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Terms of service

EULAV INTEGRATED SERVICES LIMITED (Eulav) is a company incorporated under the laws of the Federal Republic of Nigeria authorized to carry on the business of digital escrow services.

It is important that You read and understand these Terms of Use (“Terms”). The Terms are current as of the Effective Date, and subject to change at any time. In the event of a change, we will upload a new version to the Website/Application (“Website/Application”).

These Terms apply to the Seller, Buyer, and Broker (each a ”Party” or “Underlying Party,” and collectively ”Parties” or “Underlying Parties”) involved in any Escrow Transaction in connection with the Escrow Services. References to ”You” and ”Your” in the terms apply to you or the organization you represent in connection with an Underlying Transaction (as defined below) as the Seller and/or the Buyer as the context requires. In addition to these Terms, You are also subject to all other Eulav terms, policies, conditions, and agreements (collectively, the “Eulav Terms”).

The Underlying Parties engage Eulav to act as escrow agent pursuant to these Terms and further agree to the entirety of the Eulav policies.

1 Definitions and Interpretation

1.1 Any capitalized term not otherwise defined elsewhere in the Eulav Terms

of Service shall have the definition and interpretation set forth below:

“Account“ means a Eulav account of a Buyer or Seller which will be credited and/or debited.

“Affiliate“ means an entity that is, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Eulav.

“Applicable Law“ refers to all laws, regulations, payment network rules, and automated clearing house rules applicable to the services provided by Eulav, as well as all orders, judgments, or written directives of any court or governmental entity with authority over the Parties, services, or transactions.

“Arbitration Commencement Period“ means the twenty-one (21) calendar day period commencing at the conclusion of the Dispute Period.

“Business Day“ means Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m., other than public holidays in Lagos State, Nigeria.

“Buyer“ means a person or entity desiring to purchase personal property or purchase other services from a Seller by use of the Website/Application.

“Buyer Inspection Period“ means the Inspection Period applicable to Buyer after receiving the product or service from Seller.

“Close of Escrow“ or “End of transaction” means the consummation of the Escrow Transaction.

“Dispute Date”means the date of: (A) Seller’s rejection or return of the Merchandise as indicated on the Website/Application; (B) Eulav’s rejection of the

“Dispute Period“ means fourteen (14) calendar days beginning with the Dispute Date.

Merchandise on behalf of Seller if the Seller is unable to access the Website/Application; or (C) the notification by a Party to another Party of any dispute, claim, disagreement, or breach related to these Terms or an Escrow Transaction.

“Escrow Fees“ means the fees due to Eulav for the Services.

“Escrowed Funds“ means funds held in escrow with Eulav or its authorized 3rd party partner(s).

“Escrowed Property“ means Escrowed Funds or other items held in escrow by Eulav.

‘Escrow balance’ is the total transaction amount/funds in Escrow for ongoing/incomplete transactions.

“Escrow Services“ means the transaction management and escrow services provided by Eulav, including the holding of Escrowed Funds.

“Escrow Transaction“ means the portion of a transaction involving Escrow Services provided by Eulav, which may include the holding and release of Escrowed Funds or Escrowed Property in accordance with the Transaction Expectations and these Terms.

“General Transaction Expectations“ means the instructions and terms published on the Website/Application applicable to all Escrow Transactions.

“Inspection Period“ means the period by which Buyer must inspect the subject property, as applicable.

“Merchandise“ means any item of tangible (capable of being physically touched or precisely identified) goods or property transacted. This term also includes certain intangible goods or property such as domain names, addresses, pre-written computer software, source codes, intellectual property, and any other property as approved by Eulav in its sole discretion.

“Milestone Transaction“ means the transactions relating to services provided by a Seller.

“Parties“ means Eulav and the Underlying Parties.

“Personal Property“ means any movable thing or intangible item of value that is capable of being owned by a natural individual or a legal entity and not recognized as real property.

“Prohibited Transaction“means any transaction or attempted transaction described in these Terms.

“Seller“ means a person or entity offering services for sale as permitted by Eulav and desiring to use the Website/Application to close the sale.

“Seller Services“ means those services offered for sale by a Seller including physical labor or activity, artistic labor or activity, consultation or advice services, a system for providing services such as transportation, communications, utilities and doing work and providing something of value other than a physical tangible product.

“Website/Application“ means Eulav’s mobile application or web application at [www.eulav.io], as when applicable.

“Supplemental Transaction Expectations“ or “Supplemental Escrow Terms” means any instruction, condition, or term agreed to by the Underlying Parties after Buyer and Seller all complete the initial Transaction Expectations to govern an Underlying Transaction. This term includes new supplemental instructions or conditions, modifications or amendments to the initial Transaction Expectations, and changes to the Transaction Detail Screens. Supplemental Transaction Expectations or Terms must be agreed to in writing and signed by all parties (Buyer, Seller and Eulav).

“Transaction Detail Screens“ means the screens on the Website/Application containing the details of the Underlying Transaction provided by the Underlying Parties.

“Transaction Expectations“ means the terms, conditions, and other provisions relating to a specific Underlying Transaction or Escrow Transaction, as agreed to by the Underlying Parties on the Transaction Detail Screens.

“Transaction Expectations“means the entire set of instructions, terms, conditions, and details governing an Escrow Transaction agreed to by the Underlying Parties when arranging an Underlying Transaction; and any Supplemental Transaction Expectations subsequently agreed to by the Parties.

“Underlying Parties“ means Buyer and Seller.

“Underlying Transaction“ means the underlying transaction between or among Buyer and Seller for the sale of Merchandise or Seller Services, for which the Underlying Parties engage Eulav for the provision of Escrow Services.

“User” means one of the Underlying Parties using the Website/Application in connection with an actual or proposed Underlying Transaction.

“Escrow Balance” refers to the total sum a user has held in escrow, designated for ongoing transaction(s) or project(s). These funds are reserved within the escrow to guarantee the secure and successful completion of dealings between involved parties. Once a transaction or project concludes successfully, the funds from the Escrow Balance are paid out to the user’s registered bank account.

1.2 The following rules of interpretation apply:

1.2.1 References to “discretion” means Eulav’s sole and absolute discretion.

1.2.2 References to “consent” mean a Party’s prior written consent, which in the case of Eulav may be given or withheld in its discretion.

1.2.3 References to “including” mean “including but not limited to”.

1.2.4 References to the singular include the plural and vice versa as the context may require.

1.2.5 References to the time of day means West African Time.

1.2.7 References to “days” means Business Day unless otherwise indicated.

1.2.6 References to currency is to Nigerian Naira or any other currency expressly accepted by all relevant Parties from time to time.

1.2.8 Reference to “good faith” means honesty in fact in the conduct concerned, measured subjectively.

1.2.9 All communications relating to an Underlying Transaction or Escrow Transaction shall be in English.

2 Description of the Escrow Service

The Escrow Services are online-based transaction management services rendered by Eulav as an escrow/third-party agent on behalf of a Buyer and Seller in connection with a transaction for products or services. The Underlying Parties may enter an Underlying Transaction for the sale and purchase of many different types of personal properties, goods, or items (“Merchandise”), excluding those prohibited in these Terms or by Eulav. The Underlying Parties may also enter an Underlying Transaction for the provision of services (“Seller Services”), excluding those prohibited in these Terms or by Eulav.

Escrow Services are intended to facilitate the completion of the Underlying Transaction in accordance with the Eulav Terms of Use. Although one or more of the Underlying Parties and the Escrowed Property or Merchandise may be a citizen of and/or physically located in a location, venue or jurisdiction other than Lagos State, Nigeria, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are being coordinated and taking place in Lagos State, Nigeria.

The Underlying Parties shall each log onto the Website/Application to confirm the status of the Escrow Transaction. The status of any Escrow Transaction can only be confirmed by the Underlying Parties by logging into the Website/Application. The accuracy of automated messages sent by Eulav must be confirmed by the Underlying Party by logging into the Website/Application to check the status of the Escrow Transaction. Except as otherwise required by Applicable Law, the Underlying Parties may not rely on verbal or written advice from Eulav staff concerning the status of any Escrow Transaction.

3 Limits on the Escrow Services

The Escrow Services are only available for lawful Merchandise, Seller Services, and Underlying Transactions. Eulav, in its sole discretion, may decline or prohibit an Underlying Transaction. Additionally, limitations on the Escrow Services may apply and can be found on the Website/Application or elsewhere in the Eulav Terms. Only registered Users may use the Escrow Services. To register, You must supply all information required on the Website/Application. Applicable Laws may further limit the Escrow.

4 Prohibited Transactions

Users shall not use or attempt to use the Website/Application or the Escrow Services in connection with any Underlying Transaction that:

4.1 is illegal or involves any illegal items, or is for any illegal purpose;

4.2 involves any obscene material;

4.3 involves any munitions or firearms;

4.5 involves illegal drugs, controlled substances, alcohol or tobacco products;

4.7 is primarily for the purpose of exchanging currencies, including digital currencies;

4.4 involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works;

4.6 involves the sale or transfer of liquor licenses, fund or joint control escrows, the refinancing of either reservation deposits of any kind, or promissory notes, mortgages or deeds of trust;

4.8 involves transactions directly or indirectly involving persons (individuals or entities) with whom Nigeria or other persons are prohibited from engaging pursuant to sanctions and export controls rules, laws and regulations;

4.9 involves transactions directly or indirectly involving persons (individuals or entities) with whom U.S. or other persons are prohibited from engaging pursuant to Applicable Laws.

In addition, Eulav, in its sole discretion, may refuse to complete any Underlying Transaction that it has reason to believe may be unauthorized or made by someone other than You, or may violate any Applicable Law or the Terms. Each User agrees to indemnify and hold harmless Eulav and its employees, officers, directors and agents for losses, including attorney fees and costs, resulting from any use or attempted use of the Escrow Services in violation of the Eulav Terms, including but not limited to any use or attempted use of the Escrow Services for a Prohibited Transaction.

5 Rejection of Payment

Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by Your agreement with Your financial institution and/or by applicable law, Eulav is not liable to any User if it does not complete an Escrow Transaction or any act relating thereto, as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. Eulav may post operating rules or terms and conditions related to payment on the Website/Application and change such rules from time to time.

6 Registration and Subscription

To initiate and commence an Escrow Transaction or use the Escrow Services, a User must register for an Account on our Website/Application. You must complete the Escrow Services application form and submit it by following the instructions on the Website/Application. You can find out more information about Escrow Services by visiting the Website/Application at [www.eulav.io]. All Eulav Users must register to access the Escrow Services which may include the payment of a subscription fee in the amount as determined by Eulav, subject to change. By completing the registration process, the Parties confirm that no activity related to them and/or their Eulav Escrow Accounts will be, associated with anything fraudulent, unlawful or illegal. The subscription fee will be subject to a detailed verification assessment, including Know- Your-Customer (KYC) by Eulav’s internal team or its authorized 3rd party partners. The subscription fee is non-refundable and non-transferable, irrespective of whether Eulav accepts / rejects the application to register a user.

By completing the user registration details, the Parties authorise Eulav to perform third- party verification of the Parties’ personal details, including their bank account information, to ensure that the information is valid, correct and corresponds with the information provided by the Parties at registration. Eulav reserves the right to reject and/or terminate a user’s registration and/or withhold payment/withdrawal until such details have been verified to the satisfaction of Eulav.

While all reasonable precautions have been taken by Eulav to ensure the safeguarding of personal information it holds from loss and misuse, and from unauthorised access, modification, disclosure and interference; Eulav is not responsible for any third party’s actions or their security controls with respect to information that third-parties may collect or process via their Website/Applications, services or otherwise.

7 Conditions of Use

If You arrive at the Website/Application through entities linked and/or integrated with Eulav or otherwise by or through a third party (e.g. an Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), then You authorize such third party to transfer relevant data to Eulav to facilitate the Escrow Transaction. You represent and warrant that all information You provide to Eulav or to such third party will be true, accurate and complete. You further understand and agree that You are obligated to provide timely updates to Eulav if there are any material changes to such information prior to the completion of an Escrow Transaction. The party entering into these Terms on behalf of any User represents and warrants that he/she is authorized to do so and to bind the User and is a natural person of at least eighteen (18) years of age and, if the User is represented to be a business entity, trust or other legal entity or organization, the User represents and warrants that such User is legally existing and in good standing, and is recognized as such by the governing authority at the address registered by the User on our Website/Application. Any use of the Platform contrary to the provisions of these Terms can only proceed with the written consent of Eulav.

Any additional information and/or documents, required by Eulav, shall be provided by the Parties at Eulav’s request, such information including but not limited to:

7.1 details of the transaction;

7.2 description of the goods and/or services;

7.3 terms and conditions of service including inspection/approval arrangements;

7.5 copies of contracts, photographs or other relevant documents;

7.4 KYC information and/or verification documents to enable Eulav to comply with the requisite and related regulations;

7.6 payment trigger events, obliging Eulav to perform its duties, which may include the following:

7.6.1 a dispute has been initiated by either party and the Parties are unable to resolve the disagreement/dispute amongst themselves;

7.6.2 when Eulav has received the funds from the Buying Party;

7.6.3 the Party accepts the goods and/or services after the Seller has confirmed delivery of goods and /or services. Eulav will then release funds to the Seller; or

7.6.4 when the estimated completion date has been reached and there has been no action by the Buyer/Seller, despite an attempt by Eulav to reach the Buyer/Seller.

8 Membership Agreement

By joining Eulav and agreeing to our Terms of Use, you expressly understand, agree and consent to automatically become a member of the Eulav Cooperative Multipurpose Society Limited. This membership aligns with our commitment to fostering a collaborative and supportive ecosystem for our users, enhancing the overall value and security of transactions within the Eulav platform.

9 Obligations of Sellers

Obligations of Sellers On the Eulav platform, each Seller involved in transactions must specify bank account(s) where payments for transactions will be received. Sellers grant Eulav and its authorized agents the authority to credit their designated bank account(s) with the transaction proceeds upon successful completion. Sellers are responsible for the delivery of items or provision of services as detailed in the transaction agreements directly to the Buyer, using the address specified by the Buyer as recorded on the Eulav platform or communicated through direct arrangements. In cases involving physical goods, Sellers are required to employ delivery services that offer delivery confirmation. The Seller must then provide Eulav with the tracking or reference number for the delivery. Should there be a return of merchandise by the Buyer or cancellation of services due to dissatisfaction, the Seller is obligated to inform Eulav of such developments promptly. Following this, Eulav will refund the funds held in escrow (excluding any Eulav fees) directly to the Buyer’s bank account.

For the avoidance of doubt, the delivery of the items set forth in Agreement Details Screens is the sole responsibility of the Seller in accordance with the agreed method with the Buyer. However, Eulav and its third-party partners will assume responsibility for handling deliveries of physical products only when this service is specifically selected by the Seller on the platform. In all other instances, the delivery process remains the responsibility of the users (Sellers and Buyers). Eulav does not involve itself in or assume responsibility for the delivery process unless explicitly selected as a service option on the platform.

10 Obligations of Buyers

On the Eulav account, Buyer must designate a payment mechanism and Bank Account(s) from which the purchase price and related fees (unless such fees are to be paid by Seller) will be obtained for the deposit into escrow. Depending on the amount of the Underlying Transaction and the currency selected for the Underlying Transaction, Buyer may remit the necessary funds via various methods, which may include digital mobile money wallet, credit card, debit card, money order, or wire transfer. In the case of wire transfers, Buyer will initiate the wire to an account designated by Eulav on or before the date set forth in the Agreement Details Screen(s). Regardless of the payment method, Buyer authorizes Eulav and its authorized representatives and service providers to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for an Underlying Transaction and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer’s obligations under the Eulav Terms. Eulav will deposit funds received from Buyer into an escrow trust account maintained by Eulav (the “Escrow Account”). Unless otherwise requested as specified in the following sentence, escrowed deposits do not earn interest for Buyer or Seller. Buyer shall notify Eulav of the Buyer’s acceptance or rejection of the items before the Buyer’s Inspection Period expires. Upon receipt of notice from Buyer that the items have been received and accepted, Eulav shall transfer the payment amount (less any amount payable to Eulav for Eulav fees) to Seller’s registered bank account. If Buyer has not notified Eulav of the non-receipt or rejection of the items during the Buyer’s Inspection Period, then Buyer authorizes Eulav to remit the Escrowed Funds (excluding Eulav fees) to the Seller. Buyer shall follow the procedures set forth on the Website/Application in the event the items are rejected.

Moreover, Eulav and its third-party partners assume responsibility for handling the deliveries of physical products only when this service is explicitly selected by the user on the platform. Otherwise, the responsibility for the delivery of items lies with the users involved in the transaction.

11 Transaction Operations

At Eulav, transactions are facilitated directly, leveraging the efficiency and security of escrow services without the necessity for a traditional wallet system. To initiate a transaction, buyers or sellers can choose from several payment methods available on the Eulav platform, such as credit cards, debit cards, or bank deposits/transfers.

When a transaction is funded, the chosen payment method’s funds are immediately secured in an escrow arrangement. For added security and integrity, these funds are held by a trusted third-party bank, ensuring that the transaction proceeds are safely stored until all conditions for the transaction’s completion are met.

The escrowed funds remain in this secure holding until both transaction parties confirm their satisfaction with the transaction via the Eulav website or mobile application. Following this confirmation, the funds are then directly transferred to the seller’s registered bank account. This streamlined process facilitates a direct and secure transfer of funds from the buyer to the seller upon the successful conclusion of a transaction.

Eulav supports transactions in multiple currencies, offering flexibility for users engaging in international transactions. This feature allows users to conduct and complete transactions in various currencies directly through the website/application, simplifying global operations.

By employing direct transactions and escrow services, with the added security of funds held by a third-party bank, Eulav ensures a seamless, secure, and efficient payment process for all users.

12 Transaction Expectations

Once the Buyer and Seller have agreed to identical Agreement Details Screens for a specific underlying Transaction, both Buyer and Seller have agreed to the Transaction Expectations and these Terms by selecting the “Agree” or button at the bottom of the Transaction Detail Screens, these instructions shall constitute a binding agreement between all parties. No blank spaces shall exist on the Transaction Detail Screens as of the time the Buyer and Seller select the “Agree” button. After Buyer and Seller both select the “Agree” button, the terms, conditions, and other details of the Agreement Details Screens constitute the Transaction Expectations to govern the Underlying Transaction between the Buyer and Seller. Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Detail Screens, all parties (Buyer, Seller and Eulav) must execute any supplemental instruction, addition, deletion or alteration thereto (collectively the “Supplemental Transaction Expectations”). Eulav reserves the right to reject any Supplemental Transaction Expectations and to terminate the Escrow Transaction as provided herein. The Underlying Parties acknowledge that by entering the Transaction Expectations, they are able to electronically receive the Transaction Expectations, download the Transaction Expectations and print the Transaction Expectations. The Parties agree that all instructions must be written/stated in the Website or Mobile application, and that the Underlying Parties and Eulav are not obligated to follow or rely on any verbal or oral statements or instructions.

13 Obligations of Eulav

Eulav is obligated to perform only those duties expressly described in the Terms and shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct (subject to the limitations below). Eulav may rely upon any notice, demand, request, letter, certificate, agreement, or any other document that purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation. Eulav is not expected to verify or guarantee representations by Buyer or Seller and will not and does not verify authenticity, ownership, right of possession, title or other legal right to the Merchandise. In the event that Eulav is uncertain as to Eulav duties or rights under the Terms, receives any instruction, demand or notice from any User or financial institution which, in Eulav opinion, is in conflict with any of the provisions of the Terms, or any dispute arises with respect to the Eulav Terms or the Escrowed Funds, Eulav may (i) consult with its legal advisors (and any actions taken or not taken based upon advice of counsel shall be deemed consented to by You, or (ii) refrain from taking any action other than to retain the funds in escrow for delivery in accordance with the written agreement of the Users, the final decision or award of an arbitrator pursuant to an arbitration commenced and conducted in accordance with these Terms or a final, non-appealable judgment of a court of competent jurisdiction, (iii) discharge our duties under these Terms by depositing all funds by interpleader action with a court of competent jurisdiction in accordance with the procedures outlined elsewhere in the Eulav Terms, or (iv) escheat the funds in accordance with Applicable Law or take other actions in accordance with Applicable Law.

14 Payment

At Eulav, the flow of escrow funds directly to the registered bank accounts of Buyers and Sellers is automated, ensuring a seamless transaction process. Following the successful conclusion of a transaction — marked by the Buyer’s acceptance, Seller’s acceptance, or the resolution of a dispute — the escrow funds are processed and transferred automatically to the respective parties’ registered bank accounts. The transfer occurs within a few minutes or can take 5-7 business days, depending on the processing times of the involved banks.

Both Buyers and Sellers agree to hold Eulav harmless from any losses that may arise due to foreign currency conversion. Additionally, Eulav reserves the right to withhold the disbursement of escrow funds until comprehensive and conclusive Know Your Customer (KYC) verification has been performed or as may be required by regulatory authorities.

Once the escrow funds have been disbursed, the transaction is considered closed and final, with no further obligations from the Buyer, Seller, or Eulav.

15 Unclaimed Funds

Parties who have registered with Eulav that have an amount of money left in their Escrow Account with Eulav for up to 12 months shall be compelled to withdraw the funds before the end of 12 months. To the extent permitted by the law, the Party which has unclaimed funds account which (after 12 months will be transferred to the suspense account), will be charged a suspense account administration / holding fee which will be deducted directly from the funds.

16 Dispute Process

The Buyer: The Buyer may raise a dispute by clicking the “Dispute” button on the Website/Application and follow all other instructions to reject the Merchandise or Service received. Upon such dispute, Eulav will inform the Seller of the Buyer’s decision to reject and either return the Merchandise/Service as the case may be. In the event that the Buyer disputes the transaction or rejects the Merchandise in violation of other terms of acceptance and rejection, the Seller shall not be prohibited from pursuing any available right or remedy available under the applicable law against Buyer for breach of the transaction. The Buyer is aware that regardless of the reason for rejection, the Merchandise must be returned to the Seller in order for the funds to be returned to the Buyer. The failure of the Buyer to return the Escrowed Property within the specified time period will cause Eulav to automatically pay the Seller the purchase price.

The Seller: The Seller may raise a dispute on the return of the Merchandise only if it is returned in a condition other than the condition it was in when first sent from the Seller to the Buyer.

17 Cancelling a Transaction

Once the escrow funds have been deposited, in the event that the Seller fails to ship/transfer the goods within the required period upon which the Buyer and Seller have mutually agreed on the Website/Application, the Buyer may request a refund to be placed in their registered bank account. When a transaction is cancelled as agreed upon by both Parties, the funds will be returned to the Buyer’s Eulav’s registered bank account.

BY EULAV: If an Underlying Transaction cannot be completed for any reason resulting in a cancellation by Eulav for any reason, Eulav will notify each Party in such Underlying Transaction by e-mail or any other chose means of communication. In Eulav’s sole discretion, Eulav may cancel any Underlying Transaction if each Party to an Underlying Transaction fails to agree on the terms as required in the Transaction Details Screens as requested on the Website/Application. You may cancel an Underlying Transaction as provided in the Eulav Terms.

18 Fees and Taxes

While creating Agreement details prior to the initiation of the transaction, either the Buyer or the Seller or both parties can choose and agree to make payment for Eulav Fees. The Buyer/Seller agrees to pay the fees for the Services/Products that are disclosed/displayed on the Website/Application at the time the Transaction Agreement is being created and agreed to by all such Users, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, etc.). Once paid, Eulav fees are non-refundable. Eulav’s fees may change from time to time in its absolute and sole discretion. Eulav is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.

Fees may also be subject to applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”) and, unless expressly noted, our fees are exclusive of applicable taxes. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.

19 Indemnity

Each Party agrees to indemnify, defend, and hold harmless Eulav (and its subsidiaries, affiliates, agents, directors and employees) from any liability arising out of the following when using the platform:

19.1 any and all claims, actions, liabilities, damages, costs and expenses asserted against, imposed upon or incurred by the Buyer and Seller as a result of or arising out of any harm alleged or proven by any Buyer and Seller to the extent such harm was attributed to the gross negligence, negligence or intentional conduct of the Buyer and Seller;

19.2 a failure by the Buyer and/or Seller to provide adequate instructions or warnings with the supply of goods and/or services regarding any hazard arising from or associated with the use of goods and/or services in accordance with the specifications of the Buyer or Seller.

20 Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, EULAV ON BEHALF OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF ANY KIND AND SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE WEBSITE/APPLICATION OR THE SERVICES OR YOUR INABILITY TO USE THE WEBSITE/APPLICATION OR THE SERVICES AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF ALL THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OR IN CONNECTION WITH THE USE OF THE WEBSITE/APPLICATION(S) OR ANY WEBSITE/APPLICATION WITH WHICH THEY ARE LINKED AND YOU SO AGREE TO SUCH EXCLUSION. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR ANY OTHER LEGAL, CONTRACTUAL, STATUTORY, REGULATORY OR EQUITABLE BASIS TO THE GREATEST EXTENT AUTHORIZED BY LAW. FOR THE AVOIDANCE OF DOUBT, EULAV WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COSTS, OR EXPENSES INCURRED, OR SUFFERED BY A PARTY AS A RESULT OF THE SELLER, BUYER, BROKER OR AN AUTHORISED USER’S ACCESS OR USE OF OUR SERVICES OR INABILITY TO ACCESS OR USE OUR SERVICE, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILFUL MISCONDUCT. EULAV IS NOT LIABLE IN ANY WAY FOR ACTING IN ACCORDANCE WITH OR RELYING ON ANY INSTRUCTION, NOTICE OR DEMAND OR DOCUMENT FROM A PARTY OR PARTY’S AGENT ON THE PARTY’S BEHALF. EULAV IS NOT LIABLE FOR ANY MATTER RELATING TO A DISPUTE BETWEEN THE SELLER AND BUYER IN RESPECT TO AN AGREEMENT BETWEEN THE SELLER AND THE BUYER. EACH OF BUYER AND SELLER CONSENT TO THESE LIMITATIONS OF LIABILITY.

21 Disclaimer

EULAV MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS/SERVICES OBTAINED BY YOU THROUGH THE USE OF THE WEBSITE/APPLICATION OR THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE WEBSITE/APPLICATION WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. EULAV MAKES NO WARRANTY THAT ITS SECURITY CANNOT BE BREACHED.

EULAV EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. EULAV SHALL NOT BE LIABLE OR RESPONSIBLE FOR THOSE GUARANTEES, WARRANTIES, AND REPRESENTATIONS, IF ANY, OFFERED BY ANY SELLER OF ITEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EULAV OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

22 Security

Eulav uses Hypertext Transfer Protocol Secure, a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet designed to protect the data You provide Eulav. Eulav has also implemented a security system requiring a user ID and a password to access Your transactions on the Website/Application. You agree not to give Your password to any other person or entity and to protect it from being used or discovered by anyone else.

23 Termination of Services

Eulav may suspend or terminate Your use of the Website/Application or Escrow Services at any time, without notice, for any reason, in Eulav’s sole discretion. Eulav will attempt to provide You with prior notice of the suspension or termination of your Account or the Escrow Services by sending You an e-mail, but is not obligated to do so, and may not do so where there is a risk to the security, privacy or integrity of the Escrow Services. You shall remain liable for all Escrow Transactions You initiate through the Website/Application or Escrow Services prior to such termination, and the performance of Your obligations, including but not limited to, the delivery of the Merchandise or Seller Services and the payment of all amounts You owe prior to termination or discontinuation of Your use of the Escrow Services. You agree to pay all costs and expenses (including all reasonable attorneys’ fees) that Eulav may incur in order to (a) collect any amounts You owe under the Eulav Terms or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in these Terms.

24 Non-Transferability of the Services

You may not assign the Eulav Terms (including, specifically, the Transaction Expectations and Supplemental Transaction Expectations) to any other person or entity except to the extent required by Applicable Law. Your right to use the Escrow Services shall not be sold or transferred to any other person or entity without the prior written consent of Eulav. Any purported assignment or transfer by You without our prior written consent in violation of this provision shall be null and void.

25 Modifications

Eulav reserves the right to change any portion of these Terms, at any time, without prior notice, provided that no such change will apply to an Underlying Transaction once the Underlying Parties to such Underlying Transaction have agreed to the Transaction Expectations. You understand that the most recent version of these Terms will be located on the Website/Application.

26 Notices

Notices from Eulav to You will be given by e-mail, or by general posting on the Website/Application. You may contact Eulav by filling out the customer support form or such other email address Eulav posts as its address for notice on the Website/Application in the most recent version of the Terms.

27 Miscellaneous

In the event of any dispute, claim, breach, or disagreement arising from or relating to the Eulav Terms or to an Underlying Transaction, You agree to resolve such dispute in the manner set forth in these Terms. The Eulav Terms of Service shall be governed by the laws of the Federal Republic of Nigeria. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of these Terms. The Eulav Terms constitute the entire agreement between Eulav and You relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter.

28 Assignment

Eulav may assign these Terms to any current or future affiliated company and to any successor in interest. Eulav also may delegate certain Eulav rights and responsibilities under these Terms to third-parties.

29 Buyer’s Acceptance: Disbursement of Funds

29.1 During the Buyer Inspection Period, Buyer must either click the “Accept” or “Reject” button and follow all further instructions on the Website/Application to accept or reject the Merchandise/Service by following the instructions on the Website/Application. For the avoidance of any doubt, the Buyer also has the option to reject the Merchandise/Service. For clarity, acceptance or rejection are executed by way of clicking on the relevant buttons on the Website/Application, clearly identifiable, confirming Buyer’s acceptance or rejection of the Merchandise. In the event that the Buyer fails to either click the accept or reject button on the Eulav platform, then Buyer shall be deemed to be satisfied with the Merchandise and deemed to have accepted it.

29.2 Eulav will disburse the Escrowed Funds as follows:

29.2.1 if Transaction Agreement reflect that Buyer has agreed to pay for shipping and/or any portion of the Escrow Fees, then those costs shall be collected as Buyer’s funds and remitted with the purchase price. At Close of Escrow, Eulav will pay Seller (via registered bank account), from the Escrowed Funds, the purchase price and shipping fee itemized in the Escrow Transaction, less any payment for shipping fees (unless Seller has agreed to pay for shipping) and will disburse the Escrow Fees to Eulav. The fund would be transferred to the Seller’s registered bank account.

29.2.2 If the Transaction Agreement reflect that Seller has agreed to pay for shipping and/or any portion of the Escrow Fees, then at Close of Escrow, Eulav will pay to Seller from the Escrowed Funds the purchase amount, less any fees due to Eulav, and less any other fees the Seller is obligated to pay (such as broker’s fees). Shipping fees will be deemed paid outside of the Escrow Transaction. The fund would be transferred to the Seller’s registered bank account.

30 Buyer Rejection Process

30.1 Buyer is responsible for all Escrow Fees if the Escrow Transaction is cancelled, or the Merchandise returned. During the Buyer Inspection Period, Buyer may reject by clicking the “Reject” button and follow all other instructions on the

Website/Application for rejecting the Merchandise. Upon such rejection, Eulav will inform the Seller concerning Buyer’s rejection and return of the rejected Merchandise/Service. Buyer shall be responsible for shipping the rejected Merchandise at Buyer’s expense (unless otherwise agreed by the Parties). For the avoidance of doubt, it is the Seller’s responsibility to notify Eulav of any change of address as soon as possible. If Seller does not advise Eulav of its change of address in writing at least 48 hours prior to a rejection of Merchandise under this section, Seller agrees that its last known address as contained in the records of Eulav will be Seller’s current address for the purposes of this Section. Seller must reasonably cooperate to allow the opportunity for Buyer to return the rejected Merchandise if Buyer timely rejects the Merchandise. Seller agrees it will not take steps to avoid the return of rejected Merchandise. Buyer will be responsible for all shipping damage if insurance is not available for any reason to cover such damage. Buyer is aware that the Merchandise must be rejected in the manner described in these Terms to obtain a refund.

30.2 If Buyer rejects Merchandise in violation of these Terms or any other terms of acceptance and rejection applicable to the Underlying Transaction, Seller shall not be prohibited by these Terms from pursuing any available right or remedy against Buyer available under Applicable Law.

30.3 Buyer acknowledges and agrees that regardless of the reason for rejection, Buyer must return the rejected Merchandise to Seller for Escrowed Funds to be returned to Buyer. If Buyer fails to return the rejected Merchandise in accordance with these Terms within the specified time-period, Eulav is hereby authorized to pay Seller the Escrowed Funds, minus the Escrow Fees.

31 Dispute Resolution

31.1 If a dispute, claim, question, disagreement, or breach (collectively, “Disputes”)

occurs between the Underlying Parties concerning the Escrow Transaction, or any aspect of the Escrow Services, the Underlying Parties shall use their best efforts during the Dispute Period to resolve the Dispute amongst themselves. If they are unable to do so, they shall initiate a Dispute on the Website/Application to alert Eulav, after which a neutral in-house mediator appointed by Eulav will be assigned to resolve the dispute between the Buyer and the Seller. The Underlying Parties and Eulav will use their best efforts during the Dispute Period to resolve the Dispute as the case may be.

28.3 YOU AGREE AND ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR

RIGHT TO GO TO COURT to assert or defend your rights with respect to Eulav to the maximum extent permitted by Applicable Law. You agree to resolve any Dispute between you and other party and/or Eulav EXCLUSIVELY THROUGH THE IN-HOUSE MEDIATORS AT EULAV. You understand and agree that any final decision of the mediators with respect to the dispute between you and the other party is as enforceable as any court order.

29 Changes to Contact Information

You agree to notify us immediately of any changes to Your contact information, including Your email address, residential, business and/or mailing address, and telephone number(s), so that all Your records at Eulav can be updated accordingly. You authorize us to send information and inquiries to the email address we have on

30 No Representations or Warranties

Eulav makes no representation or warranty concerning, and assumes no responsibility for, the legality of the Underlying Transaction or the Escrow Transaction, the condition of the Merchandise purchased and sold, sufficiency of instruments conveying ownership, or agreements therefor. Payment of sales tax, utilities, performances of the Underlying Parties, transfer of insurance policies or warranties, legality of the Underlying Transaction and Escrow Transaction or legal effect thereof or any other matters not expressly covered in the Eulav Terms of Service are deemed outside of the Escrow Transaction, and neither Eulav nor any of its Affiliates shall have any responsibility therefore.

31 Governing Law and Jurisdiction

These Terms and all other provisions of the Eulav Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

32 Severability

If any provision of the Transaction Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

33 Force Majeure

If a Party’s performance of its obligations under the Eulav Terms of Service is impeded by any condition beyond that Party’s reasonable control, including an act of God such as earthquake, hurricane, tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, labor dispute or strike, government sanction, blockage, embargo, or failure of electrical service or electronic or communication systems, or the similar conditions or epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control (“Force Majeure Condition”), the affected Party will be excused from performance and shall resume performance promptly on cessation of the Force Majeure Condition, providing notice of the circumstances and updates to all other Parties.

34 Non-Waiver

Eulav’s failure to exercise or enforce any right or provision of the Transaction Agreement shall not waive such right or provision unless agreed to by Eulav in writing.

35 Continuing Agreement

If You are a registered User of the Website/Application, each time You request the Escrow Services will constitute Your agreement to these Terms, as amended from time to time in Eulav’s sole discretion, and evidence that You have read, understood and accepted the then applicable terms of using the Eulav platform.

36 Incorporation by Reference

The Eulav Website/Application Terms of Use, the Transaction Detail Screens, Privacy Policy, and End User License Agreement are incorporated herein by this reference and the Parties rights and obligations are subject to those provisions.

37 Electronic Signatures

For purposes of the Eulav Terms, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record that is executed and adopted with the intent to sign such record. Specifically, You agree that an electronic signature includes, without limitation, typing your name, or clicking a checkbox or button labeled “I agree” (or similar words).

Notwithstanding Your consent to receive all Communications electronically, Eulav reserves the right to require You to provide Communications to Eulav on paper or in another format according to Eulav’s sole discretion.

Eulav reserves the right at its sole discretion to discontinue the provision of electronic Communications. Eulav will provide You with notice of any such discontinuation as required by Applicable Law. Additionally, Eulav reserves the right, but assumes no obligation, to provide paper instead of electronic copies of Communications that You have authorized Eulav to provide electronically.

All Communications that Eulav provides electronically may be provided by email, on the Website/Application, through a mobile app, or by mobile phone text message if You have opted to receive such text messages.

In order to view and retain electronic Communications, You must have: (i) a computer, tablet, or mobile phone with access to the Internet and capable of running the latest supported version of Internet Explorer, Firefox, Safari, or Chrome; (ii) sufficient electronic storage capacity on Your computer or device or cloud storage account to receive Communications; (iii) an active email account; and (iv) access to a printer. By consenting to receiving Communications electronically, You also are confirming that You have the foregoing hardware and software and that you are able to receive and review electronic Communications.

You understand and agree that for purposes of the Eulav Terms as well as any other legal purpose, electronic Communications from Eulav to You will be considered to have been delivered “in writing.” You should download and/or print a copy of any Communications for Your records.

You may withdraw Your consent to receive Communications electronically at any time. Your withdrawal of consent will become effective after Eulav has received written notice of Your withdrawal of consent and has had a reasonable opportunity to act upon it. To withdraw Your consent to receive Communications electronically You must contact us by email. If You withdraw consent, all prior Communications delivered electronically before You withdrew Your consent will remain valid, enforceable, and legally binding.

However, You hereby acknowledge and agree that if You withdraw Your consent to receive Communications electronically, Your ability to access and use the Escrow Services will be terminated.

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