Thankyou for using Timeslate. These terms and conditions govern your use of oursoftware and website known as Timeslate, a product and service of QucoonLimited (collectively, the “Company”, Timeslate”, “we”, “us”,“our” and the like). By USING Timeslate in any form or manner (“theService”), YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.Which creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not create a Serviceaccount or otherwise use the Service.

Your User Accountand Content‍
To access this Service, youare required to create a user account in order to connect with a Professionalor to provide a Consultancy service to a customer. While creating your account,you agree to provide accurate, true, complete, and up to date information aboutyourself. You are required to periodically update your profile with Timeslate whenever your informationchanges.

You are fully and solelyresponsible for the safeguard of your password and username and you agree tokeep your account details confidential. You may be held liable for the lossescaused to Timeslate or any other third party as aresult of third-party unauthorized access into your account. You must notify Timeslateas soon as you suspect any unauthorized access into your account or believeyour password has been stolen.

You agree that you are abovethe age of 18.

As a Professional, you agree and undertake to possess the appropriate qualification, credentials and expertise required to effectively mentor, teach and offer any service through the Platform. You further undertake to ensure your sessions and teachings and content shared with the customer meets with the expected industry standards.

The Professional agrees to provide tutorial sessions for the customer which will be held through zoom video conferencing. You may not share contents, resources, or links with your mentee (“Shared Content”), however, In the event that you do, you undertake to possess the necessary rights and permission to share the Shared Content with customers or any other person via the Platform. You agree to grant Timeslate the after which the license shall expire.

Timeslate grants you the customer, a limited, non-exclusive, non-transferrable license to access the Shared Content and view for a period of one year which shall expire at the eve of the anniversary of the session held between the Professional and the customer via the platform. We may disable or revoke the customer access to the Shared Content if it is perceived or there are reported violation of any laws or regulation during the session which includes third party copyright issues or claims to any shared Content. The Limited license to the Shared Content given to you as a user whether as a Professional or Customer does not provide you with the right to sell, distribute, distribute, or perform unauthorized download of the Shared Content.

The access to the Shared Content for which you have paid for is solely for your personal, non-commercial and educational purposes.

Payment‍
You agree to pay the fees for the slot/session booked with the Professional through and you hereby authorize us to charge your debit or credit card or process other means of payment authorized from time to time by Timeslate. You agree to use only authorized payment methods on the platform and in the event that the payment fails and access to the services are still granted, you agree to pay us the corresponding fees within 20 business days of notification of non-receipt of the fees. We reserve the right to disable any account and/or discontinue access to any Shared Content for which we have not received payment for.
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All fees payable by you are exclusive of applicable taxes and duties. If you are legallyentitled to an exemption from any sales, use or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law,you will notify us and will pay us any additional amounts necessary to ensurethat the net amount that we receive, after any deduction and withholding,equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

General Terms‍
You agree not to use the Services or create an account for unlawful purposes. Youruse of the Timeslate Platformmust comply with all applicable local and International Laws and you are solelyresponsible for such compliance.
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As a student you may ask questions and post reviews of the session or given tasksto further help with the mentoring session. You agree and undertake to ensuresuch extra tasks are completed without the violation of third-party rights.
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If you are a Professional, you are expected to engage the session with utmostskill and expertise in the area in which you intend to provide mentorship ortrain. You are not required to share contents with your customers and so youmay not share these contents or links and so you will be fully responsible forthe consequences of any contravention of third-party rights or laws violated by sharing those content.

We have the rights to suspend or terminate your account in an event of any violation of any laws including copyrights and/or remove or block your access to our platform or Service.

Limitation of Liability
The skill and expertise as well as the veracity of the information shared with the Customerby the Professional is not in any way guaranteed by Timeslate. You rely on the information or advise provided by the Professional at your own risk.
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You may be exposed to offensive and objectionable content however; we have no responsibility to keep such content/information away from you and no liability for your access or booking of a session to the extent permitted by law.

You interact directly with the Professional or Customer and you are to exercise utmost caution in sharing your personal information. Timeslate will not be responsible or liable for whatever the recipient does with the information. There is no employer/employee relationship between the Professional and Timeslate neither is there an agency or partnership between them. Timeslate is not responsible/liable for any disputes, claims, losses, injury or damages that may occur as a result of the interaction between the Professional and the Customer.

Rights of Timeslate
All rights and interest in Timeslate and its Services including the Applications,Websites both existing and future applications, APIs, Database and contentprovided by our partners and employee are vested in Timeslate You have no rights:
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You may be exposed to offensive and objectionable content however; we have no responsibility to keep such content/information away from you and no liability for your access or booking of a session to the extent permitted by law.

You interact directly with the Professional or Customer and you are to exercise utmost caution in sharing your personal information. Timeslate will not be responsible or liable for whatever the recipient does with the information. There is no employer/employee relationship between the Professional and Timeslate neither is there an agency or partnership between them. Timeslate is not responsible/liable for any disputes, claims, losses, injury or damages that may occur as a result of the interaction between the Professional and the Customer.

• ‍To use the name,logo, trademarks, domains names or distinctive features of Timeslate.
• To disable, interfere or access any unauthorized feature of the platform.
• To copy, modifyor reverse engineer or attempt to discover any source code or content of Timeslate.

Subscription
‍Your Subscription provides you with a non-exclusive, non-transferable license from Timeslate to access the plan you have chosen. The subscription plan you purchasedetermines the features and pricing of your access. Timeslate reserves the right to revoke any license to use the content of our platform.

Binding Agreement
‍You agree that by registering, accessing, orusing our Services, you are agreeing to enter into a legally binding contractwith Timeslate. If you donot agree to these Terms, do not register, access, or otherwise use any of our Services.

If you are a Professional accepting these Terms and using ourServices on behalf of a company, organization, government, or other legalentity, you represent and warrant that you are authorized to do so.

Any version of these Terms in a language other than English isprovided for convenience and you understand and agree that the English languagewill control if there is any conflict.

These Terms (including any agreements and policies linked fromthese Terms) constitute the entire agreement between you and us

If any part of these Terms is found to be invalid or unenforceableby applicable law, then that provision will be deemed superseded by a valid,enforceable provision that most closely matches the intent of the originalprovision and the remainder of these Terms will continue in effect.

Disclaimer
‍In the event that our platform is down, which may be by reason of a scheduled maintenance or as a result of a technical malfunction. It may happen that one of our Professional made or is making misleading statements during their sessions. It may also happen that we encounter security issues or such other circumstances. You accept that you will not have any recourse against us in any of these types of cases where things don’t work out right. In legal, more complete language, the Services and their content are provided on an “as is” and “as available” basis. We (and our affiliates, suppliers, partners, and agents) make no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services or their content, and expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We (and our affiliates, suppliers, partners, and agents) make no warranty that you will obtain specific results from use of the Services. Your use of the Services (including any content) is entirely at your own risk. Some jurisdictions don’t allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.We may decide to cease making available certain features of the Services at any time and for any reason. Under no circumstances will Timeslate or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features.

By accessing or using the service you represent and warrant that your activities are lawful in every jurisdiction where you access or use the service.

The Timeslate parties do not endorse content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability, or other cause of any kind or character based upon or resulting from any content.We are not responsible for delay or failure of our performance of any of theServices caused by events beyond our reasonable control, like an act of war,hostility, or sabotage; natural disaster; electrical, internet, ortelecommunication outage; or government restrictions.

License Limitations
‍ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY OF OUR SITES OR SERVICE IS A VIOLATION OF OUR POLICY AND MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.

WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR WE SUSPECT THAT YOU ARE, FAILING TO COMPLY WITH ANY TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR ACCOUNT AND ANY USER CONTENT AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS, AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, OR TERMINATE THE SERVICEAND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SERVICES ANDSITES, AND THEIR CONTENT, AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKETECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WEBELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGINGTHE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLYWITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, INAPPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATEACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

We reserve the right to stop offering and/or supporting the Service or aparticular part of the Service at any time either permanently or temporarily.In such event, we shall not be required to provide refunds, benefits or othercompensation to users in connection with such discontinued elements of the Service.

Indemnification
‍You(and also any third party for whom you operate an account or activity on theService) agree to defend (at our request), indemnify, and hold the TIMESLATE Partiesharmless from and against any claims, liabilities, damages, losses, andexpenses, including without limitation, reasonable attorney's fees and costs,arising out of or in any way connected with any of the following (including asa result of your direct activities on the Service or those conducted on your behalf):

• ‍Your Content or your access to or use of theService
• Your breach or alleged breach of these Terms
• Your violation of any third-party right,including without limitation, any intellectual property right, publicity,confidentiality, property, or privacy right
• Your violation of any laws, rules, regulations, codes, statutes, ordinances, ororders of any governmental and quasi-governmental authorities, including,without limitation, all regulatory, administrative and legislative authorities;or
• Any misrepresentation made by you.

You will cooperate as fully required by us in the defense of any claim. We reservethe right to assume the exclusive defense and control of any matter subject toindemnification by you, and you will not in any event settle any claim withoutour prior written consent. Notwithstanding the foregoing, you agree that thecost of any such defense will be at your sole and exclusive expense.

Arbitration.
‍The parties hereby agree that any and all controversies, claims or disputes betweenyou and Timeslate arisingout of, relating to, or resulting from this Agreement, the Privacy Policy andother related or similar agreements shall be subject to binding arbitrationpursuant to the terms and conditions of this Arbitration Agreement, and not anycourt action. All aspects of the arbitration proceeding, and any ruling,decision or award by the arbitrator, will be strictly confidential.

ClassAction Waiver. YOU AND TIMESLATE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINSTTHE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER INANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIESAGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONEPERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ACONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAYAWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY INFAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TOPROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

Arbitration Procedures.
‍Any dispute arising out of this Agreement,whether as to its construction or as to its provisions shall be referred to asingle arbitrator appointed jointly by the Parties or failing agreement, by theChairman of the Chartered Institute of Arbitrators, Nigerian Branch. The venueof Arbitration shall be in Lagos. Each party share bear its own expenses andcost of arbitration.

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Claims.YOU AND TIMESLATE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TOTHIS AGREEMENT OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSEOF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED