These terms of Service (Agreement) set out the legally – binding terms and conditions for your use of the Services. This Agreement is effective on 1st August 2022 for all Clients agreeing to this Agreement for the first time, and for all Clients who have an existing Agreement with www.ileoja.ng.

To be eligible to register for a www.ileoja.ng account in order to use the Services, you must review and accept this Agreement by clicking on the “I Accept” button or other mechanism provided.

BY REGISTERING FOR AND/OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES IT REFERS TO ONCE ACCEPTED, THIS AGREEMENT SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US AND SHALL SUPERSEDE ANY EXISTING AGREEMENT YOU MAY HAVE WITH US EXCEPT WHERE OTHERWISE COMMUNICATED. PLEASE BE AWARE THAT BY CONTINUING TO USE OUR SERVICES AFTER 1AUGUST 2022, YOU ARE ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD NOT USE THE SERVICES.

In this Agreement, we, us, our, representative or ILEOJA MARKETPLACE (ileoja) will refer collectively to ILEOJA MARKETPLACE and it subsidiaries/affiliates existing from time to time and the terms you, your and Client will refer to you. If you are registering for an account in order to use the Services on behalf of an organization, then you are entering into this Agreement on behalf of that organization and represent and warrant that you have the authority to bind that organization to this Agreement (and, in which case, the terms you, your and Client will refer to that organization). ILEOJA MARKETPLACE Online Services Limited (Ileoja) and the Client are each referred to in this Agreement as a Party and collectively as the Parties.

1. Definitions

1.1 In this Agreement, unless otherwise specified, the following words shall have the meanings next to them:

• Affiliate means in relation to a Party, any other body corporate directly or indirectly, Controlling or Controlled by, or is under common Control with, such Party and Affiliates shall be construed accordingly;
• API Key means the unique and secret authentication code issued to you on the User Account which you shall use to access the API Platform;
• API Platform means ILEOJA MARKETPLACE (Ileoja)’s application programming interface platform accessible on the Site;
• Control means, in relation to a body corporate, the power or ability of a person to secure that the affairs of the body corporate are conducted directly or indirectly in accordance with the wishes of that person: (1) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or (2) by virtue of any powers conferred by the articles of association, or any other document, regulating that or any other body corporate, and Controlling and Controlled shall be construed accordingly;
• Disclosing Party means a party that discloses Confidential Information;
• Force Majeure Event means any happening or event which is beyond the reasonable control of a party’s performance of its obligations or makes such performance impossible or so impracticable as to be considered impossible in the circumstances including acts of God, riots, war, armed conflict, civil stife, acts of terrorism, acts of government
• delay by a third party to supply goods or services to a Party;
• Intellectual Property means any and all patents, trademarks, copyrights, inventions, Works, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information, know-how, trade secrets, discoveries, creations, inventions or improvements upon or additions to an invention, moral rights, any research effort relating to any of the above and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
• Network Provider mean a network provider in a country ILEOJA MARKETPLACE (ileoja.ng) operates in and Network Providers shall be construed accordingly;
• Personal Data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
• Person includes a natural person, body corporate, unincorporated venture, trust, joint venture, association, statutory corporation, state, state agency, governmental authority or firm;
• Receiving Party means a Party that receives Confidential Information;
• Regulator means the relevant regulatory authority in a country ILEOJA MARKETPLACE (ileoja.ng) operates in that governs telecommunications or payments;
• Representatives means a Party's directors, officers, employees or agents;
• Service Order Form means the service order form(s) executed by you and ILEOJA MARKETPLACE (ileoja.ng), which describes the specific Service you have requested and the applicable pricing of the Services, which shall form part of this Agreement;
• Site means ILEOJA MARKETPLACE (ileoja.ng)'s website being https://ileoja.ng; and mobile App
• Stash means your wallet in the User Account to which you load a value of money to utilize in respect of the Services.

2. Overview

2.1 Ileoja is a service company which provides a platform to connect sellers and buyers. This Agreement governs the Parties' respective obligations regarding all Services provided to or used by you. ILEOJA MARKETPLACE (ileoja.ng) may update this Agreement from time to time. If we do, the updated Agreement will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of this Agreement. Your continued access or use of the Services constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Services.

2.2 Please also review our Privacy Policy. The terms of the Privacy Policy and other supplemental terms, rules, policies or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason with or without prior notice.

2.2.1 a Service Order Form, where applicable;

2.2.2 social media platforms can be used for logging in i.e. Facebook, Google;

2.2.3 the Service Level Agreement; and

2.4 Ileoja grants you a limited, revocable, personal, non-exclusive, non- transferable, non-sub licensable license until this Agreement is terminated to use the Platform. This license shall extend to your Affiliates, provided that such Affiliates are acting via your User Account and provided further that you remain jointly and severally liable for all acts and omissions of your Affiliates.

3. Access and Security

3.1 To access and use the Services, you can create a User Account on the Platform. The User Account shall be solely accessible using a username and password set by you, and an OTP code generated for you on the User Account;

3.2 You shall access the User Account over a secure HTTPS connection. You shall be fully responsible for contents of your User Account, the API Key and your internal local area network and security setups, including configuration of firewalls and other protocols required to protect your network from hackers and malicious intrusion.

3.3 You hereby represent and warrant to us that you have reached the age of majority or are accessing the Service under the supervision of a parent or legal guardian. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Service. If you are a minor, you must have your parent or guardian read and agree to these Terms prior to you using the Service.

3.4 We reserve the right to suspend or terminate your Account, or your access to the Service, with or without notice to you, in the event that you breach these Terms.

3.5 You may be requested to complete a Service Order Form confirming your requested Service and you shall comply with ILEOJA MARKETPLACE (ileoja.ng)'s KYC documentation when required, including but not necessarily limited to submitting to ILEOJA MARKETPLACE (ileoja.ng):

3.5.1 a duly filled out KYC form;

3.5.2 Users shall be solely responsible to collect and remit any applicable taxes resulting from the sale of their goods or services posted on the Platform; and

3.5.3 Ileoja may from time to time require you to update the identification information/ documents it holds on your behalf as may be required by a Regulator and shall have the discretion to suspend the provision of the Services until such update is provided.

4. POSTING OF ADVERTISEMENT BY USERS

4.1 A user shall provide to the Regulator any documents confirming legitimacy of posting of advertisement and distinguishing documents upon the Regulator’s request.

4.2 A user, who posts adverts with regard to sale of goods or services on the Platform, shall provide accurate and complete information about such goods and services, as well as about the terms and conditions of sale and services provision.

4.3 The terms and conditions of sale and services provision developed by the user shall not interfere with these Terms and applicable laws.

4.4 Price of goods or services shall be exact. If it is perceived to be changed due to any specific circumstances, this shall be provided in the advertisement.

5. Fees and Payment

5.1 The Platform is generally free; however, it contains payable services. For example, we may set limits for publishing advert or offer advertising options for announcements on the Platform.

5.2 Note that you are responsible for the OTP code given to you by your bank at the point of registration as ileoja.ng will not be held responsible for any transaction error

5.2 The fees we charge for using payable services and payment methods accepted by us are disclosed on the Platform.

5.3 We reserve the right, in our sole discretion, to change the fees and acceptable payment methods from time to time and without prior notice for any reason.

5.4 All fees are non-refundable due to the nature of online services.

5.5 Your payments for the services are governed by the Billing Policy

6. USER REPRESENTATIONS AND WARRANTIES

By using the Service, you represent and warrant that:

1. You have a legal capacity and you agree to comply with the Terms;
2. You are above 18 years of age;
3. You will or have provided true, accurate, and complete information in your Account;
4. If you register yourself as a representative of a legal entity, you are authorized by the company to enter into agreement with us and with users of the Platform;
5. You will update your information on your Account to maintain its truthfulness, accuracy, and completeness;
6. You will notify the Regulator of any unauthorized access to your Account;
7. You will immediately change data for accessing to the Platform if you have a suspicion that your Account access details were disclosed or probably used by the third parties;
8. You will not provide any false or deceptive information about your identity or location in your Account;
9. You will not use the Service for any unlawful or prohibited purpose;
10. You will use the Service in strict abidance by applicable laws, regulations, rules, guidelines;
11. You will not post on the Platform announcements that offer for sale or exchange any Prohibited Items See FAQ for details.
12. You will not post on the Platform announcements that violate other person’s rights or interests, including any intellectual property rights or any other personal or proprietary rights of any third party.
13. You will not post on the Platform announcements that include:
• false, misleading, confusing or deceptive statements;
• personal or identifying information about minors or other persons without the proper consent;
• erotic, overtly sexual materials;
• libelous, prejudiced, mean-spirited, threatening or harassing, improper, unacceptable materials, vulgar or abusive language;
• images that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition;
• advocacy of hate, violence, discrimination, racism, xenophobia, ethnic conflicts;
• attracts violence and unlawful actions;
• offers of prostitution or other services contradicting moral or legal norms;
• services, provision of which is prohibited by the applicable law;
• information of solely promotional nature with no offers of specific goods or services;
• forged, counterfeit and imitated goods or unauthorized copies. Unauthorized copies include also goods having been acquired by illegal means, pirated or stolen; and
• direct or indirect references to any other web sites, references or information about websites competing with the Platform;
• You will not use software and pursue any other actions aimed to interference with normal operation of the Platform;
• You will not promote or distribute unsolicited, distasteful commercial emails, chain letters, Ponzi schemes through the Platform or by any other means towards other users of the Platform;
• You will not copy, modify, distribute any other User Content without consent of the respective user;
• You will not harvest or otherwise collect information about users, including phone numbers, email addresses, without their consent or otherwise violate the privacy of another person;
• You will not download, store, post, distribute and provide access to, or in any other way use worms, viruses, Trojans, and other malware;
• You have a legal title to the items offered for sale in your announcement; and
• You have a necessary license or are otherwise authorized, as required by applicable law, to offer for sale, to advertise and distribute goods described in your announcement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Information you submit to us as part of your registration, and any data, text, pictures and other materials that you may submit or post on the Platform (the “User Content”) remain your intellectual property, and the Regulator does not claim any ownership of the copyright or other proprietary intellectual property rights in such registration information and the User Content. Notwithstanding the foregoing, you agree that the Regulator may retain copies of all registration information and the User Content and use such information and the User Content as reasonably necessary for or incidental to its operation of the Service and as described in these Terms and the Privacy Policy.

7.2 You grant the Regulator the non-exclusive, worldwide, transferable, perpetual, irrevocable right to publish, distribute, publicly display and perform the User Content in connection with the Service.

7.3 You agree, and represent and warrant, that your use of the Service, or any portion thereof, will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties.

7.4 Materials on the Platform, except those posted by the user, including but not limited to texts, software, scripts, graphics, photos, sounds, music, videos, interactive functions, etc. ("Materials") and trademarks, service marks and logos included in it ("Marks") belong to or are licensed by the Regulator representing items of copyright and of any other intellectual property rights. Any use of such Materials and Marks without prior notice of the Regulator is not allowed. Notice for Claims of Intellectual Property Violations and Copyright Infringement

7.5 If you are a holder of intellectual property rights or a person authorized to act in the name of a holder of intellectual property rights and you reasonably believe that information which is posted to the Platform someway infringes your intellectual property rights or intellectual property rights of a person, in which name you act, you may provide notification to the Regulator requiring to delete such material. In this regard you shall warrant that your appeal has a legal basis, and you act in good faith according to law.

7.5.1 When providing relevant notification concerning infringement of rights you shall ensure that your request corresponds to the form below and includes the following:

• an appeal should include physical or electronic signature of a person empowered for acting in the name of a holder of right, which is believed to be infringed;
• the objects of intellectual property rights, rights on which were supposedly infringed, shall be specified. If several objects exist, the entire list of such items shall be provided;
• you shall specify materials (with an indication of specific URL-pages), which are stated to infringe rights or themselves are the objects of infringement;
• you shall provide contact information so that the Regulator would be able to contact you, for example, address, phone number, and email address;
• signed application with regard to your faithful and reasonable believe in that materials being the objects of complaint concerning infringement of intellectual property rights are used without a right holder’s or its representative’s consent, and also that this is not allowed by law;
• signed application with regard to that a holder of intellectual property rights releases the Regulator from any third parties' claims related to deletion of relevant materials by the Regulator;
• signed application with regard to that information contained in a notification is accurate under penalty of perjury, and you are authorized to act in the name of a holder of the exclusive right, which has been supposedly infringed;
• statutory regulations which you believe to be violated in connection to using of disputable content;
• state, in which territory you believe the rights to be infringed;
• copies of documents establishing rights for an object of intellectual property right, which is subject to security, as well as a document that confirms powers for acting in the holder’s name, in attachments to your appeal.
• The relevant notification shall be sent to email [email protected]

7.6 Each Party shall retain its Intellectual Property, used by or related to either Party. All legal and beneficial rights the Intellectual Property which ILEOJA MARKETPLACE Online services limited (ileoja.ng)provides to you for the purpose of using the Services will remain at all times the property of ILEOJA MARKETPLACE Online services limited (ileoja.ng)or its owner or licensor. The Client shall not modify, adapt, translate, reverse engineer or disassemble ILEOJA MARKETPLACE Online services limited (ileoja.ng)'s Platform, Services or any other Intellectual Property owned by ILEOJA MARKETPLACE Online services limited (ileoja.ng).

7.7 If you provide any feedback to Ileoja the Site or Services, you hereby assign to Ileoja all right, title, and interest in and to the feedback, and ILEOJA MARKETPLACE Online services limited (ileoja.ng) is free to use the feedback without payment or restriction.

8. Term and Termination

8.1 Term

Unless otherwise specified in a Service Order Form, this Agreement, as may be updated from time to time, will commence on the date it is accepted by you and shall continue unless terminated.

8.2 Termination for breach

Either Party shall be entitled to terminate this Agreement in the event that: (i) the other Party;

8.2.1 commits a breach of any of its material obligations herein and fails to remedy such breach within twenty four to forty – eight hours after delivery of written notice to their email thereof from the non-defaulting Party; (ii) if it repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or (iii) the other Party becomes insolvent.

8.3 Termination by ILEOJA MARKETPLACE Online services limited (ileoja.ng)

8.3.1 Ileoja shall be entitled to terminate the Agreement with immediate effect with or without prior notice to you

8.3.2 Where ILEOJA MARKETPLACE Online Services Limited (ileoja.ng) has been instructed to cease providing the Services by a Regulator or by any other competent authority.

8.4 Termination for convenience

Ileoja may terminate this Agreement without cause.

8.5 Consequences of termination of the Agreement

8.5.1 Ileoja.ng shall deactivate the Services immediately on receipt of a notice of termination from either Party where no period has been provided (the Effective Termination Date).

8.5.2 The termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of Ileoja.ng that have accrued up to the Effective Termination Date, including the right to claim damages in respect of any breach of the Agreement which existed at or before the Effective Termination Date.

9. Indemnification

9.1 Subject to the limitations in this agreement, You agree to indemnify and hold the Regulator, its successors, subsidiaries, affiliates, related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents, and representatives of each of them harmless from any claim or demand, including costs and attorneys’ fees, made by any third party due to or arising out of: (i) your use of the Platform; (ii) your User Content; (iii) your violation of any representation, warranty, covenant, or obligation stipulated in these Terms; (iv) your violation of any applicable law, industry standard, regulation, guideline, rule; (v) any transaction entered into by you via the Platform or your violation of terms of such transaction. The Regulator reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You further agree to indemnify ILEOJA MARKETPLACE Online Services Limited (ileoja.ng) against any claims of whatever nature by third parties arising from or due to your use of the Services.

9.2 Nothing in this Agreement excludes or is intended to exclude either party's liability for fraud caused by the actions or omissions of such Party or its Representatives.

10. Limitation of Liability

IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, OR THIRD-PARTY ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE, AND THIRD-PARTY ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

11. Notices

You hereby authorize ILEOJA MARKETPLACE Online Services Limited (ileoja.ng) to send notices to you relating to this Agreement (e.g., Service updates, notices of breach and/or suspension) via email to the email address you provide to us in the Service Order Form, and if no Service Order Form has been executed, to the email address linked to your User Account. It is your responsibility to keep your email address current, and you will be deemed to have received any email sent to the last known email address ILEOJA MARKETPLACE Online Services Limited (ileoja.ng) has on record for you. Notices that ILEOJA MARKETPLACE Online Services Limited (ileoja.ng) sends to you via email will be deemed effective upon ILEOJA MARKETPLACE Online Services Limited (ileoja.ng)'s sending of the email. Notices provided to ILEOJA MARKETPLACE Online Services Limited (ileoja.ng) under this Agreement shall be sent to the attention [email protected], with a copy sent to the following address with respect to any legal matters, at [email protected]

12. Waiver

No waiver of any of the terms and conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same, and any such waiver will be effective only in a specific instance and for the purpose given. No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege.

13. Entire Agreement

14.1 This Agreement including the additional terms, policies and agreements constitutes the entire agreement of the Parties and it supersedes any prior written or oral agreements between the Parties. In case of any ambiguity or conflict between this Agreement, and a Service Order Form, this Agreement shall take precedence except where the dispute is in relation to the applicable pricing.

14. Force Majeure Event

14.1 Provided it has complied with notice requirements under this clause, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (the Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.2 The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

14.3 The Affected Party shall:

14.3.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than ten (10) days from its start, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

14.3.1 use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than two (2) months, the Party not affected by the Force Majeure Event may terminate this Agreement by giving thirty (30) days written notice to the Affected Party.

15. MISCELLANEOUS PROVISIONS

15.1 Except as otherwise provided, if any provision of these Terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

15.2 We may transfer and assign any and all of our rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give us consent to any such transfer or assignment.

15.3 If we fail to take any action with respect to your breach of these Terms, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.

15.4 In no event shall the Regulator be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside the Regulator's reasonable control.

16 GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

16.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of the Federal Republic of Nigeria.

16.2 Amicable Settlement

16.2.1 The Parties shall use their best efforts to settle any dispute arising from or in connection with this Agreement through good faith negotiations between the senior officers of the Parties. The Party seeking resolution of a dispute will first give notice in writing to the other Party, setting forth the nature of the dispute and a concise statement of the issues to be resolved.

16.2.2 All information exchanged during this meeting or any subsequent dispute resolution process, shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their Representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.

16.3 Arbitration

16.3.1 If the dispute has not been settled amicably within thirty (30) days (or such longer period as may be agreed upon between the Parties) from when the dispute resolution process was instituted, a Party may elect to refer the dispute to arbitration for final resolution under the arbitration.

16.3.2 Where a Party elects to commence arbitration proceedings, such arbitration shall be determined by a single arbitrator to be appointed by agreement between the Parties or, in default of such agreement, within fourteen (14) days of the notification of a dispute, the arbitrator shall be appointed upon the application of either Party, by a Judge of the Supreme Court of Nigeria.

16.3.3 The arbitration shall be conducted in Ibadan. The language of the arbitration shall be English.

16.3.4 The award of the arbitrator shall be final and binding upon the Parties and any Party may apply to a court of competent jurisdiction for enforcement of such award.

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