TERMS OF USE

1. INTRODUCTION

1.1 Doroki is owned and provided by Doroki Commerce Limited (the “Company”); a company duly registered under the laws of the Federal Republic of Nigeria with RC 1818624. Doroki (“Doroki”, “We”, “Us”, “Our”) is an e-commerce platform consisting of a website and mobile application (the “Platform”) which provides an all-in-one point-of-sale solution to aid merchants manage billing, inventory, credit Sales, payments, Khata (digital ledger), eStore, Customer Relationship Management (CRM) and loyalty Programs, (the “Service” or “Services”).

1.2 You must read and understand these terms of use (the “Terms”), as they constitute a binding agreement between you (a user) and Doroki.

1.3 By opening a Doroki Account or using any of the services provided on the Platform and clicking on [“Continue”], [“I Accept”], [“I Consent”], or any similar electronic/offline indication of acceptance that we provide to you, you agree to comply with and to be bound by these Terms, together with Doroki’s Privacy Policy (Accessible at Privacy Policy) and all rules, guidelines, policies, terms, and conditions applicable to such Services, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part of these Terms.

1.4 We may modify these Terms without prior notice to you, provided that We reserve the right to notify you of any changes to the existing terms or the addition of new terms by posting an updated version of these Terms on the Platform or delivering notice to You electronically. Your continued use of the Service in such instance will constitute your consent to the updated terms.

2. DOROKI’S SERVICES

2.1 A User may access any of the following activities via the App (Including such features as may be incorporated from time to time):

2.2.1 Inventory Management: effectively manage products at Barcode, stock levels, and providing comprehensive stock information for your entire catalogue;

2.2.2 CRM & Loyalty:access a suite of CRM tools and loyalty point systems designed to enhance customer satisfaction and loyalty to your brand;

2.2.3 Quick Bill: generate invoices swiftly and effortlessly without the need to add products to a catalogue, ensuring efficiency and convenience;

2.2.4 Billing: utilize an intuitive and user-friendly application for all your billing requirements, streamlining the billing process for enhanced productivity;

2.2.5 Digital Ledger: digitize your khata (Digital Ledger) to maintain accurate and error-free records of credit and debit transactions, ensuring transparency and accountability; and

2.2.6 E-Commerce: exploit online commerce for the sale and purchase of goods and services through your Doroki eStore (the “Store”), expanding your reach and enhancing customer convenience.

2.2.7 Multiple Location Features:Multiple location features: Manage multiple locations without any hassle. Add, view, and analyze multiple locations with a click.

2.3 Our Services may from time to time enable you access or provide you with third party services, products and tools for enhancing and your overall user experience, including, without limitation third party licensed content, third party applications and widgets , media distribution services, payment providers, sellers of tangible products, domain registrars third party designers who may assist you with your platform, etc. (collectively, “Third Party Services”).

3. REGISTRATION AND ACCOUNT TERMS

3.1. To use our Services or access our Platform, we require that you create a Doroki account (“Account”) by providing us with your full legal name, current address, phone number, a valid email address, and any other KYC information indicated as required. We however reserve the right to reject your application for an Account, or cancel an existing Account, for any reason, in Our sole discretion. Upon creating a Doroki account, a PAGA account will automatically be generated. This grants us the authority to debit or credit the PAGA account on the user’s behalf to facilitate the delivery of our services.

3.2. You will require a mobile phone (Android enabled) and internet connection to use the Platform.

3.3. You must be at least Eighteen (18) years old, with legal capacity to accept these Terms and enter into transactions with third parties; if You are a business or corporate organization, be duly registered/incorporated entity in Nigeria and have obtained all licenses, permissions, agreements, and other consents required to carry on your business or to be bound by these Terms. You agree not to misrepresent Your identity or Your user information.

3.4. You confirm that you will use Our Platform and Services for the business purposes only and not for any personal, household or family purpose.

3.5. The entity or individual signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of these Terms and will be the person who is authorized to use any corresponding Account we may provide to the

Store Owner in connection with the Service. You agree that you shall be responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.

3.6. Our Services include both paid / subscription services and free Services. By signing up for a subscription service, including after any free trial period, you agree to pay the subscription fee and any applicable taxes. Each subscription gives access to a single licence.

3.7. We however reserve the right to to change the account type and suspend or terminate the Doroki account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

3.8. We may ask you to complete additional verifications before it allows you to register an Account.

3.9. If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to these Terms.

3.10. Your Doroki Store can only be associated with one Store Owner.

3.11. You acknowledge that Doroki will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Us and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Doroki can only be authenticated if they come from your primary Account email address.

3.12. You are responsible for keeping your password secure. Doroki cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

3.13. You acknowledge that you are responsible for the creation and operation of your Doroki Store.

3.14. You acknowledge that all contracts of/for sale through your Doroki Store shall be directly between you and the buyer and in no circumstance shall Doroki be a party to it.

3.15. You shall be responsible for all your Account activities as well as content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account/Store (“Materials”)

3.16. A breach or violation of any term in these Terms or any applicable law, as determined in the sole discretion of Doroki may result in the suspension or termination of your Account and the Services we provide to you.

3.17. If you are a parent or guardian and become aware that Your child or ward has provided Us with any information without Your consent, please contact Us immediately at privacy@doroki.com.

4 GENERAL TERMS

4.1. Your use of the Doroki Account shall not be for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, the laws applicable to you in your customer’s jurisdiction, or any laws of the Federal Republic of Nigeria. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under these Terms.

4.2. You agree that you shall not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Services, or access to the Services without Our express written permission.

4.3. You shall not purchase search engine or other pay-per-click keywords, or domain names that use Doroki or Doroki trademarks and/or variations and misspellings thereof.

4.4. You understand that your Materials (not including payment card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. All card information is always encrypted during transfer over networks.

4.5. All the provisions of these Terms shall be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. Doroki shall be permitted to assign these Terms without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without Our prior written consent, to be given or withheld in Our’s sole discretion.

4.6. Doroki shall have no liability directly or indirectly to your customers under any terms of sale or any other contract.

4.7. By using the Platform and providing user Information to Us, you authorize Us to obtain, directly or indirectly (through our third-party service providers) and without any time limit or fee, information about You from other third-party websites and databases as necessary to provide the Services. For this purpose, you grant Us and Our third-party service providers a limited power of attorney, appointing Us and our third-party service providers as Your true and lawful attorney-in-fact and agent, with the full power of substitution, to access third-party websites, servers, and documents; retrieve information; and use your Account information as described above, with full power and authority to perform all necessary actions as fully as you could do in person.

4.8. You agree and undertake not to:

4.8.1. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Doroki Platform, the Doroki Services (or any part thereof), any Materials offered by Doroki.

4.8.2. use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;

4.8.3. phish, collect, upload, or otherwise make available payment card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS (Payment Card Industry Data Security Standard) when applicable;

4.8.4. upload, insert, collect or otherwise make available within the Platform or the Services (or any part thereof), any malicious, unlawful, defamatory or obscene content or Material;

4.8.5. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or its data and/or Material), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;

4.8.6. act in a manner which might be perceived as damaging to Doroki’s reputation and goodwill or which may bring Doroki into disrepute or harm;

4.8.7. impersonate any person or entity or provide false information on the Platform and/or your Store, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Us and/or any end users;

4.8.8. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Doroki or any third party endorses you, your Store your business, your user products, or any statement you make;

4.8.9. reverse look-up, trace, or seek to trace another user of the Services, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent;

4.8.10. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, other user’s Stores, the account of another user(s),

or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;

4.8.11. probe, scan, or test the vulnerability of the Doroki Services or any network connected to Doroki’s Services;

4.8.12. upload to the Doroki Services and/or your Store or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

4.8.13. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

4.8.14. use any of the Services and/or your Store in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;

4.8.15. access to the Services, other user Accounts, Materials, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces;

4.8.16. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services and/or Licensed Content; or

4.8.17. access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.

5. DOROKI’S RIGHTS

5.1. We reserve the right but not the obligation to amend or terminate the Services for any reason, without prior notice at any time, provided that upon an amendment of these Terms or the Service, we will provide you with notice electronically.

5.2. We reserve the right but not the obligation to refuse Our Service to anyone for any reason at any time.

5.3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a

Store, or the Materials uploaded or posted to a Store, violate these Terms or the Agreement.

5.4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Doroki customer, Doroki employee, member, or officer will result in immediate Account termination.

5.5. You acknowledge and agree that by this Agreement, We make no promise of exclusivity in any market segment, hence We reserve the right to provide our Services to your competitors.

5.6. Where there arises a dispute regarding Account ownership, we reserve the right to request further documentation to determine or confirm Account ownership. These may include, but not be limited to, a scanned copy of your registration or incorporation documents, business license, government issued photo ID, the last four digits of the debit or credit card on record, your status as an employee of an entity, etc.

5.7. We retain the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Doroki reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. CONFIDENTIALITY

6.1. Each Party shall keep confidential, any information concerning the other Party, which comes to its knowledge as a result of the Services. These shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary (“Confidential Information”) . Doroki’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

6.2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this clause. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law,regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms ; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.

7. LIMITATION OF LIABILITY

7.1. You expressly understand and agree that, to the extent permitted by applicable laws, Doroki shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

7.2. To the extent permitted by applicable laws, in no event shall Doroki or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

7.3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied, or statutory.

7.4. While Doroki commits to provide reliable and high-quality services, we do not guarantee that the Services will always operate without interruptions, delays, security vulnerabilities, or errors. However, we are committed to resolving any issues that arise promptly and maintaining the performance and security of our Services.

7.5. Doroki does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

7.6. Doroki is not responsible for any of your tax obligations or liabilities related to the use of the Services.

7.7. Doroki does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

7.8. IN NO EVENT WILL DOROKI OR ITS AFFILIATES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE TRANSACTION OR ONE THOUSAND UNITED STATES DOLLARS ($1, 000), WHICHEVER IS LESSER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH DOROKI’S WEBSITE, PLATFORM OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF DOROKI’S PLATFORM, WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

7.9. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY DOROKI PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF THE DOROKI'S PARTY'S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

8. GRANTS, CONTENT OWNERSHIP & INTELLECTUAL PROPERTY

8.1. Subject to your full compliance with these Terms and timely payment of all applicable Fees, We hereby grant you, upon creating your Account and for as long as We wish to provide you with the Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use our Services and licensed content, for the purpose of generating and displaying your Store to end users and offering your products, solely as expressly permitted under these Terms.

8.2. You shall own all intellectual property pertaining to all Materials uploaded to our Platform or created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. We do not claim ownership rights on your content. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Us to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that We can, at any time in Our sole discretion, review and delete all the Materials submitted to the Platform by You. You further agree that We shall have the non-exclusive right and license to use any such names, trademarks, service marks and logos associated with your Store to promote the Service.

8.3. All rights, title and interest in and to the Services and Platform, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Doroki Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof, are owned by and/or licensed to Doroki.

8.4. These Terms do not convey any right or interest in or to Doroki’s intellectual property (or any part of it), except only for the limited license expressly granted in 7.1 above. Nothing in these Terms constitute an assignment or waiver of Our Intellectual Property rights under any law.

8.5. Should you provide us with any recommendations, suggestions, comments or other feedback relating to the Our Services or Platform (whether existing, suggested or contemplated), which is or may be subject to any intellectual property rights (“Feedback”), such Feedback shall be exclusively owned by Doroki. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) irrevocably assign to Us any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.

9. FEES

9.1. The use of our Services or Platform may be subject to payment of fees, or subscriptions as solely determined by Us (“Paid Services” and “Fee(s)” respectively). We will provide notice of such Fees in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.

9.2. We reserve the right to revise Fees at any time, upon notice to you if such change may affect your existing subscriptions. Where we have granted a discount or made a promotional offer to you, We shall have the right to automatically and without notice renew your subscription to such Service(s) at the full applicable Fee.

9.3. All Fees shall be deemed to be in Naira, except as specifically stated otherwise in writing. To the extent permitted by law (and unless specified otherwise in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Services, or to any payments or purchases made by you. Should Doroki be obliged by any applicable law to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of the Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or payment card companies). Doroki shall not be responsible for any such additional fees or costs.

9.4. As part of registering or submitting information to receive Paid Services, you also authorize Us (either directly or through our affiliates, subsidiaries or other third parties) to request and collect payment and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated bank account, and to make any inquiries We or our affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your payment card company).

9.5. You must keep a payment card stored with Us to pay for your Paid Services (“Stored Card”). You will be able to identify your Stored Card by its last four digits as in your Account Settings Page.

9.6. You hereby acknowledge that Doroki does not provide refunds.

9. SUSPENSION, RESTRICTION TERMINATION & CANCELLATION OF THE SERVICE

9.1 You may cancel your Account and terminate these Terms at any time by contacting Privacy@doroki.com and then following the specific instructions indicated to you in Doroki’s response.

9.2. If you breach any of these Terms or We reasonably suspect that You have breached these Terms, Doroki may (subject to any limits under applicable law), immediately do any or all of the following:

9.2.1. issue a warning to you;

9.2.2. temporarily or permanently remove any Materials;

9.2.3. temporarily or permanently restrict or suspend your right to use the Service;

9.2.4. block computers Using your IP address from accessing Our Services;

9.2.5. contact any or all of your internet service providers and request that they block Your access to Our Services;

9.2.6. institute legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

9.2.7. take further legal action against you;

9.2.8. disclose such information to law enforcement/regulatory authorities as We reasonably feel is necessary to do so.

9.3. Upon termination of the Services by either party for any reason the following shall apply:

9.1.1 We will cease to provide you with the Services and you will no longer be able to access your Account;

9.1.2 unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

9.1.3 any outstanding balance owed to Doroki for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

9.1.3 your Store website will be taken offline.

9.4. If at the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

9.5. We reserve the right to modify or terminate the Service, the Terms and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of these Terms shall be without prejudice to any rights or obligations which arose prior to the date of termination.

9.6. Fraud: Without limiting any other remedies, may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

10. MISCONDUCT AND ABUSE

10.1 While using the Doroki, you may be exposed to other user’s platforms, materials or third party services from a variety of sources, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against Doroki with respect to such content.

10.2 Where you reasonably believe a user or any third-party services have acted inappropriately or otherwise misused any of Our Services, please immediately report such user and/or Third-Party Service to us via Privacy@doroki.com. You however acknowledge and agree that your report shall not impose any responsibility or liability upon Doroki, and that Doroki may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.

11. COPYRIGHT & TAKE DOWN NOTICE

11.1 Doroki shall provide the Services to you in accordance to the Nigeria Copyright Act Cap 28 LFN 2004 (the “Copyright Act”). If you believe that your work has been copied or was otherwise used in a way that constitutes copyright infringement, you may notify us of such infringement via Privacy@doroki.com

11.2 In the event that we receive a notice regarding a copyright infringement related to your user platform or website, We may cancel your Account, take down your User Platform down or remove any Content in Our sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice in via Security@doroki.com if you object to the complaint.

12. THIRD-PARTY RIGHTS

Unless otherwise provided in these Terms, only Doroki and its affiliates, a Doroki Store Owner or anyone accessing Our Services pursuant to these Terms shall have any right to enforce any provision of these Terms. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

13. PRIVACY & DATA PROTECTION

13.1. You acknowledge that we (you and Us) shall each act as joint data controllers AND agree to comply with all applicable data protection laws in respect of personal data processed in connection with these Terms and the Services.

13.2. You acknowledge and agree that Doroki may share your relevant information with Paga to enable the provision of payment services. Such data sharing will be governed by our Privacy Policy and Paga’s Terms.

13.3. Doroki’s privacy notice (Accessible at Privacy Policy) sets out the categories of personal data and other data Doroki collects, how it is used, processed, disclosed and retained, as well as how you or your customers can exercise their rights as data subjects.

13.4. You must comply with and must ensure that your personnel and other representatives comply with the provisions of the data protection Laws applicable to the fulfilment of the terms of sale and processing of personal data. All personnel should be bound by confidentiality obligations when handling personal data. You must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Doroki to be in breach of any provision of the Nigerian Data Protection Act 2023 (“NDPA”). If you ware that data is being processed in a way that does not comply with applicable data protection Law, you should notify Doroki immediately.

13.5. You must promptly (and in any event within twenty-four (24) hours of becoming aware of the matter) notify Us of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to Personal Data ("Privacy Incident"). You shall provide full cooperation and assistance to Usand or affiliates in respect of their efforts to: (i) investigate, remediate, and mitigate the effects of the Privacy Incident; and (ii) assist with notification obligations to individuals, clients, or regulatory authorities.

13.6. Unless provided under NDPA, you shall not transfer any personal data outside of Nigeria unless such transfer is in accordance with the provisions of the NDPA.

13.7. You shall procure that any other person you authorise to process the personal data shall, at no additional cost: implement (and update from time to time as needed) appropriate technical, organisational, and security measures (including any specific security measures instructed by Us) to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, disclosure, or alteration which shall at a minimum be in compliance with the NDPA and good industry practice.

13.8. Upon a party's reasonable written request (the "Requesting Party"), the other party shall provide the Requesting Party with all co-operation and assistance reasonably requested by the Requesting Party in relation to individuals exercising their rights under the NDPA to enable the Requesting Party to respond to that request in compliance with applicable deadlines and information requirements.

13.9. You shall not retain or process any personal data for longer than is necessary in connection with fulfilling a terms of sale, or, if longer, to adhere to its binding requirements under applicable law.

13.10.You shall indemnify and keep Doroki indemnified in respect of all personal data Losses suffered or incurred by Doroki, arising from or in connection with any breach by you or any of your Data processors and sub-processors of its obligations under this clause and or the NDPA.

13.11.The terms, “personal data”, “processor”, “sub-processor”, “personal data breach” , “data controller” shall have the same meaning as stipulated under the NDPA.

14. THIRD PARTY SERVICES

14.1. Our Services may from time to time enable you access or provide you with third party services, products and tools for enhancing and your overall user experience, including, without limitation, payment solution services, third party licensed content, third party applications and widgets , media distribution services, payment providers, sellers of tangible products, domain registrars third party designers who may assist you with your platform, etc. (collectively, “Third Party Services”).

Payment Solution

14.2. Through the Platform a Store Owner can accept payments for goods and services via cash, bank transfer, bank USSD code, QR code scan to pay and any payment methods introduced from time to time.

14.3.By using Doroki’s services, you consent to the automatic creation of an account with Paga (and any of Doroki’s payment solution partners as may be introduced from time to time) on your behalf to facilitate payment transactions, and you authorise Paga to process all payment-related activities associated with your Store.

14.4.By accepting these Terms of Service, you also agree to Paga’s Terms of Service and

14.5.Doroki does not process payments or manage accounts directly. All payment-related services, including debit and credit transactions, settlements, and account management, are conducted exclusively by Paga in accordance with its terms and policies. Doroki merely serves as an intermediary platform enabling Store Owners to interact with Paga’s services.

14.6.You acknowledge and agree that Doroki retains the explicit right to initiate debits or credits to the Paga account associated with your Store, based on your instructions, or as required to settle transactions conducted through the Platform.

14.7. A Store Owner will be able to move out their funds manually or set up automation.

14.8. You will also be able to access alternative means of payment collection aside use of cash, allowing merchants to digitally manage transactions, track expenses, make instant settlements, and navigate through collections.

14.9. You hereby acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you (bundled or integrated within certain Doroki’s Services, offered separately by Doroki or persons certified or authorized by Doroki, or otherwise offered anywhere on the Doroki Services), Doroki merely acts as an intermediary platform between you and such Third Party/Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect your use of the same. Doroki will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third-Party Services.

14.10.Any and all use of such Third-Party Services shall be done solely at your own risk and responsibility and may be subject to such legal and financial terms which govern such Third-Party Services, which you are encouraged to review before engaging with them.

14.11.Doroki reserves the right, at its sole discretion, to suspend, disable access to, or emove from your Account or Platform any Third-Party Services, including Paga services, at any time and without liability to you or your end users.

14.12.If you use Third Parties Services, software or goods while using our Services, you declare that you act in compliance with their terms of use/service and Privacy Policy as of the date of use of such services.

14.13.You acknowledge and agree that at any time and in Our sole discretion, We may suspend, disable access to or remove from your Account, user platform and/or the Our Services, any Third Party Services – whether or not incorporated with or made part of your user Account and/or user Platform(s) at such time – without any liability to you or to any end users.

15. NOTICES

In our sole discretion, We may provide you with notices in any of the following methods: (1) via the Doroki Platform, including by a banner or pop-up within the our Platform; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Our notice to you will be deemed received and effective within twenty-four (24) hours after it was published or sent through any of the methods stated above, unless otherwise indicated in the notice.

16. RELATIONSHIP

These Terms, and your use of Our Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Doroki and you.

17. SEVERABILITY & WAIVERS

If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

18. GOVERNING LAW & DISPUTE RESOLUTION

The validity, construction and performance of this Agreement shall be governed by the laws of the Federal Republic of Nigeria.

You agree to use your best endeavour to amicably settle any dispute or difference of opinion arising from or in connection with this Agreement through mutual discussions. Where the Parties are unable to resolve any and all disputes through mutual discussions, the dispute or difference of opinion shall be settled before a Sole Arbitrator to be appointed by the mutual agreement of the Parties in accordance with the Arbitration and Mediation Act 2023, in Lagos and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. A dispute shall be deemed to have arisen when any Party notifies the other Party in writing to that effect. In the event that the Parties are unable to agree on a sole arbitrator within fourteen (14) Business Days after the declaration of a dispute, such sole arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch) on the application of either Party.

Any and all proceedings to resolve claims will be conducted only on an individual basis and not in a class, consolidated, or representative action or proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favour of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claims. Any relief awarded cannot affect other users of the Service.

Each party will be individually responsible for all costs and fees incurred in connection with any mediation or arbitration, including without limitation, all attorneys’ fees, unless recoverable under applicable law. In the event that the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees and costs we incur.