TERMS OF USE

Welcome to OnAir^TM! It is our pleasure to provide the OnAir services described below for your personal enjoyment and entertainment in accordance with these Terms of Use ("Terms"). Please take a moment to carefully read through these Terms.

1 DESCRIPTION OF OUR SERVICE

Telairvision Limited (“Telairvision”, “we”, “our” or “us”) provides you with the OnAir services. Through the OnAir services, we provide TV/Video on Demand services to homes and offices wirelessly, with a single subscription. We leverage technology to provide our users with great movies and TV shows. Our OnAir services enables you to enjoy all your favourite films, TV shows and movies on our fluid, flexible and reliable platform - from Hollywood to Nollywood to Bollywood, we bring all your favourite movies, series, shows, dramas, sports and online games to your home and to the palm of your hands. OnAir^TM is the trademark of Telairvision Limited.

Use of the OnAir services is subject to compliance with these Terms which incorporate by reference our Privacy Notice available at www.onair.ng/privacy. Therefore, by accessing or using any of the OnAir services including by visiting the OnAir website or by downloading or installing the OnAir mobile application, you accept and agree to these Terms. Please note that if you subscribe to the OnAir services through a third-party website or mobile application, your access to and use of that service will be subject to additional terms and limitations specific to that service.

2 ACCESS AND USE OF OUR ONAIR SERVICES

2.1 Age requirement: The OnAir services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under 18 years of age, you may register with OnAir for the provision of any of our services, but only if you have the consent of your parent or guardian, including consent to these Terms on your behalf, and for clarity, you can only modify an account, or associated profiles, with the consent of your parent or guardian.

2.2 Ownership and License: Airband Wireless (a partner of Telairvision) is the owner and licensee of all rights to all the digital contents you access on any of our OnAir platforms. The contents are also protected by copyright, trademark, and other intellectual property laws. Telairvision is pleased to grant you a non-exclusive limited license to use our OnAir services, including accessing and viewing our digital contents by downloading or streaming the contents on your television, smart phones, laptops and any other compatible devices, for personal, non-commercial purposes as set forth in these Terms. The periods during which you can access and view the OnAir digital contents will vary based on the terms of your subscription.

2.3 Content not to be Shared with Others: Any contents which you accessed through any of our OnAir platforms are for your personal and non-commercial use only and you shall not share such contents with other persons. During the duration of your subscription to the OnAir services, we grant you a limited, non-exclusive, non-transferable right to access and view our digital contents. Except for the foregoing, no right, title or interest shall be transferred to you. You agree not to use the service for public performances.

2.4 Compatible Devices: In order to access and view the OnAir digital contents, you will need to use a personal computer, a smart television, smart phone, or other devices that meet the system and compatibility requirements that we establish from time to time.

2.5 Access to Contents: We may allow you to:

access the OnAir digital contents on a subscription-only basis for viewing during a limited period of time during a subscription period;

access the OnAir digital contents on the basis of pay-per-view over a limited period of time; or

access the OnAir digital contents on a free, ad-supported or promotional basis for viewing over a limited period of time.

2.6 Anti-circumvention Protection Measures: You shall not either directly or through the use of any device, software, website, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the OnAir digital contents, digital rights management mechanism, device, or other content protection or access control measure associated with the OnAir digital contents including geo-filtering mechanisms.

2.7 Restriction on Reproduction: You shall not either directly or through the use of any device, software, website, web-based service, or other means copy, record, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or transmit or retransmit the OnAir digital contents unless expressly permitted by Telairvision in writing. You shall not incorporate any of the OnAir contents into, or stream or retransmit the content through any hardware or software application or otherwise make the contents available in any form to other persons. The contents covered by these restrictions include without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on, in any way, the OnAir digital contents, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless expressly permitted by Telairvision in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.

3 SUBSCRIPTION

3.1 Periodic Subscription and Fees: While we may allow users to access the OnAir contents on a free, ad-supported basis, we charge a fee for your use of the OnAir services. We will bill you in advance for your subscription. Your subscription will continue and automatically renew on a periodic basis corresponding to the term of your subscription unless and until you cancel your subscription, or your account is otherwise suspended or terminated pursuant to these Terms. Telairvision reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes.

3.2 Subscription Plans: We may offer a number of subscription plans, including subscriptions offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some subscription plans will usually have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.

3.3 Promotional Offers: We may from time to time offer promotional offers, plans or subscriptions. Eligibility to enjoy such promotional offers is determined by Telairvision at its sole discretion and we reserve the right to revoke a promotional offer and put your account on hold in the event that we determine you are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent OnAir Subscription to determine eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the promotional offers or in other communications made available to you.

3.4 Payment Method: Unless otherwise indicated, you will be required to provide a debit or credit card or other payment method accepted by Telairvision, as may be updated from time to time ("Payment Method"). We will charge your Payment Method a periodic subscription fee on a recurring basis corresponding to the term of your subscription, and any applicable taxes. You are solely responsible for any and all fees charged to your Payment Method. When you provide a Payment Method, we will verify the information you provided. If you want to use a different Payment Method than the one you signed up to use during registration, you may edit your Payment Method information by logging in on the OnAir website and viewing your account details. In the event of a failed attempt to charge to your Payment Method (e.g. if your Payment Method has expired), we reserve the right to retry billing your Payment Method. In the event that you update your Payment Method to remedy a change in validity or expiration date, we will automatically resume billing you for your subscription to the OnAir services. We may suspend or cancel your access to the OnAir digital contents if we remain unable to successfully charge a valid Payment Method. You also remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs.

3.5 Billing Cycle: The subscription fee for the OnAir services will be charged to your Payment Method on a specific payment date. The length of your billing cycle will depend on the type of subscription that you choose when you signed-up for the service. In some cases, your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your subscription began on a day not contained in a given month.

3.6 Cancellation: You can cancel your subscription by logging into your OnAir account and following the instructions on your account page on the OnAir website or mobile application. Unless otherwise communicated, if you cancel your subscription, you will continue to have access to the OnAir services through the end of your current billing cycle. Payments are nonrefundable. If you cancel, modify your On Air subscription, or if your account is otherwise terminated under these Terms, you will not receive a credit, including for partially used periods of service.

3.7 Free Trials: We may offer free trials to a particular service, subject to specific terms to be communicated to you. Telairvision reserves the right to determine eligibility for free trials, which may vary based on factors to be decided by Telairvision in its absolute discretion. If you cancel your subscription during a free trial or other similar offers, cancellation may be effective immediately.

3.8 Changes to the Price and Subscription Plans: We may change the OnAir subscription plans and the price of any of our services from time to time; however, any price changes or changes to your OnAir subscription plans will not apply until the commencement of your next billing cycle. We will give you at least 30 days’ notice of such change.

4 ACCOUNTS AND REGISTRATION

Any user who creates an account on the OnAir website or in any of the OnAir platforms and whose Payment Method is charged (the "Account Owner") is responsible for any activity that occurs on the account. To maintain control over the account and to prevent anyone from accessing the account (which would include information on viewing history for the account), the Account Owner should maintain control over their devices that are used to access the service and not reveal the password or details of the Payment Method associated with the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, us or our partners from identity theft or other fraudulent activity. Because you are responsible for all use of your account, including unauthorized use by any third-party, please be very careful to guard the security and confidentiality of your password.

5 LINKED WEBSITES AND ADVERTISING

5.1 Third-Party Websites: If we provide links or pointers to other websites, you should not infer or assume that Telairvision operates, controls, or is otherwise connected with these other websites. When you click on a link within the OnAir website or other platforms, these Terms do not govern your use of another website or destination. Telairvision is not responsible for the contents or practices of any website other than the OnAir website. By using the OnAir services, you acknowledge and agree that Telairvision is not responsible or liable to you for any content or other materials hosted and served from any website other than the OnAir website.

5.2 Third-Party Advertisements and Services: Telairvision takes no responsibility for and does not endorse any third-party advertisements or any third-party material posted on any platform where our services are available, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers while using the OnAir services, including through engaging with interactive advertisements, are between you and the advertiser, and you agree that Telairvision is not liable for any loss or claim that you may have against an advertiser. If you provide any confidential or personal information or engage in any transaction through an advertisement, Telairvision is not responsible for such information or transaction and we encourage you to read the terms of use and privacy notice of the advertiser or other party collecting such information or engaging in such transaction.

6 YOUR RESPONSIBILITIES

In order for us to ensure that the OnAir services are safe and available for everyone to use, you agree to observe all restrictions identified in these Terms, in particular, you agree not to use the OnAir services in a way that:

violates the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
uses technology or other means to access, remove, disable, bypass, or circumvent any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the OnAir digital services;
introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
damages, disables, overburdens, impairs, or gains unauthorized access to the OnAir contents, including our servers, computer network, or OnAir user accounts;
removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the OnAir services;
uses the OnAir platforms to advertise or promote services that are not expressly approved in advance in writing by Telairvision;
collects information in violation of our Privacy Notice;
collects information about users for the purpose of sending, facilitating, or encouraging unsolicited bulk or other communications;
furthers any means of fraudulent activity, including identity theft;
encourages conduct that would constitute a criminal offence or give rise to civil liability;
violates these Terms or any guidelines or policies issued by Telairvision;
interferes with any other party's use and enjoyment of the OnAir services; or
attempts to do any of the foregoing.

We reserve the right to immediately terminate or restrict your account to your use of the OnAir services at any time, without notice or liability, if we determine or reasonably believe in our sole discretion that you have breached these Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. Of course, we would prefer to avoid such termination; we may use technical measures to block or restrict your prohibited access to or use of the OnAir services, and you agree not to circumvent, avoid, or bypass such restrictions. We also reserve the right to take appropriate legal action against you.

7 DEVELOP AND UPDATE ONAIR SERVICES

We are constantly developing new technologies and features to improve the OnAir services. As part of this continual improvement, we sometimes add or remove features and functionalities, increase or decrease limits to the services, and start offering new services or stop offering old ones. If we make material changes that negatively impact your use of the OnAir services or if we stop offering a service, we will provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues.

8 DISCLAIMERS OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

WHILE WE DO OUR BEST TO ENSURE THE OPTIMAL PERFORMANCE OF THE ONAIR SERVICES, YOU AGREE THAT WE PROVIDE THE ONAIR SERVICES TO YOU ON AN "AS IS" BASIS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TELAIRVISION DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.

IN NO EVENT SHALL TELAIRVISION BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE ONAIR SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED FROM, OR PROVIDED ON ANY OF THE ONAIR PLATFORMS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE RIGHTS THAT APPLY TO YOU.

9 MISCELLANEOUS

9.1 Governing Law: These Terms of Use shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria

9.2 Choice of Jurisdiction: You agree that if a dispute or claim arises between you and Telairvision from the provision of the OnAir services, the dispute or claim will be resolved by a single arbitrator to be appointed, on the application of either party, by the Chairman of the Chartered Institute of Arbitrators (UK), Nigeria Branch. The arbitration proceedings will be conducted in accordance with the Arbitration and Conciliation Act, Cap. A18, Laws of the Federation of Nigeria 2004. The seat of the arbitration shall be Lagos. The decision of the arbitrator shall be final and binding.

9.3 Assignment: Telairvision may transfer all or part of this Terms to its Affiliate or, if Telairvision is acquired, to a third party.

9.4 Waiver: If you do not comply with this Terms and we do not take action immediately, our delay or failure to take action does not mean that we are giving up any rights that we may have (such as the right to take action in the future).

9.4 Changes to Terms of Use: Telairvision may, from time to time, change these Terms of Use. We will notify you at least 30 days before such changes apply to you.

9.5 Survival: If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

9.6 Entire Agreement: Please note that these Terms, including our Privacy Notice which is incorporated in these Terms constitute the entire legal agreement between you and Telairvision and shall govern your use of the OnAir services, and completely replaces any prior agreements between you and Telairvision in relation to the OnAir services. In the unlikely event that a customer service representative of Telairvision provides information that is inconsistent with these Terms, please be aware that these Terms will prevail.