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Term Conditions Page

USER- TERMS AND CONDITONS

Azany Limited. (hereinafter referred to as "the Platform Provider") is a company incorporated in the Federal Republic of Nigeria, and operates the website www.shopazany.com (hereinafter referred to as "this Website" or "the Website"), which is a platform dedicated to Ecommerce Transactions and the provision of related services (hereinafter referred to as "the Services"). For the convenience of wording in this User Agreement (hereinafter referred to as "Agreement"), the Company and the Website are referred to as "we" or other applicable forms of first-person pronouns in this Agreement. All-natural persons or other subjects who log onto this Website shall be users of this Website. For the convenience of wording in this Agreement, the users are referred to as "you" or any other applicable forms of the second-person pronouns. For the convenience of wording in this Agreement, you and us are collectively referred to as "both parties", and individually as "one party". For the convenience of the Users, all content on this Website may be available in multiple languages. In case of any conflict between different language versions of such content or any omission in any language version, the Nigerian version of such content shall prevail.

Important reminder: We hereby remind you that:

We do not hold ourselves out as the ultimate Marchant, Vendor or seller of any product so displayed on our Website;

We do not necessarily either directly or by implication guarantee the merchantability of products so display on our website;

The ultimate responsibility for merchantability and fitness for purpose resides with the Merchant/vendor who we have provided this channel to dispose their products.

Due to the formulation or modification of national laws, regulations and normative documents, ecommerce transactions may be suspended, modified or prohibited at any time in any jurisdiction having regard to their peculiar circumstances.

The Company may suspend or terminate your account or use of the Service, or the processing of any ecommerce transaction, at any time if it determines in its sole discretion that you have violated this Agreement or that its provision or your use of the Service in your jurisdiction is unlawful.

You acknowledge and understand that ecommerce/online transactions may generate derivative risks. Therefore, if you have any doubt, you are advised to seek assistance from a financial adviser and information technology experts first. Furthermore, aside from the above-mentioned risks, there may also be unpredictable risks. Therefore, you are advised to carefully consider and use clear judgment to assess your financial position and the above-mentioned risks before making any decisions on buying and selling online; any and all losses arising therefrom will be borne by you and we shall not be held liable in any manner whatsoever.

You are hereby informed, and agree by clicking the *I agree button* on the Website that:

You understand that this Website is only intended to serve as a venue for you to obtain online information on best prices possible from Merchants/vendors of various products and services, find trading counterparties, hold negotiations on and effect online/ecommerce transactions. This Website does not participate in any of your transactions, and therefore you shall, at your sole discretion, carefully assess the authenticity, legality and validity of relevant ecommerce products and services on offering and/or information, and solely bear the responsibilities and losses that may arise therefrom.

All opinions, information, discussions, analyses, prices, advice and other information on this Website are general market reviews and do not constitute any investment advice. We do not bear any loss arising directly or indirectly from reliance on the above-mentioned information, including but not limited to, any loss of profits.

The content of this Website may be changed from time to time and at any time without notice, and we have taken reasonable measures to ensure the accuracy of the information on the Website; however, we do not guarantee the degree of such accuracy, or bear any loss arising directly or indirectly from the information on this Website or from any delay or failure caused by failure to link up with the internet, transmit or receive any notice and information

Using internet-based trading systems also involves risks, including but not limited to failures in software, hardware or Internet links, etc. In view of the fact that we cannot control the reliability and availability of the Internet, we will not be responsible for any distortion, delay and link failure.

www.shopazany.com is the sole official external information release platform for this Website;

It is prohibited to use this Website to engage in any illegal transaction activities or illegitimate activities, such as money laundering, gambling activities; fraud; terrorist activities;smuggling and commercial bribery. In the event that any suspected illegal transaction activities or illegitimate activities is uncovered, this Website will adopt all available measures, including but not limited to freezing the offender’s account, notifying relevant authorities, etc., and we will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable;

It is prohibited to use this Website for the purpose of malicious manipulation of the market, improper transactions or any other illicit trading/ecommerce activities. Where any of such illicit trading activities is uncovered, this Website will adopt such preventive and protective measures as warning, restricting trading and closing accounts against any and all such malicious manipulation of prices, maliciously influencing the trading system and any other illicit behaviours; we do not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.

The following actions/inactions are prohibited on the website:

1. Use of any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;

2. Use or attempt to use another user's account without authorization;

3. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;

4. Develop any third-party applications that interact with our Services without our prior written consent;

5. Provide false, inaccurate, or misleading information; and

6. Encourage or induce any third party to engage in any of the activities prohibited under this Section.

1 General Provisions:

1.1 This User Agreement (hereinafter referred to as "this Agreement" or "these terms and conditions") consists of the main body, Terms of Privacy, Understanding Your client and Anti-money-laundering Policy, as well as any rules, statements, instructions, etc. that this Website has published or may publish in the future.

1.2 Before using the Services offered by this Website, you shall read this Agreement carefully, and consult a professional lawyer if you have any doubt or as may be otherwise necessary. If you do not agree to the terms and conditions of this Agreement and/or any change made thereto from time to time and at any time, please immediately stop using the Services provided by this Website or stop logging onto this Website. Upon your logging into this Website or using any Services offered by this Website or engaging in any other similar activity, it shall be deemed as having understood and fully agreeing to all terms and conditions of this Agreement, including any and all changes, modifications or alterations that this Website may make to this Agreement from time to time and at any time.

1.3 After filling in the relevant information in accordance with the requirements of this Website, and going through other relevant procedures, you will successfully register yourself as a member of this Website (hereinafter referred to as "Member"); in the process of registration, if you click on the "I Agree", it shall be deemed that you have reached an agreement with the Company by way of electronic signature; or when you use this Website, you click on the "I Agree" button or a similar button, or if you use the Services offered by this Website in any of the ways allowed by this Website, it shall be deemed that you fully understand, agree to and accept all the terms and conditions under this Agreement, and in this case, the absence of your handwritten signature will not affect the legal binding force that this Agreement may have on you.

1.4 After you become a member of this Website, you will receive a member account and corresponding password, which shall be properly kept by you as a member of this Website; Members shall be liable for all activities and events carried out through their accounts.

1.5 You cannot engage in ecommerce business through the platform provided by this Website and gain access to the Services that are exclusively available to members in accordance with the rules and regulations of this Website, unless and until you become a member of this Website; if you are not a member of this Website, you can only log in to and browse the Website and have access to other Services as are permitted by the rules and regulations of this Website.

1.6 Upon registering yourself as a member of this Website and using any of the Services and functions offered by this Website, it shall be deemed that you have read, understood this Agreement, and accepted to be bound by all terms and conditions of this Agreement;

1.7 You confirm that you have attained the age of 18, or another statutory age for entering into contracts as is required by a different applicable law, and your registration with this Website, purchase or sale via this Website, release information on this Website and other behaviours indicating your acceptance of the Services offered by this Website shall comply with the relevant laws and regulations of the sovereign state or region that has jurisdiction over you, and you confirm that you have sufficient capacity to accept these terms and conditions, enter into transactions and to use this Website for ecommerce transactions. You confirm that you are not a citizen of any country, you are not located in any country where to use the services provided by this website is prohibited by the local laws.

1.8 You undertake that all the money and other means of exchange digital or otherwise involved in transactions hereunder are legally acquired and owned by you.

1.9 You agree to undertake any and all liabilities for your own transaction and non-transaction activities as well as any and all profits and losses therefrom.

1.10 You confirm that the information provided at the time of registration is true and accurate.

1.11 You agree to comply with any and all relevant laws, including the reporting of any transaction profits for tax purposes.

1.12 You agree to always refrain from engaging in or participating in any act or activity that damages the interests of this Website or the Company, whether or not in connection with the Services provided by this Website.

1.13 This Agreement is only binding on the rights and obligations between you and us, and does not involve legal relations and legal disputes arising from and relating to the ecommerce transaction between the users of this Website, and between other websites and you.

2 Amendment of this Agreement

2.1 We reserve the right to amend this Agreement from time to time, and disclose such amendment by way of announcement on the Website without sending a separate notice to you on your rights. The date when the amendment is made will be indicated on the first page of the amended agreement. The amended agreement will take effect immediately upon announcement on the Website. You shall browse this Website from time to time and follow information on the time and content of amendments, if any, made to this Agreement. If you do not agree with the amendments, you shall stop using the Services offered by this Website immediately; if you continue to use the Services offered by this Website, it shall be deemed that you accept and agree to be bound by the amended agreement.

3 Eligibility for Registration:

3.1 You confirm and promise that: you are a natural person, legal person or other organization with the ability to sign this Agreement and the ability to use the Services of this Website, as is provided by applicable laws in your jurisdiction, when you complete the registration process or when you use the Services offered by this Website in any other manner as is otherwise permitted by this Website. Upon clicking on the button indicating that you agree to register, it shall be deemed that you yourself or your authorized agent agrees to the content of this Agreement and your authorized agent will register with this Website and use the Services offered by this Website on your behalf. If you are not a natural person, legal person or organization with the above-mentioned ability, you and your authorized agent shall bear all the consequences of that, and the company reserves the right to cancel or permanently freeze your account and to hold you and your authorized agent accountable.

3.2 Purpose of Registration You confirm and promise that you do not register with this Website for the purpose of violating any of the applicable laws or regulations or undermining the order of ecommerce transactions on this Website.

3.3 Registration Process: You agree to provide a valid email address, a mobile phone number and other information in accordance with the requirements on the user registration page of this Website. You can use the email address, mobile phone number or any other manner permitted by this Website to log in to this Website. Where it is necessary and in accordance with the requirements of applicable laws and regulations of relevant jurisdictions, you shall provide your real name, identity card and other information required by applicable laws, regulations, the Terms of Privacy, and anti-money-laundering terms, and constantly update your registration data so that they will be timely, detailed and accurate as is required. All of the original typed data will be referenced as registration information. You shall be

responsible for the authenticity, integrity and accuracy of such information and bear any direct or indirect loss and adverse consequences arising out of it.

3.4 If any of the applicable laws, regulations, rules, orders and other regulatory documents of the sovereign country or region in which you are based requires that mobile phone accounts must be based on real names, you hereby confirm that the mobile phone number you provide for registration purposes has gone through the real-name registration procedure. If you cannot provide such a mobile phone number as is required, any direct or indirect losses and adverse consequences arising therefrom and affecting you shall be borne by you.

3.5 After you provide the required registration information in a legal, complete and valid manner and such information passes relevant verification, you shall have the right to obtain an account and a password of this Website. Upon obtaining such account and password, your registration shall be deemed as successful and you can log into this Website as a member thereof.

3.6 You agree to receive emails and/or short messages sent by this Website related to the management and operation thereof.

4 Content of Services:

4.1 Services: This Website only provides online transaction platform Services for you to engage in ecommerce activities through this Website (including but not limited to the buying and selling of products and services etc.). This Website does not participate in the ecommerce transactions as a buyer or seller; This Website does not provide any Services relating to the replenishment and withdrawal of any goods or service so transacted nor refund of the legal currency of any country so used in the transaction.

4.2 You have the right to browse the real-time quotes and transaction information of products and services on this Website, to submit purchase order and to complete the transaction through this Website.

4.3 You have the right to view information under the member accounts on this Website and to apply the functions provided by this Website.

4.4 You have the right to participate in the website activities organized by this Website in accordance with the rules of activities posted on this Website.

5 Other Services that this Website promises to offer to you.

5.1 Services Rules. You undertake to comply with the following Services rules of this Website:

5.2 You shall comply with the provisions of applicable laws, regulations, rules, and policy requirements, and ensure the legality of the source of all legal tenders in your account, and shall refrain from engaging in any illegal activities or other activities that damages the rights and interests of this Website or any third party, such as sending or receiving information that is illegal, illicit or infringes on the rights and interests of any other person, sending or receiving pyramid scheme information or information or remarks causing other harms, unauthorized use or falsification of the email header information of this Website, inter alia.

5.3 You shall comply with applicable laws and regulations and properly use and keep your account in this Website and login password, password of your financial transactions, access code, and the mobile phone number bound with your account that you provide upon registration of your account, as well as the security of the verification codes received via your mobile phone.

5.4 You shall be solely responsible for any and all your operations carried out using your account with this Website and login password, financial transaction password, verification codes sent to your mobile phone, as well as all consequences of such operations.

5.5 When you find that your account with this Website, your login password, financial transaction password, or mobile phone verification codes is used by any unauthorized third party, uncover any other problem relating to the security of your account, you shall inform this Website in a prompt and effective manner, and request this Website to temporarily suspend the Services to your account with this Website. This Website shall have the right to take action on your request within a reasonable time; nonetheless, this Website does not bear any liability for the consequences that have arisen before such action is taken, including but not limited to any loss that you may sustain.

5.6 You may not assign your account with this Website to any other person by way of donation, lending, leasing, transfer or otherwise without the prior written consent of this Website.

5.7 You agree to take responsibility for all activities (including but not limited to information disclosure, information release, online click-approving or submission of various agreements on rules, online renewal of agreements or purchase Services) using your account and password with this Website.

5.8 In your ecommerce transactions on this Website, you shall not maliciously interfere with the normal proceeding of the ecommerce transaction or disrupt the transaction order; you may not use any technical means or other means to interfere with the normal operation of this Website or interfere with the other users' use of the Services; you shall not maliciously defame the business goodwill of this Website on the ground of falsified fact.

5.9 If any dispute arises between you and any other user in connection with online transaction, you may not resort to any means other than judicial or governmental means to request this Website to provide relevant information.

6.1 Wallet;

a. The Wallet ("Wallet") is a pre-paid payment instrument which is associated with your Azany Limited account. You can maintain a balance of money with Azany Limited and redeem it at your convenience.

b. Azany Limited will not pay any interest on the amount maintained by you in your Wallet.

c. Refill of Wallet: Your Wallet can be refilled, using any of the pre-paid payment options only. You will be able to recharge your Wallet up to an amount of N1,000,000 in one instance. There is no need to maintain a minimum balance.

d. Refund of Wallet Amount: Your wallet comprises of three types of balances - Store credit (which is a credit granted by Azany Limited typically in lieu of a cancelled order), Topped-up balance (which is a prepaid amount that you added to wallet to pay for future orders on Azany Limited’s website) and Promotional balance (which is credit granted by Azany Limited purely for promotional or goodwill purposes). Topped-up balance (prepaid amount) as well as the Promotional balance added to the Wallet will be non-refundable While Store credit will continue to be entirely refundable.

e. Limitation of Liability: In no event will Azany Limited be liable for any special, incidental, indirect or consequential damages or losses of any kind, arising from the use of Wallet or association with the Wallet.

6.2 VOUCHERS;

❖ All vouchers purchased and thereafter printed from the Azany Limited platform are strictly promotional vouchers which are offered at prices below their face value and thereafter purchased by customers.

❖ In light of the above they are subject to all Terms and Conditions of Azany Limited as stipulated on this page and also the Terms and Conditions and Redemption Policies of the Merchant or Restaurant.

❖ All customers who intend to purchase on the Azany Limited platform are subject to the specific limitations in relation to the goods or services. (i.e. if a Merchant specifies that only one Azany Limited Voucher maybe purchased by a customer, the customer must abide by same, if the customer goes ahead to purchase more than stipulated and tries to redeem the excess, the Merchant is at liberty to refuse redemption of same without paying any compensation or refund whatsoever to the customer. In such an instance Azany Limited will not compensate the customer for any such contraventions, neither will the customer receive a refund in relation to the purchase.

❖ An Eatery Specific Gift Voucher is strictly issued by that Eatery, who is also a Merchant on our platform and not Azany Limited.

❖ The Eatery or Merchant is therefore fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the restaurant or the merchant, as well as for any unclaimed property liability arising from unredeemed Vouchers.

❖ Eatery -Specific Vouchers and Merchant Vouchers are redeemable “as is” only and may not be redeemed incrementally.

❖ Azany Limited Voucher can only be redeemed at the cash value paid by the customer for it (i.e. if you paid N500.00 for an Azany Limited Voucher, but the voucher gives you N3000.00 of value to the Merchant, the cash value that you paid is N500.00 as opposed to the authentic value/actual value of N3000.00).

❖ Please note all expiration dates on Vouchers are valid and therefore govern the last date which you can use the VOUCHER, in the event you do not redeem your voucher before the expiration, you automatically forfeit same, unless the law provides otherwise.

7. Jurisdictional Issues/Sale in Nigeria Only;

7.1 Unless otherwise specified, the material on Azany Limited is presented solely for the purpose of sale in Nigeria. Azany Limited makes no representation that materials/services in Azany Limited’s website are appropriate or available for use in other locations/Countries other than Nigeria. Those who choose to access this site from other locations/Countries other than Nigeria do so on their own initiative and Azany Limited is not responsible for supply of goods/availability of services, refund for the goods or services ordered from other locations/Countries other than Nigeria, compliance with local laws, if and to the extent local laws are applicable.

8. Taxes. Levies, fees and Regulatory Charges:

8.1 All taxes payable as well as all fees relating to hardware, software and Services that are incurred by you in the course of using the Services provided by this Website shall be solely borne by you.

8.2 You shall abide by this Agreement and other terms of Services and operating rules that this Website may release from time to time, and you have the right to terminate your use of the services provided by this Website at any time.

8.3 This Website will hold the Commission return activities from time to time, and you accept and agree to the Commission return rules formulated by this Website

9 Product Rules:

9.1 Rules for trading products You undertake that in the process in which you log into this Website and engage in transactions with other users through this Website, you will properly comply with the following transaction rules.

9.2 Browsing transaction information When you browse the transaction information on this Website, you should carefully read all the content in the transaction information, including but not limited to the price, consignment, handling fee, buying or selling direction, and you shall accept all the contents contained in the transaction information before you may click on the button to proceed with the transaction.

9.3 Submission of Commission After browsing and verifying the transaction information, you may submit your transaction commissions. After you submit the transaction commission, it shall be deemed that you authorize this Website to broker you for the corresponding transactions, and this Website will automatically complete the matchmaking operation when there is a transaction proposal that meets your price quotation, without prior notice to you.

9.4 Accessing transaction details, you can check the corresponding transaction records in the transaction statements by the Management Centre, and confirm your own detailed transaction records.

9.5 Revoking/modifying transaction commission. You have the right to revoke or modify your transaction commission at any time before the transaction is concluded.

10 Patronage Points, Referral Bonuses and other incentives:

10.1 The Website shall allocate to you, transaction points, referral bonuses and other incentives for usage of our services which bonuses are at the sole discretion of the company to revoke, convert to money, goods and services and deal with as it deems fit without prior recourse or notice to you.

11 Rights and Obligations of this Website:

11.1 If you do not have the registration qualifications agreed on in this Agreement, this Website shall have the right to refuse to allow you to register; if you have already registered, this Website shall have the right to revoke your member account, and this Website reserves the right to hold you or your authorized agent accountable. Furthermore, this Website reserves the right to decide whether to accept your application for registration under any other circumstances.

11.2 When this Website finds at its sole discretion that you or your associated account user is not suitable for ecommerce transactions, this Website shall have the right to suspend or terminate the use of your account and all associated accounts thereof.

11.3 When this Website finds out that the user of an Account is not the initial registrant of that Account, it shall have the right to suspend or terminate the user's access to that Account.

11.4 Where by means of technical testing or manual sampling, among others, this Website reasonably suspects that the information you provide is wrong, untrue, invalid or incomplete, this Website shall have the right to notify you to correct or update the information, or suspend or terminate its supply of the Services to you.

11.5 This Website shall have the right to correct any information displayed on this Website when it uncovers any obvious error in such information.

11.6 This Website reserves the right to modify, suspend or terminate the Services offered by this Website, at any time, and the right to modify or suspend the Services without prior notice to you; if this Website terminates one or more of the Services offered by this Website, such termination by this Website will take effect on the date of announcement of such termination on the Website or any other date the company deems fit.

11.7 This Website shall take necessary technical means and management measures to ensure the normal operation of this Website, and shall provide a necessary and reliable trading environment and transaction Services.

11.8 If you fail to log into this Website using your member account number and password for an uninterrupted period of one year, this Website shall have the right to revoke your account. After your account is revoked, this Website shall

have the right to offer the member name represented by such account to other applicants for membership.

11.9 This Website shall ensure the security of your ecommerce transactions by strengthening technical input and enhancing security precautions, though the company is not under any obligation to notify you in advance of the foreseeable security risks in your account, the company shall endeavour to take pre-emptive measures against security threats.

11.10 This Website shall have the right to delete all kinds of content and information which does not conform to laws and regulations or the rules of this Website at any time, and exercise of this right by this Website is not subject to a prior notice to you.

11.11 This Website shall have the right to, in accordance with the applicable laws, administrative regulations, rules, orders and other regulatory documents of the sovereign country or region where you are based, request from you for more information or data, and to take reasonable measures to meet the requirements of the local standards, and you have the obligation to provide proper assistance to such measures; this Website shall have the right to suspend or permanently terminate your access to this Website as well as part or all of the Services offered by this Website.

11.12 We may, at any time and in our sole discretion, refuse any trade submitted via the Services, impose limits on the trade amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services without prior notice. For example, we may limit the number of open orders that you may establish via the Services or we may restrict trades from certain locations.

12 Service Fee:

12.1 The company has the right to set user service charges according to the appropriate rules. The Company also has the right to formulate and adjust the service fee, and set specific service charges to the user to use the Company’s Services.

12.2 Unless otherwise stated or agreed, the user agrees that the Company network has the right to deduct the above-mentioned Service fees directly from the funds in the user account.

12.3 The current service fee information can be found in the following website: www.shopazany.com

12.4 We can determine the specific pricing that the region or country may apply according to the user's residence, location or nationality.

12.5 If you fail to pay in full or on time, we reserve the right to interrupt, suspend or terminate your account and transactions.

13 Indemnity:

13.1 Under any circumstance, our liability for your direct damage will not exceed the total cost incurred by your three (3) months' use of Services offered by this Website or the actual lost incurred where it is less than the former and has been proven to have occurred due to our direct action or inaction. This is only in cases not covered by our disclaimers on this website.

13.2 Shall you breach this Agreement or any applicable law or administrative regulation, you shall pay to us compensation and bear all the expenses in connection with such breach (including attorney's fees, among others). If such compensation cannot cover the actual loss, you shall make up for the difference.

14 The Right to Injunctive Relief:

14.1 Both you and we acknowledge that common law remedies for breach of agreement or possible breach of contract may be insufficient to cover all the losses that we sustain; therefore, in the event of a breach of contract or a possible breach of contract, the non-breaching party shall have the right to seek injunctive relief as well as all other remedies that are permitted under common law or equity and the jurisdiction where the breach occurred.

15 Limitation and Exemption of Liability:

15.1 You understand and agree that under no circumstance will we be held liable for any of the following events:

15.2 loss of income;

15.3 loss of transaction profits or contractual losses;

15.4 loss of disruption of the business;

15.5 Expected losses

15.6 loss of information;

15.7 loss of opportunity, damage to goodwill or reputation;

15.8 damage or loss of data;

15.9 cost of purchasing alternative products or Services;

15.10 any indirect, special or incidental loss or damage arising from any infringement (including negligence), breach of contract or any other cause, regardless of whether or not such loss or damage may reasonably be foreseen by us, and regardless of whether or not we are notified in advance of the possibility of such loss or damage.

15.11 All the types of losses above, are independent of each other.

15.12 You understand and agree that we shall not be held liable for any damages caused by any of the following events:

15.13 Where we are properly justified in believing that your specific transactions may involve any serious violation or breach of law or agreement;

15.14 Where we are reasonably justified in believing that your conduct on this Website is suspected of being illegal or immoral;

15.15 The expenses and losses arising from the purchase or acquisition of any data, information or transaction, etc. through the Services offered by this Website;

15.16 Your misunderstanding of the Services offered by this Website;

15.17 Any other losses related to the Services provided by this Website, which cannot be attributed to us.

15.18 Force majeure;

15.19 Where we fail to provide the Services or delay in providing such Services due to information network equipment maintenance, information network connectivity failures, errors in computer, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labour disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the ecommerce market, actions by government,

judicial or administrative authorities, other acts that are not within our control or beyond our ability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide Services or delay in providing Services, or for the resultant loss you may sustain as a result of such failure or delay.

15.20 We cannot guarantee that all the information, programs, texts, etc. contained in this Website are completely safe, free from the interference and destruction by any malicious programs such as viruses, trojans, etc. and hacker attacks, therefore, your log-into this Website or use of any Services offered by this Website, download of any program, information and data from this Website and your use thereof are your personal decisions and therefore you shall bear any and all risks and losses that may possibly arise.

15.21 We do not make any warranties and commitments in connection with any of the information, products and business of any third party websites linked to this Website, as well as any other forms of content that do not belong to us; your use of any of the Services, information, and products provided by a third party website is your personal decision and therefore you shall assume any and all the responsibilities arising therefrom.

15.22 We do not make any explicit or implicit warranties regarding your use of the Services offered by this Website, including but not limited to the applicability, freedom from error or omission, consistency, accuracy, reliability, and applicability to a specific purpose, of the Services provided by this Website. Furthermore, we do not make any commitment or guarantee in connection with the validity, accuracy, correctness, reliability, quality, stability, integrity and timeliness of the technology and information covered by the Services offered by this Website. Whether to log in this Website or use the Services provided by this Website is your personal decision and therefore you shall bear all the risks and possible losses arising from such decision. We do not make any explicit or implicit warranties in connection with the market, value and price of products and services displayed on our website by third parties; you understand and acknowledge that the ecommerce market is unstable, that the price and value of goods and services may fluctuate or collapse at any time, and that the ecommerce transaction is based on your personal free will and decision and therefore you shall assume any and all risks and losses that may possible arise therefrom.

15.23 The guarantees and undertakings specified in this Agreement shall be the only guarantee and statements that we make in connection with the Services provided by us under this Agreement and through this Website, and shall supersede any and all the warranties and commitments arising in any other

way and manner, whether in writing or in words, express or implied. All these guarantees and statements represent only our own commitments and undertakings and do not guarantee any third party's compliance with the guarantees and commitments contained in this Agreement.

15.24 We have the right to adjust charges, service fees, transactions and other expenses according to market conditions, and to terminate any promotional activities in advance.

16 Notices:

16.1 For all notices sent to users, we will deliver them through official page announcements, in-site letters, e-mail, customer service calls, cell phone short messages or regular letters. We shall not be liable for any activities or information obtained through other channels such as winning prizes or preferences.

17 Waiver of Rights:

17.1 We do not waive any of the rights not mentioned in this Agreement and to the maximum extent permitted by the applicable law, to limit, exempt or offset our liability for damages.

18 Presumption of User Consent:

18.1 Upon your registration of your account with this Website, it shall be deemed that you approve any and all operations performed by us in accordance with the rules set forth in this Agreement, and any and all risks arising from such operations shall be assumed by you.

19 Termination of Agreement:

19.1 This Website shall have the right to discontinue or terminate the Services provided to you at our discretion or in case you breach this Agreement, and cancel your account with this Website in accordance with this Agreement, and this Agreement shall be terminated on the date of the cancellation of your account.

19.2 After the termination of this Agreement, you do not have the right to require this Website to continue to provide you with any Services or perform any other obligation, including, but not limited to, requesting this Website to keep or disclose to you any information in your former original account, or to forward to you or any third party any information therein that is not read or sent.

19.3 The termination of this Agreement shall not prevent the observant party from demanding the breaching party to assume other liabilities.

20 Intellectual Property:

20.1 All intellectual achievements included in this Website, including, but not limited to, website logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts) shall be owned by this Website. You may not copy, modify, transmit, sell, license, issue, participate in transfer or creating derivative works to use any of the foregoing materials or content for commercial purposes, without our prior written consent.

20.2 All rights contained in the name of this Website (including but not limited to business goodwill and trademarks, logos) shall be owned by the Company.

20.3 Upon accepting this Agreement, it shall be deemed that you, on the basis of your own free will, have transferred and assigned exclusively and free of charge to this Website all copyright of any form of information that you publish on this Website, including, but not limited to copyrights, distribution rights, lease rights, exhibition rights, performance rights, projection rights, broadcasting rights, information network dissemination rights, shooting rights, adaptation rights, translation rights, compilation rights and other transferable rights that copyright owners are entitled to, and this Website shall have the right to sue for any infringement on such copyright and obtain full compensation for such infringement. This Agreement shall apply to any content that is published by you on this Website and is protected by copyright law, regardless of whether the content is generated before or after the signing of this Agreement.

20.4 You shall not illegally use or dispose of the intellectual property rights of this Website or any other person during your use of the Services offered by this Website. For any information that you publish on this Website, you may not publish or authorize other websites (or media) to use such information in any manner whatsoever.

20.5 Your log into this Website or use of any of the Services offered by this Website shall not be deemed as our transfer of any intellectual property to you.

20.6 We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding the

Company or our Services that you provide, whether by email, posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of the Company. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights).

20.7 Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the content standards set out in this section.

21 Information protection;

21.1 Scope of Application;

21.2 When you register your account with this Website or use your account with this Website, you shall provide personal registration information in accordance with the requirements of this Website, including but not limited to your telephone number, email address, and identity card information.

21.3 When you use the Services offered by this Website, or visit this Website, this Website will automatically receive and record the server information of your web browser, including but not limited to the IP address and records on the web pages that you request to access.

21.4 The relevant data collected by this Website in connection with your transactions on this Website, including but not limited to transaction records.

21.5 Other personal information of yours legally obtained by this Website.

22 Use of Information;

22.1 Upon your successful registration with this Website and without extra consent from you, it shall be deemed that you agree to permit this Website to collect and use all the information you publish on this Website; as is specified under Section 19 hereof, you acknowledge and agree that this Website can

use your information collected by this Website for certain purposes, including but not limited to the following:

22.2 providing you with the Services offered by this Website;

22.3 Reporting to relevant regulatory departments based on the requirements of the competent authorities in relevant sovereign states or regions;

22.4 When you use Services offered by this Website, this Website will use your information for such legal purposes as identity authentication, customer service, security, fraud monitoring, marketing & promotion, archiving, and backup, or joint promotion of this Website with a third party, so as to ensure the security of the products and Services that this Website offers to you;

22.5 Information collection and processing for the purpose of helping this Website design new products and Services and improving the existing Services offered by this Website;

22.6 In order to enable you to understand the specifics of the Services offered by this Website, you agree to permit this Website to send to you marketing event information, commercial electronic information, and advertising that is related to you in replacement of general-purpose ubiquitous advertising;

22.7 This Website may transfer or disclose your information to any third party that is not a related party of this Website, for the purpose of completing merger, division, acquisition or transfer of assets;

22.8 Software certification or management software upgrade;

22.9 Inviting you to participate in surveys in connection with the Services offered by this Website;

22.10 Data analysis relating to cooperation with government agencies, public affairs agencies, associations, etc;

22.11 For all other legal purposes as well as other purposes authorized by you.

22.12 This Website will not sell or lend your personal information to any other person unless your permission is obtained in advance. This Website also does not allow any third party to collect, edit, sell or gratuitously spread your personal information in any manner whatsoever.

22.13 This Website shall keep confidential the customer identity information and transaction information that it obtains, and shall not provide any entity or individual with customer identification information or transaction information, except where any of the applicable laws, regulations, decrees, orders, etc., of relevant sovereign states or regions requires this Website to provide such information.

22.14 Calculation All the transaction calculations are verified by us, and all the calculation methods have been posted on the Website, but we cannot ensure that your use of this Website will not be disturbed or free from errors.

23 Export Control;

23.1 You understand and acknowledge that in accordance with relevant laws of the Federal Republic of Nigeria, you shall not export, re-export, import or transfer any material (including software) on this Website without Regulatory permits and approvals; therefore, you hereby undertake that you will not voluntarily commit or assist or participate in any of the above export or related transfer or other violations of applicable laws and regulations; if you uncover any of the aforementioned events, you will report to us and assist us in handling them.

23.2 Transfer the rights and obligations agreed in this Agreement shall be equally binding on the assignees, the heirs, executors and administrators of the parties hereto who benefit from the rights and obligations. Without our consent, you may not transfer to any third party any of your rights or obligations hereunder, provided, however, we may, at any time, assign our rights and obligations under this Agreement to any third party with thirty (30) days' notice to you.

24 Severability;

24.1 If any provision of this Agreement is found unenforceable, invalid or illegal by any court of competent jurisdiction, validity of the remaining provisions of this Agreement shall not be affected.

25 No Agency;

25.1 Nothing in this Agreement shall be deemed to have created, implied or otherwise treated us as your agent, trustee or other representative, unless it is expressly provided otherwise in this Agreement.

26 Waiver:

26.1 Our or your waiver of the right to hold the other party liable for breaches of agreement or any other liability as is agreed upon in this Agreement shall not be construed or deemed as a waiver of the right to hold the other party for other breaches of contract; a failure to exercise any right or remedy shall not be construed in any way as a waiver of such right or remedy.

27 Headings:

27.1 All headings herein are exclusively for the convenience of wording and are not intended to expand or limit the content or scope of the terms and conditions of this Agreement.

28 Applicable Law.

28.1 This Agreement in its entirety is a contract concluded under the laws of the Federal Republic of Nigeria, and relevant laws of the Republic of Nigeria shall apply to its establishment, interpretation, content and enforcement; Any claims or actions arising out of or relating to the Services agreed in this Agreement shall be governed and interpreted and enforced in accordance with the laws of the Federal Republic of Nigeria. For the avoidance of doubt, this Clause shall be expressly applicable to any tort claim against us.

28.2 You unconditionally agree that any disputes arising from this clause or in connection with this Services shall be settled through friendly consultation between the two parties. If the negotiations fail, the two parties agree to submit the disputes to Arbitration for settlement and the arbitration shall be final.

29 Entry into Force and Interpretation of the Agreement;

29.1 This Agreement shall enter into force when you click through the registration page of this Website, complete the registration procedures, obtain your account number and password of this Website, and shall be binding on you and this Website.

29.2 The ultimate power of interpretation of this Agreement shall be vested in this Website.

Know-your-customers and Anti-Money Laundering Policies:

1. Preamble

1.1 We ensure that we comply with know-your-customer and anti-money-laundering laws and regulations, and will not knowingly violate know-your-customers and anti-money-laundering policies. To the extent of our reasonable control, we will adopt necessary measures and technology to provide you with Services that are safe and secure, so as to protect you against the losses caused by money laundering to the greatest extent possible.

1.2 Our know-your-customer and anti-money-laundering policies are a comprehensive system of international policies, including the know-your-customer and anti-money-laundering policies of the jurisdictions to which you are subject to. Our robust compliance framework ensures that we meet regulatory requirements and regulatory standards on both the local and global levels, and ensure the operational sustainability of our website.

2. Content of Our Know-Your-Customer and Anti-Money-Laundering Policies

2.1 We promulgate and update know-your-customers and anti-money-laundering policies to meet the standards set by relevant laws and regulations;

2.2 We promulgate and update some of the guidelines and rules in connection with the operation of this Website, and our staff will provide you whole-process Services in accordance with the guidelines and rules;

2.3 We design and complete the procedures for internal monitoring and transaction control, such as rigorous identity authentication procedures, and form a professional team responsible for anti-money laundering;

2.4 We adopt risk-prevention-based approach to carry out due diligence and continuous supervision in connection with customers;

2.5 Review and regularly inspect existing transactions;

2.6 To report suspicious transactions to the competent authorities;

2.7 Proof documents of identity documents, address certificates and transaction records will be maintained for at least six(6) years; if they are submitted to the regulatory authorities, let it be understood that a separate notice will not be provided to you;

2.8 The use of Credit Card from Certain jurisdiction may be suspended or outrightly prohibited if the Company has reasonable grounds to believe that such jurisdiction is a high-risk location for Credit Card Fraud. This we shall do without prior notice to the user.

2.9 Where Credit Card Fraud or any type of fraud is suspected by the Company, it shall report to the appropriate Authorities without notice to the user.

3. Identity Information and the Verification and Confirmation Thereof;

3.1 Identity Information;

3.1.1 In accordance with the laws and regulations of relevant jurisdictions and in light of the nature of entities concerned, the content of your information as is collected by us may vary, and in principle, we will collect the following information of yours if you register as an individual: Basic personal information: your name, address (and permanent address, if the two are different), date of birth and nationality, and other information available. Identity authentication shall be based on documents issued by the official or other similar authorities, such as passports, identity cards or other identity documents as are required and issued by relevant jurisdictions. The address you provide will be validated in an appropriate manner, such as checking the fare ticket of means of transportation you use, your interest rate bills, or voter register. Valid photo: before you register, you must provide a photograph showing you holding your identity document in front of your chest; Contact information: telephone/mobile phone number and valid email address.

3.1.2 If you are a company or any other type of legal entity, we will collect the following information of yours to determine the final beneficiary of your account or your trust account. Your corporation enrolment and registration certificates of the company; a copy of the articles of association and memorandum of the company; the detailed certification materials of the ownership structure and ownership description of the company, and the decision of the board of directors on designating the authorized agent of the company responsible for the opening and execution of the account of the company with the website; the identity documents of the directors, major shareholders of the company as well as the authorized signatory for the company's account with the website, as are required to be provided in accordance with relevant rules; the company's main business address, and the company's mailing address if it is different from the main business address of the company. If the local address of the company is different from its main business address, the company shall be deemed to be a high-risk customer, and consequently the company will be required to provide additional documentation. Other certification documents, documents issued by competent authorities and other documents we may deem necessary in light of the laws and regulations of relevant jurisdictions and in light of the specific nature of your entity.

3.1.3 We only accept English versions of your identity information; if your identity information is not in English language, you shall have your identity information translated into English and duly notarized.

3.2 Confirmation and Verification;

3.2.1 You are required to provide both the front and back sides of your identity documents.

3.2.2 You are required to provide us with a photograph showing you holding your identity documents in front of your chest.

3.2.3 Copies of certification documents shall be checked against the originals thereof. Nonetheless, if a trusted and suitable certifier person can prove that such copies are accurate and comprehensive duplicates of the originals thereof, such copies shall be deemed as acceptable. Such certifiers include ambassadors, members of the judiciary, magistrates, etc.

3.2.4 The identification of the ultimate beneficiary and controller of the account shall be based on the determination of which individuals ultimately own or control the direct customer and/or to determining that the ongoing transaction is performed by another person. If you are a business enterprise, the identity of major shareholders thereof (for example, those holding 10 % or more of the voting equity in such business enterprise) shall be verified. Generally, a shareholder holding 25 % of the shares of the company will be deemed as involving an average level of risk, and the identity of the shareholder shall be verified; a shareholder holding 10 % or more of the voting rights or shares is deemed to be involving a high level of risk, and the identity of the shareholder shall be verified.

4. Entirety of Agreement:

The above Terms and Conditions and Anti-Money Laundering Policy constitutes the final and entire agreement with users of this website. It supersedes and takes precedent over any previous agreement entered by the company with the user.



MERCHANTS TERMS AND CONDITIONS

By signing up for, or using the Azany Limited services or its affiliates, you are agreeing to be bound by the following terms and conditions. The services offered by Azany Limited under the Terms of Service include various products and services to help you sell goods and services to buyers, whether Online or Offline.

1. CUSTOMER SERVICE

1.1 This document is an electronic record in terms of National Information Technology Development Agency Act, 2007 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the National Information Technology Development Agency Act, 2007. This electronic record is generated by a computer system and does not require any physical or digital signatures.

1.2 Your use of the Azany Limited website www.Shopazany,com (hereinafter referred to as "our Website.") and tools are governed by the following terms and conditions as applicable to our website. If you transact on our website, you shall be subject to the policies that are applicable to the website for such transaction. By mere use of the website you shall be contracting with Azany Limited, a company incorporated under Companies and Allied Matters Act, 2004 with its physical presence in Lagos, Nigeria and these terms and conditions constitute your binding obligations.

1.3 For the purpose of these terms of use, wherever the context so require, ‘You’ shall mean any natural or legal person who has agreed to become a member of the Website by providing Registration Data while registering on the Website as a Registered Merchant.

1.4 When you use any of the services provided by Azany Limited, including but not limited to, (e.g., Customer Reviews), you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use. Azany Limited reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time.

1.5 It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Azany Limited grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

ACCESSING, BROWSING OR OTHERWISE USING THE SITE INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, SO PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING.

MERCHANTS TERMS AND CONDITIONS

2. MEMBERSHIP ELIGIBILITY

2.1 Use of the Azany Limited Website is available only to persons who can form legally binding contracts under Nigerian governing laws. If you are a minor i.e. under the age of 18 years, you shall not register as a member of Azany Limited and shall not transact or use Azany Limited website. As a minor if you wish to use or transact on Azany Limited, such use or transaction may be made by your legal guardian or parents who have registered as users of Azany Limited.

2.2 Azany Limited reserves the right to terminate your membership and refuse to provide you with access to Azany Limited online Services if it is brought to our notice or if it is discovered that you are under the age of 18 years.

3. YOUR ACCOUNT AND REGISTRATION OBLIGATIONS;

3.1 If you use Azany Limited’s website, you shall be responsible for maintaining the confidentiality of your User ID and Password and you shall be responsible for all activities that occur under your User ID and Password.

3.2 You agree that if you provide any information that is untrue, inaccurate, not current or incomplete that Azany Limited has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with this Terms of Use.

3.3 Azany Limited has the right to indefinitely suspend or terminate or block access of your membership with Azany Limited and refuse to provide you with access to the Website.

4. COMMUNICATIONS;

4.1 When You use our Website or send emails or other data, information or communication to Azany Limited, you agree and understand that you are communicating with Azany Limited through electronic records and You consent to receive communications via electronic records from Azany Limited periodically. Azany Limited may communicate with You by email or by such other mode of communication, electronic or otherwise.

5. CHARGES, FEES AND COMMISSION;

5.1 Merchant Membership on Azany Limited’s Website is free. Azany Limited does not charge any fee for browsing and selling or buying on her website. However, Azany Limited reserves the right to mark up the prices at which you are willing to sell your goods and services, charge a fee, commission and change its policies from time to time to reflect the current realities in the business environment it operates and such mark ups, fees or commission shall be deducted directly from the price of the goods and services so displayed on our website.

5.2 In particular, Azany Limited may at its sole discretion introduce new services and modify some or all of the existing services offered on Azany Limited’s website. In such an event Azany Limited reserves, without notice to You, the

MERCHANTS TERMS AND CONDITIONS

right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be.

5.3 Changes to the Fee and related policies shall automatically become effective immediately once implemented on Azany Limited’s website. Unless otherwise stated, all fees shall be quoted in Nigerian Naira or the currency of the Country we operate, though we may offer currency conversion facility at a rate to be determined solely by Azany Limited.

5.4 You shall be solely responsible for compliance of all applicable laws including those in Nigeria for making payments to Azany Limited.

6. USE OF AZANY LIMITED WEBSITE;

6.1 You agree, undertake and confirm that your usage of Azany Limited shall be strictly governed by the following binding principles:

6.2 You shall not host, display, upload, modify, publish, transmit, update or share any information that:

1. belongs to another person and to which You do not have any right.

2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" or misleading in any way.

3. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;

4. harasses or advocates harassment of another person;

5. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";

6. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

7. infringes upon or violates any third party's rights [(including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity];

8. promotes an illegal or unauthorized copy of another person's copyrighted work (see "Copyright complaint" below for instructions on how to lodge a complaint about uploaded copyrighted material), such as providing pirated computer programs or links to them, providing information to circumvent manufacture-

MERCHANTS TERMS AND CONDITIONS

installed copy-protect devices, or providing pirated music or links to pirated music files;

9. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

10. Provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;

11. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

12. contains video, photographs, or images of another person age 18 or older without his or her express written consent and permission or those of any minor (regardless of whether you have consent from the minor or his or her legal guardian).

13. tries to gain unauthorized access or exceeds the scope of authorized access (as defined herein and in other applicable Codes of Conduct or End User Access and License Agreements) to the Sites or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Sites or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

14. engages in commercial activities and/or sales without Azany Limited's prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" items related to the Sites. Throughout this Terms of Use, Azany Limited. "prior written consent" means a communication coming from Azany Limited’s Legal department, specifically in response to your request, and specifically addressing the activity or conduct for which you seek authorization;

15. Solicits gambling or engages in any gambling activity which Azany Limited, in its sole discretion, believes is or could be construed as being illegal;

16. interferes with another user's use and enjoyment of Azany Limited Website or any other individual's user and enjoyment of similar services;

17. Refers to any website or URL that, in the sole discretion of Azany Limited, contains material that is inappropriate for Azany Limited’s Website or any other Website, contains content that would be prohibited or violates the letter or spirit of these Terms of Use.

18. harm minors in any way;

19. infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items;

MERCHANTS TERMS AND CONDITIONS

20. violates any law for the time being in force;

21. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

22. impersonate another person;

23. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;

24. Threatens the unity, integrity, defence, security or sovereignty of The Federal Republic of Nigeria, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

25. Shall not be false, inaccurate or misleading;

26. Shall not, directly or indirectly, offer, attempt to offer; trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

27. Shall not create liability for us or cause us to lose (in whole or in part) the services of our other suppliers;

28. You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. Azany Limited reserves the right to bar any such activity.

29. You shall not attempt to gain unauthorized access to any portion or feature of Azany Limited website, or any other systems or networks connected to Azany Limited Website or to any Azany Limited server, computer, network, or to any of the services offered on or through Azany Limited Website, by hacking, password “mining” or any other illegitimate means.

30. You shall not probe, scan or test the vulnerability of Azany Limited’s website or any network connected to Azany Limited’s website nor breach the security or authentication measures on Azany Limited’s website or any network connected to the Website.

MERCHANTS TERMS AND CONDITIONS

31. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Azany Limited’s Website, or any other customer of Azany Limited, including any Azany Limited’s account not owned by you, to its source, or exploit Azany Limited’s Website or any service or information made available or offered by or through Azany Limited’s Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by our Website.

32. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Website or Azany Limited’s systems or networks, or any systems or networks connected to Azany Limited.

33. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.;

34. You may not forget headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Azany Limited on or through the Website or any service offered on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

35. You may not use the Website or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Azany Limited or others.

36. Solely to enable Azany Limited to use the information you supply us with, so that we are not violating any rights you might have in Your Information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights you have in Your Information, in any media now known or not currently known, with respect to Your Information.

37. Azany Limited will only use Your Information in accordance with the terms of use and Azany Limited’s Privacy Policy.

38. From time to time, you shall be responsible for providing information relating to the items or services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects.

39. You shall not exaggerate or over emphasize the attributes of such items or services so as to mislead other Users in any manner.

40. You shall not lift (i.e. copy and paste) images of products you want to sell on Azany Limited from other websites, images to be used must be original images and not

MERCHANTS TERMS AND CONDITIONS

stolen images or content posted on another site. And in the event that you violate this term, you hereby indemnify Azany Limited of any third party claim thereon.

41. You shall not engage in advertising to, or solicitation of, other users of Azany Limited to buy or sell any products or services, including, but not limited to, products or services related being displayed on Azany Limited’s website or related to Azany Limited. You may not transmit any chain letters or unsolicited commercial or junk email to other users via Azany Limited’s platform. It shall be a violation of these Terms of Use to use any information obtained from Azany Limited in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person outside of Azany Limited without Azany Limited ’s prior explicit consent. In order to protect our users from such advertising or solicitation, Azany Limited reserves the right to restrict the number of messages or emails which a user may send to other users in any 24-hour period which Azany Limited deems appropriate in its sole discretion

42. You understand that Azany Limited has the right at all times to disclose any information (including the identity of the persons providing information or materials on the Azany Limited Website) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.

43. Azany Limited reserves the right, but has no obligation, to monitor the materials posted on Azany Limited website. Azany Limited shall have the right to remove or edit any Content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right of Azany Limited,

YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE AZANY LIMITED WEBSITE AND IN YOUR PRIVATE MESSAGES.

7. GENERAL DISCLAIMER:

7.1 Please be advised that contents posted on our website do not necessarily reflect the views of Azany Limited. In no event shall Azany Limited assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on Azany Limited.

MERCHANTS TERMS AND CONDITIONS

7.2 You hereby represent and warrant that you have all necessary rights in and to all Content you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information.

7.3 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through Azany Limited, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Azany Limited shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on Azany Limited.

7.4 It is possible that other users (including unauthorized users or “hackers”) may post or transmit offensive or obscene materials on Azany Limited’ website and that you may be involuntarily exposed to such offensive and obscene materials.

7.5 It also is possible for others to obtain personal information about you due to your use of Azany Limited’s website, and that the recipient may use such information to harass or injure you. Azany Limited does not approve of such unauthorized uses but by using the Azany Limited Website you acknowledge and agree that Azany Limited will not be responsible for the use of any personal information that you publicly disclose or share with others on Azany Limited’s website.

7.6 Carefully select the type of information that you publicly disclose or share with others on Azany Limited’s platform.

7.7 Azany Limited shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through a group(s) of People, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services).

8. CONTENTS POSTED ON SITE;

8.1 All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on Azany Limited’s website is owned, controlled or licensed by or to Azany Limited, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

8.2 Except as expressly provided in these Terms of Use, no part of Azany Limited’s website and no Content may be copied, reproduced, re-published, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Azany Limited ’s express prior written consent.

MERCHANTS TERMS AND CONDITIONS

8.3 You may use information on Azany Limited products and services purposely made available by Azany Limited for downloading from the site, provided that you:

a. do not remove any proprietary notice language in all copies of such documents,

b. use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media,

c. make no modifications to any such information, and

d. not make any additional representations or warranties relating to such documents.

8.4 You shall be responsible for any notes, messages, e-mails, billboard postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted to the Sites (collectively, Content").

8.5 Such Content will become the property of Azany Limited and you grant Azany Limited the worldwide, perpetual and transferable rights in such Content. Azany Limited shall be entitled to, consistent with our Privacy Policy, use the Content or any of its elements for any type of use forever, including but not limited to promotional and advertising purposes and in any media whether now known or hereafter devised, including the creation of derivative works that may include Content you provide.

8.6 You agree that any Content you post may be used by Azany Limited, consistent with our Privacy Policy and Rules of Conduct on Site as mentioned herein, and you are not entitled to any payment or other compensation for such use.

9. OTHER BUSINESSES;

9.1 Azany Limited does not take responsibility or liability for the actions, products, content and services on Azany Limited’s website, which are linked to Affiliates and / or third-party websites using Azany Limited’s APIs or otherwise. In addition, Azany Limited may provide links to the third party websites of affiliated companies and certain other businesses for which, Azany Limited assumes no responsibility for examining or evaluating the products and services offered by them, and Azany Limited does not warrant the offerings of, any of these businesses or individuals or the content of such third party website(s).

9.2 Azany Limited does not in any way endorse any third-party website(s) or content thereof.

10 LINKS;

10.1 Azany Limited welcomes links to this site. You may establish a hypertext link to Azany Limited’s website, provided that the link does not state or imply any sponsorship or endorsement of your site by Azany Limited.

MERCHANTS TERMS AND CONDITIONS

10.2 You must not use on your site or in any other manner any trademarks, service marks or any other materials appearing on Azany Limited’s website, including any logos or characters, without the express written consent of Azany Limited and the owner of the mark or materials.

10.3 You must not frame or otherwise incorporate into another third-party website or present in conjunction with or juxtaposed against such a website any of the content or other materials on the Azany Limited’s website without Azany Limited ’s prior written consent.

11.PRIVACY;

11.1 We view protection of Your privacy as a very important principle. We understand clearly that you and Your Personal Information is one of our most important assets. We store and process Your Information on computers that may be protected by physical as well as reasonable technological security measures and procedures in accordance with Information Technology Act 2000 and rules there under.

11.2 If you object to your Information being transferred or used in accordance with our Private Policy, please do not use Azany Limited’s website. Information submitted may be made available to Azany Limited partners who can in turn use it for verification purposes.

12 MANDATORY DECLARATION

12.1 You hereby declare that you have provided all necessary Legal Delivery Details for the shipment of the product to the destination specified by you in the Order.

12.2 You further declare that the Product will be acquired for personal use of the Consignee and/or Buyer. The Product will not be sold, resold, bartered or in any way disposed for profit.

13 DISCLAIMER OF WARRANTIES AND LIABILITY;

13.1 This website, all the materials and products (including but not limited to software) and services, included on or otherwise made available to you through this site are provided by Azany Limited on “as is” and “as available” basis without any representation or warranties, express or implied except otherwise specified in writing. Without prejudice to the forgoing paragraph, Azany Limited does not warrant that:

❖ This website will be constantly available, or available at all; or

❖ The information on this website is complete, true, accurate or non-misleading.

❖ Azany Limited will not be liable to you in any way or in relation to the contents of, or use of, or otherwise in connection with, Azany Limited’s website.

13.2 Azany Limited does not warrant that this site; information, content, materials, product (including software) or services included on or otherwise made available

MERCHANTS TERMS AND CONDITIONS

to you through Azany Limited’s website; their servers; or electronic communication sent from Azany Limited are free of viruses or other harmful components.

13.3 Nothing on Azany Limited’s website constitutes, or is meant to constitute, advice of any kind.

13.4 All the products sold on Azany Limited’s website are governed by laws of The Federal Republic of Nigeria and if Azany Limited is unable to deliver such products due to implications of the laws, Azany Limited will return or will give credit for the amount received by Azany Limited from the sale of such product, which could not be delivered to buyers.

14 SERVICES;

14.1 Payment;

14.2 While availing any of the payment method(s) offered at Azany Limited’s website, Azany Limited will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:

1. Lack of authorization for any transaction(s), or

2. Exceeding the pre-set limit mutually agreed by you and between your "Bank(s)", or

3. Any payment issues arising out of the transaction, or

4. Decline of transaction for any other reason/s.

14.3 Payments made against the purchases/services on Azany Limited’s website may be in Nigerian Naira acceptable by the Central Bank of Nigeria. Azany Limited or any other medium of exchange acceptable to us as shall be advertised from time to time provided, they are legally acceptable as legal tender within the jurisdiction you are transacting from.

15 BREACH;

15.1 Without limiting other remedies, Azany Limited may limit your activity, immediately remove your information, warn other Users of your actions, immediately temporarily/indefinitely suspend or terminate or block your membership, and/or refuse to provide you with access to Azany Limited website in the event, but not limited to:

1. If you breach the Terms of Use or Privacy Policy or other rules and policies, if any;

2. If Azany Limited is unable to verify or authenticate any information you provide; or

3. If it is believed that your actions may cause legal liability for you, other Users or Azany Limited.

MERCHANTS TERMS AND CONDITIONS

15.2 Azany Limited may at any time at its sole discretion reinstate suspended users/merchants. A User that has been suspended or blocked may not register or attempt to register with Azany Limited or use Azany Limited’s Website in any manner whatsoever until such time that such User/Merchant is reinstated by Azany Limited. Notwithstanding the foregoing, if you breach the Terms of Use or Privacy Policy or other rules and policies, Azany Limited reserves the right to recover any amounts due and owing by you to Azany Limited and to take strict legal action including but not limited to a referral to the appropriate law enforcement or other authorities for initiating criminal or other proceedings against you.

16 INDEMNITY;

16.1 You shall indemnify and hold harmless Azany Limited, its owners, licensees, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including attorneys' fees, made by you or any third party or penalty imposed due to or arising out of your use of the goods or services, or in the event you breach this Terms of Use, the Privacy Policy and other Policies, or your violation of any law, rules or regulations or the rights of a third party on Azany Limited’s website.

17 APPLICABLE LAW;

17.1 This Agreement shall be governed by and interpreted and construed in accordance with the laws of The Federal Republic of Nigeria. The place of jurisdiction shall be exclusively in Lagos, Nigeria.

18 JURISDICTIONAL ISSUES/SALE IN NIGERIA ONLY

Unless otherwise specified, the material on Azany Limited is presented solely for the purpose of sale in Nigeria. Azany Limited makes no representation that materials/services in Azany Limited’s website are appropriate or available for use in other locations/Countries other than Nigeria. Those who choose to access this site from other locations/Countries other than Nigeria do so on their own initiative and Azany Limited is not responsible for supply of goods/availability of services, refund for the goods or services ordered from other locations/Countries other than Nigeria, compliance with local laws, if and to the extent local laws are applicable.

19. TRADEMARK, COPYRIGHT AND RESTRICTION

This site is controlled and operated by Azany Limited. All material on this site, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights that are owned and controlled by us or by other parties that have licensed their material to us. Material on Azany Limited website owned, operated, licensed or controlled by us is solely for your personal, non-commercial use. You must not copy, reproduce, republish, upload, post, transmit or distribute such material in any way, including by e-mail or other electronic means and whether directly or indirectly

MERCHANTS TERMS AND CONDITIONS

and you must not assist any other person to do so. Without the prior written consent of the owner, modification of the materials, use of the materials on any other web site or networked computer environment or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which you receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause.

20. COPYRIGHT COMPLAINT

We at Azany Limited respect the intellectual property of others. In case you feel that your work has been copied in a way that constitutes copyright infringement you can write to us at info@shopazany.com

21 RISK OF LOSS

All items purchased from Azany Limited are made pursuant to a shipment contract. This means that the Risk of Loss shall remain with the Merchant until the item is transferred to us. In the event that the items are damaged after receipt, the risk falls on the customer if delivered to customer on tampered with.

22 PRODUCT AND SERVICE DESCRIPTION

Azany Limited tries to be as accurate as possible. However, Azany Limited does not warrant that product or service description or other content of this site is accurate, complete, reliable, current, or error-free. If a product or service offered on Azany Limited itself is not as described, the liability lies on the Merchant who supplied same to us.

23 PRICING AND TYPOGRAPHICAL ERROR

If Azany Limited comes across any difference in pricing resulting from typographic errors with regards to pricing or product/service information, Azany Limited shall have the right to rectify the same or cancel the order(s) and refund monies, if any, collected from the customer within 10-15 business days of such corrective action taken. The mode of refund will be the same as at the time of placing the order. Cash on Delivery order refunds will be done by cheque.

24 CANCELLATION OF ORDER

Azany Limited reserves the right to cancel any order without any explanation for doing so, under situation where Azany Limited is not able to meet the requirement of the order placed or order so placed/cancelled does not comply with the Azany Limited policy or for any reason. However, Azany Limited will ensure that any communication of cancellation of an order is intimated within appropriate time to the concerned person and any applicable refund, will be made in reasonable time.

MERCHANTS TERMS AND CONDITIONS

Note that in the event of cancellation of a ‘pay on delivery’ orders, Azany Limited will not be liable in any form where the customer proceeds to receive orders following an earlier cancellation.

25 TERMINATION OF SERVICE

Azany Limited reserves the absolute right to modify, discontinue, temporarily or permanently, any and all portion of our goods and services with or without prior communications. You hereby consent that Azany Limited will under no circumstance be liable to you or any third party for any modification or discontinuance of availability of goods or services on the website.

26 LIMITATION OF LIABILITY

IN NO EVENT SHALL AZANY LIMITED BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF AZANY LIMITED HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

AZANY LIMITED’S AGGREGATE LIABILITY TO YOU, ANY INDIVIDUAL OR ANY THIRD PARTY IN ANY MATTER ARISING HEREFROM, RELATED OR CONNECTED TO OUR GOODS AND SERVICES IS AT THE COMPANY’S SOLE DISCRETION.

TERMS AND CONDITIONS FOR EATERIES FOOD AND DRINK OUTLET MERCHANTS GIFT CERTIFICATES & TERMS AND CONDITIONS FOR NON-EATERIES MERCHANT GIFT CERTIFICATES

This section of our terms and conditions covers;

Section A: “TERMS AND CONDITIONS FOR EATERIES, CAFES AND FOOD AND DRINK OUTLET MERCHANT GIFT CERTIFICATES” while

Section B: “TERMS AND CONDITIONS FOR NON-EATERIES MERCHANT GIFT CERTIFICATES”.

SECTION A -TERMS AND CONDITIONS FOR EATERIES, FOOD AND DRINK OUTLET MERCHANT GIFT CERTIFICATES

The terms and conditions in this section A and all other Terms and Conditions applicable to you as a Merchant govern all Merchants on Azany Limited who sell a variety of edibles and beverages as its type of business and makes such available to Customers via Azany Limited by giving the customers the opportunity to purchase same via Vouchers on Azany Limited.

Every Voucher purchased by a customer on Azany Limited’s website, will clearly have printed on it the number of times it can be redeemed. Please note that this is pre-determined by the Merchant and Restaurant.

MERCHANTS TERMS AND CONDITIONS

Note the following;

➢ The above certificate might not be eligible for alcoholic beverages unless the Eatery expressly permits same, taking into cognizance all restrictions on alcohol as stipulated by the governing law.

➢ These Gift Certificates must not be used for tips, taxes, prior balances etc. unless the Restaurant/Merchant expressly permits the same. The Merchant or Restaurant will not be responsible for lost, stolen certificates or their reference numbers.

➢ Gift Certificates may only be used as stipulated on the coupon (i.e. “Dine in Only” or “Take-away”)

➢ All Gift Certificates are void to the extent prohibited by law.

➢ The Eatery is at liberty to determine whether Vouchers purchased here in can be used in conjunction with any other gift certificate, coupons etc.

➢ No one has the right to purchase from the Azany Limited platform and resell same to individuals.

➢ In the event a Customer decides to redeem his Eatery Certificate without abiding with all terms and conditions herein stated, the gift certificate will be rendered invalid.

➢ All Azany Limited offers are governed by the validity dates specified on the Vouchers.

➢ As earlier, stated all vouchers for eateries may have statutory limitations on the amount of the voucher value which can be used to redeem alcohol. All Merchants must therefore comply with same.

➢ A Merchant must have complied with all statutory requirements before enlisting their vouchers for purchase on Azany Limited’s website. We will not be held responsible for lack of compliance on the part of the Merchant.

➢ All Azany Limited offers (including but not limited to discounts, upon expiration of the date specified in the offer becomes invalid.

Section B: “TERMS AND CONDITIONS FOR NON-EATERIES MERCHANT GIFT CERTIFICATES”.

❖ Only one certificate may be used per order, except this is expressly stated otherwise by the Merchant.

❖ All Merchant Gift Certificate purchased on Azany Limited strictly apply to products found thereon, this will therefore not suffice for shipping fees.

❖ The Merchant is at liberty to offer credit if he wishes unless otherwise required by law.

❖ In the event a customer misplaces (i.e. whether stolen or lost) his or her voucher, or reference number neither the Merchant nor Azany Limited will be held responsible for same.

❖ No one has the right to purchase from the Azany Limited platform and resell same to individuals.

MERCHANTS TERMS AND CONDITIONS

❖ In the event a Customer decides to redeem his Gift Certificate without abiding with all terms and conditions herein stated, the gift certificate will be rendered invalid.

❖ All Gift Certificates are void to the extent prohibited by law.

❖ Gift Certificates cannot be combined with any other gift certificates, including but not limited to coupons, promotions, third party certificates etc., unless otherwise expressly specified by Merchant.

❖ All Azany Limited offers (including but not limited to discounts), upon expiration of the date specified in the offer becomes invalid.

• OTHER TERMS AND CONDITIONS

Please note that all Merchants who already have goods and services, or Prospective Merchants who have sent in request to have their goods and services uploaded or advertised on Azany Limited in order to conduct transactions, including but not limited to;

o Merchants who sell Goods on Azany Limited

o Merchants who offer Services on Azany Limited

o Firms/Organizations who choose to advertise on Azany Limited s’s website (i.e. Advertisers, either on a trade by barter basis with Azany Limited or on a strictly Advertisement service level) are hereby governed by the Terms and Conditions here in.

o ADVERTISING

Advertising Services offered by Azany Limited include, but are not limited to the display of certain goods, services and information about your business from time to time, splashing adverts, direct calls to you and sending certain information to users of Azany Limited via different means (i.e. SMS messages or emails).

o VOUCHERS

❖ All vouchers purchased and thereafter printed from the Azany Limited platform are strictly promotional vouchers which are offered at prices below their face value and thereafter purchased by customers.

❖ In light of the above they are subject to all Terms and Conditions of Azany Limited as stipulated on this page and also the Terms and Conditions and Redemption Policies of the Merchant or Restaurant.

❖ All customers who intend to purchase on the Azany Limited platform are subject to the specific limitations in relation to the goods or services. (i.e. if a Merchant specifies that only one Azany Limited Voucher maybe purchased by a customer, the customer must abide by same, if the customer goes ahead to purchase more than stipulated and tries to redeem the excess, the Merchant is at liberty to refuse redemption of same without paying any compensation or refund whatsoever to the customer. In such an instance Azany Limited will not compensate the customer for

MERCHANTS TERMS AND CONDITIONS

any such contraventions, neither will the customer receive a refund in relation to the purchase.

❖ An Eatery Specific Gift Voucher is strictly issued by that Eatery, who is also a Merchant on our platform and not Azany Limited.

❖ The Eatery or Merchant is therefore fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the restaurant or the merchant, as well as for any unclaimed property liability arising from unredeemed Vouchers.

❖ Eatery -Specific Vouchers and Merchant Vouchers are redeemable “as is” only and may not be redeemed incrementally.

❖ Azany Limited Voucher can only be redeemed at the cash value paid by the customer for it (i.e. if you paid N500.00 for an Azany Limited Voucher, but the voucher gives you N3000.00 of value to the Merchant, the cash value that you paid is N500.00 as opposed to the authentic value/actual value of N3000.00).

❖ Please note all expiration dates on Vouchers are valid and therefore govern the last date which you can use the VOUCHER, in the event you do not redeem your voucher before the expiration, you automatically forfeit same, unless the law provides otherwise.

• GENERAL

1. The Terms and Conditions and Privacy Policy as provided herein by Azany Limited including but not limited to other guiding policies for Azany Limited constitute the entire agreement between the parties with respect to the subject matter hereof. In the event Azany Limited or you decide to waive any breach or default hereunder, the waiver will not suffice for any preceding or subsequent breach or default.

2. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

3. The failure of either party to insist immediately upon the strict compliance and or performance of any of the terms and conditions herein breached shall not constitute a waiver of the right of either party, or constitute acquiescence therein and the same shall not affect or impair the later exercise of such right or be presumed to vary this terms and conditions in any manner whatsoever.

4. When a customer/user places an order on Azany Limited for goods or services, he/she hereby makes an offer to us for the purchase of the goods or the vouchers for services. For more information, please view our privacy policy. Please note that all purchases are either directly from Azany Limited if the item is “Sold by Azany Limited”, or from a Merchant in the event the goods or services are offered by the Merchant.

5. In light of the above, goods or services sold by a Merchant are strictly redeemable from Merchants while those sold by Azany Limited are redeemable from Azany Limited.

MERCHANTS TERMS AND CONDITIONS

• Our Contact

Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site to info@shopazany.com or to our office at Plot 1679, Karimu Ikotun Street Victoria Island, Lagos Nigeria.

Merchant Service Agreement

Introduction

1. As a demonstration of our commitment to Nigeria and Nigerian entrepreneurs, Azany Limited (“Azany Limited”, “us”), opened up its online platform (“Mall”) to Nigerian businesses to enable merchants sell their products, giving instant nationwide access to their products. Merchants can also enjoy all the benefits that come with having an online store by being able to sell their products and offer services to customers all over Nigeria.

2. Businesses that sign up to Azany Limited ’s Mall will have a free microsite provided for them, and Azany Limited will provide additional value-added services including but not limited to marketing, customer service and logistics partnerships to cater for customers in all 36 states in Nigeria as well as Abuja.

3. Azany Limited will also provide dedicated account managers to all merchants. Merchants can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers all over Nigeria.

4. We also provide convenient payment terms for the proceeds of merchants’ sales. Azany Limited offers its customers both prepaid and pay-on-delivery payment options for goods purchased.

5. All merchants have to do to enjoy all these benefits is to review and accept the terms and conditions of the Azany Limited Mall Service Agreement below.

6. Azany Limited reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the Azany Limited’s website.

Agreement

In consideration of the mutual covenants set forth in this Agreement, Merchant and Azany Limited (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

1. Services Rendered

The Merchant agrees to compensate Azany Limited for the services rendered listed in section 2 below (“Services”).

2. Delivery of Services

Azany Limited will use reasonable diligence in rendering the Services offered to the Merchant, which include the following:

MERCHANTS TERMS AND CONDITIONS

- Online storefront tailored to the Merchant with payment gateway and escrow service at Azany Limited;

- Access to account management systems;

- Access to a dedicated account officer and other account management services;

- Access to logistics partners;

- Provision of analytics;

- Merchant Services Helpline Number (Mon – Fri; 08:00 – 18:00)

- E-marketing, and other marketing services as available and appropriate.

Azany Limited may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Merchant will be informed before provision of the said services.

Azany Limited reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.

The Merchant agrees to use reasonable diligence in providing Azany Limited with genuine products, up-to-date product quantity information and accurate product information.

3. Compensation

For all of the Services provided by Azany Limited under this Agreement, the Merchant shall compensate Azany Limited , with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all Merchants; or agreed in advance between both parties, or detailed elsewhere on the Azany Limited website.

Every Merchant shall have an opening/ minimum balance of N10, 000.00 (Ten Thousand Naira) only in his/her Azany Limited Wallet upon registration with Azany Limited. Azany Limited shall have the right to deduct commissions for all “Self-fulfilled Orders” directly from the Merchant’s Azany Limited Wallet or from his/her designated Bank Account in the event his/her wallet is empty.

Azany Limited will from time to time review the category commission structure and will notify the Merchant of any changes by communicating directly to Merchants, or publishing the same on the Merchant portal, or on Azany Limited ’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place.

Azany Limited will remit payments for sales generated by the Merchant on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.

MERCHANTS TERMS AND CONDITIONS

4. Confidentiality

The Merchant and Azany Limited acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of Azany Limited. Merchant shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Azany Limited ’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.

5. Independent Contractor

Azany Limited shall be deemed as an independent contractor. Azany Limited will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Merchant will not withhold or pay any income tax, social security tax, or any other payroll taxes on Azany Limited ’s behalf. Azany Limited is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Merchant. Azany Limited understands that it will not be responsible for any fringe benefits that Merchant provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.

6. Entire Agreement

This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. Azany Limited reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Azany Limited website.

7. Indemnification

Merchant warrants that everything it gives Azany Limited to use in the delivery of the Services or any deliverable is legally owned or licensed to the Merchant. The Merchant agrees to indemnify and hold Azany Limited, its employees and associates harmless from any and all claims brought in the performance of the Services.

Merchant shall indemnify and hold Azany Limited harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Merchant (“Third Party Claim”).

8. Limitation of Liability

A. Notwithstanding applicable returns policy, Merchant further covenants to:

MERCHANTS TERMS AND CONDITIONS

- Pick up fresh returned orders from the Azany Limited Pick Up Centres within 7 days of notification of such return via SMS or e-mail, failing which, the order will be sent back to Azany Limited ’s Warehouse and another notification to the merchant to request for the delivery of same at their own expense.

-If the item remains unrequested for a while at the Azany Limited Warehouse, Azany Limited shall send a notification of the daily cost of demurrage to the merchant at N500.00.

- If the merchant fails to respond after 10 days, Azany Limited shall notify merchant by sending reminder emails or SMS every day, for an extra 4 days.;

- In the event that the goods are not picked up from the Pick Up Centres after 7 days and still remain un-requested for after 14 days elapses, such Merchant goods shall be forfeited to Azany Limited who shall be at liberty to dispose same as it deems fit.

B) Merchant agrees to indemnify, defend and hold harmless Azany Limited against and from any third-party claims (including reasonable legal or arbitration costs) arising from:

o Any breach or default on the part of the merchant of any obligations

o Negligent act or omission of merchant; or

o Wilful violation of the law, wrong description and price of products advertised; or

o An offence committed by merchant.

o Provision of fake, inferior or substandard products that have been sold as genuine;

o Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC, SON etc);

o Fails to meet the Quality of Service Standards (QoS) as defined in our Merchant’s ratings system (details on request);

o Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading.

Set Off

1. The Merchant hereby authorizes Azany Limited to set-off by whatever means the whole or any part of Merchant’s liabilities to Azany Limited or its customers under this Agreement (or any other contract with us) against any funds or goods credited to or owing to the Merchant under this Agreement (or any other contract with us).

2. Azany Limited may exercise this right of set-off at any time, without notice to the Merchant, whether either liability is present or future, cash or assets, and whether or not either liability arises under this Agreement.

MERCHANTS TERMS AND CONDITIONS

3. If the liabilities to be set off are expressed in different currencies or forms, Azany Limited may convert either liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse Azany Limited for the amount owed, the Merchant shall immediately pay Azany Limited such outstanding amount. The Merchant shall hold harmless any financial institution that follows our request pursuant to this clause. Any exercise of Azany Limited ’s right under this provision is without prejudice and in addition to any rights or remedies available to Azany Limited under this Agreement or otherwise.

Term & Termination

Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party.

Azany Limited has the right to evict the Merchant from Azany Limited’s platforms if any, or a combination, of the following breaches are committed:

o Fails to make a product that has been sold on Azany Limited Mall available for delivery within three (2) business days after it was supposed to be available for delivery;

o Provides fake, inferior or substandard products that have been sold as genuine;

o Provides used, refurbished or damaged products that has been sold as new or unused;

o Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC etc);

o Fails to meet the Quality of Service Standards (QoS) as defined in our Merchant ratings system (details on request);

o Engages in any activity which would be considered illegal under Nigerian law or the law of any jurisdiction the Merchant is operating from, or engages in any activity that could be considered as fraudulent or misleading;

o Engages in any activity that brings Azany Limited, or any of Azany Limited ’s partners or other mall vendors into disrepute.

Azany Limited reserves the right to alter these QOS rules at any time, and in the event of any changes Azany Limited will inform the Merchant by publishing the same on Azany Limited ’s website. Azany Limited may send a formal warning to the Merchant after each incident.

Force Majeure

MERCHANTS TERMS AND CONDITIONS

The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement..

Entire Agreement

This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. Azany Limited reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Azany Limited website.

Insurance

Merchants shall be responsible for insurance in relation to goods shipped to customers.

Copyright and Infringement Trademark

Azany Limited respects all copyright and trademarks of others. As a Merchant on our website you must in turn respect these rights. Azany Limited will immediately terminate or suspend a Merchant who infringes another’s trademark or copyright.

Independent Contractors

The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.

Restrictions and Prohibitions

• All product descriptions must be true, accurate and non-misleading.

• Products sold by Merchants must not be fraudulently obtained or involve the sale of counterfeit or stolen items.

• Merchants must not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Azany Limited will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of Merchants who may be infringers.

MERCHANTS TERMS AND CONDITIONS

• Merchants must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising).

• Products/description of products must not be defamatory, trade libellous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities.

• No display of images containing pornography is permitted.

• You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;

• Merchants must not incur liability for Azany Limited and its subcontractors or expose them to undue risk or otherwise engage in activities that Azany Limited, in its sole discretion, determines to be harmful to Azany Limited's affiliates, operations, reputation, or goodwill.

• Merchants must not post or display any materials that exploits or otherwise exploits children under age of 18 years.

• Merchants must not conduct activities such as gambling, sweepstakes, raffles and lotteries.

Azany Limited is compliant with all the Money Laundering Regulations and all Money Laundering activities are prohibited.

Governing Law and Dispute Resolution

As regards any dispute relating in any way to your use of any Azany Limited Service, or to any products or services sold or distributed by Azany Limited or through Azany Limited and its sister companies or partners, merchants do hereby covenant that they shall not commence or maintain any suit against Azany Limited whether at law or in equity, but Parties shall use all reasonable endeavours to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion. If the dispute cannot be resolved by mutual discussions within a period of fourteen (14) days from the date of notice, such dispute or claim will be resolved by binding arbitration, rather than in court. And the decision by the arbitrator shall be final. Each party shall provide his/her own arbitrator at their own cost. Both arbitrators shall agree on a neutral arbitrator whose decision will be final. The fee for the Neutral arbitrator shall be shared equally by both parties. The Arbitration shall be carried out in accordance with the provisions of the Arbitration and Conciliation Act Cap A18 Laws of the Federation 2004 or any amendment or re-enactment thereof. The Arbitration shall take place in Lagos, Nigeria and be conducted in English Language.

Who We Are

At Azany, we believe that shopping should know no boundaries. We are dedicated to breaking down barriers and connecting people from all corners of the world through culture, community, and commerce. With our innovative multi-currency card and global reward point system, we aim to make international shopping as easy and enjoyable as shopping in your own neighborhood.

BBB Accredited

This signifies our commitment to maintaining high standards of integrity and customer satisfaction