ZilyApp Terms of Use

1.0 INTRODUCTION

This End-User License Agreement (“License,“ or “EULA“) is a legally binding agreement between the individual or entity accepting this License (“you“) and Veezily Online Storefronts Nigeria Limited (“Veezily,“ referred to as “we,“ “us,“ or “our“). By downloading, installing, accessing, or using the software (“Software,“ or “ZilyApp,“ or the “Platform“) provided by us through the Google Play Store and Apple App Store (play.google.com and the Apple App Store), you acknowledge and agree to be bound by the terms set forth in this License, our Terms and Conditions (T&C), and Privacy Policy. These documents collectively govern your use of the platform and must be read and understood before proceeding.

2.0 LICENSE RESTRICTIONS

All rights, title, and interest in and to ZilyApp, including its software, source code, design, trademarks, copyrights, patents, and other intellectual property, remain the exclusive property of Veezily and/or its licensors. Veezily grants you a limited, non-exclusive, non-transferable, and revocable license to access and use its services through ZilyApp for personal and non-commercial purposes. This License grants you usage rights only and does not transfer any ownership of ZilyApp, its software, or associated intellectual property. Your use of ZilyApp is subject to the following restrictions:

This License applies exclusively to users located within the Federal Republic of Nigeria. ZilyApp is designed and operated in compliance with Nigerian laws, regulations, and standards. Users accessing ZilyApp from outside Nigeria do so at their own discretion and bear full responsibility for compliance with the laws of their respective jurisdictions. Veezily disclaims any liability for the use of ZilyApp in regions where its operation may conflict with local regulations. Certain features or services may be unavailable or restricted based on geographic limitations.

• You are strictly prohibited from copying, reproducing, modifying, creating derivative works of, redistributing, sublicensing, reverse-engineering, decompiling, disassembling, or otherwise interrupting the integrity of any instance of ZilyApp or its infrastructure.
• Unauthorized use, such as attempting to bypass the platform’s security protocols or using the platform for unlawful activities, is strictly prohibited.
• The use of bots, scripts, or any automated processes to access, monitor, or interfere with ZilyApp's services is not allowed.

• This License prohibits the commercialization of the platform or its features. Only legitimate commercial transactions between registered sellers and buyers on the platform are permitted, subject to compliance with this License and all applicable policies.
• You may not resell, lease, or use ZilyApp for any third-party benefit, whether direct or indirect, for profit, non-profit, or commercial purposes, or for any purpose outside of personal use.

3.0 PLATFORM ROLE AND DISCLAIMERS

ZilyApp serves as a digital commerce enabler, functioning primarily as an in-store checkout platform. ZilyApp does not serve as a third party to any transaction conducted between buyers and sellers on the platform. Sellers are fully responsible for representations regarding goods, services, and pricing. Buyers are advised to engage directly with sellers for all transactions.

• ZilyApp is provided “as is“ and “as available,“ without warranties, express or implied, regarding uninterrupted or error-free service.
• While we aim to provide efficient and reliable services, actual performance may vary based on factors including network connectivity, device compatibility, and third-party systems. Veezily does not guarantee specific performance outcomes and disclaims liability for delays, interruptions, or inefficiencies in service delivery.
• Veezily disclaims all liability for platform malfunctions, data loss, delayed transactions, or any resulting material or financial loss – whether direct or collateral – arising from system outages, software errors, or other technical issues.
• By using the Platform, you acknowledge and accept the inherent risks associated with digital platforms, and agree that ZilyApp is not responsible for any losses, damages, or inconveniences resulting from these events.

• Veezily reserves the right to suspend or withdraw access to ZilyApp, either for individual users or the entire user base, at any time and without prior notice, for reasons including but not limited to:
  • Compliance with legal or regulatory requirements.
  • Security concerns or suspected violations of any of our policies.
  • Operational or technical challenges necessitating service interruption.
• Users acknowledge that such actions may be taken at our sole discretion, and Veezily disclaims any liability for resulting inconveniences, data loss, disruptions, or collateral material and financial losses arising from such actions. However, in the withdrawal of service, Veezily may transfer all wallet balances to the bank account provided during account registration following a withdrawal or suspension of service. Different rules apply in the event of account termination (refer to Section 7: Policy Violations). Users are responsible for ensuring the accuracy of their bank account details.
• Data may no longer be accessible after the withdrawal or suspension of service.

4.0 CONTENT OWNERSHIP AND RESPONSIBILITIES

By using ZilyApp, sellers agree to the following terms regarding their uploaded content:

• Sellers retain ownership of all content they upload to the platform, including but not limited to product images, descriptions, and other materials.
• By uploading content, sellers grant ZilyApp a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute such content solely for the purpose of operating, promoting, and improving the platform.

• Sellers represent and warrant that they own or have secured all necessary rights, licenses, and permissions to use and upload their content.
• Sellers are strictly prohibited from copying, reproducing, or otherwise duplicating content from other users or third parties without explicit permission.
• All uploaded content must comply with applicable copyright, trademark, and intellectual property laws.
• Sellers are liable for any copyright violations or misrepresentations of rights or facts.
• Sellers are strictly prohibited from using the platform for illegitimate activities, including crypto and money laundering.

Sellers agree not to upload content that is:

• False, misleading, or infringing on any third-party rights.
• Offensive, defamatory, or otherwise graphic communication.
• In violation of any applicable laws or regulations.

5.0 ACCOUNT CREATION AND MAINTENANCE

To ensure a secure and compliant user base, you must provide the following information during account creation:

• Phone Number
• One Bank Account Number and the Associated Bank Name
• Facial Image captured during the first login on the platform, following the provided guidelines.

ou are required to provide accurate, complete, and truthful information that belongs to you. Please ensure the data provided is carefully reviewed, as once submitted, it becomes permanent and cannot be changed. False or misleading information will result in account termination and may be subject to legal action. By proceeding, you confirm the authenticity and ownership of the information you provided.

• One Account Policy

  Each user is permitted to register and operate only one account as a buyer on the platform. Duplicate buyer accounts are strictly prohibited and will be deleted without prior notice. Sellers, however, may create additional shop accounts as required for their business operations. Third-party representations or account sharing are not recognized. Each account must be exclusively managed by its registered owner.

• Single Device Access

  Accounts cannot be accessed simultaneously on multiple devices. Switching devices requires in-app re-authentication, which automatically disables access on the previous device.

• Credential Security

  Users are responsible for securing passwords, PINs, and secret answers. Any activity using valid credentials will be considered the account owner's action.

• Wallet Funds Security

  Wallet funds are held by our banking partner – Wema Bank PLC. ZilyApp does not hold your funds but does not permit funds in the wallet to be transferred to a bank account not provided during account creation.

6.0 INDEMNITY CLAUSE

ZilyApp is not responsible for unauthorized access to an account resulting from user negligence, including weak passwords, sharing of credentials, or stolen valid credentials (password, secret questions, or biometrics). Users must report unauthorized access immediately through the platform’s support channels, understanding that intervention may take more than 24 hours.

You agree to indemnify, defend, and hold harmless Veezily, its parent, affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or related to:

• Your use of ZilyApp in violation of the EULA, Privacy Policy or any applicable laws;
• Content you upload to the platform, including but not limited to claims of copyright infringement, trademark violations, or other intellectual property disputes;
• Any misrepresentation of goods, services, or pricing made in your storefront;
• Unauthorized access to your account or use of ZilyApp due to your actions or negligence, including failure to maintain the security of your credentials;
• Any violation of third-party rights resulting from your use of the platform or the content you upload.
• Any disputes arising from buyer-seller transactions or interactions.

Veezily reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with Veezily’s defense of such claims.

7.0 POLICY VIOLATIONS

ZilyApp reserves the right to moderate content and communications on the platform, remove content, or terminate accounts found in violation of the Terms and Conditions, Privacy Policy, or fair usage policies. Terminated accounts are not eligible for reinstatement unless explicitly authorized after a comprehensive review. Duplicate accounts are a violation of this policy and once terminated, all associated data will be permanently lost; additionally, a 15% surcharge will apply for processing any remaining funds to the registered bank account, and this may take more than 24 hours.

8.0 LIMITATION OF LIABILITY

Veezily shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use ZilyApp, including but not limited to loss of profits, data, or business opportunities. This limitation applies regardless of whether such damages arise in contract, tort, or otherwise, even if Veezily has been advised of the possibility of such damages.

9.0 GENERAL USER OBLIGATIONS

• Users must not engage in activities that compromise the platform's security, including but not limited to, attempting to bypass security protocols or using unauthorized software to interact with the platform.
• Endeavour to report suspicious activity immediately.
• Transactions involving proceeds from illegitimate activities, including crypto and money laundering, and their proceeds, are strictly prohibited.

10. GENERAL PROVISIONS

This End User License Agreement (EULA), along with the associated Terms and Conditions (T&C) and Privacy Policy, constitutes the entire agreement between you and Veezily regarding your use of ZilyApp. It supersedes and replaces any prior or contemporaneous understandings, agreements, or representations, whether written or oral, regarding the subject matter herein.

If any provision of this EULA is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain valid and enforceable. Any invalid or unenforceable provision shall be interpreted, as far as possible, to reflect the original intent of the parties.

The failure of Veezily to enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. Any waiver shall be effective only if made in writing and signed by an authorized representative of Veezily.

Veezily shall not be held liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, government actions, network outages, or other unforeseen events.

You may not assign or transfer this EULA, or any rights or obligations hereunder, without prior written consent from Veezily. Veezily may assign or transfer its rights and obligations without restriction.

This End User License Agreement (EULA) shall be governed by and construed in accordance with the laws of Nigeria, specifically the Arbitration and Mediation Act, 2023. Any disputes arising from or related to this EULA shall be resolved exclusively through arbitration conducted in Delta State, Nigeria, in accordance with the provisions and procedures outlined in the Arbitration and Mediation Act, 2023. The parties agree to submit to binding arbitration as the sole method of dispute resolution.

11. AMENDMENTS TO THE EULA

Veezily reserves the right to update, modify, or amend this EULA at any time. Such changes will be communicated through notifications within the ZilyApp platform. Your continued use of ZilyApp after such updates constitutes acceptance of the revised terms. It is your responsibility to review this EULA periodically to stay informed about any updates.

12. FINAL ACKNOWLEDGEMENT

By agreeing to this EULA, you affirm your commitment to upholding platform security and compliance with ZilyApp’s policies, ensuring a safe and seamless experience for all users.