Dated: March 15, 2023

TERMS OF SERVICE
Welcome to Udirext!

Introduction
Thank you for using the Udirext platform and the products, services and features we 
make available to you as part of the platform (collectively, the “Service”). 

Our Service
The Service allows you to discover, watch, import and share videos, articles and other 
content, provides a channel for people to connect, inform, and inspire others across the 
globe, and serves as a gateway for original content creators and advertisers large and 
small. 

Your Service Provider
The entity providing the Service is Hi2soft Integrated Solutions, a company operating 
under the laws of Nigeria, located at 12, Irhirhi road, off airport road, Benin city, NG 
30000150 (referred to as “Udirext”, “we”, “us”, or “our”). References to Udirext’s 
“Affiliates” in these terms means the other companies within the Hi2soft Integrated 
Solutions’ products.

Applicable Terms
Your use of the Service is subject to these terms, the Udirext Community Guidelines and 
the Copyright Policies (together, the "Agreement"). Your Agreement with us will also 
include the Udirext Advertising Policies if you provide advertising or sponsorships to the 
Service or incorporate paid promotions in your Content.
Please read this Agreement carefully and make sure you understand it. If you do not 
understand the Agreement, or do not accept any part of it, then you may not use the 
Service.

Who may use the Service?
Age Requirements
You may use the Service if you are at least 13 years old; however, children of all ages 
may use the Service and Udirext Kids (where available) if enabled by a parent or legal 
guardian.
Permission by Parent or Guardian
If you are under 18, you must have your parent or legal guardian’s permission to use the 
Service. Please have them read this Agreement with you.
If you are a parent or legal guardian of a user under the age of 18, by allowing your child 
to use the Service, you are subject to the terms of this Agreement and responsible 
for your child’s activity on the Service. 

Businesses
If you are using the Service on behalf of a company or organisation, you confirm to us 
that you have authority to act on behalf of that entity, and that entity accepts this 
Agreement.
Your Use of the Service
Content on the Service
The content on the Service includes videos, articles, audio (for example music and other 
sounds), graphics, photos, text (such as comments and scripts), branding (including 
trade names, trademarks, service marks, or logos), interactive features, software, 
metrics, and other materials whether provided by you, us or a third party (collectively, 
"Content”). Content may be provided to the Service and distributed by our users and 
Udirext is a provider of hosting services for such Content. Content is the responsibility 
of the person or entity that provides it to the Service. If you see any Content you believe 
does not comply with this Agreement, such as by violating the Community Guidelines or 
the law, you can report by click on report copyright 
Accounts and User Channels
You can use parts of the Service, such as browsing and searching for Content, without 
having an account. However, you do need a Udirext account to use some features. With 
a Udirext account, you may be able to like videos, subscribe to channels, create your 
own Udirext channel, and more. 
To protect your Udirext account, keep your password confidential. You should not reuse 
your Udirext account password on third-party applications. 
Your Information
Our Privacy Policy explains how we treat your personal data and protect your privacy 
when you use the Service. 
You may access and use the Service as made available to you, as long as you comply 
with this Agreement and the law. You may view or listen to Content for your personal, 
non-commercial use. You may also show Udirext videos through the embeddable 
Udirext player.

The following restrictions apply to your use of the Service. You are not allowed to:
1. access, reproduce, download, 
distribute, transmit, broadcast, 
display, sell, license, alter, modify 
or otherwise use any part of the 
Service or any Content except: (a) 
as specifically permitted by the 
Service; (b) with prior written 
permission from Udirext and, if 
applicable, the respective rights 
holders; or (c) as permitted by 
applicable law;
2. circumvent, disable, fraudulently 
engage with, or otherwise 
interfere with the Service (or 
attempt to do any of these 
things), including security-related 
features or features that: (a) 
prevent or restrict the copying or 
other use of Content; or (b) limit 
the use of the Service or Content;
3. access the Service using any 
automated means (such as 
robots, botnets or scrapers) 
except: (a) in the case of public 
search engines, in accordance 
with Udirext’s robots.txt file; (b) 
with Udirext’s prior written 
permission; or (c) as permitted by 
applicable law;
4. collect or use any information that 
might identify a person (for 
example, harvesting usernames or 
faces), unless permitted by that 
person or allowed under section 3 
above;
5. use the Service to distribute 
unsolicited promotional or 
commercial content or other 
unwanted or mass solicitations 
(spam);
6. cause or encourage any 
inaccurate measurements of 
genuine user engagement with 
the Service, including by paying 
people or providing them with 
incentives to increase a video’s 
views, likes, or dislikes, or to 
increase a channel’s subscribers, 
or otherwise manipulate metrics;
7. misuse any reporting, flagging, 
complaint, dispute, or appeals 
process, including by making 
groundless, vexatious, or frivolous 
submissions;
8. run contests on or through the 
Service that do not comply with
Udirext term of use;
9. use the Service to view or listen to 
Content other than for personal, 
non-commercial use (for example, 
you may not publicly screen 
videos or stream music from the 
Service); or
10.use the Service to: (a) sell any 
advertising, sponsorships, or 
promotions placed on, around, or 
within the Service or Content, 
other than those allowed in 
the Advertising on Udirext policies 
(such as compliant product 
placements); or (b) sell 
advertising, sponsorships, or 
promotions on any page of any 
website or application that only 
contains Content from the Service 
or where Content from the Service 
is the primary basis for such sales 
(for example, selling ads on a 
webpage where Udirext videos are 
the only content of value).
Reservation
Any right not expressly granted to you in this Agreement remains the right of Udirext or 
the respective rights holders. This means, for example, that using the Service does not 
give you ownership of any intellectual property rights in the Content you access 
(including any branding used on or displayed in the Service).
Develop, Improve and Update the Service
Udirext is constantly changing and improving the Service. As part of this continual 
evolution, we may make modifications (to all or part of the Service) such as adding or 
removing features and functionalities, offering new digital content or services or 
discontinuing old ones.We may also need to alter or discontinue the Service, or any part 
of it, in order to make performance or security improvements, make changes to comply 
with law, or prevent illegal activities on or abuse of our systems. These changes may 
affect all users, some users or even an individual user. When the Service requires or 
includes downloadable software, that software may update automatically on your 
device once a new version or feature is available, subject to your device settings. If we 
make material changes that negatively impact your use of the Service, we’ll provide you 
with reasonable advance notice, except in urgent situations such as preventing abuse, 
responding to legal requirements, or addressing security and operability issues. We’ll 
also provide you with an opportunity to export your content from your Udirext Account 
Your Content and Conduct
Uploading Content
If you have a Udirext account, you may be able to upload Content to the Service. You 
may use your Content to promote your business or artistic enterprise. If you choose to 
upload Content, you must not submit to the Service any Content that does not comply 
with this Agreement or the law. For example, the Content you submit must not include 
third-party intellectual property (such as copyrighted material) unless you have 
permission from that party or are otherwise legally entitled to do so. You are legally 
responsible for the Content you submit to the Service. We may use automated systems 
that analyze your Content to help detect infringement and abuse, such as spam, 
malware, and illegal content.

Rights you Grant
You retain all of your ownership rights in your Content. In short, what belongs to you 
stays yours. However, we do require you to grant certain rights to Udirext and other 
users of the Service, as described below.

Licence to Udirext
By providing Content to the Service, you grant to Udirext a worldwide, non-exclusive, 
royalty-free, transferable, sublicensable licence to use that Content (including to 
reproduce, distribute, modify, display and perform it) for the purpose of operating, 
promoting, and improving the Service.

Licence to Other Users
You also grant each other user of the Service a worldwide, non-exclusive, royalty-free 
licence to access your Content through the Service, and to use that Content (including 
to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of 
the Service.

Duration of Licence
The licences granted by you continue until the Content is removed as described below. 
Once removed, the licences will terminate, except where the operation of the Service, 
use of Content permitted before your removal, or the law requires otherwise. For 
example, removal of Content by you does not require Udirext to: (a) recall Content that 
is being used by other users within any limited offline viewing functionality of the 
Service; or (b) delete copies we reasonably need to keep for legal purposes.
Right to Monetize
You grant to Udirext the right to monetize your Content on the Service (and such 
monetization may include displaying ads on or within Content or charging users a fee 
for access). This Agreement does not entitle you to any payments. Starting March 15, 
2023, any payments you may be entitled to receive from Udirext under any other 
agreement between you and Udirext (including for example payments under the Prousers) will be treated as royalties. If required by law, Hi2soft Integrated Solutions will 
withhold taxes from such payments.

Removing Your Content
You may remove your Content from the Service at any time. You also have the option 
to make a copy of your Content before removing it. You must remove your Content if 
you no longer have the rights required by these terms.

Removal of Content By Udirext
If we reasonably believe that any of your Content (1) is in breach of this Agreement or 
(2) may cause harm to Udirext, our users, or third parties, we reserve the right to remove 
or take down some or all of such Content. We will notify you with the reason for our 
action unless we reasonably believe that to do so: (a) would violate the law or the 
direction of a legal enforcement authority, or would otherwise risk legal liability for 
Udirext or our Affiliates; (b) would compromise an investigation or the integrity or 
operation of the Service; or (c) would cause harm to any user, other third party, Udirext
or our Affiliates. 

Community Guidelines Strikes
Udirext operates a system of “strikes” in respect of Content that violates the Community
Guidelines. Each strike comes with varying restrictions and may result in the permanent 
removal of your channel from Udirext. 
If your channel has been restricted due to a strike, you must not use another channel to 
circumvent these restrictions. Violation of this prohibition is a material breach of this 
Agreement and Udirext reserves the right to terminate your Udirext account or your 
access to all or part of the Service.

Copyright Protection
We provide information to help copyright holders manage their intellectual property 
online in our Udirext Copyright Center. If you believe your copyright has been infringed 
on the Service, please send us a notice.
Account Suspension and Termination

Terminations by You
You may stop using the Service at any time. You can also delete the account from your 
Udirext Account, which involves closing your Udirext channel and removing your data, 
with the option to download a copy of your data first.
Terminations and Suspensions by Udirext
Udirext reserves the right to suspend or terminate your account or your access to all or 
part of the Service if: (a) you materially or repeatedly breach this Agreement; (b) we are 
required to do so to comply with a legal requirement or a court order; or (c) we 
reasonably believe that there has been conduct that creates liability or harm to any user, 
other third party, Udirext or our Affiliates.
Notice for Termination or Suspension
We will notify you with the reason for termination or suspension by Udirext unless we 
reasonably believe that to do so: (a) would violate the law or the direction of a legal 
enforcement authority; (b) would compromise an investigation; (c) would compromise 
the integrity, operation or security of the Service; or (d) would cause harm to any user, 
other third party, Udirext or our Affiliates.
Effect of Account Suspension or Termination
If your account is terminated or your access to the Service is restricted, you may 
continue using certain aspects of the Service (such as viewing only) without an account, 
and this Agreement will continue to apply to such use. If you believe that the 
termination or suspension has been made in error, you can contact us via email: 
appeal@Udirext.com.
About Software in our Service
Downloadable Software
When the Service requires or includes downloadable software (such as the Udirext
application), unless that software is governed by additional terms which provide a 
licence, Udirext gives you a personal, worldwide, royalty-free, non-assignable and nonexclusive licence to use the software provided to you by Udirext as part of the Service. 
This licence is for the sole purpose of enabling you to use and enjoy the benefit of the 
Service as provided by Udirext, in the manner permitted by this Agreement. You are not 
allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverseengineer or attempt to extract the source code of that software, unless laws prohibit 
these restrictions or you have Udirext’s written permission.

Open Source
Some software used in our Service may be offered under an open source licence that 
we make available to you. There may be provisions in an open source license that 
expressly override some of these terms, so please be sure to read those licenses.

Other Legal Terms
Warranty
We provide the Service with reasonable care and skill.
Disclaimer
By law, consumers have certain rights that cannot be excluded or altered by a contract. 
Nothing in this Agreement affects those rights you may have as a consumer. Other than 
as expressly stated in this Agreement or as required by law, Udirext does not make any 
specific promises about the Service. For example, we don’t make any promises about: 
the Content provided through the Service; the specific features of the Service, or its 
accuracy, reliability, availability, or ability to meet your needs; or that any Content you 
submit will be accessible or stored on the Service.
Limitation of Liability
All users: Nothing in this Agreement is intended to exclude or limit any party’s liability 
for: death or personal injury; fraud; fraudulent misrepresentation; or any liability that 
cannot be excluded or limited by law.
To the extent permitted by applicable law, Udirext and its Affiliates will not be 
responsible for:
1. losses that were not caused by 
Udirext or its Affiliates’ breach of 
this Agreement;
2. any loss or damage that was not, 
at the time that this Agreement 
was formed between you and 
Udirext, a reasonably foreseeable 
consequence of Udirext or its 
Affiliates breaching this 
Agreement; or
3. the Content submitted by 
any user, or for the defamatory, 
offensive, or illegal conduct of 
any user.
Business Users only: If you are using the Service for the purpose of your trade, business, 
craft or profession, (a “Business User”), to the extent permitted by applicable law, the 
following limitations of liability will also apply:
1. Udirext and its Affiliates will not 
be responsible for lost profits, 
revenues, or data; loss of 
opportunity or anticipated 
savings; indirect or consequential 
losses, or punitive damages (in all 
cases whether such losses were 
foreseeable or not); and
2. Udirext and its Affiliates’ total 
liability for any claims arising 
from or relating to the Service is 
limited to the greater of: (a) the 
amount of revenue that Udirext
has paid to you from your use of 
the Service in the 12 months 
before the date of your notice, in 
writing to Udirext, of the claim and 
(b) $200, whichever is higher.
Third-Party Links
The Service may contain links to third-party websites and online services that are not 
owned or controlled by Udirext. Udirext has no control over, and assumes no 
responsibility for, such websites and online services. Be aware when you leave the 
Service; we suggest you read the terms and privacy policy of each third-party website 
and online service that you visit.
About this Agreement
Changing this Agreement
We may change this Agreement, for example, to reflect changes to our Service or how 
we do business - for example, when we add new products or features or remove old 
ones, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.
If we materially change this Agreement, we’ll provide you with reasonable advance 
notice and the opportunity to review the changes, except (1) when we launch a new 
product or feature, or (2) in urgent situations, such as preventing ongoing abuse or 
responding to legal requirements. If you don’t agree to the new terms, you should 
remove any Content you uploaded and stop using the Service.
Continuation of this Agreement
If your use of the Service ends, the following terms of this Agreement will continue to 
apply to you: “Other Legal Terms”, “About This Agreement”, and the licenses granted by 
you will continue in limited cases as described under “Duration of License”.
Severance
If it turns out that a particular term of this Agreement is not enforceable for any reason, 
this will not affect any other terms.
Assignment
Udirext may transfer all or part of this Agreement to an Affiliate or, if Udirext is sold, to a 
third party.

No Waiver
If you do not comply with this Agreement and we do not take action immediately, this 
doesn’t mean that we are giving up any rights that we may have (such as the right to 
take action in the future).

Governing Law
This Agreement, and your relationship with Udirext under this Agreement, will be 
governed by English Law, and legal disputes may be brought in the courts of Nigeria.
If mandatory local law prohibits a dispute under this Agreement from being resolved by 
the courts of Nigeria, disputes can be brought in your local courts. If mandatory local 
law prohibits a local court from applying English law to a dispute under this Agreement, 
that dispute will be resolved according to the laws of your country of residence.

Effective as of March 15, 2023