Terms of Service

FORMATION OF AGREEMENT
1. Accessing, registering with, or otherwise using the iQLY platform constitutes your entry into a legally binding agreement with iQLY Global Ltd, doing business as iQLY — a Nigerian corporation with its principal place of business at OAU Quarters Maitama, FCT Abuja (hereinafter referred to as “iQLY,” “we,” or “our”).
2. This Agreement governs:

Your access to and use of our Websites or Services; and
All transactions conducted through our Websites and Services.

Access to and use of our Websites and Services is conditional upon your acceptance of this Agreement. By accessing or using our Websites and Services, you signify your agreement to these terms. If you do not accept these terms, you must immediately discontinue use of our Websites and Services, including this iQLY Website.
Only individuals who are legally qualified to do so may use our Websites and Services. Minors (persons under 18 years of age, or as otherwise defined under applicable law), and individuals or entities that lack the legal capacity to enter into binding contracts, are prohibited from using our Websites and Services. You are likewise prohibited from using our Websites and Services if you reside in any country where transacting with Nigeria or its citizens is restricted or prohibited under any law, regulation, treaty, or administrative order.
Where you access or use our Websites and Services on behalf of, or as an agent of, a third party — including your employer or any other legal entity — you represent and warrant that you have the authority to bind that third party to this Agreement. In such circumstances, references to “you” and “your” shall include that third party, business, or entity.
DEFINITIONS

The following terms, when used in this Agreement, shall bear the meanings assigned to them below:

“Affiliate” means, in relation to any Party, any entity at any tier that Controls, is Controlled by, or is under common Control with that Party. “Control” (and its correlative terms “Controlled by” and “under common Control with”) refers to the direct or indirect power to direct or influence the management and policies of an entity, whether through ownership of more than 50% of its voting securities, by trust, management agreement, contract, or otherwise.
“Mutual Agreement to Arbitrate” means the arbitration agreement that applies to all disputes arising from the use of the Websites and Services.
“Challenge(s)” carries the same meaning as iQLY Challenge(s) as defined herein.
“Challenge Brief” means the document prepared for each iQLY Challenge, describing the nature of the Challenge and the specific Deliverables that Solvers must submit to qualify for the Challenge Reward.
“Challenge Portal” means a dedicated site designed for a Challenger to host Challenges within their own solver community.
“Challenge Reward(s)” means the monetary or other compensation awarded to the winning Solver(s) of a Challenge. Challenge Rewards are standard unless otherwise specified by the Challenger.
“Challenge-Specific Provisions” means any supplementary terms and conditions applicable to a particular Challenge that a Challenger requires participating Solvers to agree to.
“Challenger(s)” means the businesses or other entities that post Challenges for Solvers to address.
“Claims” means claims, suits, actions, losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys’ fees.
“Code of Conduct” means the code of behavioural standards with which all Users are required to comply.
“Confidential Information” means all non-public information, whether written or oral, communicated through any medium by a Challenger or Solver in connection with a Challenge or any Solution.
“Data Protection Laws” means any applicable law, rule, regulation, decree, statute, enactment, order, mandate, or resolution — as implemented or amended — relating to data security, data protection, and/or privacy that applies to iQLY, a Challenger, or a Solver, including but not limited to:
“NDPR” means the Nigeria Data Protection Regulation 2019, issued by the National Information Technology Development Agency (NITDA), including any guidelines, frameworks, or implementation directives issued pursuant to it, to the extent it remains applicable.
“NDPA” means the Nigeria Data Protection Act 2023, which establishes the legal framework for the protection of personal data in Nigeria, including the principles, rights, and obligations governing data processing.
“GAID” means the General Application and Implementation Directive 2025 issued by the Nigeria Data Protection Commission, providing detailed rules, guidance, and compliance obligations for the implementation and enforcement of the Nigeria Data Protection Act 2023, as may be amended or replaced from time to time.
“Data Subject” means an identified or identifiable natural person; a person is considered identifiable if they can be identified directly or indirectly, including by reference to an identifier such as a name, identification number, location data, online identifier, or factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that person.
“Deliverable(s)” means any idea or solution, including Work Product, that a Solver submits in response to a Challenge.
“Disclosing Party” means iQLY, a Solver, or a Challenger (or any of their respective Affiliates) who discloses or makes available Confidential Information.
“Includes” or “Including” shall be read as “includes but is not limited to” or “including but not limited to,” respectively.
“Intellectual Property Rights” means any and all rights arising in Nigeria or any other jurisdiction, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and encompassing all right, title, and interest in and to:

Patents, patent disclosures, and inventions, whether or not patentable;
Trademarks (whether registered or unregistered, including any goodwill acquired therein), service marks, trade names, logos, corporate names, domain names, and other designations of source, sponsorship, affiliation, or origin, together with all associated goodwill;
Copyrights, copyrightable works, and other works of authorship, including computer programs, data, data collections, and databases;
Trade secrets, know-how, and other Confidential Information;
Moral rights.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, spam, and other harmful or malicious code, files, scripts, agents, or programs.
“iQLY Challenge(s)” means specific problems posted by individual organisations for Solvers to attempt to resolve.
“Party” means iQLY, a Visitor, User, Challenger, or Solver individually; collectively referred to as the “Parties.”
“Personal Information” means the personal information of iQLY users collected during registration, including but not limited to name, telephone number, email address, and resume.
“Privacy Policy” means the policy that describes how we collect, use, disclose, and protect Personal Information processed in connection with www.iqly.net, available at the Privacy Policy page.
“Solver” means a registered iQLY User who submits potential solutions to Challenges posted on www.iqly.net or on Client Challenge Portals.
“Solver Agreement” means the agreement between a Challenger and a Solver containing Challenge-Specific Provisions that must be accepted for a Solver to be eligible to participate in the applicable Challenge.
“Process” or “Processing” means any operation or set of operations performed on data, whether or not by automated means, including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
“Receiving Party” means iQLY, a Solver, or a Challenger (or any of their respective Affiliates) who receives or is given access to Confidential Information.
“Reward(s)” means any monetary or material compensation provided to Solvers for their activity on the platform.
“Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating — orally, in writing, or by electronic or other means — an individual’s Personal Information to another business or third party for monetary or other valuable consideration, or as otherwise defined under the NDPA.
“Sensitive Data” or “Sensitive Personal Information” means Personal Information that may, pursuant to applicable Data Protection Laws, require additional restrictions or protections with respect to its controlling, processing, and safeguarding, as ascribed meaning under applicable Data Protection Laws.
“Services” means the combination of iQLY’s services, acts, and activities that facilitate collaboration between organisations and independent professionals, including the ability for companies to crowdsource innovative ideas quickly and affordably from Solvers via www.iqly.net. For Visitors, Services include the opportunity to browse profiles, educational materials, and other information, receive event invitations, and access other available services.
“Solution(s)” means any proposal or idea submitted by a Solver in response to an individual iQLY Challenge.
“Terms of Use” or “Agreement” means this User Agreement and Terms of Service governing use of our Websites and Services.
“Websites” means our websites including www.iqly.net, as well as any other website we operate, together with the services, features, functionalities, browser extensions, and other services accessible through our websites and their sub-domains.
“Winning Solution” means a Solution selected to receive the Challenge Reward for a specific iQLY Challenge.
“User(s)” means any person using the Websites or Services, and any legal entity on whose behalf such person acts.
“Visitors” means individuals or entities who visit our Websites and may browse profiles, download publicly available resources, register for events, request information, or request to be contacted.
“Work Product” means any tangible or intangible solutions, ideas, content, or Deliverables submitted by a Solver to a Challenge, including but not limited to configurations, proposals, videos, other information, customised hardware, and any intellectual property developed in connection therewith.
RELATED AGREEMENTS AND POLICIES

This Agreement constitutes a legally binding contract between you and iQLY. By accepting these terms, you agree to be legally bound by the following related agreements and policies (“Related Agreements and Policies”), which are incorporated herein by reference as if set out in full:

Privacy Policy. You agree that iQLY will handle your personal information in accordance with its Privacy Policy.
Code of Conduct. You agree to comply with the Code of Conduct.
Mutual Agreement to Arbitrate. You and iQLY agree to comply with the Mutual Agreement to Arbitrate.
Acceptable Use Policy. You agree to comply with the Acceptable Use Policy.
Updates. iQLY reserves the right to update the Privacy Policy, Code of Conduct, or this Agreement at any time and will notify Users of any such updates. Where a User does not accept the updated terms, iQLY may, at its discretion, terminate the User’s access to www.iqly.net.
ELECTRONIC TRANSACTIONS AND COMMUNICATIONS
1. Users shall conduct transactions on www.iqly.net using electronic signatures and shall receive all notices and copies of documents — including those legally required to be delivered in writing — at the email address provided by the User. An Electronic Signature constitutes a legally binding substitute for the User’s handwritten signature.
2. Each Party shall promptly notify the other of any change to their email address.
3. iQLY will provide paper copies of documents relating to a User’s iQLY account upon request. Users who make repeated requests may be charged a fee to cover the cost of producing and delivering paper copies, of which iQLY will notify the User prior to dispatch.
PLATFORM USE AND RELATIONSHIP WITH iQLY

iQLY operates a platform that enables Challengers to post iQLY Challenges for the purpose of soliciting ideas, or to access iQLY’s database to identify and engage potential employees from the pool of iQLY Solvers. Challengers may include business organisations, non-profit entities, and local, state, or federal government bodies (including Nigerian government agencies), among others. By using this platform, you agree that:

iQLY does not control Users or Challenge rules. iQLY provides the platform, tools, and framework that enable Users to create, host, and participate in iQLY Challenges, including the application of platform guidelines. However, iQLY does not initiate, direct, or control the substantive content of any Challenge or Solution, and does not assume responsibility for the nature, quality, legality, accuracy, or appropriateness of any user-generated content. iQLY does not participate in or control the evaluation, selection, or determination of any Winning Solution, and is not responsible for any decisions made by Users in connection with any Challenge or Solution.
iQLY is not an employer, representative, or partner of any User. iQLY operates as a neutral platform that enables Challengers to post Challenges and Users to submit Solutions. While iQLY provides tools and services to facilitate interactions and transactions between Users, and makes reasonable efforts to keep information relating to Solutions and Challenge Rewards accurate and current, iQLY does not guarantee the completeness, accuracy, or timeliness of any content on www.iqly.net. The relationship between iQLY and its Users is that of independent parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship. No User has the authority to act on behalf of, represent, or bind iQLY in any manner.
TERMINATION
1. Termination by a User. This Agreement, together with any applicable Related Agreements and Policies, constitutes a legally binding contract between you and iQLY. You may terminate this Agreement at any time by requesting cancellation of your account by emailing contact@iqly.net.
2. Termination by iQLY. A User’s access to their profile on www.iqly.net may be terminated in the following circumstances:
3. Breach. Where a User materially violates this Agreement, the Code of Conduct, or any Related Agreement or Policy, iQLY may immediately terminate that User’s access.
4. iQLY’s Right to Deny Access. While iQLY is not obligated to monitor user transactions on www.iqly.net, it retains the right to remove or take other appropriate action in relation to messages, information, data, or files that iQLY, in its sole discretion, considers objectionable or in violation of this Agreement. iQLY may deny any person access to www.iqly.net at any time and for any reason, including the removal or deletion of any content. iQLY shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Websites or Services. Upon termination of your account, iQLY reserves the right, in its sole discretion, to permanently delete all of your content.
OBLIGATIONS AND ACKNOWLEDGEMENTS OF SOLVERS

When using iQLY’s Websites and Services, including www.iqly.net, Solvers are required to comply with this Agreement and all Related Agreements and Policies.

Eligibility for iQLY Challenges. iQLY’s Websites and Services are not available to individuals under the age of 18 or to any person or entity lacking the legal capacity to enter into binding contracts under applicable law. By using the platform, you represent and warrant that you satisfy these requirements. Where a Challenge involves alcohol-related products or services, participation may be limited to individuals who meet the applicable minimum legal age. If you do not meet these requirements, you must not access or use iQLY’s Websites or Services. You are also prohibited from using the platform if you are located in, or subject to the jurisdiction of, any territory where such access or use would contravene applicable laws or regulations, including any restrictions relating to trade or sanctions involving Nigeria or its citizens.
Solver Registration. To access and participate in iQLY Challenges, Solvers must first complete the registration process and agree to this Agreement, as well as any supplementary terms imposed by individual Challengers. During registration, you will be required to select a username and password. The conditions for qualifying for a specific Challenge Reward shall be as set out in the applicable iQLY Challenge Brief, which may include a list of excluded Solutions.
Payment of Rewards. Disbursement of any Challenge Reward is subject to a Solver’s compliance with iQLY’s verification procedures. Challenge Rewards will be paid to Solvers in Naira locally, or, where required by applicable local law, in the equivalent local currency based on the prevailing foreign exchange rate at the time of disbursement. iQLY is not responsible for payment of any Challenge Reward to any person other than the Solver through whom the Solution was submitted. Solvers acknowledge and agree that the Challenge Reward constitutes full and final compensation, net of any applicable taxes that iQLY is required to withhold. Where local law does not mandate tax withholding, the Solver bears sole responsibility for all taxes on such awards.
OBLIGATIONS AND ACKNOWLEDGEMENTS OF CHALLENGERS

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When using iQLY’s Websites and Services, including www.iqly.net, Challengers must comply with the provisions of this Agreement and all Related Agreements and Policies.

Challenger Eligibility. Individuals or organisations that lack the legal capacity to form binding contracts under applicable law may not use iQLY’s Websites or Services. You may also not use the Websites or Services if you are located in a jurisdiction where transacting with Nigeria or its citizens is prohibited by any law, regulation, treaty, or administrative order.
Challenger Registration. To post Challenges and access information on www.iqly.net, you must first register as a Challenger and agree to this Agreement and any additional terms set out in the Related Agreements and Policies. Registration requires you to select a password and provide an email address.
Payment of Rewards. Challenge Rewards shall be disbursed in accordance with the terms set out in the applicable iQLY Challenge Brief and/or any Solver Agreement or Challenge-Specific Provision. The Challenger retains full discretion over the eligibility criteria and conditions, as well as the decision whether to accept any Solution.
Platform Fees. iQLY is entitled to a fee for hosting challenges on www.iqly.net and enabling Challengers to crowdsource Solutions. As described in this Article, Challengers must remit such fee to iQLY upon paying the Challenge Reward for the Winning Solution. iQLY reserves the right, at its sole discretion, to refuse payment and/or delivery of any Challenge Reward or other Reward.
Accessibility of Challenges. Challengers may specify preferences for the format, style, or focus of submissions in their Challenge Brief. However, Challengers must not structure a Challenge in a manner that imposes eligibility criteria designed to, or having the effect of, excluding participants on the basis of any characteristic protected under applicable law, including but not limited to race, colour, religion, age, sex, sexual orientation, nationality, or disability. Where iQLY determines that a Challenge Brief violates this obligation, iQLY reserves the right to require amendment of the Brief, suspend the Challenge, or remove it from the platform without liability to the Challenger.
Prohibition on Requesting Solver Contact Information. Challengers are strictly prohibited from using their challenges/challenge brief to request or solicit any contact information from Solvers, be it through challenge descriptions, submission instructions, deliverables, comments, or any other part of the challenge brief. Prohibited requests include, but are not limited to: Solver’s full names, email addresses, phone numbers, social media handles, WhatsApp numbers, or any other information that could be used to contact a Solver. If a Challenger wishes to contact or engage further with any Solver (for example, for collaboration, employment, or follow-up opportunities), they must do so exclusively through iQLY by contacting our support team. Any violation of this policy may result in immediate suspension or permanent termination of the Challenger’s account, forfeiture of challenge and other appropriate legal remedies.
Challenge Finality. Once a Challenger submits and launches a Challenge on www.iqly.net or any iQLY Website or Service, the following conditions apply and are binding on the Challenger immediately:
No Withdrawal of Funds. The Challenge Reward deposited or committed in connection with a launched Challenge is non-refundable and non-withdrawable. The Challenger may not request a return of, or seek to reclaim, any funds associated with a launched Challenge under any circumstances, except where iQLY determines in its sole discretion that exceptional circumstances warrant a refund.
No Amendment of Challenge Brief. Once a Challenge is launched, the Challenger may not alter, amend, supplement, or otherwise modify the Challenge Brief or any of its terms, conditions, Deliverable requirements, or reward structure. The Challenge Brief as submitted at launch is final and binding on the Challenger.
No Cancellation. A Challenger may not cancel or withdraw a Challenge once it has been launched. iQLY is under no obligation to approve any cancellation request.
Rationale and Solver Reliance. These restrictions exist to protect the integrity of the platform and the legitimate expectations of Solvers who invest time, effort, and intellectual resources in responding to a Challenge in good faith. iQLY shall not be liable to a Challenger for any loss arising from the enforcement of this clause.
REPRESENTATIONS AND WARRANTIES
1. Authority. Each Party represents and warrants that it possesses all necessary rights and authority to execute, deliver, and perform its obligations under this Agreement.
2. Legal Compliance. Each Party represents that it shall comply with all applicable laws, ordinances, rules, regulations, orders, and other governmental requirements, including applicable tax laws.
3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 9, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. iQLY AND CHALLENGERS MAKE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
4. Third-Party Information. Except as otherwise set out in an iQLY Challenge Brief, iQLY makes no representations or warranties regarding the accuracy of content on www.iqly.net, ownership of information in a Challenge Brief, or the availability of any Challenge Reward. iQLY believes that information posted on the platform is done so in good faith but does not control third-party content made available through www.iqly.net. Information submitted by other Users may be inaccurate. Solvers shall have no claims with respect to a Challenger’s information except against the Challenger directly.
5. Solver-Uploaded Content. Your Content may be transmitted unencrypted in the course of facilitating the operation of iQLY, including: (a) transmission across various networks; (b) adaptation to conform to the technical requirements of connecting networks or devices; and (c) transmission to third-party vendors and hosting partners providing the hardware, software, networking, storage, and related technology required to operate and maintain the platform. Although iQLY takes reasonable steps to maintain the security of Your Content, the inherent nature of the internet means that absolute security cannot be guaranteed. You therefore acknowledge that you bear sole responsibility for the adequate security, protection, and backup of Your Content. iQLY accepts no liability for any unauthorised access to, or use, corruption, deletion, destruction, or loss of, Your Content.
INTELLECTUAL PROPERTY
1. iQLY retains all ownership in iQLY and all content created by it and displayed on www.iqly.net. All proprietary rights, intellectual property rights, title, and interests in our Websites and Services — or any portion or materials downloadable or subject to activation through them — together with any changes or modifications thereto and all related documentation, shall remain the sole and exclusive property of iQLY.
2. Except for content you own as a Challenger, you hold no proprietary or intellectual property right, title, or interest in any such materials other than as a licensee under this Agreement or a separate licence agreement with iQLY.
3. You may not, at any time — whether now or in the future — contest, or assist others in contesting, the validity of any proprietary or intellectual property right, title, or interest of iQLY in and to such materials.
4. Subject to this Agreement, the Code of Conduct, and all other Related Agreements, iQLY grants you a non-exclusive, non-transferable, revocable, limited right to access and use www.iqly.net, provided that you do not:
5. Copy, modify, create derivative works from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code; or
6. Modify or attempt to modify www.iqly.net in any manner or form, except that you retain the right to modify your self-generated content on www.iqly.net.
7. You are granted a limited licence to access and make personal use of www.iqly.net, but not to download (other than page caching) or modify it or any portion thereof, except with the express prior written consent of iQLY. You may not reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose www.iqly.net or any portion of our Websites and Services without iQLY’s express written consent.
8. You may not use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of iQLY without express written consent. You may not use any meta tags or other “hidden text” incorporating iQLY’s name or trademarks without iQLY’s express written permission. Any unauthorised use will immediately terminate the licence granted by iQLY.
9. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of www.iqly.net, provided that such link does not portray iQLY, its Websites, Services, or products in a false, misleading, derogatory, or otherwise offensive manner. You may not incorporate any iQLY logo or other proprietary graphic or trademark into such a link without iQLY’s express written permission.
10. Challengers.

iQLY’s Licence to Use iQLY Challenges. By submitting a Challenge, you grant iQLY a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable, and non-exclusive licence to copy, display, upload, perform, distribute, store, modify, and otherwise use your iQLY Challenge Brief in any manner. You agree to select a Winning Solution and consent to iQLY disbursing a Reward from the Challenge fees to the Solver who submits the Winning Solution.

Solvers.

Transfer of Intellectual Property Ownership. By submitting a Solution in response to an iQLY Challenge Brief, Solvers agree that:
They are the owners of the submitted Solution and have the legal right to disclose it and transfer its intellectual property rights to the Challenger;
Any additional terms and conditions set out in an applicable Solver Agreement or Challenge-Specific Provision apply to their Solution;
They are transferring intellectual property rights in their Solutions to the Challenger, including Solutions that are not selected as Winning Solutions, and that the Challenger may use such Solutions at its discretion; and
They understand that at least one Winning Solution will be selected for each Challenge Brief, and that iQLY will pay the Challenge Reward to the Solver whose Solution is selected.

Solvers’ Content. As a Solver, you take full ownership of any information, submissions, Solutions, or other content you provide (“Your Content”). iQLY serves only as a channel through which that content is distributed and/or published. iQLY reserves the right, at its sole discretion, to take whatever action it considers necessary or appropriate regarding any content it determines to be unsuitable for its Websites or Services, likely to expose iQLY to legal liability, or likely to result in iQLY losing — in whole or in part — the services of its internet service provider, advertisers, or other suppliers and partners. By using the platform, you grant iQLY a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable licence to copy, display, upload, perform, distribute, store, modify, and otherwise use Your Content in connection with operating the service or promoting, advertising, or marketing it (subject to our Privacy Policy as it applies to your Personal Information).
Solvers also represent and warrant that Your Content will be accurate and will not: (a) infringe upon any third party’s copyright, trademark, patent, or other proprietary, publicity, or privacy rights; (b) violate any applicable law, including but not limited to those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising; or (c) be defamatory, unlawfully threatening, or unlawfully harassing. iQLY and Challengers may require Solvers to make legally binding representations and warranties in connection with any Solution submitted.
INDEMNIFICATION
1. Indemnification by Users. Each User agrees to indemnify, defend, and hold iQLY harmless from any claim, demand, or expense — including reasonable attorneys’ fees — brought by a third party arising out of or related to: the User’s use of www.iqly.net and/or our Websites and Services; any violation of this Agreement; negligence; breach of these terms; or the User’s infringement of any third-party rights. This obligation also extends to any unauthorised use of the User’s username or password, except where the User has notified iQLY that their credentials were improperly obtained by another party, and it is reasonably clear that such use was neither authorised by the User nor the result of the User’s own negligence.
2. Indemnification by Solvers. Solvers agree to defend, indemnify, and hold harmless iQLY and/or the Challenger from any third-party claims arising out of any information, Deliverables, or Work Product submitted to iQLY or a Challenger — whether for publication or in response to a Challenge — as well as any breach of this Agreement by the Solver. iQLY will notify you of any such claim, suit, or demand in a timely manner. iQLY reserves the right to assume exclusive control of the defence of any matter covered by this indemnification, in which case you agree to cooperate fully and assist with that defence as reasonably requested.
LIMITATION OF LIABILITY
1. Limitation of Liability and Disclaimer. iQLY exercises no control over and bears no responsibility for the actions or omissions of Challengers, nor for the quality or legality of the Solutions they seek. iQLY makes no warranty or guarantee regarding the accuracy or completeness of any Challenge Brief, and does not endorse any Challenger. iQLY GLOBAL LTD DBA iQLY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES, OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) INCURRED AS A RESULT OF THIRD-PARTY CLAIMS ARISING FROM YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES SHALL iQLY OR ANY CHALLENGER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR FOR ANY DAMAGES EXCEEDING ₦100,000, REGARDLESS OF THE CAUSE.
2. Limitation Period. Notwithstanding any applicable statute or law to the contrary, any claim or cause of action arising out of or related to the use of this Site or iQLY’s Services must be brought within one (1) year from the date such claim or cause of action arises, or it shall be permanently barred.
DISPUTE RESOLUTION BETWEEN USERS
1. Where a dispute arises between a Solver and a Challenger, or between any Users, in connection with a Challenge, a Solution, a Reward, or any other matter arising from use of the platform, the parties to the dispute must first attempt to resolve the matter in good faith through direct communication.Where direct communication fails to resolve the dispute within fourteen (14) days of the dispute being raised, either party may escalate the matter to iQLY by submitting a written notice to contact@iqly.net setting out the nature of the dispute, the parties involved, and the resolution sought.
2. iQLY will review any escalated dispute and may, at its sole discretion, facilitate a resolution between the parties, make a determination, or refer the matter to arbitration in accordance with the Mutual Agreement to Arbitrate.
3. iQLY’s facilitation of any dispute does not create any obligation on iQLY to resolve the dispute or any liability on iQLY for the outcome. iQLY’s role in any dispute between Users is that of a neutral platform and not an arbitrator, adjudicator, or decision-maker, unless iQLY expressly assumes that role in writing.
4. Users must not initiate litigation or any other formal legal proceedings in connection with a dispute arising from the platform without first completing the steps in Articles 12A.1 and 12A.2, except where urgent injunctive or interim relief is required to prevent irreparable harm.
5. All communications made in the course of the dispute resolution process under this Article shall be treated as confidential and may not be disclosed to any third party without the prior written consent of all parties, except as required by applicable law.
GENERAL PROVISIONS
1. Third-Party Links. Our Websites may contain links to websites that are not operated by or on behalf of iQLY. These links are provided as a courtesy to Visitors and are intended for reference purposes only. iQLY does not control such websites, nor the materials, information, goods, or services available on them, and accepts no responsibility for their content. The inclusion of any link on our Websites does not imply endorsement of the linked site’s content or any affiliation with its operators. If you choose to access any linked website, you do so entirely at your own risk. iQLY reserves the right to remove or disable any link at any time.
2. No Third-Party Beneficiaries. You may not present any content or materials to third parties in a manner that could be interpreted as suggesting that iQLY or www.iqly.net sponsors, endorses, or makes any representation or warranty in relation to such content. This Agreement, together with all Related Agreements and Policies, is not intended to confer any rights or benefits on third parties, except as expressly stated herein or, as between Solvers and Challengers, as set out in the applicable Solver Agreement or Challenge-Specific Provisions.
3. Copyright. All content appearing on the Websites — including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software — is the property of iQLY (and where applicable, Challengers) and is protected under Nigerian and international copyright laws. The collective compilation of all content on this Site is likewise the exclusive property of iQLY (and where applicable, Challengers) and is protected under the same applicable laws. All software deployed on this Site is the property of iQLY or its software suppliers and is similarly protected under Nigerian and international copyright laws.
4. Order of Precedence. In the event of any conflict or inconsistency between this Agreement (including all Related Agreements and Policies) and any Solver Agreement or Challenge-Specific Provision, this Agreement shall prevail and govern the rights and obligations of the User to the extent necessary to resolve such conflict or inconsistency as it relates to the User’s access to and use of www.iqly.net. The rights of iQLY and the obligations of the User may not be altered or overridden by any Solver Agreement or Challenge-Specific Provision.
5. Amendments. iQLY reserves the right to modify or update this Agreement (including all Related Agreements and Policies) at any time by providing notice of such changes to the User. Continued use of iQLY’s Websites and Services, including www.iqly.net, following receipt of any such notice shall constitute the User’s acceptance of and agreement to the modified or updated terms.
6. Force Majeure. No Party shall be liable for any failure or inability to perform its obligations under this Agreement due to any cause beyond its reasonable control, including without limitation acts of God, government regulations or laws, acts of war or terrorism, civil or military authority, fires, floods, accidents, epidemics, quarantine restrictions, severe weather conditions, explosions, earthquakes, strikes, labour disputes, loss or interruption of electrical power or other public utilities, transportation delays, or any similar or dissimilar cause beyond its reasonable control.
7. Cooperation. Each Party shall extend reasonable cooperation to the other and provide timely approvals as required, and neither Party shall unreasonably withhold or delay such cooperation or approvals.
8. Public Statements. Users must not make any public statement, post, broadcast, or other communication, whether on social media, in the press, or through any other medium, that falsely represents iQLY, misrepresents the outcome of any Challenge, or defames any other User in connection with their use of the platform. This obligation survives termination of the User's account and continues to apply after the User ceases to use the platform.
9. Assignment. This Agreement constitutes a legally binding contract between you and iQLY, and shall be binding upon and enure to the benefit of each Party and their respective successors and permitted assigns. Neither Party may transfer, sell, or assign any right or obligation under this Agreement without the prior written consent of iQLY.
10. Notices. iQLY may deliver notices to Users by either: (1) prominently posting the notice on www.iqly.net and obtaining the User’s acceptance or acknowledgment; or (2) sending an email to the address provided by the User at registration. Users may deliver notices to iQLY by sending an email to contact@iqly.net.
11. Severability. If any provision of this Agreement (including all Related Agreements and Policies) is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of all remaining provisions shall remain unaffected and fully intact. This Agreement shall be interpreted as though the invalid, illegal, or unenforceable provision had never been included, and shall be construed in a manner that gives effect to the original intent of the Parties as closely as possible, so that the transactions contemplated herein are carried out to the fullest extent practicable.
12. Section Headings. Section headings used throughout this Agreement are included for convenience and ease of reference only, and shall not be construed as forming part of this Agreement or as limiting or affecting the scope of the sections to which they relate.
13. No Waiver. The failure of either Party to exercise or enforce any right under this Agreement shall not be deemed a waiver of that right with respect to any future or continuing default or breach.
14. Governing Law and Jurisdiction. To the fullest extent permitted by law, this Agreement (including all Related Agreements and Policies) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. Any dispute or legal proceeding arising out of or relating to this Agreement, including any arbitration or litigation, shall be conducted in the Federal Capital Territory (FCT). Federal or state courts within the FCT shall have exclusive jurisdiction to hear any motion to compel arbitration or to vacate or confirm any arbitration award. The Parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of the federal and state courts situated in the FCT with respect to any dispute arising out of or in connection with this Agreement.
15. Survival. Any provisions of this Agreement (including all Related Agreements and Policies) that by their nature are intended to extend beyond the expiration or early termination of this Agreement shall survive such expiration or termination and remain in full force and effect until all obligations arising thereunder have been fully satisfied.
16. Entire Agreement. This Agreement (including all Related Agreements and Policies) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written communications, understandings, or arrangements between the Parties. There are no conditions, representations, warranties, or understandings, whether express or implied, other than those expressly set out herein. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.