Welcome to VerifyMe Managed Verification Platform (the "Platform"), a digital platform that provides virtual verification services which enables seamless and real-time personal identification verification and other KYC services. This Platform is brought to you by VerifyMe Nigeria Limited ("VerifyMe", "we", "us", or "our").

Consent

This Terms of Use constitutes a legally binding contract between you, (whether as a guest or registered user) and VerifyMe in your access and use of the Platform as well as its content, website, services and functionality made available on or through the Platform (collectively referred to as "the Services"). We therefore kindly request that you carefully read through these Terms and Conditions of Use (the "Terms of Use") before using the Platform.

By using the Platform, you accept the terms and conditions contained on this Platform, which shall govern your use of this Platform, including all pages or links on the Platform. If you do not agree to these Terms of Use or our Privacy Policy, please do not use the Platform and/or the Services and exit immediately. In addition, if you do not agree to these Terms of Use or our Privacy Policy, you agree that your sole and exclusive remedy is to discontinue using this Platform. That notwithstanding, if you proceed to browsing, accessing, or otherwise using the Services in any manner, it will be deemed that you have accepted, without limitation or qualification, both the Terms of Use and our Privacy Policy for the Platform (the "Policy").

Review of Terms of Use

We may, at our sole discretion, review, revise and/or update this Terms of Use on the Platform at any time. We therefore advise that you read through this Terms of Use periodically. You further agree that we will have no further obligation to notify you of any modifications and such updates or modifications shall become effective immediately upon the posting thereof or on any specified date. The most current version of the Terms of Use can be accessed at any time by selecting Terms of Use link at the bottom of the home page of our website.

Age

You must be at least 18 (eighteen) years old to use our Platform or any of our Services; by using our Platform or agreeing to these terms and conditions, you represent and warrant to us that you are at least 18 years of age. Individuals under the age of 18, or applicable age of maturity, may utilize our Services only with involvement of a parent or legal guardian, under such person’s account.

Security of Password

To fully enjoy our Services, you may be required to create an account and in which case you will be given (or you may provide) a username and password. Certain areas of our Services are only accessible through the use of username and passwords ("User Restricted Areas"). Please note that you are fully and solely responsible for any and all use of the Services and such, you are required to keep your password secret at all times. Do not share your password with any third party or allow another person to access the User Restricted Areas using your password. Kindly notify us immediately if you have any reason to believe that your username or password has been lost or compromised or misused in any way. Also immediately report any unauthorized or suspicious activity in your account.

User Information/Know- Your-Customer (KYC) Requirements

In creating an account and registering on our Platform, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as:

A copy of your certificate of incorporation (for organisations) or government-issued photo ID, such as a passport, driver’s license or other valid means of identification;

Such other information and documentation that we may require from time to time.

You hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and other relevant information.

Service Terms

The Platform allows users to request for Services. Accordingly, by using our Platform, you agree to be bound by the following terms:

As a User of the Platform, you are responsible for making your own decision based on your independent enquiries, appraisals, judgment, wisdom and risks. Neither VerifyMe nor its affiliates, employees, directors or agents shall be liable for any damage, direct or indirect or loss or costs incurred due to the use of or relying upon any information, report, verification or contents of this site or any website linked to this Platform.

As a User of our Platform, you are only granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Platform. All rights not expressly granted to you in these Terms of Use or any specific Service Level Agreement are reserved and retained by VerifyMe.

Permission is granted to temporarily download one copy of the materials (information or software) on the Platform for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

• Modify or copy the materials;
• Use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
• Attempt to decompile or reverse engineer any software contained on VerifyMe website or Platforms;
• Remove any copyright or other proprietary notations from the materials.
• Transfer the materials to another person or "mirror" the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and in any event, may be terminated by VerifyMe at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

Available Content and Use

Content Description:

The Platform contains variety of Contents (which includes but not limited to text, data, information, files, documents, software, scripts, layout, design, function, aesthetics, graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials) that you may view, access or download (but only as expressly permitted herein) on the Platform.

Proprietary Rights

All the contents of the Platform, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by VerifyMe, its affiliates and where applicable, to third parties and regulatory agencies who have licensed such rights to VerifyMe ("Licensors"). Hence, the Platform is protected by copyright, trademark, and other applicable intellectual property rights/laws. Except as specifically permitted herein, you shall not copy, reproduce, republish, upload, post, transmit, modify, transfer, assign, gift, create alternate database, sell, decompile or replicate the whole or part of or distribute the contents of or the Platform or any part of it in any way, including by e-mail or other electronic means, without the prior writtenconsent of VerifyMe.

Restrictions on the use of the Platform

Please note that the Contents of this Platform are solely for your information and use, as intended through the provided functionality of the Services and permitted under this Terms of Use. As such, you:

• shall not use our Platform in any way or take any action that causes or may cause damage to the Platform or VerifyMe, or impair the performance, availability or accessibility of the Platform;
• shall not use our Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity or in any way that breaches any applicable law or regulations, including the Nigeria Data Protection Regulations 2019;
• shall not to circumvent, disable or otherwise interfere with security-related features of the Services, including security features that prevent or restrict the use or copying of any content;
• shall not use data collected from our Platform for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing or direct mailing);
• shall not to alter, remove, or falsify any Content, attributions or other proprietary designations of origin or source of any Content appearing on the Platform;
• shall not use the Platform in any way to create liability, or in any way that causes us to lose the services of our Internet Service Providers or expose us to regulatory sanction;
• shall not download any Content on the Platform unless you see a "download" or similar link displayed by us on the Platform for such content, or unless we permit you to do so.

Disclaimer

Your use of the Services is at your sole risk and the Platform is provided to you on an ‘AS IS’ and ‘AS AVAILABLE’ basis. You therefore agree to evaluate, seek independent advice and bear all risks associated with the use of the Platform.

We will not be liable for any damages (including, without limitation, damages for any consequential loss) howsoever arising and whether in contract, tort or otherwise from the use of or inability to use our Platform, or any of its contents and materials, or from any action or omission taken as a result of using the Platform or any such contents.

All liabilities are excluded to the fullest extent permitted by applicable law including any implied terms, as the Contents of this Platform are provided "as is" without warranties of any kind. We reserve the right to change, revise or update any or the Contents of our Platform at any time without notice to you.

You undertake that:

• you are responsible for your own conduct while using the Platform or Services and for any consequences thereof
• you shall use this Platform and all Services on the Platform only for verification purposes and purposes that are legal, proper and in accordance with this Terms of Use, the Privacy Policy, and any applicable law, rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws.
• You are solely responsible for your interactions with other users of the Platform ("Users") both within the Platform and outside of the Platform. VerifyMe expressly disclaims any responsibility for interactions, loss or liabilities between users or between you and any third party outside of the Platform.

Confidentiality

You undertake that all communication, content, verification reports, intellectual property or other information, personal data and materials on the Platform, either marked ‘confidential’ or is by its nature intended to be for your knowledge alone, shall be kept confidential unless or until you can reasonably demonstrate that such communication, information and material is, or part of it is, in the public domain through no fault of yours. Furthermore, any communication, content, intellectual property or other information, and materials you obtain in terms of or arising from the use of our Platform shall be treated as confidential and shall not be divulged or permitted to be divulged to third parties, without our prior written consent.

The confidentiality obligation in clause 8.1 above shall not apply to information which:

• was in your possession or independently available to you without restriction before receipt from VerifyMe; or
• was a matter of public knowledge except through your own fault; or
• is rightfully received from a third party without a duty of confidentiality; or
• is independently developed without using any of VerifyMe’s confidential information, as evidenced by contemporaneous documentation; or
• is disclosed, with VerifyMe’s prior written approval; or
• is demanded by a governmental, judicial or regulatory order, provided that prior to making such disclosures, written notification of the demand shall first be given to VerifyMe.

Please note that all obligations relating to Confidential Information under this Terms of Use will continue after termination of the Services or your use of our Platform, or termination of your access rights.

Use of suggestions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to VerifyMe (collectively, "Feedback") unless expressly stated to be confidential, are not confidential and you hereby grant to VerifyMe a worldwide, perpetual, irrevocable, royalty-free license to reproduce, implement, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.

Undertakings and warranties

You acknowledge and agree that VerifyMe has permitted the use of our Platform in full reliance on the representations, warranties, undertakings and agreements under this Terms of Use.

You warrant that your use of our Platform is for a lawful purpose, and is based on at least one of the following conditions:

• you have the consent of the identifiable person ("data subject"), whose information you intend to verify;
• it is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract;
• it is necessary for compliance with a legal obligation to which you are subject;
• it is necessary in order to protect the vital interests of the data subject or of another natural person; or
• it is necessary for the performance of a task carried out in the public interest or in exercise of official public mandate vested in you.

You hereby agree as follows:

• not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of any data protection laws or other applicable laws of the Federal Republic of Nigeria or any other jurisdiction where you are resident;
• not to post, publish or transmit on the Platform (a) any message or information under a false name; (b) information that is unlawful, malicious, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, discriminatory, threatening or hateful to any person; or (c) information that infringes or violates any contractual or intellectual property rights of others or the privacy or publicity rights of others;
• not to post, process, publish or transmit any content (including works, data, materials (including without limitation), text, graphics, images, information, audio material, audio-visual material, scripts, software and files) that is illegal or unlawful, infringe any person’s legal rights, or is capable of giving rise to legal action against us or any person (in any jurisdiction and under any applicable law).
• not to transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, malware, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, "Harmful Code") or to do any act capable of disrupting the operation of the Platform; Please note that we do not have an obligation to detect the presence of any Harmful Code. Please note that if you download any Content from the Platform, you do so at your own risk.
• not to use the Platform in any manner that could damage, disable or impair our services or networks;
• not to attempt to gain unauthorized access to the Platform or any user accounts or computer systems or networks, through hacking, password mining or any other unlawful means.

Intellectual Property

VerifyMe shall remain the owner of the know-how, trademarks, service marks, logos, slogans, patents, copyright or other intellectual property rights belonging to it within or outside the Platform. The use of the Platform, and nothing contained herein shall not license nor transfer any intellectual property right belonging to VerifyMe, and you are not allowed to use any such rights belonging to VerifyMe without our written consent.

If you believe that any content on the Platform infringes upon your intellectual property or privacy rights, please contact us through the contact details below.

No Refunds

VerifyMe operates a no refund policy regarding completed Services. We shall not refund you for any payment made for completed transactions notwithstanding the date, time and method of payment adopted. In the event that VerifyMe determines that you are entitled to a refund of any part of the fees you paid in respect of our Services, such refund shall only be made in the form of a ‘Credit’. ‘Credits’ are applicable only toward future fees for use of our service and are not convertible into cash or any other type of monetary refund.

Financial Partners

We partner with other financial/payment service providers in providing our Services to you. In order to enable you make payments on/through the Platform, we may share your information with these financial partners. You therefore authorize us to share your identity and banking information with partner financial institutions in respect of your payments for our Services. VerifyMe shall not be liable for any default, negligence or breach by the financial partners.

Termination/Suspension

In the event of any breach of this Terms of Use, VerifyMe shall have the right to suspend or terminate all or a portion of the Services to you at our discretion, or to restrict your access to the Platform. We reserve the right to revoke, terminate or suspend any privileges associated with accessing the Services for any legitimate reason (including regulatory instruction). You agree that VerifyMe shall not be liable to you or any third party for any termination or suspension of your access to the Platform.

If you wish to close your account, you may do so by contacting VerifyMe’s customer service through the contact details below. Unless otherwise specified and agreed, you shall remain obligated to settle all outstanding payments, if any, relating to your use of the Platform prior to such closure request.

Links to other Platforms

The Platform contains links to other platforms/websites or resources on the internet. VerifyMe has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. When you access third party platforms/websites or links, you do so at your own risk. Links to other platforms/websites do not constitute an endorsement, control, guarantee, authorization or representation of our affiliation with those third parties. Kindly note that this Terms of Use or our Privacy Policy do not apply to those third-party Platforms, as such, you agree that VerifyMe shall not be liable under any circumstances in relation to your use of such other platforms/websites and will not accept liability or responsibility for the use of such sites.

Disclaimer of Warranty

The Platform, its content and all services on the platform are provided "as is" and "as available" without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, VerifyMe, its affiliates and any person associated with VerifyMe and its affiliates, disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement of intellectual property or other violation of rights.

Without limiting the foregoing, VerifyMe does not warrant that access to the Platform will be uninterrupted or error-free, or that defects, if any, will be corrected within any specific timeframe; nor does VerifyMe, its affiliates, nor any person associated with VerifyMe make any representations about the accuracy, standard, reliability, currency, quality, completeness, usefulness, performance, security, or suitability of the Platform. VerifyMe does not warrant that the Platform is free of viruses or other harmful components. You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your login credentials. VerifyMe cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of advice, ideas, information, instructions or guidelines accessed through the Services. It is your responsibility to install or download sufficient software or hardware protection for your device or computer.

Limitation of liability

Each verification conducted on our Platform shall be deemed completed when VerifyMe produces a report showing the outcome of the Verification. VerifyMe does not warrant that the information in the report shall continue to be true or remain unchanged beyond the time of verification. As such, VerifyMe shall not be liable for any loss, claim or liability arising from any subsequent change in the status or correctness of the information contained in the report whatsoever.

Any claim regarding any error contained in any report shall only be raised within 60 (sixty) days from the date the report was delivered to you.

VerifyMe shall not be liable where any delay, error, or breach was caused by your negligence, breach, delay, or provision of erroneous information. In such circumstance, any additional verification conducted by VerifyMe to rectify such error shall be treated as a separate instruction and chargeable separately.

VerifyMe and its subsidiaries, affiliates, officers, directors, agents or employees are not liable to you or any other person for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, loss of use, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Platform or Services, whether under breach of contract, tort, negligence, strict liability, malpractice, any other legal or equitable relief or otherwise, even if VerifyMe has been advised of the possibility of such damages.

You hereby release VerifyMe and hold it and its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services. You waive any provisions of any law limiting or prohibiting a general release.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked Platforms or otherwise by third parties other than VerifyMe and received through the Services or any linked Platforms.

Without prejudice to the limitation of liability above, in the event of any problem with the Platform or any of the services on the Platform, you agree that your sole and exclusive remedy is to cease using the Platform. Under no circumstances shall VerifyMe, its subsidiaries, affiliates, officers, directors, agents or employees be liable in any way for your use of Services, including, but not limited to, any errors or omissions in the Platform, downtime, any alleged infringement by the Platform of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Services or our Platforms.

Breaches of Terms and Conditions

Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we shall:

• send you one or more formal warnings in writing to this effect; and/or
• temporarily suspend your access to our Platform; and/or
• permanently prohibit you from accessing our Platform; and/or
• block your access to the Platform; and/or
• commence legal action against you, whether for breach of contract or otherwise; and/or
• suspend or delete your account on our Platform.

Where we suspend or prohibit or block your access to our Platform or a part of our Platform, you must not take any action to circumvent such suspension or prohibition or restriction (including without limitation, creating and/or using a different account).

Indemnification

Without limiting the generality or effect of other provisions of this Terms of Use, you agree to indemnify and defend VerifyMe and its subsidiaries, affiliates, officers, directors, affiliates, agents and employees, parent companies, (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by VerifyMe or any other indemnified party in connection with any third party claims arising out of: (i) your use of the Platform or any part of it; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any obligations, warranties, representations, or undertakings set forth in this Terms of Use or our Privacy Policy; (iv) your breach of the privacy rights (including failure to obtain consent) of any third party.

This indemnity obligation shall survive this Terms of Use and your use of the Platform. VerifyMe reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with VerifyMe in asserting any available defenses.

Sanctions and Export Policy

VerifyMe is committed to adhering to the economic sanctions and export control laws and regulations that apply to our operations. All individual and Corporate Users (including their directors, officers, employees and agents) who are the subject to any sanctions either in Nigeria or your home country, which prohibits your access or use of our Platform or Services are advised to strictly comply with such restriction. You must also comply with all Nigerian or other export restrictions that may apply to our services, software, technology, and services.

Governing law and dispute resolution

This Terms of Use and all disputes and matters arising from the Platform (or its use) shall be governed by the laws of the Federal Republic of Nigeria.

In the event of a controversy, claim or dispute arising out of or relating to this Terms of Use, our Services or your relationship with us, you agree that both parties shall first attempt in good faith to resolve such controversy, claim or dispute promptly by negotiation. You shall, before exploring any other remedy in law, notify VerifyMe of the dispute or complaint through the contact details below. If parties are unable to resolve the controversy, claim or dispute through negotiation, parties shall further attempt to resolve the dispute through mediation at the Lagos Multi-Door Courthouse.

Miscellaneous

Entire Agreement: Unless otherwise agreed in writing between you and VerifyMe, this Terms of Use constitutes the sole agreement between you and VerifyMe for your use and the provision of the Platform/Services and the subject matter hereof, and unless other agreed or incorporated herein, no representations, statements or inducements, oral or written, not contained in this Terms of Use shall bind either you or VerifyMe.

Severance: If any provision of this Terms of Use is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Terms of Use and rendered ineffective as far as possible without modifying the remaining provisions of this Terms of Use, and shall not in any way affect any other circumstances of or the validity or enforcement of this Terms of Use.

Waiver: Failure to insist on performance of any of the terms of this Terms of Use will not operate as a waiver of any subsequent default. No waiver by VerifyMe of any right under this Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. Any waiver of any right or obligation under this Term of Use shall only be valid if it is in writing and signed by the Party waiving such right.

Assignment: You shall not assign, transfer or novate your rights or obligations hereunder, in whole or in part without the prior written consent of VerifyMe.

Bindingness: This Terms of Use shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this Terms of Use and of any related notice given in electronic form shall be valid and admissible in judicial or administrative proceedings based upon or relating to this Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Notice/Contact Details

In the case of any complaints or notice of dispute or any other notification, please contact us at: