1. INTRODUCTION

Throughout this Terms of Use Agreement, the following terms shall have the meanings ascribed herein:

i. “EROM” “we”, “us”, or “our” refers to EROM Healthcare Limited;
ii. “You” and “User” refers to you, users of our Services and any entity or organization you or such users represent;
iii. “Parties” refers to EROM and the User collectively and “Party” refers to EROM or the User;
iv. “Website” refers to www.eromdiagnostics.com and its sub-domains, our mobile apps and services which incorporates this Terms of User;
v. “Services” refers to services branded with the EROM name, collectively, the website, widgets, information, email notifications and other media, or portions of such media, through which you have accessed this Terms of Use.

2. PRIVACY POLICY

By using our Services, you acknowledge that you have read and understood our Privacy Policy. The Terms of Use incorporates this Privacy Policy in full and, by agreeing to the Terms of Use, you agree to be bound by the terms of the Privacy Policy.

3. YOUR COMPLIANCE WITH THE TERMS OF USE

By using our Services and visiting our Website, you voluntarily accept and consent to the Terms of Use, and your consent and acceptance are supported by sufficient and valuable consideration. You acknowledge that this consideration includes, but is not limited to, access to our Services and your ability to interact with our Services. You
expressly represent that you have the capacity to agree to be bound to the Terms of Use and given that if you are acting on behalf of a business entity or other organization, agree that you have the authority to so bind that entity or organization.

4. REPRESENTATION OF DATA COLLECTION

You consent to and agree that EROM may collect data and Personal Data, as defined under our Privacy Policy from you even though we may not be able to offer you any Services. If you voluntarily provide us with any information about yourself or a third party, you agree that EROM reserves the right to use that data for market analysis, advertising, or other commercial purposes. This is true even if EROM cannot offer you or a third-party Service at the time you provide us with this information.

5. USE OF OUR SERVICES

You may not copy, reproduce, sell, distribute, replicate, duplicate, relay, transmit, broadcast, or license our Services, related content, or generated data without EROM’s prior express written consent. Your use of our Services is not transferable by you to any other person or entity. Your access and use of our Services may be interrupted by, without limitation, maintenance of our Website or inadvertently by a third party or parties. We reserve the sole right to suspend or discontinue the availability of our Services at any time in our sole discretion and without prior notice or consent.

6. PROHIBITED ACTIVITIES

You are responsible for anything you transmit to or through EROM’s Website or to EROM through email, text, social media review websites or any similar service. You represent that your transmissions to EROM are and will be truthful, accurate, not misleading, offered in good faith and that you have authority to transmit such information. In using this Website, you agree that it is solely your responsibility to
avoid certain activities that we deem, at our discretion, to be prohibited. These prohibited activities include without limitation:

• Criminal activity or tortious activity, including fraud or misrepresentation, harassment, infringement or misappropriation of a third party’s copyright, trademark, patent, trade secret, or other intellectual property, slander, libel, defamation, or use of content that is obscene, pornographic, vulgar or offensive, use of content that promotes discrimination, bigotry, racism, hatred, harassment, violence, or harm against any individual or group, and content that promotes illegal or harmful activities or substances;
• Advertising to, or solicitation of, any user to buy or sell any products or services;
• Attempting to impersonate, or impersonating, another user or entity;
• Using a false email address, phone number, postal address, or contact information. You are also prohibited from using an email address, phone number, address or contact information of another entity or person without authorization;
• Attempting to access or search the Services or engaging in any automated use of the System, such as using scripts, spiders, crawlers, data mining tools, or the like to collect data, send comments or messages, post on forums, and/or request information;
• Attempting to probe, scan, or test the vulnerability of any EROM system or network, or breach any security or authentication measures;
• Interfering with, disrupting, or creating an undue burden on our Services or the underlying networks;
• Accessing or tampering with non-public areas of the Services, EROM’s computer systems, or the technical delivery systems of EROM’s providers;
• Avoiding, bypassing, removing, deactivating, impairing, descrambling otherwise circumventing any technological measure implemented by EROM or any of EROM’s providers or any other authorized third party to protect the Services;
• Using meta tags or other hidden text or metadata utilizing a EROM trademark, logo, URL, or product name without EROM’s express written consent;
• Using information or scraping information from our Services for any purpose whatsoever;
• Using the Services for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Terms of Use.

7. MONITORING OF SERVICES

We reserve the right but have no obligation to monitor our Services for your or third-party violations of the Terms of Use, take appropriate legal action against anyone who violates the Terms of Use, refuse or restrict access to or availability of any user`s interaction with the Services, remove the Services, or otherwise disable all files and
content at our discretion, and otherwise manage the Services in order to protect the rights and property of EROM and its Customers.

8. TERMINATION OF YOUR ACCOUNT OR USE OF OUR SERVICES

We may restrict, suspend, or terminate your use of or access to our Services in the event that you violate the Terms of Use and, at our sole discretion, as permitted by law. We may change the Services or content, or otherwise restrict access to all or parts of our Services without providing notice at our discretion, as permitted by law.

9. CONTENT

EROM makes no representations or warranties about the suitability of the content of its Website for any purpose. EROM provides all content of its Website on an “as is” and
an “as available” basis without any warranty of any kind.

10. OUR ACCOUNT

You are responsible for maintaining the confidentiality of your username and password, if you choose to use our Website. You agree to take responsibility for all activities that occur under your account or password. You acknowledge that EROM is not responsible for theft or misappropriation of your account. You further agree to
notify us immediately, if you become aware of any unauthorized use involving your username and/or password. We reserve the right to refuse or cancel the registration of any username at our sole discretion.

11. DISCLAIMERS AND LIMITATIONS ON LIABILITY

EROM makes no warranty of any kind whatsoever – express or implied – with respect to the contents of its Services. EROM hereby disclaims any, and all implied warranties
of merchantability, title, non-infringement, and fitness for a particular purpose. You expressly agree that your use of our Services is at your sole risk. It is solely your independent duty and responsibility to verify and evaluate the accuracy, correctness, reliability, and completeness of ANY Services. We make no warranty or guarantee that any content available for downloading is free from infection from any computer programming or other glitches which may contaminate damage, interfere with, destroy, intercept, or expropriate any system, data, or personal information. We do not make any representations, warranties, or guarantees – express or implied – regarding quotes or offers provided on or through our Services. As such, EROM will not be liable for any loss or damage suffered as a result of the content or services furnished from such service providers. We further make no representations, guarantees, or warranties that our Services are appropriate or available for use in jurisdictions outside of the Federal Republic of Nigeria. If you access or otherwise use our Services from these jurisdictions, you do
so of your own volition and risk, and are solely responsible for compliance with local and international law. EROM will not be held liable to anyone for any liability arising out of, or in any way relating to, any damages, loss, or claim whatsoever, no matter how occasioned, in connection with or arising out of access to or use of the contents of its Services. In no event shall EROM be liable for any special, indirect, exemplary, or consequential damages or any damages whatsoever, including, but not limited to, loss of use, data, or profits, without regard to the form of any action, including, but not limited to, contract or negligence or other tortious actions, arising out of or in connection with the use, reproduction, or display of the content.

12. EROM’S REPRESENTATIONS AND DISCLAIMERS:

EROM believes the content provided through its Services to be accurate, complete, and current. However, inadvertent technical or factual inaccuracies may arise and, therefore, EROM does not warrant that its content is accurate, complete, and current. Content that EROM provides through its Website is meant for information purposes only. However, such information merely constitutes a general description of our Services and business. You acknowledge and agree that such recommendations may omit coverage that may be necessary or advisable for you and such recommendations may differ from recommendations that you might receive were you to seek advice specific to your individual circumstances. You must submit a complete application to obtain a particular coverage. Issuance of insurance coverage is dependent on underwriting
approval; availability and coverages may vary by state. We also recommend that you obtain additional information and advice from your accountant, attorney, and other
advisors that can take your individual circumstances into account. You hereby release EROM of any loss, cost, damages, or claim in connection with or arising from your use of a service or product, including any fees charged.

13. YOUR REPRESENTATIONS

By using our Services, you represent and warrant to us that:
• You are at least 18 years of age; and
• You authorize EROM, as well as its agents and representatives, to obtain information from a third party in order to assess your insurability, or for any permissible purpose.

14. INDEMNIFICATION

By using our Services, you agree to indemnify, defend, and hold EROM harmless against any claim, cost, fine, damages, including attorneys’ fees, arising from or related to your use of our Services.

15. INTELLECTUAL PROPERTY RIGHTS

15.1 Our names, graphics, and logos used in connection with our Services, service marks, icons, page headers, page layouts, scripts, and unique terminology are our trademarks and trade dress (collectively, “Proprietary Marks”) in the Federal Republic of Nigeria. You may not use our Proprietary Marks without our express and written permission. EROM makes no proprietary claim to any third-party names, trademarks, or service marks appearing on our Services as the rights related to these names, trademarks, or service marks belong to their respective owners;

15.2 Any information, advice, data, or other content, which may be contained in or downloaded from our Services (collectively referred to as “Content”), including, but not limited to, all text, graphics, charts, images, videos, icons, and renditions, are copyrighted by, or otherwise licensed to, us or our Content suppliers. We also own copyrights to a collective work in the selection, coordination, arrangement, organization, navigation, presentation, display, and selective alteration of the Content (referred to as “Collective Work”). All software used in providing or supporting our Services (“Software”) is our property or the property of our software vendors and is protected by the Federal Republic of Nigeria and international copyright laws. Any access you may have, including but not limited to, viewing, reading, printing, downloading or otherwise using the Content, Collective Work, or Software does not waive any of our rights and does not entitle you or any third party to any ownership or intellectual property rights.

15.3 You are solely liable for any damages arising from your infringement of our or any third-party intellectual property rights with respect to the Proprietary Marks, Content, Collective Work, Software, or third-party names, trademarks, or service marks. You are solely responsible for any harm incurred to us or our affiliates as a direct or indirect result of your copying, distributing, redistributing, publishing, or using the same for purposes that are expressly or impliedly in violation of this Terms of Use.

16. NO THIRD-PARTY BINDING EFFECT

The Terms of Use are between you and EROM, and no provision within the Terms of Use confers any implied or express right to any third party, although there may be links to third-party sites or third-party services, the linked sites are not controlled by EROM and EROM is not responsible for the contents on the linked sites. EROM is only providing these links for conveniences, and the inclusion of any link does not imply association with it operators. The Terms of Use do not provide you with any authority to bind EROM in any way.

17. ASSIGNMENT

You may not transfer, assign, or license your rights under the Terms of Use without our prior express and written consent.

18. OUR SERVICES ARE NOT INTENDED FOR MINORS

Our Services are not directed at minors, that is, persons younger than 18 years old. If you are not at least 18 years old, please do not attempt to access our services. We do not knowingly contact or collect personal information from persons under 18 years old, and such a person should not provide us with any information.

19. DISPUTE RESOLUTION

19.1 The Parties shall in good faith, use their reasonable best efforts to resolve any dispute that may arise in relation to this Agreement through dialogues and negotiations within twenty (20) days of such dispute’s occurrence.

19.2 Where the Parties cannot jointly resolve the dispute wholly or partly, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18 Laws of the Federation of Nigeria, 2004. The arbitral tribunal shall be composed of one (1) arbitrator who shall be jointly appointed by the Parties. Where the Parties are unable to agree on a choice of arbitrator, the nomination shall be made by the Chairman for the time being of the Nigerian branch of the Chartered Institute of Arbitrators, United Kingdom. The seat or legal place of arbitration shall be Lagos, while the language to be used in the arbitral proceedings shall be English.

19.3 All reasonable costs and expenses attributable to the arbitration (including the fees of the arbitrator) shall be allocated equally between the Parties unless the arbitrator shall determine it is appropriate under the circumstances to allocate such costs and expenses in a different manner.

20. WRITTEN MODIFICATION

The Terms of Use shall only be modified in writing. The individual employees of EROM, EROM’s affiliate companies, and third parties are not authorized to modify the Terms of Use except by the mechanism stated herein. Any employee offering to modify the Terms of Use is not acting as an agent of EROM or with proper authority to bind EROM. You agree not to rely on any statement, written or oral, by any employee or agent of EROM or any third party with respect to modification or interpretation of the Terms of Use.

21. NOTICES

21.1 Notices to you: In using our Services, you may choose to communicate with us by providing us with feedback, comments, questions, or proposals. In doing so, you agree to allow EROM to use this information in any way consistent with the Terms of Use and our Privacy Policy.

21.2 In the event EROM may choose or become obligated to provide you with notices under or related to the Terms of Use, you consent to receive such notices or related communications by EROM posting them on its Website, by
sending them to you via an email address you provided, or by sending them to a postal address you provided, at our discretion. You further agree that any such communication as described herein satisfies any legal requirement that the communication must be provided in writing.

21.3 Notices to EROM: If you have any questions about the Terms of Use or wish to notify us in relation to your use of our Services, you may contact EROM by email at info@eromdiagnostics.com.

22. SEVERABILITY

Except as otherwise provided herein, in the event that any provision contained within the Terms of Use is deemed to be unenforceable, invalid, or ambiguous, such provision shall be limited or discarded to the minimum extent necessary so that the remaining provisions of the Terms of Use remain in full force and enforceable.

23. NON-WAIVER

Neither party shall be deemed to have waived, in whole or in part, any of its rights granted herein by its failure to exercise, in whole or in part, any right herein.

24. NOTIFICATION OF CHANGES

At its discretion, EROM may amend the Terms of Use from time to time. We will post any such material changes to our Website along with a notice indicating that the Terms of Use have changed at least thirty (30) days prior to the effective date of these changes, when practicable. Should we materially change the Terms of Use, you may cancel your account with us by contacting us in accordance with Clause 21.3 (“Notices to EROM”) provision of the Terms of Use before the effective date of the modified Terms of Use. You will not be bound by the updated Terms of Use if you cancel your account within this period.

25. FORCE MAJEURE

Neither party shall be responsible for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government restriction, labor disturbances, unavailability of anticipated or usual means of supplies, wrecks, epidemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond any party’s reasonable control.

26. ENTIRE AGREEMENT

You agree to be bound by the terms and conditions contained within the Terms of Use, as well as our Privacy Policy. Collectively, these form a legally binding agreement between us and you. The Terms of Use and only the Privacy Policy expressly incorporated by reference herein constitute the entire agreement of the parties and supersede any prior or contemporaneous agreements, understandings, warranties, or understandings, whether written or oral, whether express or implied, with connection to our Services.

27. GOVERNING LAW AND JURISDICTION

You agree that the Terms of Use are governed and interpreted in accordance with the laws of the Federal Republic of Nigeria. By using our Services, you agree and
submit to the exclusive jurisdiction of the High Courts of Lagos in order to resolve any dispute arising from your use of the Services, including but not limited to the enforcement of any arbitration award. You further agree to waive any objection to such jurisdiction or venue.

Contact Us
All access requests, questions, comments, complaints, and other requests regarding this Policy should be sent to https://www.eromdiagnostics.com

We may request additional details from you regarding your complaints and keep records of your requests and resolution.