TERMS OF SALE AND WEBSITE USE

Last updated: January 2024 (BrandCo Version: 6.0)

TERMS OF SALE
BrandCo Nigeria Limited a company incorporated in Nigeria referred to as BrandCo, we, our or us, having its registered office at 3, Aje Street, Yaba, Lagos, Nigeria, is the sales facilitation and fulfilment partner of the retailer operating the e-commerce website (Website), where the products were made available to you for purchase through the Website and delivery to you (Merchandise). The retailer - adidas AG - has an agreement with BrandCo allowing BrandCo to act, as the merchant of record, in BrandCo's name and on behalf of the retailer.

By visiting the checkout, operated by BrandCo and residing on the Website (Checkout), and placing your order (Order) through the Checkout, you confirm that you have read, understood and agreed to the Terms of Sale and Website Use and the privacy-policy (together, Terms) in their entirety and you agree to be bound by them. If you do not agree to these terms, please do not order any Merchandise through the Checkout. These terms define your legal relationship regarding the Checkout, the placement of Orders for purchase of Merchandise and purchase thereof.

GENERAL

You buy the Merchandise in your local currency and at a price that normally includes any applicable sales taxes (such as Value Added Tax, Goods and Services Tax, Consumption Tax), plus delivery costs and fees (Delivery Costs) and any import duties, tariffs and similar fees that may be imposed by the delivery destination (Import Charges).

Orders placed via the Checkout are solely reserved for Consumers, only: (i) as defined by law and case law precedent, and (ii) individuals acting exclusively on their own behalf. Any Order which is obviously not a consumer retail sale and, more generally, any Order that is fraudulent or presumed as such, will not be accepted. Prior to placing an Order, you represent and warrant that the purchase of the Merchandise has no direct link to commercial activity of any kind and is strictly and solely for personal use.

The characteristics of the Merchandise you buy, as well as the price, Delivery Costs, and Import Charges (if available for pre-payment), shall be those displayed to you on the Checkout. Please make sure you review your checkout page so that you can identify and correct any input errors.

You are advised that there may be minor differences between the actual Merchandise and the way that it appears on the Website/Checkout, e.g., in relation to appearance / colour / texture / finish. The labelling or packaging of the Merchandise may differ from the images of these which you see on the Website and may not be in your own language. Quantity limits may apply in relation to Orders of a certain Merchandise. Orders exceeding a certain number of authorized Merchandise could be refused at any moment in time, without prior notice.

BROWSING, CHECKOUT AND ACCEPTANCE OF ORDERS

You place the Order for the Merchandise by using the Checkout ordering process. This involves selecting the Merchandise, placing it in the shopping cart/basket and transmitting the order by clicking on the PAY AND PLACE ORDER button or similar button on the Checkout. This process permits you to check and amend any errors before making an order by using the “back” button.

To place an Order, you must be at least at the age which enables you to bind yourself to contracts per local legal requirements in the place where you reside. By placing an order, you confirm that you meet this requirement.

The information contained in these terms and the data contained on the Website and Checkout does not constitute an offer to sell, but rather an invitation to contract. Once you have placed your Order, it will be acknowledged via an email which will contain the relevant details of your Order. Please note, this e-mail does not constitute an acceptance of your Order to buy the Merchandise – it only constitutes an acknowledgment of your Order. Your Order is not accepted (and therefore no commitment is made to provide you with the Merchandise), and no contract for the sale of such Merchandise shall come into effect, until your Order is specifically accepted, and a confirmation email is sent ("Order Confirmation" ").

Order confirmation is subject to fraud checks and certain other mandated regulatory checks (such as 'Denied Parties Screening').

The applicable payment method at Checkout is through the use of the Paystack or Flutterwave payment gateways. (Each of them support, cards, Mobile money, QR codes, and USSD) which is an immediate charge upon placing the order. The full amount of your purchase may be taken immediately following the placement of your order.
Please note that you will be charged the full Order amount even if the Order is dispatched in parts.

Appropriate efforts are made to process and fulfil any Order as quickly as possible. However, certain Orders may be declined, notably abnormal orders, orders which are suspected to be placed not in good faith or orders which have not been placed by individuals. Your Order may also be declined or cancelled, upon notice to you, if: (a) the Merchandise is unavailable (in which case, if the payment was processed, you will be refunded in accordance with these terms); or (b) the payment information you provided cannot be verified.

If a suspicion arises that someone's identity, address, email address and/or payment information has been used fraudulently or in an unauthorized manner, you may be required to provide additional verifications and information before, and as a condition to, the acceptance of any Order.

Moreover, an Order may be cancelled (in full or in part) even after the Order Confirmation was dispatched, if a suspicion arises that there could be, or actually were such circumstances (on our part or any third party's part) giving rise to a good faith, genuine or honest error, mistake or misunderstanding pursuant to which we would not have sent the Order Confirmation nor have agreed to sell the Merchandise. An example could be a specious low price for a Merchandise otherwise costing significantly more. In the event of such genuine error, you shall receive a properly detailed notice of cancellation, following which your order will be automatically cancelled, and you will be refunded the amounts you actually paid.

Nothing in these terms affects consumers legal rights in relation to Merchandise that are not in conformity with the contract, whether because they are faulty, not as described or otherwise.

EXCHANGE RATE

Exchange rates may be set and updated regularly, and you acknowledge that such updates may affect Merchandise pricing on the Checkout. The price of the Merchandise will be the price (according to the applicable exchange rate) at the time you actually place your Order via the Checkout, as displayed on the Checkout.

OWNERSHIP, RISK, IMPORTER OF RECORD

The ownership in and to the Merchandise ordered is transferred to you the moment the Merchandise is dispatched to you (where the contract for the sale of Merchandise is concluded), provided you have made full payment of the Order amount (including Merchandise price, Delivery Costs if any and any other charges payable under these terms, if any).
Risk of damage or loss transferred to you on delivery to you or to somebody identified by you to carry or take possession of the Merchandise on your behalf.
You agree that you will not re-export or commercially re-sell any Merchandise purchased by you via the Checkout.

FULFILMENT, HANDLING AND DELIVERY OF ORDERS

You acknowledge and agree that BrandCo or one of its third-party fulfilment services providers acting on its behalf, including the retailer (each a "Fulfilment Provider") may handle the delivery and fulfilment of your order, and that BrandCo has sole discretion as to the Fulfilment Provider it chooses to use.
Not all Merchandise can be delivered anywhere (due to limitations imposed on the Merchandise or by the destination) but the Checkout will not allow you to submit your order if the Merchandise cannot be delivered to your specified address.
Delivery will be complete when the Merchandise will be delivered to the address which you specify when ordering (that may include the port of entrance to the destination as specified on the Checkout, in case you have selected not to pre-pay Import Charges).
Different parts of your order may be delivered on different dates. Unless otherwise stated, and subject to applicable laws, delivery dates given on Checkout (or on the Websites) are estimates only. Your order will be fulfilled by the delivery date set out in the Order Confirmation or, if no delivery date is specified, then within 14 days after the date of the Order Confirmation, unless there are exceptional circumstances (pre-order for example). Delivery timeframes are affected by your delivery address and the delivery method selected. BrandCo is unable to specify an exact delivery date and time.
BrandCo has no liability for any losses arising from delay in delivery to the extent that this is due to circumstances beyond its reasonable control and where BrandCo could not have taken reasonable steps to deal with the delay. For example, delays resulting from customs clearance procedures or other actions of relevant authorities are generally outside BrandCo’s control, or delays resulting directly from your actions or omissions.
If you receive notification of an unsuccessful attempted delivery, it is your responsibility to use the details provided to contact the delivery company to arrange re-delivery. Efforts will be made to deliver your merchandise according to the details in the Order.

PAYMENT METHODS

You may pay with the payment methods specified at Checkout. When being charged, the payment gateway you will see shall include Flutterwave or Paystack. Payments in relation to the Merchandise could be made to an intra-group affiliate as our agent, and such payment will discharge you from your payment obligations in connection with the purchase of the Merchandise from us.
You acknowledge and agree that: (i) you will be charged by BrandCo or one of its third party payment processors ("Payment Processor"), through the payment method you have selected at Checkout for such Order and such other amounts payable under these Terms that may be due in connection with the Order; (ii) you will provide valid and current information about yourself; (iii) BrandCo may use the tools, software or services of Payment Processors to process transactions on its behalf; and (iv) you may be charged bank or credit/debit card issuer with additional fees (such as foreign transaction fee or cross border fee) or surcharges imposed by your bank or credit/debit card issuer, and those are not BrandCo charges or fees, and BrandCo has no control over this nor does BrandCo have any way to mitigate this, as this is purely up to the relationship and commercial terms between you and your bank or credit/debit card issuer, and BrandCo also has no way of knowing in advance whether you will be charged such fees or surcharges, as each bank and credit/debit card issuer has its own policy, and BrandCo commitment is to acquire the amount set at Checkout in your local currency.
Depending on your geography, payment may be routed through one of our intra-group affiliated companies, acting as our agent. Payment will be made to such affiliate, which will constitute a payment to us, and will discharge you from your payment obligations in connection with the purchase of the Merchandise from us.

RETURNS POLICY This Return Policy applies to all customers

Criteria to return an item

A return must be logged within 14 days of the date of purchase. All products can only be accepted if it is in a re-saleable condition and if the original label or hangtag has not been removed and the product is still in its original packaging. Any free promotional gift or accompanying item must also be included in the return. Due to hygienic reasons swimwear, face masks, face coverings, underwear and modesty items may not be returned or exchanged unless there is some fault of material or a manufacturing default. Should your item be defective, please refer to section 1.2 . WHAT IS THE RETURN POLICY? Returns and Withdrawal policy for items purchased at the adidas Online Shop.To return your products, please contact Customer Services to request a return and ensure that you follow these instructions on how to return a product.We kindly ask you to also meet the following conditions: The product is in its original state and packaging.Apparel has the original tags attached. Accessories have all parts of the original packaging. Footwear is in the original shoe box. What is the return policy for face covers? If the face cover package is not opened, other than this requirement of the packaging being unopened, our normal return policy applies to this product. If the product package has been opened, this product is not returnable, exchangeable or refundable due to health protection reasons, unless there is a manufacturing defect. We accept returns within 14 days from the date of order delivery. Requests for refunds of any article bought at a wholesale partner or other adidas authorized resellers will not be accepted or approved. If you products at one of our authorised resellers, please purchase get in touch with them, as they have their own return policies. Should your item be defective, please refer to section 1.2 .

1.1 Exchange/Returns Policy

adidas may exchange or refund products that have been bought, provided that the product is returned in its original packaging, has not been worn, or damaged or used in any manner whatsoever. IProducts to be exchanged should be done within 14 days from the date of purchase with the original receipt accompanying the product as proof of purchase. IProducts to be returned must be done within 3 days from the date of purchase with the original receipt accompanying the product as proof of purchase. IRefunds will only be processed if the product is returned in accordance with the above specifications, and the refund will be allocated in the same manner the transaction transpired:

• If the items were purchased with a card, it will be refunded to the buyer's bank account used to purchase the item.
• Under no circumstances will we refund any purchase price to a different bank account than that which was used for payment in the original transaction.
• If the payment was made in cash, it will be wire transferred to the buyer's bank account.
• If the payment was made by debit card, it will be wire transferred to the buyer's bank account.

1.2 Damaged or Defective Products

For adidas, quality is paramount. We thoroughly test all our products in real-life conditions to ensure they are fully capable of standing up to the uses for which they were designed.IIt is extremely rare for our products to be damaged or defective. adidas has a legal obligation to make sure that our products conform to the sales contract.IReturned products are inspected by the adidas Quality Assurance Department and refunded/exchanged if the damage is the result of a manufacturing defect or is considered unsafe or inferior quality, insofar as the product is damaged during normal wear within 3 months from the date of purchase.IWe undertake to fully refund the cost of any defective or damaged product provided that the aforementioned terms are complied with.
If the problem was caused by reasons other than materials quality or the assembly process, the original product is returned to you. We do not refund products that were:

• Obtained from a source other than an adidas Concept Store or Factory outlet.
• Damaged by abuse or negligence (exposure to chemicals, caustic substances, open flame, high heat, sharp object, etc.)
• Damaged by misuse or activities other than the intended purpose (use of running shoes for court sports or hiking footwear as work boots, etc.)
• Not cared for according to the wash/care instruction labels.

IPlease note the life expectancy of any adidas product depends on the individual using the product, the conditions of use, and the characteristic wear patterns of the user. Our products damaged by normal wear and tear or that have exceeded the reasonable lifespan of the product are not replaced.

1.3 Returns of defective/faulty products process

Defective products can be returned in store within a period of 3 months from date of purchase. Alternatively, you can contact us team who will facilitate a return or exchange as circumstances allow at the time.
A “Defective Product” is one which contains a material imperfection in the manufacture or design that renders the product less acceptable, useful or safe than reasonably expected, under the circumstances.
A product is in a defective condition if it is dangerous to the user or to the consumer, when used in the prescribed way and/or for the purpose for which it was manufactured or designed to be used. The product must be defective in itself (due to manufacture or design fault) and not damaged due to inappropriate use.
When returning a product after the 14 day standard returns period, a customer must provide full reasons for alleging that the product is defective, including stating how the product was utilised during the period that it was in the customer’s possession. Please note the life expectancy of any adidas Product depends on the individual using the Product, the conditions of use, and the characteristic wear patterns of the user. Our Products damaged by normal wear and tear or that have exceeded the reasonable lifespan of the Product are not replaced.

HOW MUCH DOES IT COST TO RETURN A PRODUCT?

Returning products is free of charge as long as the product is in its original state and packaging. Apparel has the original tags attached. Accessories have all parts of the original packaging. Footwear is in the original shoe box, and you follow the instructions on how to return a product. You can return your online order within 14 days from the date of order delivery.

If you wish to return Merchandise pursuant to these terms, the following instructions apply:

• You must first inform of your decision to return your Order through the returns portal available here , by following the instructions and providing the requested information therein, including providing proof of purchase (the Order identification number and email address used to purchase the Merchandise) , indicating the applicable items to be returned and the quantity thereof and selecting the applicable method of returning the product (if different options are available). Image of merchandise is mandatory for return under reason of quality issue.
• A return merchandise authorization (RMA) number will then be provided to you (through the portal and in and sent via e-mail) with a return shipment label generated through the portal.
• Promptly thereafter you are required to follow instruction on return confirmation mail that is schedule collection with courier’s handover Merchandise. You must act without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation of the contract. The RMA number must be included in the return package.
• The Merchandise must be returned in a new and unused state, in perfect condition, with all protective or other materials in place and tags and stickers attached to them (if applicable), as well as with the original box/container, including all accessories and documents.
• Returned Merchandise is subject to a strict quality control to ensure that the returned Merchandise satisfies these above-mentioned requirements. If the Merchandise does not meet such standards, it could be refused, and the Merchandise will be returned to you (at your own cost) or you will be liable for the Merchandise devaluation.
• Upon receipt of the returned Merchandise and confirmation that it has been returned in accordance with the applicable requirements, you will be reimbursed for the actual paid price of the returned Merchandise and such other fees, if applicable pursuant to these Terms.

Any initial Delivery Costs paid by you in connection with the Order will be refunded. However, any delivery and clearance costs incurred by you when returning Merchandise may not be eligible for reimbursement or refund other than in the event of defective Merchandise, where you will be reimbursed for the delivery costs.
From time to time, in select destinations, the delivery costs of returning the Merchandise may be covered on your behalf (pre-paid). Such coverage (or the absence of it), will be clearly indicated on the Website before Checkout.
Title and risk to the returned Merchandise will not be taken back or assumed until it physically arrives back to the return’s facility, and therefore you are advised to use a courier service offering a tracking number, and to take out adequate insurance to cover the cost of the goods in transit.

LIMITATION ON RETURNS POLICY

Notwithstanding anything to the contrary in these terms, there is no right to return merchandise which was made to your specifications, or which is clearly personalized. There are other types of merchandise that are not eligible for return such as, sealed goods or other merchandise which are not suitable for return due to health protection or hygiene reasons if they were sealed and become unsealed after delivery.
Only the buyer will be entitled to receive a refund of the purchase price. In no event will a person who has received the Merchandise as a gift be entitled to receive a refund. If you are a gift recipient and wish to return the Merchandise, please contact us to discuss your options.

LIMITED WARRANTY; RETURNS POLICY FOR FAULTY MERCHANDISE

If any Merchandise you order is damaged or faulty when delivered to you or has developed a fault, if you believe Merchandise was delivered damaged or faulty or has developed a fault, you should inform us within a period of 24 hours but not exceeding a period of 48 hours from time of delivery preferably in writing, giving your name, address, and order reference.

FOR MERCHANDISE SHIPPED INTERNATIONALLY, PLEASE NOTE THAT THE WARRANTY MAY NOT BE VALID IN THE DESTINATION, OR YOU MAY HAVE ONLY LIMITED WARRANTY VALID IN THE DESTINATION.

LIABILITY

In no event will there be any liability to you for any loss or damaged suffered by you. Any liability, if so exists, shall not exceed the purchase price of the relevant Merchandise, and is strictly limited to losses that were reasonably foreseeable. Losses are foreseeable where they could be contemplated by you and us at the time your Order is accepted by us.
BrandCo and retailer will not be responsible for any loss or damages incurred by unauthorized use of your payment card on the Checkout, and BrandCo and retailer are not responsible for notifying your card issuer or any law enforcement authority in these instances.
You must give a BrandCo and retailer a reasonable opportunity to remedy any matter for which they are liable before you incur any costs remedying the matter yourself.
It cannot be guaranteed that the Website will be uninterrupted or error-free and BrandCo cannot guarantee that the Checkout will be uninterrupted or error-free. BrandCo and retailer are entitled without notice and without liability to suspend the Website or the Checkout for repair, maintenance, improvement, or other technical reason.
To the maximum extent permitted by applicable law, BrandCo shall not be held liable, if and in so far as it cannot fulfil its obligations as a result of circumstances beyond its reasonable control and where it could not have taken appropriate steps to avoid such effects including third party telecommunication failures.

INTELLECTUAL PROPERTY RIGHTS

Any access or use of the Checkout for any reason other than your personal, non-commercial use, is prohibited. You further acknowledge that any other use of the material and content of the Checkout is strictly prohibited, and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit, or create derivative works of such material and content.
Unless otherwise stated, the copyright and other intellectual property rights in the content on the Checkout are owned by BrandCo or our licensors.
You may print off one copy and may download extracts of any page from this Checkout for non-commercial, personal use.

TERMS OF WEBSITE USE

Please read these Terms and Conditions for website use (Use of the Website Terms and Conditions) carefully before using the website. These Use of the Website Terms and Conditions apply to all visits and uses of the Website, as well as to the Content (as defined below), information, recommendations, products, and services provided to you on or through the Website. By accessing and using the Website, you grant your consent to these Use of the Website Terms and Conditions in their entirety in addition to any other law or regulation that applies to the Website and the Internet. If you do not agree to these Use of the Website Terms and Conditions, please leave the Website immediately.

Content on the Website

All of the content featured or displayed on the Website, including, but not limited to, logos, icons, trademarks, text, graphics, photographs, images, moving images, sound, illustrations, and software (Content), is owned by adidas AG (adidas), its affiliated companies, its licensors or its content providers. All elements of the Website including, but not limited to, the general design and the Content, can be protected by copyright, moral rights, database rights, trademark and other laws relating to intellectual property rights. Except as explicitly permitted under this or another agreement with adidas, no portion or element of the Website or its Content may be copied or retransmitted via any means. The Website, its Content and all related rights shall remain the exclusive property of adidas AG, its affiliated companies or its licensors unless otherwise expressly agreed. All such rights are reserved.

Copyright And Trademarks

The copyright in all Content is and remains owned by adidas AG, its affiliated companies, or its licensors as appropriate. Except as may be otherwise indicated in specific documents within the Website, you are authorised to view, play, print and download Content found on the Website for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content. You may not reuse any Content without first obtaining the consent of adidas. For purposes of these terms, the use of any such Content on any other website or networked computer environment is prohibited. You will not remove any copyright, trademark or other proprietary notices from Content found on the Website.

In the event you download software (including but not limited to screensavers, smart phone applications, icons, videos and wallpapers) from the Website, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the Software) are licensed to you by adidas. adidas does not transfer title to the Software to you. You own the medium on which the Software is recorded, but adidas retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

All trademarks, service marks, logos and trade names which appear on products of adidas Group, product packaging and/or on the Website, whether registered or not (the Trademarks) remain the exclusive property of adidas AG, its affiliated companies, or its licensors (as appropriate) and are protected by applicable trademark laws and treaties. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any of the Trademarks in any way, including in advertising or publicity permit to distribution of materials on the Website, without adidas' prior written consent. The use of any of the Trademarks on any other website or network computer environment, for example the storage or reproduction of (a part of) the Website in any external internet website or the creation of links, hypertext,

Disclaimer of Warranties

The Website and the Content are free of charge and provided 'as is' and without any warranties of any kind. The information on the Website is for general information purposes only and does not constitute advice.

BrandCo/adidas does not represent or warrant that the information and/or facilities contained on the Website are accurate, complete or current, or that the Website or the server that makes the Website available are free of viruses or any other harmful components. Further, BrandCo/adidas will not provide for specific IT infrastructure or connectivity. Thus, BrandCo/adidas cannot represent or warrant the Website will be uninterrupted or error free. BrandCo/adidas does not make any warranties or representations regarding the use of the Content on the Website in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise, in each case to the fullest extent permitted by applicable law.

Limitation of Liability

Your use of the Website is at your own risk. Neither BrandCo/adidas, nor any of their employees, officers, directors nor any of their agents or any other party involved in creating, producing or delivering the Website will be liable for any direct, indirect, special, consequential or other damages that result from the use of, or the inability to use, the Content on the Website, including damages caused by viruses or any incorrectness or incompleteness of the information on the Website, or the performance of the products or otherwise arising out of or in connection with these Use of Website Terms and Conditions, even if BrandCo/adidas has been advised of the possibility of any such damages.

Links to Third Parties

For your convenience and to improve the usage of the Website, links to Websites that are owned and controlled by third parties may be provided from time to time. These links take you outside BrandCo’s / adidas service and off the Website and are beyond BrandCo’s /adidas control. This includes links to partners that may use the Trademarks as part of a co-branding agreement. The Websites you can link to have their own separate terms and conditions as well as a privacy policy. BrandCo/ adidas is not responsible and cannot be held liable for the content and activities of these Websites. You therefore visit/access these Websites entirely at your own risk.
Please note that these other websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use and/or privacy policies on those Websites prior to using them.

Misuse of the Website

You are prohibited from using the Website to post or transmit any User Generated Content (as defined below) which infringes or may infringe third party intellectual property rights or which is threatening, false, misleading, inflammatory, defamatory, invasive of privacy, obscene, pornographic , abusive, discriminating, illegal or which could constitute or encourage conduct that would be considered a criminal offense, violating the rights of any party or which may otherwise give rise to civil liability or violate any law. BrandCo/adidas may deny you access to the Website at any time in its sole discretion, and which shall include situations where BrandCo/adidas believes that your use of the Website is in breach of any of these Use of Website Terms and Conditions and/or applicable laws.
You are also prohibited from using the Website to advertise or perform any commercial solicitation.
You may not use any software, robot, crawler, spider, page scraper or any other automated means or device to (a) access, copy, affect or monitor any part of the Website or its content or circumvent the structure or presentation of the Website or any of its content or (b) to interfere with the operation of the Website or any transaction being made on the Website or interfere or affect any person's use of the Website or to help facilitate any third party to purchase any product on the Website.
You may not attempt to gain unauthorized access to any part or feature of the Website, or any system connected to the Website by hacking, password mining or other illegitimate or unauthorized means.

User Generated Content

All opinions, opinions, comments, artwork, graphics, photographs, links, questions, suggestions, information, videos, and other materials (including your personalization on Personalized Products) that you or other users of the website post to the website or transmit using the website (User Generated Content) will be deemed non-confidential and non-proprietary. Accordingly, BrandCo/ adidas shall have the non-exclusive, royalty-free, right to use, copy, distribute and disclose to third any User Generated Content for any purpose, in any medium and throughout the world (license grant). You acknowledge and agree that BrandCo/adidas only acts as a passive conduit for the distribution of the User Generated Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Generated Content. BrandCo/adidas shall not be continuously monitoring User Generated Content published by you or moderating between users, nor shall BrandCo/adidas be under an obligation to do so. Without limit to the generality of the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions, and other information expressed or included in the User Generated Content do not necessarily represent those of BrandCo/adidas. Any use by you of the User Generated Content is entirely at your own risk. You represent and warrant that any User Generated Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third-party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. acclaim, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph. You agree to indemnify and keep BrandCo/adidas and its affiliated companies indemnified against all costs, expenses, damages, losses, and liabilities incurred or suffered by adidas or its affiliated companies related to any User Generated Content posted or transmitted by you or your other use of the Website.

BrandCo/adidas reserves the right at its sole discretion to block or remove (in whole or part) any User Generated Content posted or transmitted by you and which BrandCo/adidas believes is not in accordance with these Use of Website Terms and Conditions (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to adidas.

You agree to promptly notify BrandCo/adidas in writing (https://www.adidas-group.com/en/service/contact/) of any User Generated Content (or other Content) which breaches these Use of Website Terms and Conditions. You agree to provide to BrandCo/adidas sufficient information to enable BrandCo/adidas to investigate whether such User Generated Content (or other Content) breaches these Use of Website Terms and Conditions. BrandCo/adidas agrees to make good faith efforts to investigate such complaint and shall take such action as BrandCo/adidas in its sole discretion decides. However, BrandCo/adidas does not warrant or represent that it will block or remove (in whole or part) such User Generated Content or other Content.

Unsolicited Ideas

BrandCo/adidas maintains the policy of not reviewing or accepting any unsolicited submissions of ideas, inventions, designs and/or other materials related to adidas business (including without limit footwear, apparel, sporting goods and services) whether consisting of texts, images, sounds, software, information or otherwise (the Materials) sfrom persons external to adidas. You should therefore not post any materials on the Website or send these to adidas by e-mail or otherwise.

GOVERNING LAW AND DISPUTES

These Terms are governed by the laws of Nigeria. You agree to the jurisdiction of the Nigerian Courts in respect of any dispute regarding or arising from these terms or any Order.

MISCELLANEOUS

Communications will be made electronically by sending email or otherwise posting electronically. If any provision or provisions of these terms shall be held to be invalid, illegal, or unenforceable, that provision shall be enforced to the fullest permitted extent by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be or affected. Headings used in these terms are for information and not binding. Any failure by either party to exercise or enforce any right or provision of these terms does not mean this is a waiver (ie that it cannot be enforced later). If any part of these Terms is ineffective or unenforceable for any reason, then it will be replaced with a provision which as far as possible achieves the same thing and the rest of these Terms shall continue to apply. These terms may be transferred to a third party, without your consent, but this will not affect your rights or obligations. A person who is not a party to these Terms shall have no rights to enforce any term of these terms except insofar as expressly stated otherwise.
BrandCo and retailer reserve the right to access, read, preserve, and disclose any information obtained in connection with the Order, and your use of the Checkout, as BrandCo reasonably believes is necessary to: (i) satisfy any applicable law, regulating, legal process, subpoena or governmental request, (ii) enforce these terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, or (v) protect the rights, property or safety of BrandCo, the retailer or the public.
The Checkout may contain links to third party websites or services that are not owned or controlled by adidas. adidas is not affiliated with, has no control over, and assumes no responsibility for the content, privacy policies, or practices of, any third-party websites. You: (i) are responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii) expressly release BrandCo from any and all liability arising from your use of any third-party website. Accordingly, you are encouraged to read the terms and conditions and privacy policy of each third-party website that you may choose to visit.
BrandCo reserves the right to modify these terms at any time by posting the changes on the Checkout or the Site. , and your use of the Checkout after such changes have been posted means that you agree to be bound by the Terms as modified.
These terms constitute the entire agreement with respect to the subject matter of the Order. The contract in respect of any Orders is concluded between you and adidas or our intra-group affiliate acting on behalf of adidas and may be officially concluded in the English language only, and that no public filing requirements apply.
If you have any questions or complaints about BrandCo, these terms or the Checkout, please contact us at (insert applicable email or site details) or at our trading address at 3, Aje street, Yaba, Lagos, Nigeria.