Terms of Service

Welcome to Baddhia, operated by Baddhia Limited (“us,” “our”, “we,” the “Company” or “Baddhia”).

1. Acceptance of the Baddhia Terms of Service

By creating a Baddhia account or by using any Baddhia service, whether through a mobile or web application (collectively, the “Service” or “Platform”) you agree to be bound by (i) these Terms of Service, (ii) our Privacy Policy, (iii) any terms disclosed to you if you purchase or have purchased additional features, products, or services we offer on the Service (collectively, this “Agreement”). .

If you do not accept and agree to be bound by all of the terms of this Agreement you should not use the Service.
We may make changes to this Agreement and to the Service from time to time. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on the Service under Settings and also on our website, and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes to your rights or obligations, we will notify you in advance of the changes (unless we’re unable to do so under applicable law) by reasonable means, which could include notification through the Service or via email. If you continue to use the Service after the changes become effective, then you agree to the revised Agreement. You agree that this Agreement shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with Baddhia, including but not limited to events, agreements, and conduct preceding your acceptance of this Agreement.

2. Eligibility

You must be at least 18 years of age to create an account on Baddhia and use the Service. By creating an account and using the Service, you represent and warrant that:

i.  you can form a binding contract with Baddhia,
ii.  you are not a person who is barred from using the Service under the laws of the Federal Republic of Nigeria or any other applicable jurisdiction (for example, you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition),
iii.  you will comply with this Agreement and all applicable local, state, national and international laws, rules, and regulations, and
iv.  you have never been convicted of or pled no contest to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.

3. Your Account

In order to use Baddhia, you may sign in using either your telephone number or email address. For more details regarding the information we collect from you and how we use it, please consult our Privacy Policy.

You are responsible for maintaining the confidentiality of your login credentials you use to sign up for Baddhia, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please contact us immediately.

4. Modifying the Service and Termination

Baddhia is always striving to improve the Service and bring you additional features that you will find engaging and useful. This means we may add new product features or enhancements from time to time as well as remove some features, and if these actions do not materially affect your rights or obligations, we may not provide you with notice before taking them. We may even suspend the Service entirely, in which event we will notify you in advance unless exculpatory circumstances, such as safety or security concerns, prevent us from doing so.

You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Service.

Baddhia may terminate your account at any time without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund for purchases. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply to you and Baddhia: Section 4, Section 5, and Sections 12 - 19.

5. Safety; Your Interactions with Other Members

Though Baddhia strives to encourage a respectful member experience through features like the “mutual likes” that allows members to be paired only after they have both indicated interest in one another, Baddhia is not responsible for the conduct of any member on or off the Service.

i.  You agree to use caution in all interactions with other members, particularly if you decide to communicate off the platform or meet in person. .
ii.  You agree that you will not provide your financial information (for example, your credit/debit card or bank account information), or otherwise send money to other members, except if you decide to share funds with them via your Baddhia main wallet or show appreciation for their gallery content.
iii.  You are solely responsible for your interactions with other members.
iv.  You understand that Baddhia does not conduct criminal background checks on its members or otherwise inquire into the background of its members. Baddhia makes no representations or warranties as to the conduct or compatibility of members. Baddhia reserves the right to conduct – and you authorize Baddhia to conduct – any criminal background check or other screenings (such as sex offender register searches) at any time using available public records obtained by it or with the assistance of a consumer protection reporting agency, and you agree that any information you provide may be used for that purpose.

6. Rights Baddhia Grants You

Baddhia grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use the Service. This license is for the sole purpose of letting you use and enjoy the Service’s benefits as intended by Baddhia and permitted by this Agreement. Therefore, you agree NOT to::

i.   use the Service or any content contained in the Service for any commercial purposes without our written consent.
ii.   copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content, or proprietary information accessible through the Service without Baddhia’s prior written consent.
iii.   express or imply that any statements you make are endorsed by Baddhia.
iv.   use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method, or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents
v.   use the Service in any way that could interfere with, disrupt, or negatively affect the Service or the servers or networks connected to the Service..
vi.   upload viruses or other malicious code or otherwise compromise the security of the Service.
vii.  forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service.
viii.   “frame” or “mirror” any part of the Service without Baddhia’s prior written authorization.
ix.   use meta tags or code or other devices containing any reference to Baddhia or the Service (or any trademark, trade name, service mark, logo, or slogan of Baddhia) to direct any person to any other website for any purpose.
x.  modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Service, or cause others to do so.
xi.  use or develop any third-party applications that interact with the Service or other members’ Content or information without our written consent.
xii.  use, access, or publish the Baddhia application programming interface without our written consent.
xiii.  probe, scan or test the vulnerability of our Service or any system or network.
xiv.  encourage or promote any activity that violates this Agreement.

Baddhia may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Service, including termination of your account.

Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

7. Rights you Grant Baddhia.

By creating an account, you grant to Baddhia a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information you authorize us to access from third parties such as Facebook, Google, or Apple, as well as any information you post, upload, display or otherwise make available (collectively, “post”) on the Service or transmit to other members (collectively, “Content”).

Baddhia’s license to your Content shall be non-exclusive, except that Baddhia’s license shall be exclusive with respect to derivative works created through use of the Service. For example, Baddhia would have an exclusive license to screenshots of the Service that include your Content. In addition, so that Baddhia can prevent the use of your Content outside of the Service, you authorize Baddhia to act on your behalf with respect to infringing uses of your Content taken from the Service by other members or third parties. This expressly includes the authority, but not the obligation, to send notices on your behalf if your Content is taken and used by third parties outside of the Service

Our license to your Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones.

i.  You agree that any Content you place or that you authorize us to place on the Service may be viewed by other members and may be viewed by any person visiting or participating in the Service (such as individuals who may receive shared Content from other Baddhia members).
ii.  You agree that all information that you submit upon creation of your account, is accurate and truthful and you have the right to post the Content on the Service and grant the license to Baddhia above.
iii.  You understand and agree that we may monitor or review any Content you post as part of the Service. We may delete any Content, in whole or in part, that in our sole judgment violates this Agreement or may harm the reputation of the Service.
iv.  When communicating with our customer support personnel or any of our employees, directors, officers, or agents, you agree to be respectful and kind. If we feel that your behavior towards any of our representatives is at any time disrespectful, threatening, harassing, or offensive, we reserve the right to immediately terminate your account
v.  In consideration for Baddhia allowing you to use the Service, you agree that we, our affiliates, and our third-party partners may place advertising materials on the Service. .
vi.  By submitting suggestions or feedback to Baddhia regarding our Service, you agree that Baddhia may use and share such feedback for any purpose without compensating you.
vii.  You agree that Baddhia may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company or any other person.

8. Community Rules.

By using the Service, you agree that you will NOT:

i.  use the Service for any purpose that is illegal or prohibited by this Agreement.
ii.  use the Service for any harmful or nefarious purpose.
iii.  use the Service in order to damage Baddhia.
iv . violate our Community Guidelines, as updated from time to time.
v.  spam, solicit money from or defraud any members, except for voluntarily appreciations given to you by members.
vi.  impersonate any person or entity or post any images of another person without his or her permission.
vii.  bully, stalk, intimidate, assault, harass, mistreat, or defame any person.
viii.  post any Content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right.
ix.  post any Content that is hate speech, threatening, sexually explicit or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
x.  post any Content that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual.
xi.  solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission
xii.  use another user’s account, share an account with another user, or maintain more than one account.
xiii.  create another account if we have already terminated your account unless you have our permission.

Baddhia reserves the right to investigate and/or terminate your account without a refund of any purchases if you have violated this Agreement, misused the Service, or behaved in a way that Baddhia regards as inappropriate or unlawful, including actions or communications that occur on or off the Service/Platform..

9. Other Members’ Content

Although Baddhia reserves the right to review and remove Content that violates this Agreement, such Content is the sole responsibility of the member who posts it, and Baddhia cannot guarantee that all Content will comply with this Agreement. If you see Content on the Service that violates this Agreement, please report it within the Service or via support@baddhia.com.

10. Purchases

All payments for purchases on the Baddhia platform will be initiated through the Baddhia main wallet

From time to time, Baddhia may offer products and services for purchase on the Baddhia online store through payment platforms authorized by Baddhia. If you choose to make an in-app purchase, you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (Baddhia main wallet) (your “Payment Method”) will be charged at the prices displayed to you for the service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize Baddhia or the third party account, as applicable, to charge you.

10.1 Subscription

You may choose to subscribe to any of Baddhia’s virtual products. When you do so, you agree to make payment through the Baddhia main wallet. After successful completion of your profile, you will be offered a 2-week free subscription to use the Service.

Once your multimedia starter pack or recurrent subscription expires, you may decide to renew by funding your Baddhia main wallet and activating your subscription. Also, upon expiry, you will not be able to upload content in your gallery, chat, and share media files with any user except an exclusive partner.

Deleting your account on Baddhia or deleting the Baddhia application from your device does not cancel your subscription; Baddhia will retain all funds charged to your Payment Method until your subscription expires. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Baddhia may terminate your account immediately in its sole discretion.

10.2 Display and CTA Emojis

From time to time, you may purchase a Display or CTA (Call-to-Action) emoji on the Baddhia online store. The Display emoji can be used while chatting with a user and can only be used once. Once it has been received by the recipient, you will no longer retain ownership of the emoji in your emoji library.

Before proceeding to purchase a CTA emoji, check if Baddhia has operational presence in your city or country. We do not advise that you purchase a CTA emoji on the Baddhia online store if Baddhia does not have an operational presence in your city or country. The CTA emoji requires the consent of the recipient before it can be activated. It must be activated within 72 hours of purchase, else the transaction will be cancelled, and payment reversed to your Baddhia main wallet. By purchasing the Display and CTA emoji, you acknowledge and agree that

i.  the Baddhia online store is a platform for sellers to sell and buyers to purchase products,
ii.  a contract for the sale and purchase of a product or products will come into force between you and the seller,
iii.  Baddhia is not a party to the transaction between you and the seller, but shall accept binding sales on behalf of sellers,
iv.  deliveries will be processed within 48 hours after the CTA emoji has been activated,
v.  the seller is responsible for the safety and delivery lead time of products that you purchased on the Baddhia online store,
vi.  the price of the product displayed in the product listing is genuine and acceptable to you,
vii.  the price of the product will include all taxes, delivery charges, packaging charges, handling charges, administrative charges, insurance costs, and other ancillary costs and charges,
viii.  Baddhia charges 5% commission on every product successfully delivered to you,
ix.  CTA emojis for services must be claimed within 7 days after successful activation.

10.3 Baddhia Gallery and Gallery Wallet

As part of the key features of the Service, you may upload an image or video content on the Baddhia gallery and receive monetary appreciation when you do so. You acknowledge and agree that:

i.  all content that you post on your gallery must satisfy our community rules as detailed in section 8 of the Baddhia Terms of Service,
ii.  Baddhia reserves an exclusive right to determine the range and threshold of the monetary appreciation that you receive for your content,
iii.  Baddhia charges 5% commission on every monetary appreciation you receive for your gallery content on the Baddhia platform,
iv.  you will transfer all monetary appreciation received in your gallery wallet to your main wallet before requesting a withdrawal,
v.  all withdrawals through the Baddhia main wallet attracts a 10% withdrawal fee,
vi.  vi. We may monitor or review any Content you post on your gallery. We may delete any Content, in whole or in part, that in our sole judgment violates this Agreement or may harm the reputation of the Service.

Baddhia may manage, regulate, control, modify or eliminate virtual products at any time. Baddhia shall have no liability to you or any third party in the event that Baddhia exercises any such rights.

10.4 Returns and Refund

Generally, all charges for purchases are nonrefundable, and there are no refunds or credits for partially used durations. However, you may request a refund of the available balance in your Baddhia main wallet by clicking on the withdrawal icon. In the event that you request a withdrawal, Baddhia reserves the right to query and queue your withdrawal for up to 72 hours, and also, charge a 10% withdrawal fee.

In the event that your CTA emoji is not activated within the stipulated period, your funds will be reversed to your Baddhia main wallet.

If for any reason you decide to return a product purchased from a seller on the Baddhia online store, such returns will be managed by Baddhia and acceptance of returns shall be in our discretion, subject to compliance with applicable laws of the territory.

Our rules on refunds shall be exercised in our discretion, subject to applicable laws of the territory. We may offer refunds, in our discretion:

  i.  in respect of the product price;
 ii.  local and/or international shipping fees, and
 iii.  by way of store credits, wallet refunds, vouchers, mobile money transfer, bank transfers or such other method as we may determine from time to time.

Changes to our returns and refund policy shall be effective in respect of all purchases made from the date of publication of the change on our website

In the event that you die before the end of your subscription period, your next of kin shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use the services of Baddhia) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the company notice via support@baddhia.com or +234 706 207 2194.

10.5 Pricing

Baddhia operates a global business, and our pricing varies by a number of factors. We frequently offer promotional rates which can vary based on region, length of subscription, bundle size and more. We also regularly test new features and payment options.

11. Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please submit a takedown request via support@Baddhia.com.

If you contact us regarding alleged copyright infringement, please be sure to attach the following information to the email:

i.  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
ii.  a description of the copyrighted work that you claim has been infringed;
iii.  a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
iv.  your contact information, including address, telephone number and email address, and the copyright owner’s identity;
v.  a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
vi.  a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Baddhia will terminate the accounts of repeat infringers.

12. Disclaimers

Baddhia provides the service on an “as is” and “as available” basis and to the extent permitted by applicable law, grants no warranties of any kind, whether express, implied, statutory, or otherwise with respect to the service (including all content contained therein), including, without limitation, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. Baddhia does not represent or warrant that (a) the service will be uninterrupted, secure or error free, (b) any defects or errors in the service will be corrected, or (c) that any content or information you obtain on or through the service will be accurate.

Baddhia takes no responsibility for any content that you or another member or third party posts, sends, or receives through the service. Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk..

Baddhia disclaims and takes no responsibility for any conduct of you or any other member, on or off the service

13. Third Party Services

The Service may contain advertisements and promotions offered by third parties and links to other web sites or resources. Baddhia is not responsible for the availability (or lack of availability) of such external websites or resources. If you choose to interact with the third parties made available through our Service, such party’s terms will govern their relationship with you. Baddhia is not responsible or liable for such third parties’ terms or actions.

14. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Baddhia, its affiliates, employees, licensors or service providers be liable for any indirect, consequential, exemplary, incidental, special, punitive, or enhanced damages, including, without limitation, loss of profits, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: (i) your access to or use of or inability to access or use the service; (ii) the conduct or content of other members or third parties on, through or following use of the service; or (iii) unauthorized access, use or alteration of your content, even if Baddhia has been advised at any time of the possibility of such damages. Notwithstanding the foregoing, in no event shall Baddhia’s aggregate liability to you for any and all claims arising out of or relating to the service, or this agreement exceed the amount paid, if any, by you to Baddhia during the twenty-four (24) month period immediately preceding the date that you first file a lawsuit, arbitration or any other legal proceeding against Baddhia, whether in law or in equity, in any tribunal. The damages limitation set forth in the immediately preceding sentence applies (i) regardless of the ground upon which liability is based (whether default, contract, tort, statute, or otherwise), (ii) irrespective of the type of breach of obligations, and (iii) with respect to all events, the service, and this agreement.

The limitation of liability provisions set forth in this section 14 shall apply even if your remedies under this agreement fail with respect to their essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you..

15. Arbitration, Class-Action Waiver, and Jury Waiver

Except where prohibited by applicable law: The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or the Service, regardless of the date of accrual shall be BINDING ARBITRATION administered by Lagos Court of Arbitration (LCA) except as modified by our Arbitration Procedures. The one exception to the exclusivity of arbitration is that either party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction, or, if filed in arbitration, the responding party may request that the dispute proceed in small claims court instead if the claim is within the jurisdiction of the small claims court. If the request to proceed in small claims court is made before an arbitrator has been appointed, the arbitration shall be administratively closed. If the request to proceed in small claims court is made after an arbitrator has been appointed, the arbitrator shall determine whether the dispute should remain in arbitration or instead be decided in small claims court. Such arbitration shall be conducted by written submissions only, unless either you or Baddhia elect to invoke the right to an oral hearing before the Arbitrator. But whether you choose arbitration or small claims court, you agree that you will not under any circumstances commence, maintain, or participate in any class action, class arbitration, or other representative action or proceeding against Baddhia.

By accepting this Agreement, you agree to the Arbitration Agreement in this Section 15. In doing so, BOTH YOU AND BADDHIA GIVE UP THE RIGHT TO GO TO COURT to assert or defend any claims between you and Baddhia (except for matters that may be properly taken to a small claims court and are within such court’s jurisdiction). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.

If you assert a claim against Baddhia outside of small claims court (and Baddhia does not request that the claim, be moved to small claims court), your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all claims and all issues regarding the arbitrability of the dispute. The same is true for Baddhia. Both you and Baddhia are entitled to a fair hearing before the arbitrator. The arbitrator can generally grant the relief that a court can, including the ability to hear a dispositive motion (which may include a dispositive motion based upon the parties’ pleadings, as well as a dispositive motion based upon the parties’ pleadings along with the evidence submitted), but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons..

The Jurisdiction and Venue provisions in Sections 16 and 17 are incorporated and are applicable to this Arbitration Agreement.

As you decide whether to agree to this Arbitration Agreement, here are some important considerations:

Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties under the Arbitration and Conciliation Act (Chapter 18, Laws of the Federation of Nigeria 2004). Arbitration does not limit or affect the legal claims you as an individual may bring against Baddhia. Agreeing to arbitration will only affect where those claims may be brought and how they will be resolved.

Arbitration is generally considered to be a more rapid dispute resolution process than the judicial system, but that is not always the case. The Arbitrator will typically determine whether Baddhia or you will be required to pay or split the cost of any arbitration with Baddhia, based on the circumstances presented.

You will be precluded from bringing any class or representative action against Baddhia, and you will also be precluded from participating in any recovery resulting from any class or representative action brought against Baddhia.

Whether to agree to this arbitration agreement is an important decision. It is your decision to make, and you should take care to conduct further research and to consult with others — including but not limited to an attorney — regarding the consequences of your decision, just as you would when making any other important business or life decision.

16. Governing Law

Except where our arbitration agreement is prohibited by law, the laws of the Federal Republic of Nigeria, without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with Baddhia. Notwithstanding the foregoing, the Arbitration Agreement in Section 15 above shall be governed by the Arbitration and Conciliation Act.

17. Venue

Except for claims that may be properly brought in a small claims court of competent jurisdiction, all claims arising out of or relating to this Agreement, to the Service, or to your relationship with Baddhia that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of Lagos State, Nigeria. You and Baddhia consent to the exercise of personal jurisdiction of courts in Lagos State and waive any claim that such courts constitute an inconvenient forum.

18. Indemnity by You

You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Baddhia, our affiliates, and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Service, your Content, or your breach of this Agreement.

19. Entire Agreement; Other

This Agreement, which includes the Privacy Policy, Arbitration Agreement, and any terms disclosed to you if you purchase or have purchased additional features, products, or services we offer on the Service, contains the entire agreement between you and Baddhia regarding your relationship with Baddhia and the use of the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of Baddhia to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your Baddhia account is non-transferable and all of your rights to your account and its Content terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement, and you may not make any representations on behalf of or bind Baddhia in any manner.