Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

• Company refers to Olu Nubi Medicare Ltd., its affiliates, employees, officers, directors, agents, and authorized representatives, with its principal place of business at 55 Diefenbaker Dr, Moose Jaw, SK S6J 0C2, Canada.
• Services refers to all professional services provided by the Company, including but not limited to computer systems design, IT consulting, technical services, cloud infrastructure solutions, cybersecurity assessments, data analytics, and any related deliverables, advice, or work products.
• Website refers to the website located at www.olunubi.mom and all subdomains, pages, and content contained therein.
• User, you, and your refer to any individual or entity that accesses the Website or engages the Services of the Company.
• Content refers to all text, images, graphics, code, data, documents, and other materials available on or through the Website or provided as part of the Services.
• Agreement refers to these Terms of Service, together with our Privacy Policy and any other policies or agreements referenced herein.

2. Acceptance of Terms

By accessing, browsing, or using the Website in any manner, or by engaging the Company for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, as well as our Privacy Policy, which is incorporated herein by reference. These Terms apply to all visitors, users, clients, and others who access or use the Website or Services.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, the terms User, you, and your shall refer to both you individually and the entity you represent.

We reserve the right to modify, update, or replace these Terms at any time at our sole discretion. When we make material changes, we will update the Last Updated date at the top of this page and provide notice as appropriate. Your continued use of the Website or Services after any such changes constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically for updates.

3. Services Description

Olu Nubi Medicare Ltd. provides professional services in the field of computer systems design and related technical services. Our service offerings include, but are not limited to:

3.1 Computer Systems Design

We design, architect, and plan computer systems and integrated technology solutions tailored to client requirements. This includes system architecture development, technology stack selection, system integration planning, infrastructure design, and technical specification documentation. All designs and deliverables produced are subject to the scope of work defined in the applicable service agreement or statement of work.

3.2 IT Consulting

Our IT consulting services encompass strategic technology advisory, digital transformation planning, IT infrastructure assessment and optimization, vendor evaluation and selection, technology roadmap development, and technical due diligence. Consulting engagements are governed by separate consulting agreements that outline the scope, deliverables, timeline, and fees.

3.3 Technical Services

We provide implementation, integration, configuration, migration, and support services for technology systems. The specific deliverables, milestones, acceptance criteria, and service levels for technical services engagements are defined in individual service agreements or statements of work executed between the Company and the client.

3.4 Service Agreements

All Services provided by the Company are subject to the terms of a separate written service agreement, statement of work, or engagement letter executed by both parties. In the event of any conflict between these general Terms of Service and a specific service agreement, the terms of the service agreement shall prevail with respect to the Services governed by that agreement.

4. User Obligations and Conduct

As a User of the Website and recipient of the Services, you agree to the following obligations:

4.1 Lawful Use

You agree to use the Website and Services only for lawful purposes and in compliance with all applicable federal, provincial, territorial, and local laws, statutes, regulations, and ordinances of Canada and the Province of Saskatchewan. You shall not use the Website or Services for any purpose that is unlawful, fraudulent, or prohibited by these Terms.

4.2 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Attempting to interfere with, compromise, or disrupt the integrity, security, or performance of the Website, servers, or networks connected to the Website
• Using any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission
• Uploading or transmitting any viruses, malware, worms, Trojan horses, or other malicious code
• Attempting to gain unauthorized access to any portion of the Website, the server on which it is stored, or any server, computer, or database connected to the Website
• Reproducing, duplicating, copying, selling, reselling, or exploiting any portion of the Website or Content without express written permission from the Company
• Engaging in any conduct that restricts or inhibits any other User from using or enjoying the Website

4.3 Accurate Information

When you provide information to the Company, including through contact forms, email, or during the engagement process, you agree to provide accurate, current, and complete information. You are responsible for maintaining the accuracy of any information you provide and for promptly updating such information as necessary.

4.4 Cooperation

Clients engaging our Services agree to provide reasonable cooperation, access to relevant systems and personnel, and timely feedback as reasonably required for the Company to perform the Services. Delays caused by a failure to cooperate may result in adjustments to project timelines and additional charges.

5. Intellectual Property Rights

5.1 Company Intellectual Property

All Content on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, software, code, and the overall design and arrangement of the Website, is the exclusive property of Olu Nubi Medicare Ltd. or its content suppliers and is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

The trademarks, service marks, and logos used and displayed on the Website, including the Olu Nubi name and the domain name olunubi.mom, are registered and unregistered trademarks of Olu Nubi Medicare Ltd. Nothing on the Website should be construed as granting any license or right to use any trademark without the prior written permission of the Company.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website and its Content solely for your personal or internal business purposes. This license does not include any right to modify, reproduce, distribute, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any Content from the Website, except as expressly permitted by these Terms.

5.3 Work Product and Deliverables

Unless otherwise agreed in a written service agreement, upon full payment for Services rendered, the Company grants the client a non-exclusive, perpetual, royalty-free license to use the deliverables and work products created specifically for that client for the client's internal business purposes. The Company retains ownership of all pre-existing materials, tools, methodologies, frameworks, and know-how used in the performance of the Services.

5.4 Feedback

Any feedback, comments, suggestions, or ideas you provide to the Company regarding the Website, Services, or any other aspect of our business shall become the sole property of the Company. We shall be entitled to use such feedback for any purpose without compensation, attribution, or restriction.

6. Confidentiality

In the course of providing Services, the Company may receive or have access to confidential and proprietary information belonging to the client. Confidential Information includes, but is not limited to, business plans, financial information, technical data, trade secrets, customer lists, source code, system architectures, security configurations, and any other information designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of its disclosure.

The Company agrees to hold all Confidential Information in strict confidence, to use such information solely for the purpose of performing the Services, and to not disclose any Confidential Information to third parties without the client's prior written consent, except as required by law. The Company shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no breach of these Terms by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party to allow a reasonable opportunity to contest such disclosure.

7. Limitation of Liability

To the fullest extent permitted by applicable law, Olu Nubi Medicare Ltd., its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, arising out of or in connection with:

• Your use or inability to use the Website or Services
• Any conduct or content of any third party on the Website
• Any content obtained from or through the Website
• Unauthorized access, use, or alteration of your transmissions or content
• Any errors, mistakes, or inaccuracies in the Content
• Any interruption or cessation of transmission to or from the Website
• Any bugs, viruses, or other harmful code that may be transmitted to or through the Website

The aggregate liability of the Company for any claims arising out of or relating to these Terms or the Services, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of fees actually paid by you to the Company for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations of liability set forth in this section shall apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

8. Disclaimer of Warranties

The Website and all Content, information, materials, and Services provided through or in connection with the Website are provided on an as is and as available basis, without any representations, warranties, or conditions of any kind, either express or implied. To the fullest extent permitted by applicable law, Olu Nubi Medicare Ltd. expressly disclaims all warranties, express or implied, including but not limited to:

• Implied warranties of merchantability and fitness for a particular purpose
• Implied warranties of title and non-infringement
• Warranties that the Website or Services will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components
• Warranties that the Content is accurate, complete, reliable, current, or error-free
• Warranties arising from course of dealing, course of performance, or usage of trade

The Company does not warrant or guarantee that any specific results or outcomes will be achieved through the use of the Website or Services. You acknowledge that your use of the Website and Services is at your sole risk and that you assume full responsibility for any loss or damage resulting from such use.

9. Indemnification

You agree to defend, indemnify, and hold harmless Olu Nubi Medicare Ltd., its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees and court costs, arising out of or in connection with:

• Your use of the Website or Services
• Your breach or alleged breach of any provision of these Terms
• Your violation of any applicable law, regulation, or third-party right
• Any content or information you provide to the Company
• Your negligence, willful misconduct, or fraudulent acts or omissions

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with the Company in asserting any available defenses. You shall not settle any indemnified claim without the Company's prior written consent.

10. Third-Party Links and Services

The Website may contain links to third-party websites, applications, services, or resources that are not owned or controlled by the Company. These links are provided solely for your convenience and do not imply any endorsement, sponsorship, or recommendation by the Company. The Company has no control over and assumes no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or services.

You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services available on or through any such websites or services. We encourage you to review the terms of service and privacy policies of all third-party websites you visit.

11. Termination

We reserve the right, in our sole discretion and without prior notice or liability, to terminate or suspend your access to the Website or Services, in whole or in part, for any reason, including but not limited to your breach of these Terms. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

Upon termination of any Service engagement, the client shall pay the Company for all Services performed and expenses incurred through the effective date of termination in accordance with the applicable service agreement. Any provisions of the service agreement relating to confidentiality, intellectual property, and limitation of liability shall survive termination.

12. Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the Province of Saskatchewan, Canada, and the federal laws of Canada applicable therein, without giving effect to any conflict of law principles.

Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts of competent jurisdiction located in the Province of Saskatchewan, Canada. You agree to submit to the personal jurisdiction of such courts and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Dispute Resolution

Before initiating any formal legal proceedings, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services informally and in good faith. The party raising a dispute shall provide written notice to the other party describing the nature and basis of the dispute. The parties shall then engage in good-faith discussions for a period of at least thirty (30) days from the date of notice to attempt to reach a mutually satisfactory resolution.

If the parties are unable to resolve the dispute through informal negotiations, either party may pursue any remedies available at law or in equity. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

14. Force Majeure

The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms or any service agreement to the extent such failure or delay is caused by events or circumstances beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental orders or regulations, failure of telecommunications or internet infrastructure, utility failures, or any other event that could not reasonably have been foreseen or prevented.

15. General Provisions

15.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any applicable service agreements, statements of work, or engagement letters, constitute the entire agreement between you and Olu Nubi Medicare Ltd. regarding the use of the Website and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

15.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms shall continue in full force and effect.

15.3 Waiver

No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms, in whole or in part, without restriction or prior notice, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

15.5 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and the Company. The Company is and shall remain an independent contractor in the performance of Services.

15.6 Electronic Communications

By using the Website or communicating with the Company electronically, you consent to receive communications from us electronically. We may communicate with you by email at the email address you have provided, by posting notices on the Website, or through other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

16. Contact Information

If you have any questions, concerns, or comments about these Terms of Service, or if you need to provide any legal notices to the Company, please contact us using the information below: