providers. We are not a bank or payment service provider and are not liable for delays, reversals, failed transfers or transfers to incorrect accounts based on details supplied by you or your Team Members. We may decline, delay or reverse any payout we reasonably suspect to be unlawful, fraudulent or in breach of these Terms.

You must not, and must ensure your Team Members do not:

• use the Service in breach of the Electoral Act 2022, the Nigeria Data Protection Act 2023, the Cybercrimes (Prohibition, Prevention, etc.) Act, NCC regulations or any other applicable law;
• engage in or facilitate vote buying, voter intimidation, impersonation, electoral fraud or the manipulation of results;
• send messages that are false or misleading, defamatory, hateful, inciting violence, or that discriminate on the basis of ethnicity, religion, gender or region;
• send unsolicited messages to people you have no lawful basis to contact, or ignore opt-out requests;
• upload personal data you have no lawful right to process, including data obtained through hacking, theft or unauthorised disclosure;
• apply for or use a sender name that impersonates another person, party, government body or brand;
• probe, scan, reverse engineer, scrape, overload or interfere with the Service, or attempt to access another Workspace; or
• resell, sublicense or provide the Service to any third party.

You are solely responsible for all content you send through the Service and for obtaining any consents, registrations and approvals required for your messaging and campaign activities.

To the maximum extent permitted by applicable law, all right, title and interest in and to Voter Data, including all compilations, databases, enrichments, analytics and derivative works created from it, is and shall remain the property of Ozmek Technologies LTD.

To the extent you hold any right in Voter Data that you upload, import, enter or collect through the Service, you hereby assign to Ozmek all such rights, and where assignment is not possible, you grant Ozmek a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to host, store, copy, process, analyse, modify, combine and otherwise use that Voter Data, subject to applicable data protection law.

In return, Ozmek grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Voter Data in your Workspace, solely through the Service, for your campaign during an active subscription. Any exports you make are subject to this licence and to applicable data protection law.

You represent and warrant that you have all rights, consents and lawful bases necessary to upload and process any Voter Data you provide and to grant the rights above, and that doing so does not infringe any person's rights or breach any law.

Ozmek does not make one customer's identifiable Workspace data available to another customer. Ozmek may create and use aggregated or de-identified data for any lawful purpose, including improving the Service, research, benchmarking and analytics.

Nothing in this section limits the rights that individuals have over their personal data under the Nigeria Data Protection Act 2023. See our Privacy Policy for how those rights can be exercised.

The Service, including all software, designs, text, graphics, maps, geographic datasets, trademarks, logos (including “VoterAI”) and all improvements to them, is owned by Ozmek or its licensors and is protected by intellectual property laws. No rights are granted to you except as expressly stated in these Terms.

If you send us feedback, suggestions or ideas, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use them for any purpose without obligation to you.

You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period.

We may suspend or terminate your access to the Service, in whole or in part, immediately and without liability, if we believe you have breached these Terms, failed to pay Fees, created legal, regulatory or reputational risk for us, or if required by law or by a regulator, court or provider. We may also terminate the Service for convenience on 30 days' notice.

On termination, your licence to use the Service and to access Voter Data ends immediately. We may retain, archive or delete Workspace data and Voter Data at our discretion, subject to applicable law. We have no obligation to provide exports after termination.

Sections that by their nature should survive termination (including Fees owed, Ownership of Voter Data, Intellectual Property, Disclaimers, Limitation of Liability, Indemnity and Governing Law) survive.

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, Ozmek disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, availability and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free or secure, that messages will be delivered, or that any data, analytics, projections or recommendations are accurate or complete. The Service is a tool; it does not guarantee any electoral outcome, and all campaign decisions are yours alone.

To the maximum extent permitted by law:

• Ozmek, its directors, employees and partners will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, votes, election outcome, goodwill, data or business opportunity, however caused, even if advised of the possibility of such damages.
• Ozmek's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the subscription Fees you actually paid to Ozmek in the three (3) months immediately preceding the event giving rise to the claim.
• Ozmek is not liable for the acts or omissions of third-party providers, Team Members or other users.

You will defend, indemnify and hold harmless Ozmek, its directors, officers, employees and agents from and against all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to your or your Team Members' use of the Service, content or messages you send, Voter Data you provide, payouts you make, your breach of these Terms, or your violation of any law or third-party right.

We are not responsible for any failure or delay caused by events beyond our reasonable control, including network or power outages, provider failures, government or regulatory action, election-period restrictions, telecommunications shutdowns, civil unrest, strikes, pandemics or natural events.

These Terms are governed by the laws of the Federal Republic of Nigeria.

Any dispute arising out of or relating to these Terms or the Service shall first be referred to good-faith negotiation for 30 days. If not resolved, it shall be finally resolved by arbitration in Lagos, Nigeria, under the Arbitration and Mediation Act 2023, by a sole arbitrator appointed by Ozmek and conducted in English. Disputes will be resolved on an individual basis only, and not as part of any class or representative action.

Nothing prevents Ozmek from seeking urgent injunctive relief, or recovering unpaid Fees, in any court of competent jurisdiction.

We may update these Terms from time to time. The updated version will be posted on this page with a new effective date. Your continued use of the Service after an update means you accept the updated Terms.

• These Terms and the Privacy Policy form the entire agreement between you and Ozmek regarding the Service.
• You may not assign or transfer these Terms without our prior written consent. We may assign them freely, including on a merger, acquisition or sale of assets.
• If any provision is held unenforceable, it will be enforced to the maximum extent possible and the rest will remain in effect.
• Our failure to enforce any right is not a waiver of that right.
• Notices to you may be given by email or in the Service. Notices to us must be sent to hello@voterai.ng.

Ozmek Technologies LTD · hello@voterai.ng