INTRODUCTION

These Terms of Use and Service (“Terms” or “Agreement”) contained herein is a legal agreement between you (“you” or “user”) and The Republic Inc., a Delaware Corporation, its subsidiaries, parents and affiliates (“Atlas,” “we,” “our,” or “us”). Atlas is a digital platform that enables individuals, newsrooms, brands, and organizations to find quality images from local photographers and photojournalists (the “Services”).

These Terms shall govern your access to and use of our Services, which Services are accessible at  and any other site, application or platform through which Atlas makes the Services available (collectively, the “Platform” or “Website”). By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms, whether or not you become a registered user of the Services. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

While utilizing the features of the Platform, you are bound to any relevant agreements, policies, or guidelines that may be posted periodically. All such agreements, policies or guidelines, including the Privacy Policy are hereby incorporated by reference into these Terms. If there is a conflict between these Terms and all such agreements, policies or guidelines for a specific feature of the Platform, the latter terms and conditions will take precedence with respect to your use of or access to that feature of the Platform. We ask that you read these Terms carefully before agreeing to be bound by them.

These Terms of Service include important agreements about your rights and the rights of Atlas, including a binding agreement about how to resolve any disputes between us connected to the Services. These Terms of Service also contain disclaimers of warranties and limitations on liability that may be applicable to you.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM.

MODIFICATION

Atlas reserves the right, at its sole discretion, to modify the Platform or to modify these Terms, including the Service Fee (as defined below), at any time and without prior notice. If we modify these Terms, we will post the modification on the Platform. We will also update the “Effective Date” on these Terms. Modifications to these Terms shall automatically be effective upon posting and we recommend you review these Terms each time you use the Services. By continuing to access or use the Platform after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Platform.

ELIGIBILITY

The Platform and Services are intended solely for persons who are 13 or such higher age required in your country to use the Services. Any access to or use of the Platform or Services by anyone under 13, or such higher age required in your country, is expressly prohibited. By accessing or using the Platform or Services you represent and warrant that (i) you agree to be bound by these Terms (ii) you are 13, or such higher age required in your country, and able to form legally binding contracts and (iii) you are not a person barred from receiving services under applicable local laws. If you are under the legal age to form a binding contract in your jurisdiction, you represent that your parent or legal guardian has reviewed and agreed to these Terms of Service on your behalf. You also warrant and represent to provide us with accurate information, and not to misrepresent your identity or user information nor use the Platform for unlawful purposes.

THE SERVICE

Atlas is a Platform that will offer a collection of curated news and editorial photographs taken by local photographers and photojournalists. These images can be instantly downloaded by users, whether it be bloggers, newsrooms, or corporations in need of relatable stock photos. The Platform may include, but not limited, to the following features:

a. Image and Video Upload: The Platform shall enable users to upload both images of different formats (jpeg, jpg, png) and also videos (mp4) as free, paid, or freemium assets. b. Image and Video Sales: Photos and videos can be uploaded for free, paid, or as freemium assets. The price for assets shall be as determined by Atlas at its sole discretion. c. Image Watermarking: Premium and Freemium images shall be watermarked with the Atlas logo to avoid theft and loss of assets. d. Image and Video Promotion: Images and videos can be promoted on the Platform to get better visibility and get more priority on the assets grid. e. Image and Video Jumbotron Feature: Images and videos that are featured on the platform get to appear on a top Jumbotron slider as trending images. f. Image and Video Tagging: At the point of upload, images, and videos are provided with word tags describing the nature of the asset. g. Collection Sales: Collections can be created by a user and images, and videos can be uploaded into the created collection and sold as a unit (paid) or offered for free. h. Individual and Company Badges: Users who are individuals and organizations shall be differentiated by the use of special badges and tags to be assigned by Atlas for ease of identification. i. Free Image Download: Free images can be downloaded on the platform. Degraded versions (Lower quality versions) of Freemium images can also be downloaded on Atlas. j. User Activity Tracking: On the Platform, user activity such as downloads, likes, comments, payments, sales, follow and unfollow of accounts shall be logged as a notification and displayed on the notifications modal as an added security measure or as an audit trail of the user‘s activity on the Platform.

We may add or remove Services from time to time, and we may modify or update the Services at any time without notice. Additional services not expressly stated herein may be provided on a case-by-case basis.

REGISTRATION AND ACCOUNT

In order to access some features of our Services you will need to create an account (an "Account") and may provide information, data, or content specific to you ("Account Information"). You agree to: (i) provide true, accurate, current and complete Account Information, (ii) maintain and promptly update your Account Information, (iii) only maintain one Account, (iv) never use another person’s Account, and (v) bear full responsibility for the activity on your account and the security of your credentials.

You agree that Atlas may use your Account Information to provide Services that you access or use and as otherwise set forth in these Terms. For certain Services, Atlas may require you to verify your phone number or email address and consent to a one-time SMS message or email sent through a third-party service provider. You are responsible for providing your accurate phone number or email address for verification purposes.

You are responsible for keeping your username and password secure and for restricting access to your password, your computer and mobile device while logged into the Services. You accept responsibility for all activities that occur under your Account or from your computer and mobile devices. You may not assign or otherwise transfer your Account to any other person or entity. If you believe that there has been unauthorized access to your username, password or your identity, please contact us as soon as possible so that we can work together to limit the damage. You may register for or log-in to your Account via a third-party network, such as Facebook or Google. If you do so, you hereby authorize Atlas to pre-populate the registration and other relevant information fields of your Account and/or to use such third-party credentials to log you into your Account. If you connect your account to a third-party network, you agree to comply with the terms and conditions and policies applicable to such third party.

We have the right to disable any username or password, whether chosen by you or allocated by us, and refuse current or future access to or use of the Services, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Service or if we consider that you are using our Services to upload or download content or infringe in any manner the rights of another person.

We also reserve the right to disclose your identity to any person who claims that any content you have uploaded to our Services infringes their intellectual property rights or their right to privacy or is defamatory.

You agree that we may change or discontinue the Services, temporarily or permanently, in our sole discretion and without prior notice. The Platform may download and install upgrades, updates and additional features in order to improve the Services. You agree that you will not rely on the continued availability of the Services in taking any action, refraining from any action, or entering into any commitment.

You agree that any Account you may create via these Services may be terminated, and/or some or all of the associated Account Information deleted, following a period of inactivity. Such deletion may be done without prior notice.

You agree that unless otherwise specified any Account Information which you upload or provide via the Services may be modified or deleted without prior notice and at Atlas's sole discretion. Therefore, to the extent any Account Information has importance to you, you agree to maintain an original copy separate from these Services.

LICENSE TO USE THE PLATFORM

We grant you a non-assignable, non-exclusive and revocable license to use the Platform in the manner permitted by these Terms. This license grant includes all updates, upgrades, new versions and replacement platforms for you to use in connection with our Services. The Services are protected by both Nigeria and foreign countries' copyright, trademark, and other applicable laws. For emphasis, nothing in these Terms gives you a right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features. All right, titles and interests in and to the Services are and will remain ours and/or our licensors’ exclusive property. You also agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from our Platform.

LICENSE TO USE IMAGES AND VIDEOS

The Platform permits users to search, view, and download image and videos contents that have been uploaded by other users. You may download and use images and videos from the Service in accordance with, and subject to, the Atlas Content License Agreement. You acknowledge and agree that you have read and that you understand and agree to be bound by the terms of the Atlas License.

Notwithstanding the foregoing, the Atlas License does not include the right to use:

A. Trademarks, logos, or brands that appear in Photos B. People’s images if they are recognizable in the Photos C. Works of art or authorship that appear in Photos

If you download photos with any of these depicted in them, you may need the permission of the brand owner of the brand or work of authorship or individual depending on how you use the Photo.

USER CONTENT

The Platform permits you to upload and post your images and videos, as well as written text, images, web links, location information, and other content (“User Content”). Any User Content that you make available on the Platform will belong to you or your licensors. We will not claim any ownership in your User Content. YOU OWN ALL OF YOUR USER CONTENT, INCLUDING ANY IMAGE OR VIDEO THAT YOU UPLOAD TO THE SITE

By uploading and posting any User Content on the Platform, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to host, store, transfer, display, adapt, perform, reproduce, modify, translate, and distribute your User Content (in whole or in part) in any media formats and through any media channels (now known or hereafter developed). You understand that we will not pay you for any use of your images or videos and that your images and videos will be made available to the public either as free, freemium or premium assets and for their use in accordance with the category of license granted.

When you upload images and videos to the Platform, in addition to the license that you grant us to post the images and videos publicly and permit other users to download and use them, you also authorize us under your copyrights to enforce any violations of the sublicenses we grant in the images and videos to others. In other words, if an Atlas user misuses one of your images or videos downloaded from the Platform, you authorize us to enforce your copyrights in the image or video on your behalf.

You acknowledge that you are solely responsible for your User Content and any consequences that occur because you’ve uploaded or posted the User Content on the Platform. Each time you upload or post User Content, you represent and warrant to us that you are the creator and owner of the User Content or have all necessary rights from other people or companies to use, and permit other users to use, your User Content on the Platform as envisioned in these Terms; and your User Content (including as used by you, us, or other users of the Service) does not and will not infringe or misappropriate any third party right, including copyright and other intellectual property rights, privacy rights, rights of publicity, or moral rights, or slander, defame, or libel anyone. You further represent and warrant that your User Content is your original work and/or you have the permission of any third parties that have rights in the User Content before you upload or post the User Content to the Platform.

There is no reasonable way for us to monitor all of the User Content that gets uploaded to or posted on the Platform, and we are under no obligation to you or the other users to monitor, edit, or control the User Content that you and other users upload or post to the Platform. You acknowledge and agree that we are not responsible for any User Content on the Platform and you agree not to make any claims against us on account of User Content.

We reserve the right at any time to remove, edit, screen, or block any User Content from the Platform (without notifying you first) for any reason, including if we think the User Content violates these Terms or is otherwise objectionable. When you use the Service, you will be exposed to the User Content of other users, some of which may be offensive, inaccurate, or indecent. We may investigate claims alleging that User Content violates these Terms and, in those cases, we alone will decide what actions to take (if any) regarding the User Content in question.

RELIANCE ON USER CONTENT

Atlas makes no representation, warranty, or endorsement regarding any user, the Platform or the authenticity, accuracy, completeness or usefulness of any User Content displayed in connection with the Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

PROHIBITED ACTIVITIES

As a condition of your use of the Services, you agree that you will not use the Services for any purpose or in any way that is prohibited by these Terms or that violates any applicable laws or regulations.  You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not collect or aggregate information regarding other users’ actions related to the Services, and you may not otherwise obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. You may not copy the look and feel of the Platform or access, download, copy, modify, distribute, perform, or use any content o the Platform to create a similar or competitive service or to contribute the contents to an existing similar or competitive service.

You may not create an Account, host, display, upload, modify, publish, store, update, share, email or otherwise transmit to Atlas information or any submission of any kind that, within the sole discretion of Atlas:

COPYRIGHT INFRINGEMENT

If you believe in good faith that any material uploaded to or posted on the Service infringe any of your copyrights, you may send notice to Atlas at technology@republic.com.ng requesting that the material or access to the material be removed.

Any notice that alleges materials hosted by or distributed through the Platform infringe intellectual property rights must include:

i. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right that is alleged to be infringed; ii. a description of the copyrighted work or other intellectual property that you claim has been infringed; iii. a description of the material that you claim is infringing and where it is located on the Platform; your address, telephone number, and email address; iv. a statement from you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and v. a statement by you that the information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

We will terminate (without notice) the accounts of users that we find are “repeat infringers,” which is a user who has been notified of infringing activity more than twice or has had infringing User Content removed from the Service more than twice.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send Atlas a counter-notice. Atlas suggests that you consult your legal advisor before filing a notice or counter-notice. You expressly acknowledge and agree that Atlas shall not be liable to you under any circumstances for declining to replace material.

WALLET TOP-UP, PAYMENT, AND WITHDRAWAL

We currently have multiple wallets on the Platform, a Dollar wallet and Naira wallet (USD wallet and NGN wallet), to facilitate transactions on the Platform. The wallets on the Platform can be topped-up using a third-party service, and the topped-up wallet can be used to facilitate the sales and purchase of assets on the Platform. Users can buy assets using their wallet balance and can also place withdrawals to be paid into their provided local and IBAN accounts.

If you purchase assets and/or products or services using your wallet balance through the Services, you will be asked to provide information about your preferred payment method (e.g., credit card, online payment service, a third party payment processor), or other payment method. If you provide your payment information (e.g., name, billing address, credit card information) you authorize us and certain third party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. Atlas may change the payment methods offered within the Services from time to time. You warrant that all such billing information is complete and accurate, and that you are authorized to use such account information for such payments. The use of a third party payment service (“Payment Processor”) is subject to any terms and conditions made available by the Payment Processor, and you must comply with all such terms and conditions. You acknowledge that you may be separately required to accept the Payment Processor’s own terms governing use of its services in the manner it specifies.

THIRD PARTY SERVICES

Third party products and services made available on the Services are made and offered directly by the applicable third party. When you pursue or purchase any such product or service, you acknowledge that you are contracting directly with such third party and not with Atlas. Your interaction with, or participation in promotions of, third parties found on or through the Services are solely between you and such third party. You are not obligated to use or transact business with any third party that appears on the Platform. YOU AGREE THAT ATLAS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU AS THE RESULT OF ANY OF YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES. We assume no responsibility for the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

BREACH OF THESE TERMS

Without prejudice to other rights accruable to us under these Terms, any breach of these Terms will warrant Atlas to take such measures that it deems appropriate to deal with the breach, which may include but shall not be limited to suspending or terminating your account, or prohibiting your access to and/or use of the Platform, blocking computers using your IP address from accessing the Platform, contacting your internet service provider to request that they block your access to the Platform and/or bringing court proceedings against you.

INDEMNITY

You are responsible for your use of the Service. You agree to defend and indemnify us, including our directors, officers, employees, consultants, affiliates, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with (i) your access to or use of the Service; (ii) your violation of these Terms or any law or regulation; (iii) your violation of anyone’s rights, including intellectual property rights; or (iv) any disputes between you and a third party. If you do have to defend us, we will have the right to assume exclusive control of the matter (without limiting your indemnification responsibilities) and, if that happens, you will cooperate with our defense of the claim.

DISCLAIMER; NO WARRANTIES

WE PROVIDE THE SERVICE, AND ALL CONTENT THAT’S AVAILABLE THROUGH THE SERVICE, ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR HARMFUL COMPONENTS, OR THAT WE WILL FIX ANY ERRORS OR HARMFUL COMPONENTS.

EXCEPT AS PROVIDED IN SECTION 17 BELOW, YOU USE THE SERVICE AT YOUR OWN RISK AND ASSUME ALL RISK FOR ANY DAMAGES THAT RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR INTERACTIONS WITH OTHER SERVICE USERS, AND ANY CONTENT AVAILABLE THROUGH THE SERVICE. YOUR USE OF THE SERVICE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THE CONTENT.

THE LAW IN SOME PLACES PROHIBITS A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT MAY VARY DEPENDING ON WHERE YOU RESIDE. WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. IN THE UNITED KINGDOM AND THE EUROPEAN UNION, THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS; FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR FOR OUR OBLIGATION TO PERFORM THE SERVICE WITH REASONABLE CARE AND SKILL OR FAILURE TO PERFORM THE SERVICE IN ACCORDANCE WITH INFORMATION PROVIDED ABOUT US OR THE SERVICE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE (OR INABILITY TO USE) THE SERVICE OR ANY CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF THE DAMAGES.

OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE (OR INABILITY TO USE) THE SERVICE OR ANY CONTENT AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER LEGAL THEORY SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID OR OWED FOR USE OF OUR SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.

THE LAW IN SOME PLACES DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE YOU AND US. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FEEDBACK AND REPORTING MISCONDUCT

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us at technology@republic.com.ng. You acknowledge and agree that all Feedback will be the sole and exclusive property of Atlas and you hereby irrevocably assign to Atlas and agree to irrevocably assign to Atlas all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Atlas’s request and expense, you will execute documents and take such further acts as Atlas may reasonably request to assist Atlas to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

In addition, if you feel any user is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Atlas.

ASSIGNMENT

You may not assign or transfer these Terms, by operation of law or otherwise, without Atlas’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Atlas may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

NOTICES

Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Atlas (i) via email (in each case to the email address that you provide) or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

FORCE MAJEURE

In no event will we be liable for any delay or failure to comply with these Terms to the extent that such failure arises from factors outside our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of your User Content.

SEVERABILITY

These Terms are intended to govern the agreement between Atlas and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

GOVERNING LAW AND JURISDICTION

These Terms will be interpreted in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict-of-law provisions. You and Atlas agree that any action brought by either party to interpret or enforce any provision of this Terms shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of the appropriate state or federal court for the district encompassing the Atlas’s principal place of business.

DISPUTE RESOLUTION

You and Atlas agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Platform (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration, which said arbitration shall be administered in accordance with the rules of the Arbitration and Conciliation Act (Chapter 18, Laws of the Federation of Nigeria 2004) by a single arbitrator appointed in accordance with such rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree to pay their respective costs and expenses of the arbitration, including their respective attorneys' fees, except that the prevailing party shall be entitled to recover its reasonable expenses, including reasonable attorneys' fees, from the non-prevailing party. Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

You acknowledge and agree that you and Atlas are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Atlas otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. This “Dispute Resolution” section will survive any termination of these Terms.

ENTIRE AGREEMENT

The Terms, our Privacy Policy, Atlas Content License Agreement and all other supplemental agreements incorporated into these Terms constitute the sole and entire agreement between you and Atlas with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

NO WAIVER

The failure of Atlas to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Atlas. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

CONTACTING ATLAS

If you have any questions about these Terms, please contact Atlas at: technology@republic.com.ng

EFFECTIVE DATE

This Terms of Use and Service is effective this 27th day of April 2023.

INTRODUCTION

This is a license agreement between you (“you” or “user”) and The Republic Inc., a Delaware Corporation, its subsidiaries, parents and affiliates (“Atlas”, “we,” “our,” or “us”) that explains how you can use photos, illustrations, and video (individually and collectively, "content") that you license from Atlas. By downloading content from Atlas, you accept the terms of this agreement.

TYPE OF LICENSE GRANTED

Atlas currently offers four types of image licensing categories; commercial rights, non-commercial rights, exclusive rights and non-exclusive rights. These rights are further granted either as royalty-free or rights-managed.

Royalty-free does not mean there is no cost for the license. Instead, the license fee is paid once and there is no need to pay additional royalties if the content is re-used. Royalty-free content is licensed for worldwide, unlimited, perpetual use, and pricing is as may be determined by Atlas. Rights-managed content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, geographic distribution or as determined by Atlas.

USE OF LICENSED CONTENT

You may use licensed content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Atlas are:

RESTRICTED USE

PERMITTED USERS OF LICENSED CONTENT

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

HOW WE PROTECT YOUR INFORMATION

We shall establish adequate controls in order to protect the integrity and confidentiality of your Personal Information, both in digital and physical format and to prevent your Personal Information from being accidentally or deliberately compromised.

INTELLECTUAL PROPERTY RIGHTS

All of the licensed content is owned by either Atlas or its content suppliers. All rights not expressly granted in this agreement are reserved by Atlas and the content suppliers. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.

TERMINATION/CONTENT WITHDRAWAL

REPRESENTATIONS AND WARRANTIES

For all licensed content, Atlas warrants that your use of such content in accordance with this agreement and in the form delivered by Atlas (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.

Unless specifically warranted above, Atlas does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial" or "intended for editorial" and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. You also acknowledge that organizers of sports, news and entertainment events sometimes impose contractual restrictions on commercial use of content captured at their events. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.

While Atlas has made reasonable efforts to correctly categorize, keyword, caption and title the content, Atlas does not warrant the accuracy of such information, or of any metadata provided with the content.

Except as provided in this section above, the content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Atlas does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.

INDEMNIFICATION

LIMITATION OF LIABILITY

ATLAS AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF ATLAS OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

ASSIGNMENT

You may not assign or transfer this agreement, by operation of law or otherwise, without Atlas’s prior written consent. Any attempt by you to assign or transfer this agreement, without such consent, will be null and of no effect. Atlas may assign or transfer this agreement, at its sole discretion, without restriction. Subject to the foregoing, this agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

NOTICE

All notices required to be sent to Getty Images under this agreement should be sent via email to technology@republic.com.ng. All notices to you will be sent via email to the email set out in your account.

WAIVER

The failure of Atlas to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Atlas.

SEVERABILITY

This agreement is intended to govern the relationship between Atlas and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of this agreement or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of this agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

GOVERNING LAW AND JURISDICTION

This agreement will be interpreted in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict-of-law provisions. You and Atlas agree that any action brought by either party to interpret or enforce any provision of this agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of the appropriate state or federal court for the district encompassing the Atlas’s principal place of business.

DISPUTE RESOLUTION

You and Atlas agree that any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Platform (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration, which said arbitration shall be administered in accordance with the rules of the Arbitration and Conciliation Act (Chapter 18, Laws of the Federation of Nigeria 2004) by a single arbitrator appointed in accordance with such rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree to pay their respective costs and expenses of the arbitration, including their respective attorneys' fees, except that the prevailing party shall be entitled to recover its reasonable expenses, including reasonable attorneys' fees, from the non-prevailing party. Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.