Working together with clarity.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and WS Tech Venture Studio, a venture studio registered in the Federal Republic of Nigeria ("Company", "we", "us", or "our").

These Terms govern your access to and use of our website (ws-tech-studio.web.app), mobile applications, services, content, features, and any related services (collectively, the "Service").

By accessing, browsing, or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Service on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must not access or use our Service.

We reserve the right to modify, update, or change these Terms at any time without prior notice. Material changes will be communicated through our website or via email. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

These Terms were last updated on the date indicated above and are effective immediately upon posting.

Users under the age of 18 must obtain parental or guardian consent before using our Service.

WS Tech Venture Studio is a deep-tech venture studio focused on building frontier technologies from Africa for global scale.

Our services include but are not limited to: venture incubation and development, technical consulting, software development, partnership facilitation, research and development, and access to our portfolio companies.

We operate multiple ventures including Harmoniq (identity and networking), Cognito (data infrastructure), and Acauide (educational technology), each with their own specific terms and conditions.

Our experimental projects include AUREX (encryption systems), Chaos Core (entropy generation), Cognitive Decision Sandbox (educational psychology), and ESN Controller (AI/ML control systems).

We provide access to research, whitepapers, technical documentation, and educational content through our platform.

Our Service may include third-party integrations, APIs, and external links which are governed by their respective terms of service.

We reserve the right to modify, suspend, or discontinue any aspect of our Service at any time with or without notice.

Certain features of our Service may require account registration and may be subject to additional terms and conditions.

We may offer different tiers of service with varying features, limitations, and pricing structures.

To use certain features of our Service, you must be at least 18 years old or have reached the age of majority in your jurisdiction.

You may be required to create an account to access certain features. When creating an account, you must provide accurate, current, and complete information.

You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.

You agree to notify us immediately of any unauthorized use of your account or any other security breach.

We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion.

You may not create multiple accounts, use automated systems to create accounts, or allow others to use your account.

Corporate users must have proper authorization from their organization to enter into these Terms.

International users must comply with their local laws and regulations when using our Service.

We may require additional verification for certain account types or service levels.

You agree to use our Service only for lawful purposes and in accordance with these Terms and all applicable laws and regulations.

You will not use our Service to transmit, distribute, or store any unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable material.

You will not use our Service to impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.

You will not interfere with or disrupt our Service or servers or networks connected to our Service.

You will not attempt to gain unauthorized access to our Service, user accounts, computer systems, or networks through hacking, password mining, or any other means.

You will not use our Service to transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature.

You will not use our Service for any commercial purpose without our express written consent, except as specifically permitted by these Terms.

You will not collect or harvest any information from our Service using automated means without our permission.

You will not use our Service to solicit passwords or personal identifying information from other users.

You will not use our Service to violate any applicable laws, including but not limited to intellectual property laws, privacy laws, or export control laws.

All content, features, and functionality of our Service, including but not limited to text, graphics, logos, images, audio clips, video clips, data compilations, and software, are owned by WS Tech Venture Studio or our licensors and are protected by copyright, trademark, and other intellectual property laws.

Our trademarks, service marks, and logos used and displayed on the Service are registered and unregistered trademarks of WS Tech Venture Studio. Nothing in these Terms grants you any right to use our trademarks without our prior written consent.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as generally permitted by these Terms.

User-generated content submitted to our Service remains your property, but you grant us a worldwide, non-exclusive, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such content in connection with our Service.

If you submit business proposals, ideas, concepts, inventions, or other information to us ("Submissions"), such Submissions become our property and we may use them for any purpose without compensation to you, unless covered by a separate non-disclosure agreement.

We respect the intellectual property rights of others and expect our users to do the same. We may terminate the accounts of users who infringe the intellectual property rights of others.

If you believe your intellectual property rights have been violated, please contact us with detailed information about the alleged infringement.

Our ventures and experiments may have separate intellectual property policies and licensing arrangements.

Users may submit or post content including but not limited to comments, feedback, suggestions, business proposals, and other materials ("User Content").

You retain ownership of your User Content but grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such content.

You represent and warrant that your User Content does not violate any third-party rights and that you have all necessary rights to grant the license described above.

We reserve the right to remove any User Content that violates these Terms or that we deem inappropriate in our sole discretion.

You agree that your User Content will not contain confidential or proprietary information unless covered by a separate confidentiality agreement.

We are not obligated to backup or maintain your User Content and may delete it at any time without notice.

You acknowledge that we may use your User Content for marketing, promotional, and business development purposes.

Confidential business discussions and proprietary information should be shared only under separate non-disclosure agreements.

Our venture studio model involves partnerships, investments, and business development activities that are subject to separate agreements beyond these Terms.

Discussions about potential partnerships, investments, or business collaborations do not create any binding obligations unless formalized in separate written agreements.

We may evaluate business proposals submitted through our Service, but submission does not guarantee any response, evaluation, or business relationship.

Venture partnerships involve risk, and past performance of our ventures does not guarantee future results.

We maintain confidentiality regarding our portfolio companies and partners as required by separate agreements.

Access to certain venture-related content, data, or services may require separate agreements and compliance with additional terms.

We may provide introductions to third parties, but we do not endorse or guarantee any third-party services or relationships.

Investment opportunities, if any, are subject to securities laws and regulations and may only be available to qualified investors.

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

We comply with the Nigeria Data Protection Regulation (NDPR) and other applicable data protection laws.

By using our Service, you consent to the collection and use of your information as described in our Privacy Policy.

We implement appropriate technical and organizational measures to protect your personal data against unauthorized access, alteration, disclosure, or destruction.

You have certain rights regarding your personal data, including the right to access, correct, delete, or restrict processing of your data.

We may transfer your data to third parties in connection with business transactions, always in compliance with applicable privacy laws.

Data retention periods vary based on the type of data and our business needs, as detailed in our Privacy Policy.

We use cookies and similar tracking technologies as described in our Privacy Policy.

Certain features or services may require payment of fees. All fees are in US Dollars or Nigerian Naira as specified.

Payment terms for consulting services, partnerships, or custom development projects are negotiated separately and documented in service agreements.

All fees are non-refundable unless otherwise specified in writing or required by applicable law.

We reserve the right to change our pricing at any time with reasonable notice to existing customers.

Taxes, if applicable, are the responsibility of the user unless otherwise agreed in writing.

Late payments may be subject to interest charges and service suspension.

We may use third-party payment processors, and your payment information is subject to their terms and privacy policies.

Disputed charges must be reported within 60 days of the transaction date.

OUR SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF DEALING.

WE DO NOT WARRANT THAT OUR SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON OUR SERVICE.

WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF OUR SERVICE WILL BE ACCURATE, RELIABLE, OR SATISFACTORY.

ANY CONTENT DOWNLOADED OR OBTAINED THROUGH OUR SERVICE IS DONE AT YOUR OWN RISK AND DISCRETION.

WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF OTHER USERS OR THIRD PARTIES.

INVESTMENT AND BUSINESS OPPORTUNITIES CARRY INHERENT RISKS, AND WE MAKE NO GUARANTEES ABOUT OUTCOMES.

TECHNICAL INFORMATION AND RESEARCH ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WS TECH VENTURE STUDIO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, VENTURES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR USE OF OUR SERVICE.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OUR SERVICE SHALL NOT EXCEED ONE HUNDRED THOUSAND NAIRA (₦100,000) OR FIVE HUNDRED US DOLLARS ($500), WHICHEVER IS LESS.

THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

THIS LIMITATION APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE SET OUR PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN.

THESE DISCLAIMERS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US.

You agree to defend, indemnify, and hold harmless WS Tech Venture Studio, its affiliates, officers, directors, employees, agents, licensors, and partners from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorney's fees).

This indemnification applies to claims resulting from: (a) your use of our Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; (d) any User Content you submit; (e) your business dealings with other users or third parties.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

This indemnification obligation survives termination of these Terms.

You may not settle any claim subject to indemnification without our prior written consent.

We will promptly notify you of any claim subject to indemnification and provide reasonable cooperation in the defense thereof.

These Terms remain in effect until terminated by either you or us.

You may terminate these Terms at any time by discontinuing use of our Service and closing your account, if applicable.

We may terminate or suspend your access to our Service immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Upon termination, your right to use our Service ceases immediately, but provisions that by their nature should survive termination shall remain in effect.

Surviving provisions include those relating to intellectual property rights, disclaimer of warranties, limitation of liability, indemnification, and dispute resolution.

We may retain certain information as required by law or for legitimate business purposes even after termination.

Termination does not affect any obligations that arose prior to termination.

We are not liable to you or any third party for termination of your access to our Service.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law provisions.

Any dispute arising out of or relating to these Terms or our Service shall first be resolved through good faith negotiations between the parties.

If negotiations fail within sixty (60) days, disputes shall be resolved through binding arbitration administered by the Lagos Court of Arbitration in accordance with its Commercial Arbitration Rules.

The arbitration shall take place in Abuja, Nigeria, shall be conducted in English, and shall be decided by a single arbitrator agreed upon by the parties.

The arbitrator's decision shall be final and binding, and judgment may be entered on the arbitral award in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

You waive any right to participate in class action lawsuits or class-wide arbitration.

This dispute resolution clause survives termination of these Terms.

Our Service is operated from Nigeria and is intended for users worldwide, subject to local laws and regulations.

International users are responsible for compliance with their local laws, including data protection, import/export, and other applicable regulations.

Our Service and related technology may be subject to export controls under Nigerian and international law.

You agree not to export, re-export, or transfer our Service or related technology to any country, person, or entity restricted by applicable export control laws.

We make no representation that our Service is appropriate or available for use in all locations.

Currency conversions, if any, are provided for convenience only and may not reflect current exchange rates.

Tax obligations for international users are their sole responsibility.

We strive to make our Service accessible to users with disabilities and comply with applicable accessibility standards.

If you encounter accessibility barriers, please contact us for assistance.

Our Service requires modern web browsers and may not function properly on older or unsupported systems.

You are responsible for providing your own internet connection and any necessary hardware or software to access our Service.

We may provide mobile applications with separate terms and conditions.

Technical support is provided on a best-effort basis and may be limited for certain service tiers.

These Terms constitute the entire agreement between you and us regarding our Service and supersede all prior agreements and understandings.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

These Terms are binding upon your successors and assigns.

Section headings are for convenience only and do not affect interpretation of these Terms.

These Terms may be translated into other languages for convenience, but the English version shall prevail in case of conflicts.

Electronic signatures and records have the same legal effect as physical signatures and records.