Terms of Use

1. Agreement Overview

1.1. Mandatory Arbitration

THIS RESIDENT ASSOCIATION TERMS OF USE (“AGREEMENT”) CONTAINS

A MANDATORY DISPUTE RESOLUTION PROVISION IN CLAUSE 29, WHICH

INCLUDES INDIVIDUAL ARBITRATION THAT REQUIRES THE USE OF

ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. PLEASE

READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING

THE SERVICES TO ENSURE THAT YOU UNDERSTAND YOUR RIGHTS.

1.2. Residents Terms of Use

This Agreement is a legal agreement between You (“You”/“Your”/“Resident”)

and Lekki Phase 1 Residents Association (“LERA”/“We”/“Us”/“Our”). This

Agreement contains the terms and conditions that govern Your use of Our

platform, membership in Our community, Our community management services,

and related digital platforms (Our “Services”), which are made available and

hosted via https://www.lekkiphase1.org/, including any associated domains

(“Platform”). One or more of the Services or features may be governed by a

different agreement, which will be communicated to You where applicable. Any

subscription to or registration for such additional services will be governed by the

terms of use applicable to those services. Except as otherwise agreed, You

acknowledge and agree that Your use of the Platform and Services is also

governed by Our Privacy Policy (the “LERA Privacy Policy”), and Our

Community Rules, which are incorporated by reference into this Agreement.

1.3. Amendments to this Agreement

LERA reserves the right to amend or update this Agreement at any time and may

notify You of any material changes by posting the revised Agreement on the

Platform. All changes shall be effective upon posting. You should check this

Agreement periodically for such changes. Your continued use of the Platform

after any such changes to this Terms of Use constitutes Your agreement to be

bound by such changes.

1.4. Suspension and Termination of Services

Without limiting Our other rights or remedies, LERA may terminate, suspend,

change, or restrict access to all or any part of the Services without notice or

liability where such is necessary to protect the interests of LERA, proper

functioning of Our Platform, or community operations. The need to preserve Our

interests may arise in a variety of circumstances, including where (i) LERA

reasonably determines that there is an imminent or ongoing threat or attack on

the Services or the Platform or other event that may create a risk to the Services,

or other user of the Services; (ii) A Resident’s use of the Services or the Platform

disrupts or poses a security, privacy, financial, competitive or material

reputational risk to LERA, the Services or any other user; (iii) A Resident is in

breach of any portion of this Agreement or Our relevant Community Rules, (iv)

Any amount owed by a Resident under this Agreement or in relation to Residents

membership is overdue. LERA will have no liability for any damage, liabilities,

losses (including any loss of data or profits), or any other consequences that You

may incur as a result of any such termination or suspension.

2. Eligibility and Acceptance of Our Terms & Conditions

2.1. To be eligible to use any of Our Services, You must review and accept the terms

set forth in this Agreement. Your authorization to access and use any of Our

Services is conditioned on Your acceptance of and compliance with the terms of

this Agreement. As used in this Agreement, "You" and "Your" refer to the

Resident, homeowner, or business that agrees to be bound by this Agreement.

By accessing or using the Platform or signing up to create a profile on Our

Platform (“LERA Profile”), You acknowledge that You have read, understood,

and agree to be bound by this Agreement and any related policies, including Our

Privacy Policy and Community Rules, which are incorporated herein by

reference, effective as of the date of such use or registration. You agree to

comply with all applicable laws, regulations incorporated into this Agreement in

connection with Your use of the Services. If You do not agree with these terms,

please do not access or use the Platform or Our Services. Your authorization to

access and use any of Our Services is conditioned on Your acceptance of and

compliance with the terms of this Agreement and Our Community Rules. You

acknowledge that no term in any Form or other instrument entered into between

You and LERA or any agent or third party used by LERA for Our Services will

modify or be deemed to modify this Agreement unless expressly agreed with

LERA, in writing. The Platform and Services are available to both individual

residents and business residents within the community. Some services may be

governed by additional or separate terms (for example, event participation or

vendor access), which will be communicated to You when applicable. By using

those Services, You agree to be bound by their specific terms.

2.2. Authorised Representatives

You may authorize an individual (“Authorized Representative”) to manage Your

access to and use of the Services and Platform. Authorized Representatives

must be at least 18 years old or legally permitted to use the Services. You are

responsible for all actions and omissions of any Authorized Representative or

other individual accessing the Services under Your account and must ensure

such use complies with the terms of this Agreement, all applicable laws, and Our

Community Rules. If You are agreeing to this Terms of Use on behalf of a

business resident or collective resident entity, You hereby represent and warrant

that You are the Authorised Representative of that business and that You have

the authority to bind that entity that business with the understanding that this

Agreement will be binding on that business. We reserve the right to take legal

action in cases of misuse, unauthorized access, or fraudulent representations.

3. Additional Definitions

“Intellectual Property Rights” means any and all registered and unregistered

rights granted, applied for, or otherwise now or hereafter in existence under or

related to any patent, copyright, trademark, trade secret, database protection, or

other Intellectual Property Rights laws, and all similar or equivalent rights or

forms of protection, in any part of the world.

“LERA Materials” all documents, systems, processes, software, content,

templates, policies, community management tools, and other materials

developed, provided, or used by LERA in connection with the Platform or

Services. LERA Materials include any Resultant Data and data derived from

LERA’s monitoring of Residents’ use of the Platform, but do not include Resident

Data.

“Resident Account” means the account created by You or on Your behalf for

accessing Our Platform and related Services, subject to this Agreement.

“Resident Data” means all information, communications, data, and content in

any form or medium that You submit, upload, or provide through the Platform, or

that is otherwise received directly or indirectly by LERA from Residents. For the

avoidance of doubt, Resident Data does not include Resultant Data.

“Resultant Data” means aggregated, or anonymized data derived from Your use

of the Platform or Services, which We may use for community management,

planning, service improvement, or statistical analysis in compliance with data

protection laws.

“Services” as used in this Agreement includes all community management

activities, maintenance, administrative support, security services, improvements,

updates, enhancements, error corrections, bug fixes, release notes, upgrades,

features, tools, or functions introduced on the Platform and changes thereto, as

developed by LERA and made available to You.

“Third-Party Materials” means any materials, applications, or services

integrated into or used alongside Our Platform that are not owned by Us, such as

payment processors, hosting services, or communication tools.

4. Access and Use of the Services

4.1. License Grant

LERA grants You a non-exclusive, non-transferable, limited right to access and

use the Platform and related services for legitimate community purposes only,

during Your residence within the Lekki Phase 1 community (the “Term”). Your use

of the Platform must be in accordance with this Agreement and for activities such

as: (a) accessing announcements and community updates; (b) paying dues; (c)

booking or accessing communal facilities; (d) participating in Resident forums,

polls, or discussions; and (e) submitting maintenance requests or event

participation. You shall not use the Platform for unlawful, defamatory, harassing,

or commercial purposes unrelated to Our objectives, sublicense, resell,

distribute, copy, modify, or reverse engineer, or otherwise exploit the Platform or

any portion thereof.

4.2 Ownership

Nothing in this Agreement grants any right, title, or interest in or to (including any

license under) any Intellectual Property Rights in or relating to the Services,

LERA Materials, or Third-Party Materials, whether expressly, by implication,

estoppel, or otherwise to You. All rights, title, and interest in and to the Services,

the LERA Materials, and the Third-Party Materials are and will remain that of

LERA and the respective rights holders in the Third-Party Materials.

4.3 Third-Party Services and Shared Information

1. The Platform and the Services may contain links to third-party platforms or

resources such as payment processors, communication tools, cloud hosting

providers, or maintenance service vendors (“Third-Party Partners”). LERA

provides these links only for convenience and is not responsible for the content,

products, or services on or available from those other platforms or resources, or

links displayed on such third-party platforms. You assume all risk arising from

Your use of any third-party platforms or resources. The owners of such third-party

platforms may require You to agree to terms and conditions or agreements with

respect to their provision of the relevant services to You. By using the Services,

You acknowledge and agree that any third-party services utilized by Us will be

subject to their respective terms of use, privacy policies, and other applicable

agreements. By using or accessing any of Our Services, You agree to be bound

by the terms of use governing that Service, as provided by the relevant

Third-Party Partner. We encourage You to review all such Third-Party Partner

terms carefully. While We strive to choose reputable and reliable partners, We

cannot guarantee the performance, availability, or security of Third-Party Partner

services. We shall not be responsible or liable for any loss, damage, or

inconvenience arising from their use.

1. By using the Platform, You hereby authorize LERA to submit to the applicable

Third-Party Partner any and all documents and information about You, that are

necessary for such Third-Party Partner or LERA to provide any relevant service

to You, including, without limitation, payment and transaction details, contact

information (name, phone number, email address, house/unit number), event

participation or maintenance request details, and any additional information

requested by such partner in connection with this Agreement and Your receipt of

the Services (collectively, the “Shared Information”).

1. You are responsible for the accuracy of all Shared Information. You represent

and warrant that You have the necessary authority to provide such information,

and LERA’s use and disclosure of the Shared Information as described herein

will not violate any rights of privacy or other proprietary rights, or any applicable

local, state, or federal laws, regulations, orders, or rules. You agree that by

consenting and authorizing LERA to submit Your Shared Information to any of its

partners, You have waived and released LERA from any claim against LERA and

its directors, officers, and employees arising out of a partner’s use of any Shared

Information, even if that use is not authorized by the applicable agreement

between You and the relevant partner. The Third-Party Partners We rely on may

include, but are not limited to, payment processors, event vendors,

communication tools, and maintenance or security contractors.

4.4. No Professional Advice

You acknowledge that LERA is not a lawyer, accountant, or other professional

services provider, and therefore does not offer legal, financial, tax, benefits, IT,

compliance, or other professional advice. Any information provided through the

Platform or LERA Materials is intended for general informational purposes only

and does not constitute professional advice. You understand that any actions

taken based on such information are Your sole responsibility, and where

professional advice is required, You should consult an appropriately licensed or

qualified professional in the relevant field and jurisdiction.

4.5. Geographic Restrictions

The Services are only available for Residents and business owners within the

Lekki Phase 1 community. Nothing related to the Services and/or Platform shall

be considered a solicitation to buy or an offer to sell anything to any person in

any jurisdiction in which such offer, solicitation, purchase or sale would be

unlawful. The technology and software underlying the Services and/or the

Platform or distributed in connection therewith and the transmission of any

applicable data may be subject to applicable local laws. Downloading or using

such software or data is at Your sole risk. You agree to comply with all local rules

and laws regarding Your use of the Services, including as it concerns online

conduct and acceptable content. LERA hereby disclaims any and all liability with

respect to any use of the Services or the Platform outside of the terms of this

Agreement.

4.6. Our Right to Modify the Services

LERA reserves the right to modify, suspend, discontinue, or restrict Your access

to any part of the Platform, Services, or features at any time, with or without prior

notice, for any reason, including, but not limited to, compliance with applicable

laws, maintenance, upgrades, or changes in community policies. Where

practicable, LERA will make reasonable efforts to inform You in advance of

significant changes in advance. Continued use of the Platform, Services, or

facilities after such changes constitutes acceptance of the modified terms. LERA

shall not be liable to You or any third party for any modification, suspension, or

discontinuance of any service, facility, or amenity. You acknowledge that certain

services or amenities, including those managed by third parties, may be subject

to separate terms and may be suspended or withdrawn at LERA’s or third-party

provider’s discretion. Any modification, suspension, discontinuance, or restriction

of access does not affect Your obligations under this Agreement entered into

prior to such modification, suspension, discontinuance, or restriction.

5. Administration of Your LERA Profile

5.1. Your LERA Profile

To access the Services, You must create a LERA Profile on the Platform by

providing relevant information, including Your full name, address or unit number,

email address, phone number, and a high-strength password. If You are a

business, You will be required to provide details of Your company, which includes

Your company name, email address, address, phone number, and any other

standard identity verification details. You acknowledge that LERA may use the

phone number and email address You provide when creating Your LERA Profile,

or as updated by You from time to time, as the primary method of communication

regarding community updates or information, meeting invitations, and other

information relating to Your membership and participation in community activities

related to the Services available through the Platform.

You hereby declare that You are a Resident, property or business owner, or other

authorised occupant within the community, and that You are at least 18 years of

age and of sound mind, or the age of majority applicable in Your jurisdiction. Your

LERA Profile may be suspended or deleted, without prior notice, if We

reasonably believe that You do not meet these requirements or have provided

false information.

5.2. Account Responsibility & Security

You understand that Your LERA Profile is solely for Your use, and You will not

share Your LERA Profile or passwords with anyone. You are fully responsible for

all actions taken on or through the Services associated with Your LERA Profile.

You are fully responsible for all activities of Your Authorised Representatives, in

relation to the Services and in connection with Your LERA Profile and the use of

any Dashboard made available to You. You are responsible for the activities of

minors or Your Authorised representatives who access the Platform using Your

household or company’s LERA account, and ensuring that only duly verified

Authorised Representatives access the Platform.

5.3. You are responsible for the security of Your LERA Profile and agree to keep Your

password secure. You agree to adequately secure and keep confidential any

credentials or passwords and any information accessible via Your LERA Profile.

If You believe or suspect that Your LERA Profile, password or other credentials

have been accessed or compromised, You must immediately notify Us via email

at info@lekkiphase1.org. You accept all risks of unauthorized use of Your LERA

Profile arising from Your failure to implement security safeguards or otherwise

maintain the confidentiality of Your credentials and passwords, and hereby

release, fully indemnify, defend, and hold LERA harmless from any liability to the

extent arising from such unauthorized access or failure to implement security

safeguards.

5.4. Accuracy of Information

You represent and warrant that all information You provide to Us in relation to

Your LERA Profile or Your use of the Services is true, complete, accurate,

correct, not misleading, and provided in a timely manner. You represent and

warrant that all such information is provided to LERA without any obligations on

LERA to verify the accuracy or completeness of such information. In the event

that the information You provide to Us changes (such as contact details or

residency status), You hereby agree to notify Us of such changes immediately.

You are responsible for the consequences of any inaccurate or incomplete

information provided that LERA follows such instructions. LERA has no liability or

responsibility for any inability to use the LERA Services due to such inaccuracy

or incompleteness of such information. You agree to provide any additional

documents and/or information as may be required from time to time and deemed

necessary for Your use of the Services.

5.5. Resident Data and Consent

1. You represent and warrant that You have the necessary rights and consents to

provide the Resident Data in connection with Your use of the Services. You agree

that LERA may collect, use, and process Your Resident Data solely for the

purpose of providing and managing the Services, including communication,

billing, and administration related to Your membership. Without limiting the

foregoing, if You request that LERA provide any Resident Data to any third party,

You represent that You have obtained any required consents from the relevant

individuals or business to share such data and that such transfer does not violate

any applicable laws. By providing Resident Data, You grant LERA a

non-exclusive, limited right to use and process this information as necessary to

deliver the Services and for interoperability with third-party services, including,

without limitation, as set forth in this Agreement, the LERA Privacy Policy and

Community Rules.

1. By accessing the Services, You consent to Us collecting and using technical

information about the devices You use to access the Platform, including related

software and hardware. This information helps Us improve the Services We

provide to You. You also consent to Us, Our affiliates, and authorized service

providers processing, transmitting, collecting, retaining, and using any personal

data You provide. This is done to improve Your experience when using the

Platform and to improve the overall services offered to residents.

5.6. Prohibited Uses & Restrictions

1. License to Use

Residents shall not, under any circumstances, use the Platform, Dashboard or

any related features for purposes that violate this Agreement or are inconsistent

with the intended use by LERA. Specifically, Residents are prohibited from:

1. Use the Platform or any of Our Services in any unlawful, abusive, defamatory,

fraudulent, or unauthorized manner;

1. Post, share, or distribute offensive content, harassing, discriminatory, or

invasive of another Resident’s privacy;

1. Upload or share photos, videos, or information about other Residents or their

guests without their consent;

1. Misuse or tamper with any part of the Platform, including attempting to gain

unauthorized access to restricted sections, servers, or data;

1. Transmit or introduce malware, phishing links, or any harmful code that may

damage the Platform or other Residents’ devices;

1. Impersonate any other Resident, Organization, officer, or authorized

personnel;

1. Use the Platform to promote commercial activities, political campaigns, or

non-organization causes without prior approval of the Executive Committee;

1. Interfere with or disrupt the security, performance, or availability of the

Platform;

1. Infringe on LERA’s or any third-party’s Intellectual Property Rights;
2. Share false information or engage in conduct that undermines the harmony,

safety, or reputation of the community; or

1. Use the Platform or Services in violation of these Terms, the Community

Rules & Code of Conduct, or any applicable laws.

1. You agree to cooperate fully with Us, Our officers, or lawful authorities in any

investigation relating to the misuse of the Platform, community safety, or

compliance with applicable law or Our Community Rules & Code of Conduct.

5.7. Account Restriction or Closure

1. LERA shall have the right in its sole and absolute discretion to place restrictions

on or close Your LERA Profile. Such restriction may extend to a number of hours

or days as LERA deems necessary. Closing or restriction of Your LERA Profile

shall, however, not affect any of Our accrued rights and Your liabilities to Us.

LERA may, at its sole discretion, restrict or close Your LERA Profile in a variety of

circumstances, including if:

1. LERA reasonably suspects or believes that You are in breach of any provision

of this Agreement or Our Community Rules & Code of Conduct;

1. You use the Platform for unauthorised, unlawful, or inappropriate purposes;
2. We are required to act in compliance with an order, instruction, or

recommendation from a governmental or regulatory authority;

1. We reasonably suspect that You are involved in fraudulent, abusive, or

disruptive activity;

1. Restriction or closure is required for maintenance, security, or system

upgrades;

1. Where Your membership with Us ceases; or
2. We decide to discontinue or modify the Platform or Our Services.

5.8. The closure or restriction of Your Profile will not affect any rights or obligations

accrued before such action was taken, including Your obligations relating to

payments, community conduct, or damages resulting from Your prior use of the

Platform.

7. Dues, Levies, Subscription Fees, and Taxes

7.1. Payment of Dues and Fees

You agree to pay all Resident dues, levies, subscription fees, or other charges as

determined by Us promptly and in full, in the currency and through the payment

channel or account designated by Us. All dues or fees are payable on or before

the due date specified in any notice, communication, or on the Platform. All dues

and levies must be paid in full without deduction. Only financially current

Residents can access core platforms or request Secretariat intervention. Unless

otherwise provided in this Agreement, membership fees are non-refundable.

7.2. Payment Methods and Receipts

Payments may be made electronically through Our Platform, bank transfer, or

any other payment method approved by Us. Upon confirmation of payment, an

electronic or physical receipt shall be issued to You as evidence of payment. You

are responsible for ensuring that payments are made using the correct reference

details and to the official account designated by Us. We shall not be responsible

for payments made to unauthorized accounts or channels.

7.3. Late Payments and Interest

If You fail to pay any amount when due, We may, in addition to any other

remedies available under this Agreement or Our bylaws, charge interest on the

overdue sum at a rate not exceeding [1.5% per month], calculated daily and

compounded monthly, or at such lower rate as permitted by applicable law. You

shall also be responsible for any reasonable costs incurred by Us in recovering

overdue payments, including administrative or legal costs.

7.4. Suspension for Non-Payment

If payment remains outstanding for more than seven (7) days after written or

electronic notice of non-payment has been sent, We may suspend Your access

to the Platform and/or restrict Your participation in Our Services, Community

activities, or benefits until all outstanding amounts (including any accrued

interest) are paid in full. We shall not be liable for any loss, inconvenience, or

limitation resulting from such suspension.

7.5. Revision of Fees or Levies

We reserve the right to review and adjust dues, levies, or service-related charges

from time to time. Any such changes shall take effect not earlier than thirty (30)

calendar days after written notice or announcement has been provided to

Residents, whether electronically or through an official community notice.

8. Intellectual Property Rights

8.1. All rights, title, and interest in the Platform and any LERA Materials provided

through it, including all Intellectual Property Rights therein, remain the property

of LERA. With respect to Third-Party Materials, the applicable third-party provider

owns all right, title, and interest, including all Intellectual Property Rights, in and

to the Third-Party Materials. Residents do not have any rights, licenses, or

permissions to use these materials except as expressly allowed for the purposes

of accessing Services under this Agreement. You hereby unconditionally and

irrevocably grant to LERA all right, title, and interest in and to Resultant Data,

including all Intellectual Property Rights relating thereto. Residents retain sole

ownership of all Resident Data. By using the Platform, You grant LERA a

non-exclusive, worldwide, royalty-free license to use, store, and process

Resident Data as necessary to manage LERA, provide services, and fulfill Our

obligations. LERA may also share Resident Data with service providers and

contractors as needed to perform these functions, subject to confidentiality and

data protection requirements. You shall not:

1. Copy, modify, or create derivative works of any LERA Materials;
2. Remove, obscure, or alter any copyright, trademark, or proprietary

notices;

1. Use LERA Materials for commercial, political, or non-community purposes

without LERA’s prior written consent.

8.2 Resident Content and Usage Rights

Subject to requirements provided by LERA, You may submit, post, or share

content on the Platform, including messages, photos, events, and other materials

(“Resident Content”). You retain ownership of any Resident Content You upload

or share through the Platform or during community activities. By submitting

Resident Content, You grant LERA a non-exclusive, royalty-free, worldwide

license to use, reproduce, display, and distribute this content solely for

community-related, administrative, and archival purposes. This includes

publication in newsletters, event records, announcements, and other

communication channels used by LERA. All use of Resident Content will comply

with applicable data protection laws and Our Privacy Policy.

8.3. You may upload a profile picture or other images to Your Resident Profile. By

doing so, You grant LERA a limited license to display these images exclusively

within the Platform for identification and community engagement purposes.

Photographs or videos may be taken during community events, meetings, or

activities to document and promote community participation. Such media may be

shared within the Platform, newsletters, or other official communication channels

used by LERA. LERA commits to using all captured media respectfully, lawfully,

and with consideration for Residents’ privacy. If You do not wish to have Your

identifiable image published or shared, You may notify Us in writing at any time.

LERA will make reasonable efforts to honor Your request for all future

publications and media.

9. Engagement with Service Providers

During Your membership with LERA, You agree not to directly or indirectly solicit,

engage, or contract with any individuals or entities providing services to LERA,

including but not limited to security personnel, cleaning staff, maintenance

workers, facility managers, or other contractors retained by LERA. This provision

is intended to safeguard LERA’s contractual relationships and ensure the proper

administration of community services. Notwithstanding the foregoing, You may

engage independent vendors or businesses that publicly offer their services to

residents through the Platform or marketplace, provided such engagements do

not conflict with LERA’s existing contracts or obligations.

10. Acceptable Use Restrictions

10.1. Community Conduct and Prohibited Activities

You agree not to engage in any conduct, directly or indirectly, that could harm

other Residents, LERA, the Platform, or third parties ("Prohibited Activities").

This includes, but is not limited to, actions that threaten safety, disrupt community

harmony, or misuse the Platform's services. You agree not to, nor assist or permit

others to:

1. Use the Platform or any of Our Services in any unlawful, abusive, defamatory,

fraudulent, or unauthorized manner;

1. Post, share, or distribute offensive content, harassing, discriminatory, or

invasive of another Resident’s privacy;

1. Upload or share photos, videos, or information about other Residents or their

guests without their consent;

1. Misuse or tamper with any part of the Platform, including attempting to gain

unauthorized access to restricted sections, servers, or data;

1. Transmit or introduce malware, phishing links, or any harmful code that may

damage the Platform or other Residents’ devices;

1. Impersonate any other Resident, Organization, officer, or authorized

personnel;

1. Use the Platform to promote commercial activities, political campaigns, or

non-organization causes without prior approval of the Executive Committee;

1. Interfere with or disrupt the security, performance, or availability of the

Platform;

1. Infringe on LERA’s or any third party’s Intellectual Property Rights;

10.1.10 Share false, inaccurate, or misleading information or engage in conduct that

undermines the harmony, safety, or reputation of the community; or

1. Use the Platform or Services in violation of this Agreement, the Community

Rules & Code of Conduct, or any applicable laws.

10.2. We may, at any time and without prior notice, deactivate or suspend Your

account or restrict Your access to the Platform if You violate any of the above

provisions or engage in behaviour contrary to community rules, whether online or

offline. You agree to indemnify, defend, and hold harmless LERA, its officers,

representatives, and service providers from and against all claims, damages,

liabilities, costs, or expenses (including reasonable legal fees) arising from Your

breach of these Acceptable Use Restrictions or misuse of the Platform.

10.3. LERA reserves the right, but is not obligated, to monitor or investigate Your use

of the Platform and Your participation in community-related communications at

any time for compliance with this Agreement. Our determination of whether a

breach of this Agreement has occurred will be final and binding, and any action

taken with respect to enforcing the provisions specified in this Agreement,

including taking no action at all, will be at Our sole discretion. We may, at any

time and without notice, deactivate Your LERA Profile or Your access to the

Services if You engage in activities that violate the provisions of this Clause 8.

Without prejudice to any other provisions in this Agreement, You hereby agree to

indemnify LERA and its directors, officers, affiliates, agents, and assigns against

all claims, liabilities, damages, costs, and expenses (including attorney fees and

related charges) for any breach of the provisions in this Clause 10.

10.4. Reporting Violations

If You or LERA becomes aware of any actual or threatened activity that violates

this Agreement or Our Community Rules, either party shall promptly:

(a) take all reasonable and lawful steps within their control to stop and

address the activity, including preventing unauthorized access to the

Platform or community services; and

(b) notify the other party of the situation without delay.

If You become aware of any misuse of the Platform or breach of this Agreement,

please report it immediately via the Platform’s reporting tool or by emailing

info@lekkiphase1.org or on Our Platform via https://www.lekkiphase1.org/contact.

11. Indemnity

11.1 Resident Indemnification

You agree to indemnify, defend, and hold harmless LERA, its officers, committee

members, volunteers, service providers, and agents (each, a “LERA

Indemnitee”) from and against any and all claims, damages, losses, liabilities,

costs, and expenses (including reasonable legal fees) arising from or in

connection with:

1. Your actions or omissions in or around the estate or on Our Platform;
2. Content, materials, photos, or information uploaded, shared, or submitted

by You through Our Platform or other communication channels;

1. Any breach of these Terms of Use, the Community Rules & Code of

Conduct, or any applicable law or regulation;

1. Misuse of the Platform or Community property, including unauthorized

access, fraudulent activity, or negligent conduct by You or anyone acting on

Your behalf;

1. Violation of privacy or data protection rights of any other Resident, guest,

or third party; and

1. Damage to common property or injury to any person caused by You, Your

household Residents, Your business representatives or employees, guests,

or contractors.

11.2 Scope of Indemnity

The indemnity under clause 9.1 extends to:

1. Any claim, loss, or liability arising from LERA acting or omitting to act on any

request, instruction, or communication made through Your LERA account, Profile,

or verified contact details;

1. Losses or damages resulting from Your misuse or failure to secure Your account

credentials or personal devices used to access the platform;

1. Losses or interruptions caused by factors beyond Our control, including power

failure, software malfunction, cyber incidents, vandalism, or other unforeseen

events;

1. Losses or damages arising from incorrect, incomplete, or misleading information

provided by You to LERA, its officers, or on the Platform;

1. Any costs, fines, or expenses incurred by LERA in dealing with law enforcement,

regulators, or third parties as a result of Your unlawful or negligent conduct.

11.3 Nothing in this clause limits any rights or remedies LERA may have under law or

its Constitution in respect of damage or loss caused by a member, Resident, or

their guest.

11.4. If You become aware of any actual or suspected unauthorized access, harmful

activity, or security threat, You agree to: (a) take all reasonable and lawful

measures to stop or mitigate the activity, including discontinuing unauthorized

access and securing affected data; and (b) promptly notify LERA of such activity.

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LERA

PLATFORM, SERVICES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS

AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW. LERA

DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,

INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS,

AND NON-INFRINGEMENT. LERA DOES NOT GUARANTEE THAT THE

PLATFORM OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR

FREE FROM DELAYS OR DOWNTIME. ANY ADVICE OR INFORMATION

PROVIDED BY LERA, WHETHER WRITTEN OR ORAL, DOES NOT CREATE

ANY WARRANTY. LERA MAKES NO WARRANTIES OR ENDORSEMENTS

REGARDING ANY THIRD-PARTY PRODUCTS OR SERVICES THAT MAY BE

ACCESSED THROUGH THE PLATFORM.

TO THE EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES AND

LIABILITIES ARE EXCLUDED. IF ANY PART OF THIS DISCLAIMER

CONFLICTS WITH APPLICABLE LAW, THE WARRANTY TERMS WILL BE

INTERPRETED TO PROVIDE THE MINIMUM PROTECTIONS REQUIRED BY

THAT LAW. IF THE PLATFORM OR SERVICES BECOME UNAVAILABLE OR

DISRUPTED, LERA’S SOLE RESPONSIBILITY WILL BE TO RESTORE

ACCESS AS SOON AS REASONABLY POSSIBLE. HAS RELIED ON THIS

DISCLAIMER IN DETERMINING WHETHER TO PROVIDE YOU WITH THE

RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS

AGREEMENT.

13. Limitation of Liability

13.1. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF

THIS CLAUSE 13 IS TO FAIRLY ALLOCATE RISKS BETWEEN YOU AND

LERA AND TO LIMIT LIABILITY GIVEN THE NATURE AND SCALE OF THE

SERVICES PROVIDED. THE FEES AND CONTRIBUTIONS PAID TO LERA

REFLECT THIS UNDERSTANDING. BOTH YOU AND LERA WILL USE

REASONABLE EFFORTS TO PREVENT OR MINIMIZE ANY DAMAGES OR

NEGATIVE IMPACTS RELATED TO THE SERVICES. LERA RELIES ON

THESE LIMITATIONS WHEN PROVIDING ACCESS TO AND USE OF ITS

SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, LERA, ITS OFFICERS,

AGENTS, REPRESENTATIVES, AND SERVICE PROVIDERS SHALL NOT BE

LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE USE

OF THE PLATFORM, FACILITIES, OR SERVICES, WHETHER UNDER

CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE,

FOR ANY LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO:

1. Any loss or inconvenience suffered as a result of the closure, restriction, or

suspension of Your LERA Profile or access to the Platform;

1. Any interruption, delay, or unavailability of the Platform or any community service

due to circumstances beyond Our reasonable control, including but not limited to

power outages, system errors, internet disruptions, weather conditions, or

security incidents;

1. Any direct, indirect, incidental, special, or consequential damages, including but

not limited to loss of goodwill, loss of data, or loss arising from Your use or

inability to use the Platform, even if We have been advised of the possibility of

such damages;

1. Any loss or damage to personal property, or injury sustained by any Resident or

guest within the estate, except where caused by LERA’s proven gross

negligence;

1. Any loss or damage resulting from unauthorized access to Your account or

misuse of Your login credentials; or

1. Any defect or fault resulting from Your alteration, misuse, or failure to comply with

these Terms.

13.2. Aggregate Liability Cap

IN NO EVENT, SHALL THE COLLECTIVE AND AGGREGATE LIABILITY OF

LERA, AND ITS OFFICERS, AGENTS, EMPLOYEES, WHETHER ARISING

UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE

THEORY, FOR ANY DIRECT DAMAGES, IN THE AGGREGATE, EXCEED THE

AMOUNT OF MEMBERSHIP DUES OR LEVIES PAID TO LERA HEREUNDER

IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM THAT GAVE RISE

TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE

FULLEST EXTENT PERMITTED BY LAW, EVEN IF LERA HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES

WERE FORESEEABLE. THE FOREGOING LIMITATIONS APPLY, EVEN IF

ANY REMEDY FAILS FOR ITS ESSENTIAL PURPOSE AND TO ANY CLAIMS

RELATING TO THE PROCESSING OF PERSONAL DATA UNDER THIS

AGREEMENT.

13.3. IF ANY ADDITIONAL TERMS RELATED TO SPECIFIC SERVICES INCLUDE A

LIMITATION OF LIABILITY, THAT LIMITATION WILL APPLY ONLY TO THOSE

SERVICES. THE TOTAL LIABILITY OF LERA, UNDER ALL SUCH TERMS AND

THIS AGREEMENT, WILL NOT EXCEED THE AMOUNT STATED IN THIS

CLAUSE 11.

14. Entire Agreement

14.1. This Agreement, including any additional terms implemented by LERA when You

join or access our services, constitutes the entire understanding between You

and LERA regarding Your use of the Platform and participation in Community

activities and supersede and extinguish all previous and/or contemporaneous

agreements, promises, assurances, warranties, representations and

understandings between Us, whether written or oral, relating to the subject

matter of this Agreement. You acknowledge that in agreeing to these Terms, You

have not relied on any statement, representation, assurance, or warranty

(whether made innocently or negligently) that is not expressly stated in these

Terms of Use.

14.3. Precedence of Terms

If there is any inconsistency between these Terms of Use and any other

communication, document, or understanding between You and LERA, these

Terms of Use shall prevail with respect to the use of the Platform and

participation in activities governed by them. However, these Terms shall operate

in addition to (and not in replacement of) the Organization’s Community Rules &

Code of Conduct or internal regulations, which remain binding on all Members.

15. Force Majeure

We shall not be held responsible for any delay, interruption, or failure to perform

any of Our obligations under these Terms of Use or in the delivery of Our

Services where such delay or failure results from circumstances beyond Our

reasonable control. Such circumstances may include, but are not limited to, acts

of God, natural disasters, fire, flood, epidemics or public health emergencies,

acts of government or regulatory authorities, war, civil unrest, terrorism, power or

communication failures, internet service disruptions, or any other unforeseen

event that makes performance impracticable. In any such case, LERA’s affected

obligations shall be suspended for the duration of the event, and the period for

performance shall be extended by a time equivalent to the delay caused by the

force majeure event.

16. Beware of Scams and Fraudulent Activities

16.1. Protecting Your Information

Scammers and impostors sometimes attempt to deceive residents or obtain

personal information by pretending to represent LERA. It is Your responsibility to

keep Your account details, passwords, and personal information secure. Do not

share Your LERA account login details, verification codes, or personal data with

anyone claiming to be an official representative unless verified through LERA’s

official communication channels.

16.2. LERA will never:

1. Send You suspicious links, pop-up messages, or attachments asking You to

verify Your account or make payments;

1. Call or message You requesting Your password, PIN, or one-time verification

codes;

1. Ask for donations, contributions, or payments through unofficial channels,

personal bank accounts, or unverifiable links;

1. Request that You share screenshots, QR codes, or copies of identification

documents through unverified social media or messaging platforms; or

1. Offer gifts, incentives, or discounts in exchange for Your login details or

personal information.

16.3. Reporting and Responsibility

In the event that You suspect that You may have fallen victim to scammers

claiming to represent LERA, You must immediately notify Us. You remain

responsible for any loss or unauthorized activity that occurs on Your LERA

Account as a result of the information or access You granted to scammers. By

using the Platform, You hereby agree to indemnify and hold LERA and its

affiliates harmless for any losses, liabilities, damages, costs, and charges arising

out of or in relation to any fraudulent activity that occurred on Your LERA Profile

or any other features associated with the Service before placing a restriction on

Your LERA Profile.

16.4. LERA shall bear no liability for any loss, damage, or inconvenience resulting from

scams, phishing, impersonation, or other fraudulent activity conducted by third

parties, however it may arise. This includes loss of data or data corruption,

reputational damage, or unauthorized activity on Your account caused by

information You shared with unauthorized persons, or for any indirect, direct,

punitive, special, incidental, or consequential loss, arising as a result of the

events contemplated in clauses 14.2 (i-v).

16.5. LERA takes reasonable measures to secure all communications. However,

please note that the confidentiality of communications via any public

telecommunications network is susceptible to unlawful interception and hacking.

LERA shall not be liable for any loss or damage, whether direct or consequential,

arising out of any such unlawful interception or access.

17. Assignment & Third Party Providers

Your access to the LERA Platform and Services is personal to You as a verified

member of LERA. This Agreement, including any rights or privileges granted

hereunder, may not be transferred or assigned by You without the prior written

consent of LERA. LERA may withhold or condition such consent at its sole

discretion. Any unauthorized transfer or assignment shall be null and void. You

acknowledge that LERA may, at its discretion, engage third-party contractors,

vendors, agents, or service providers (“Service Providers”) to perform any part

of the Services on its behalf without prior notice to You, as necessary for the

proper management and operation of the community. You agree to waive any

claims or objections related to data protection, privacy, or similar laws arising

from LERA’s engagement of such Service Providers. LERA will ensure that all

Service Providers comply with confidentiality and data protection obligations

consistent with applicable law.

18. Electronic Communications

By creating Your LERA Profile and using the Platform, You hereby consent to

receive all communications, notices, and agreements related to the association

electronically. This Agreement, including any amendments or updates, delivered

or accepted by electronic means, shall have the same legal effect as if delivered

or signed in person on paper. Neither You nor LERA may contest the validity or

enforceability of this Agreement on the basis that: (i) electronic methods were

used to deliver a signature, or indicate acceptance, or any related

communication; or (ii) the fact that any signature or acceptance of this

Agreement was transmitted or communicated through electronic means. Both

parties waive any defense related to the use of electronic communications or

signatures in connection with this Agreement.

19. Severance

If any provision of this Agreement is determined by a court of competent

jurisdiction or an arbitrator to be invalid, illegal, or unenforceable, that provision

shall, if possible, be interpreted narrowly to preserve its intent and legality. If a

narrower construction is not possible, that provision shall be severed to the

extent of such invalidity, illegality, or unenforceability. The remaining provisions

shall continue in full force and effect and shall not be affected by such severance.

20. No Partnership or Agency

Nothing in this Agreement shall be construed as creating any partnership, joint

venture, fiduciary, agency, or similar relationship between You and LERA. Your

relationship with LERA is limited to that of the relationship with respect to

carrying out the terms of this Agreement. Except as expressly provided herein,

You shall have no authority to act on behalf of, represent, or bind LERA in any

manner. All rights, duties, obligations, and liabilities of LERA and You shall be

separate, individual, and several and not joint.

21. Insurance

As a member of LERA, You agree to maintain, at Your own expense, adequate

insurance coverage appropriate to Your use of LERA’s Services and Your

property within the community. This may include, where applicable: (a) Liability

insurance related to Your activities within LERA, (b) Cybersecurity or data

protection insurance if applicable, (c) Any other insurance required by law or

reasonably necessary to cover risks associated with Your membership. Upon

request, You shall provide LERA with proof of such insurance. To the extent

permitted by law, You waive any rights of subrogation against LERA, its officers,

employees, and agents for claims covered by Your insurance. You agree that

maintaining insurance does not limit Your responsibilities or liabilities under this

Agreement.

22. Compliance with Laws

You will be solely responsible for complying with all applicable laws, regulations,

and community rules relevant to Your residency and use of LERA’s services and

facilities. You are responsible for ensuring that any of Your guests, contractors, or

representatives comply with these laws and Community Rules while within the

community or using LERA’s Services, including the intellectual property and

third-party rights of others. Paries commit to adhering to all applicable laws

regarding ethical conduct, including anti-bribery, anti-money laundering, and

anti-corruption regulations. Both LERA and Resident agree not to engage in any

activities that would violate these laws or cause the other party to do so. If You

become aware of any suspected violation of such laws related to Your

interactions with LERA or its Services, You must promptly notify LERA.

23. Construction

LERA has prepared this Agreement, and You acknowledge that You have had

the opportunity to seek independent legal advice before accepting its terms. In

the event of any dispute regarding the interpretation of this Agreement, it shall be

read as a whole, with reference to its purpose and in a fair and reasonable

manner. No provision of this Agreement shall be interpreted against LERA solely

on the basis that it drafted the document. Instead, the Agreement will be treated

as if it were jointly prepared by both LERA and Resident.

24. Future Functionality

You acknowledge that Your use of the Platform is based solely on the features

and Services available at the time of Your registration. Any descriptions or

communications about potential future features, improvements, or integrations

are for informational purposes only and do not create any binding obligation on

LERA. You agree that You have not relied, and will not rely, on the availability of

any future functionality when joining or using the Platform.

25. Notices

LERA may provide notices to Residents for legal, operational, informational, or

community purposes by email, SMS, postal mail, in-person delivery, or through

notifications on the Platform, at its sole discretion. LERA reserves the right to

select the method of communication; however, Residents may manage or opt out

of certain communication channels through their account settings, where

applicable. LERA is not responsible for any missed communications resulting

from: (a) Your requests to restrict notices only to designated representatives, or

(b) any automatic filtering or blocking by You, Your email service, or network

provider that may prevent delivery of notices or updates sent to the email

address associated with Your LERA Profile.

26. Survival

Except as expressly provided otherwise in this Agreement, all provisions that by

their nature extend beyond the expiration or termination of this Agreement shall

survive such expiration or termination, including, without limitation, provisions

related to confidentiality, intellectual property ownership, payment obligations,

indemnification, limitations of liability, dispute resolution, and compliance with

laws.

27. Waiver

No waiver of any rights under this Agreement will be effective unless agreed to in

writing by both parties. Any waiver will apply only to the specific provision and

circumstance for which it was granted and will not be interpreted as a waiver of

any other provision or future violations. Failure or delay by either party in

enforcing any part of this Agreement will not be considered a waiver of the right

to enforce that or any other provision in the future.

28. Governing Law

This Agreement, and all claims or causes of action (whether in contract, tort or

statute) that may be based upon, arise out of or relate to this Agreement, or the

negotiation, execution or performance of this Agreement (including any claim or

cause of action based upon, arising out of or related to any representation or

warranty made in or in connection with this Agreement or as an inducement to

enter into this Agreement), shall be governed by, and enforced in accordance

with, the laws of Nigeria.

29. Arbitration

29.1. Any past, present or future or claim relating in any way to Your use of or access

to the Services, the Platform or any product or Service integrated with the

Services as well as any dispute or claim relating to or arising under this

Agreement (including under the LERA Privacy Policy, the Community Rules, and

any other applicable supplemental terms), shall be resolved by binding, individual

arbitration rather than in Court. Any such dispute shall be referred to arbitration at

the Lagos Multi-door Courthouse (“LMDC”) and governed by the Arbitration and

Mediation Act, 2023.

29.2. The arbitration shall be conducted by a single arbitrator who shall have

demonstrable experience in Community or Organization governance for a

minimum of ten (10) years. Where both Parties are unable to agree on the choice

of such an arbitrator within seven (7) days of the end of the one-month

negotiation period, either Party may refer the appointment to the LMDC, which

shall appoint a qualified arbitrator within fourteen (14) days. The arbitrator shall

be required to convene a preliminary meeting within seven (7) days of

appointment, and the arbitration proceedings shall be concluded within ninety

(90) days of such appointment, unless extended by mutual agreement in writing

or by the arbitrator for just cause.

29.3. The findings of the arbitrator and any resulting award shall be final and binding

on both Parties. Each Party shall bear its own costs in connection with the

arbitration. The venue for the arbitration shall be in Lagos, Nigeria. The terms in

this section are referred to as the “Arbitration Agreement”. This Arbitration

Agreement applies to all such claims, brought under any legal theory, unless the

claim relates to a dispute that, by law, cannot be subject to arbitration or where

arbitration is expressly prohibited by applicable law.

29.4. This Arbitration Agreement is intended to be broadly interpreted and will survive

termination of this Agreement, which means (among other things) that this

Arbitration Agreement applies even after You have stopped using Your LERA

account, have deleted it, or You have exited and are no longer a Resident of the

community. The arbitrator shall have exclusive authority to the extent permitted

by law to resolve all disputes arising out of or relating to the interpretation,

applicability, enforceability, or formation of this Agreement, including, but not

limited to, any claim that all or any part of this Agreement is void or voidable. If

the parties have a dispute about whether this Arbitration Agreement can be

enforced, whether this Arbitration Agreement applies to a dispute, or any other

dispute about the meaning or scope of this Arbitration Agreement, the parties

agree that the arbitrator shall have exclusive authority to resolve the dispute.

30. Our Complaint Handling Procedures

30.1. Meeting and exceeding Residents' expectations (including fostering a safe,

transparent, and responsive community) is the most important part of Our

business. However, there may be occasions when something goes wrong and

leaves You dissatisfied. If this happens, please let Us know, and We’ll do

everything We can to resolve the problem with You. Our aim is to always resolve

such matters as soon as We can and to Your satisfaction. If something has gone

wrong and You would like to make a formal complaint, please get in touch and let

Us know by providing as much detail about the issue as You can. This can be

done through the following channels:

1. By email: legal@lekkiphase1.org
2. Through the Platform via https://www.lekkiphase1.org/contact

Once We have received Your complaint, We will begin Our investigation into

what has happened. We will always aim to resolve the issue as soon as possible.

Once Our investigation into an issue is complete, We will send You Our final

response to Your complaint.