Platform Agreement

Introduction

This Platform Agreement governs your use of the Services and is a legal agreement between Company and Evea. Unless otherwise specified, "Company" or "you" refers to the company that is applying for or has already opened an Evea Account in order to utilize the Services, and "Evea" or "we" refers to Evea Inc. and its past, present, or future affiliates, successors, and assigns.

You agree to be bound by this Platform Agreement, including the applicable Card/Product Terms and Conditions, and to receive all Notices and communications from Evea electronically by submitting your application to create an Evea Account.

You can only open and maintain an Evea Account and use the Services if you agree to the terms of this Platform Agreement, so please read it carefully.

Any disputes originating under this Platform Agreement must be resolved in an individual arbitration, and not a class arbitration, as required by this Platform Agreement. You recognize and understand that by accepting this Platform Agreement, you are waiving your right to a jury trial, court trial or to file any claims in court arising out of this Platform Agreement, as well as any right to join in a class action or class proceeding pertaining to this Platform Agreement. Please refer to Section 4.7 for further information.

1.Evea Platform

1.1Services

The Services allow you to have access to credit, issue and manage Cards for your business and Users; manage and control spending, expense management and reporting; and access other optional services through your Evea Account, subject to the terms and conditions of the Evea Terms and any related addenda hereto. Evea has the right to alter, modify or provide new Services at any time without prior notice; however, Evea will use reasonable efforts to notify you of any major changes to Services on which you rely.

2.Opening an Evea Account

2.1Eligibility

Companies incorporated and registered in Nigeria (such as LTD/LLCs, Business Names) are eligible to apply for an Evea Account and utilize the Services. Individual consumers, unregistered businesses, unincorporated partnerships, and companies established and/or registered outside of Nigeria are not authorized to open or use an Evea Account or the Services for now, nor are they permitted to attempt to do so.

You acknowledge and understand that transactions on your Evea Account and your use of the Services are commercial in nature, and that certain consumer protection laws and consumer-specific rules do not apply.

2.2Requirements and Prohibited Activities

Company’s Natural Person Applicant Representation

To submit an application to open an Evea Account, the Natural Person Applicant representing and guaranteeing for the company must be an individual that warrants authority within the company and is also an authorized representative of the Company.

The Natural Person Applicant has the authority to provide Company information, submit the application on Company's behalf, enter into binding agreements on Company's behalf, authorize debits from Linked Accounts, and manage Company's Evea Account.

The Natural Person Applicant must acknowledge, with current and accurate information, that:

• Company is a business entity that is duly registered and operational in Nigeria.
• Company has been operational for over 6 months.
• Company is not engaged in any Prohibited Activities.
• All Linked Accounts specified by Company are business accounts, not personal/individual accounts, and are not maintained or utilized for personal, family, or household purposes.
• Company has reviewed this Platform Agreement and the Terms and Conditions, or policies.

Required Information

To apply for and maintain an Evea Account and its Services, certain information must be provided:

Company Data:

• Business info, such as Registered Business Name, Industry, Nature of the business, etc.
• Business address, such as proof of address
• Business details, such as RC Number, Tax Identification Number (TIN), Incorporation year
• Incorporation papers
• Business ownership
• Financial data/information, such as Company’s monthly expense information, etc.
• Details for your Linked Accounts (i.e. Bank Account(s))

Other information may be required or requested from time to time.

Personal Data (of the Natural Person Applicant):

• Full legal names
• Email address and contact information
• Title or role in the Company’s team
• Valid national identification (either international passport, voter’s card, NIN, driver’s license or other national ID)
• Bank Verification Number (BVN)
• Date of birth of the Natural Person Applicant (i.e. the Administrator)

Bank Connection

At least one Bank Account must be linked to your Evea Account. Every linked account must be a business account, not a personal account. You authorize us to verify that the account information you submit for your Linked Account is valid and that the Linked Account is yours, i.e. the business's.

As instructed by the Nigerian Government, financial institutions must gather, verify, and record Company Data and Personal Data identifying firms and their Beneficial Owners and Control Persons in order to assist the government in combating the funding of terrorism, money laundering operations, and other financial crime. You agree to supply all necessary information to create and maintain your Evea Account, as well as to keep such information up to date. As indicated in our Terms and Conditions, we may share this information with our Card Partners and Third-Party Service Providers for these reasons.

Verification and validation of information provided

When creating and managing your Evea Account, Evea and its Partners rely on the veracity of the information you give. During the course of applying for or obtaining certain Services, you may be required to verify previously supplied information or supply new information.

Before submitting Personal Data to Evea, you agree that you have obtained proper consent and authorization from any person whose Personal Data you are providing.

You understand and agree that, as specified in the Privacy Policy and Terms and Conditions, we may use and share Company Data and Personal Data with Partners and Third-Party Service Providers to verify and authenticate the information you have supplied and establish your eligibility for the Services.

While your application is being reviewed, we may reject or approve it, or we may provide you temporary, restricted access to the Services or your Evea Account. If the information you supplied is incomplete, incorrect, or out of date, we will decline your application, halt the supply of the Services to you, or suspend or cancel your Evea Account.

2.3Credit Report Authorization

You authorize us to obtain consumer credit records, which we will use while evaluating your Company’s Evea application. Once your Evea Account is approved and you become an Evea credit card cardholder, you also authorize us to obtain consumer credit reports and other information about you (the Natural Person Applicant/Administrator) from time to time for any legal or commercial purpose, including:

• Extensions/increases of the credit limit on your Evea Account;
• Offering other current or future products and services we think might be of interest to your Company.

2.4Prohibited and Restricted Activities

Your Evea Account and the Services may only be used for legitimate business expenses of the Company, and may not be:

• used for any unlawful or prohibited purpose under this Platform Agreement or the Terms and Conditions;
• used for any personal, family, or home use, or any other activities not for the benefit of the Company;
• used for transactions that involve any Prohibited Activities;
• used by third parties who are unaffiliated with the Company.

Any Evea Accounts that we suspect or know are involved in any of the prohibited activities or otherwise do not comply with the restrictions in this Platform Agreement, as determined in Evea’s sole discretion, or in any other restricted category as determined by Evea or any Issuer in their sole discretion, will be terminated/closed.

A Company that engages in certain restricted activities, as determined in Evea’s sole discretion, will be required to provide additional information in order to create or maintain an Evea Account. At any moment and from time to time, we may update the list of Prohibited and/or Restricted Activities. You agree to check these lists on a frequent basis and to contact us if you have any queries about how this list may relate to the Company's operations.

2.5Data and Privacy

Through your use of the Cards, the Services (including those received through Linked Accounts), and Third-Party Services, the Card Networks, Evea, and Issuers acquire and process Company Data and Personal Data. The Card Networks, Evea, and Issuers may use and disclose Company Data and Personal Data in the following ways:

• to provide Services to Company and Users;
• as required by law or Card Network rules;
• for underwriting, identity verification, and fraud prevention;
• to verify account balances and account information, identify spending patterns, and determine credit limits;
• to analyze and report transactions;
• to report Company performance to credit bureaus;
• for internal analytics and reporting;
• for dispute resolution; and as authorized by law.

Without your approval, we will not share any Company Data or Personal Data with third parties for the purpose of marketing their unrelated products. However, we may use Company Data and Personal Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you for the purpose of promoting them to you, such as rewards, discount or benefits programs.

Evea adheres to the Privacy Policy for processing Personal Data. You recognize, understand, and agree that in order to provide the Services, we will collect, handle, and disclose Company Data and Personal Data in accordance with this Platform Agreement and the Privacy Policy. Evea shall establish safeguards to prevent the risk of loss or unintentional disclosure of Company Data or Personal Data when we share it with our subcontractors or partners.

3.Managing and Using an Evea Account

3.1Authorized Users

Administrators

When submitting your application, you must choose at least one Administrator to handle your Evea Account. You agree that the Natural Person Applicant will be the Administrator for your Evea Account. Administrators must have the necessary capacity and ability to conduct business and manage Company's Evea Account, including connecting and authorizing debits from Linked Accounts, consenting to any new or updated terms and conditions contained in this Platform Agreement or other agreements or policies incorporated in this Platform Agreement, and monitoring Account activities and statements; and Company certifies that any individual named as an Administrator does have the authority. If an Administrator no longer has the necessary power and authority, Company must notify us quickly and appoint a new Administrator for the Evea Account.

3.2Responsibility for Use

The Company is accountable and liable for the activities and inactions of its Administrators, Users, and anyone else who uses the Company's Evea Account using given Credentials.

The Company is responsible for any breach or violation of this Platform Agreement by its Administrators and Users.

3.3Access to Account

You shall keep your Evea Account safe and secure, and only give access to those you've given permission to use the Services on your behalf; and you will not allow anybody else to use the Services without your permission.

You will protect the privacy, confidentiality, and security of User Credentials by taking all precautions. You shall rigorously and routinely monitor the behaviour/activities of Users who access the Services, and you will take all precautions to protect Cards and their details, mobile devices, web browsers, and other items used to access or use the Evea Services.

If you believe or suspect that your Evea Account has been hacked, compromised or may be misused, please contact us immediately.

3.4Fees and Disclosures

Certain transaction fees, misuse of Account or Services fees, late or failed repayment fees, interest charged on late, failed or partial payments (where the payment made is not the full or minimum payment), and other fees linked with some Services may apply, which Evea will disclose prior to charging.

Fees will be disclosed to you when you create an Evea Account, begin using a new Service, or visit our website.

3.5Rewards

Evea has the right to choose when, how, and under what conditions Company or its Users are eligible to earn rewards. The Rewards Terms and this Platform Agreement apply to all rewards. Some or all benefits, including cashback reward credits, may be unavailable for certain Card types or transactions. As stated in the Rewards Terms, rewards may be subject to restrictions, cancellation, or forfeiture. Any entitlement to incentives or benefits will expire if this Agreement is terminated, your Evea Account is closed, or there is a breach of this Agreement.

3.6Changes to the Services

At any moment, we may introduce new Services or modify current ones. Additional Terms will apply to some of these services. You recognize and accept that, in order to use some Services, you must first agree to the Additional Terms that we will provide separately, and such Additional Terms will also be incorporated by reference and become part of this Platform Agreement. Services may vary over time, with some being discontinued and others being introduced.

We cannot promise that all of the Services will be available to you at all times.

3.7Updates to Company Information

Providing Data

You shall keep your Evea Account updated and correct at all times with accurate Company Data and each User's Personal Data.

We may request additional information from you at any time, including Company Data (copies of government-issued documents, business licenses, or other information related to your business) and Personal Data (copies of government-issued personal identification and proof of address) to verify Beneficial Owners or Control Persons, validate information you provided, verify the identity of Administrators or Users, or assess the financial condition of the Company.

Notification of Corporate and Business Changes

At all times, the Company must be lawfully constituted and in good standing under the laws of its jurisdiction of formation.

If any of the following events occur, you shall quickly notify us in writing via mail:

• The nature of the business has changed.
• The business has started participating in any Prohibited or Restricted Activities.
• Beneficial Owners or Control Persons have changed.
• There is a major change in control or ownership of your company (direct or indirect).
• A liquidation, voluntary bankruptcy, or insolvency procedure is planned or anticipated.
• You are a party to a dispute or a regulatory process in which allegations are made that, if upheld in a legal or regulatory procedure or an alternative dispute resolution venue, would have a substantial impact on the Company's financial status.

3.8Identification as Customer

During the period of this Platform Agreement, we may refer to you as an Evea customer on our website and/or in other communications. We shall not make any deceptive statements about partnerships or alliances. You grant Evea a limited permission to use Company trademarks or service marks for this purpose. If you do not want to be identified as an Evea customer, please let us know, and we will remove any references to you from our website and/or other communications.

3.9Property | Ownership and Licenses

Evea is the only owner of all Evea Property. Evea Property may be used only for the purpose specified in this Platform Agreement and the Terms and Conditions by Company, Administrators, and other Users. Evea Property or sections of Evea Property may not be modified, reverse engineered, used to create derivative works, or disassembled, nor may you register, seek to register, or claim ownership in Evea Property or portions of Evea Property.

Evea offers you a nonexclusive, non-transferable license to use Evea Property in accordance with this Platform Agreement and as delivered through the Services. Unless we cancel it sooner, this license expires when this Platform Agreement is terminated.

3.10Beta Services and Feedback

We may make Beta Services accessible to you from time to time in order to test new features or products and obtain feedback. We have the right to modify or terminate Beta Services at any time. If you use Beta Services, you agree to keep information about the Beta Services confidential until we publicly announce the features, products, or programs. You agree that Beta Services may be unstable and prone to frequent, significant interruptions as well as incorrect output and functionality. You agree not to use any Beta Services for any mission-critical or other vital functions unless you take adequate safeguards to avoid loss or damage as a result of such usage. We are allowed to utilize any Feedback we receive concerning the Services or Beta Services in any way we see fit; and Evea is under no duty to reward or credit you for any Feedback you offer/submit, regardless of whether or not we utilize, monetize, or exploit it in any way.

3.11Assignment

Without Evea's express written approval, you may not assign or transfer this Platform Agreement or any of your rights under it, or delegate any of your performance requirements or duties. You must provide us prior written notice if you desire to make such a transfer or assignment, or if the ownership of Company changes. If we agree to such a transfer or assignment, the assignee or successor must acquire all of Company's rights, responsibilities, and liabilities under this Platform Agreement and your relationship with Evea, and must abide by all of the Platform Agreement's conditions.

Without restriction, Evea has the right to assign, pledge, delegate, or otherwise transfer this Platform Agreement, as well as its rights, powers, remedies, responsibilities, and duties, at any time, without providing you any notice. Any such assignee will have the same rights as if it had been originally named in this Platform Agreement.

3.12Account Holds, Suspensions, Terminations, and Other Actions We May Take

We may take a number of actions with or without Notice to protect Evea, its partners, and others if we believe, in our sole discretion, that you have violated the terms of this Platform Agreement by engaging in any Prohibited Activities or Restricted Activities, violated our or others’ rules and rights, engaged in fraudulent activities, or created an undue risk of harm or damage for us, our partners or others.

Among the actions we could take are:

• Immediately and without penalty, terminate this Platform Agreement with you, restrict your company's (Administrators' or Users') access to its Evea Account, and/or close or suspend your company’s Evea Account.
• Refuse to provide Evea’s Services to the company again.
• Debit all amounts owed from your Linked/Unlinked Account, even if payment is not yet due.
• Inform other financial institutions, other impacted third-party partners, law enforcement, and/or other regulators about your fraudulent conduct/activities.
• Correct any false information submitted to us by the Natural Person Applicant, any Administrator or User, or any other employee or associate working under or affiliated with the company’s Evea Account.
• Take legal action against the company, its Natural Person Applicant, any Administrator or User or any other person operating on the company’s Evea Account.

If for any reason you breach this Platform Agreement or engage in any Prohibited or Restricted Activities, you're liable for any damages caused to Evea as a result of your violation and/or such activities.

We will notify you if your Evea Account is closed or your usage of the Services is terminated for any reason. To the extent permitted by law, any reasonable cost we incur while attempting to reach you or any costs we incur in the process of terminating your Evea Account will be deducted from any of your Linked or Unlinked Bank Accounts. You will remain accountable to us for any transactions or liabilities related to your Evea Account, as well as any losses or costs we incur, whether they occur before, during, or after the account closing process.

All reversals, chargebacks, claims, fees, fines, penalties, negative balances, and any liabilities incurred by Evea, its partners, or a third party as a result of your breach of this Platform Agreement and/or your use of the Services are your responsibility.

The measures we may take in regard to your Evea Account may be based on confidential criteria that are necessary for our risk management and the protection of Evea, our partners, Third-Party Service Providers, and others. When analysing the risk connected with your Evea Account, we may apply proprietary fraud and risk modelling. Furthermore, we may be prohibited from sharing some information with you concerning such decisions or acts by law, regulation, or a governmental body. You acknowledge that we are under no duty to provide you with information about our risk management or security practices.

Nothing in this section restricts our rights to decline to offer Services to anybody, at any time and for any reason consistent with applicable law, at our sole discretion.

4.Additional Terms

4.1Term and Termination

This Platform Agreement becomes effective immediately when you accept its terms when creating an Evea Account, and remains in effect until either you or Evea terminates it in accordance with the Terms and Conditions or as specified in this Platform Agreement.

Evea has the right, with or without notice, to cancel this Platform Agreement, or suspend your Evea Account or Cards, at any time and for any reason. Any Cards associated with the Company's Evea Account will instantly expire if the Evea Account is terminated.

By ceasing to use the Services, paying all amounts owed, and providing notice to us, you may ask us to terminate this Platform Agreement. We may decline to terminate this Platform Agreement or close your Evea Account if we suspect that the Evea Account is being closed/terminated to circumvent any legal or regulatory inquiry or investigation. You are liable for any Charges, Fees, Fines, damages, and other sums payable to us as a result of your action or inaction, including those assessed or that may arise after the termination of your Evea Account, as well as any costs we may incur in closing your Evea Account.

Certain provisions of this Platform Agreement shall survive termination if the Platform Agreement is terminated, including:

• Section 2.5: Data and Privacy
• Section 3.2: Responsibility for Use
• Section 3.3: Access to Account
• Section 3.10: Beta Services and Feedback
• Section 3.11: Assignment
• Section 3.12: Account Holds, Suspensions, Terminations, and Other Actions We May Take
• Section 4.1: Term and Termination
• Section 4.2: Notices, Communication/User Notifications, and Monitoring
• Section 4.3: Limitations of Liability
• Section 4.4: Evea’s Disclaimer of Warranties
• Section 4.5: Indemnification
• Section 4.6: Governing Law
• Section 4.7: Binding Arbitration
• Section 4.8: Legal Process

If you reapply for or reopen your Evea Account, or use or attempt to use the Services or Cards, you are consenting to the Platform Agreement in effect at that time.

4.2Notices, Communication/User Notifications, and Monitoring

You accept that by creating an Evea Account you give your electronic signature, thereby giving Evea consent to send you, the Natural Person Applicant, Administrators, or Users Notices, Messages, and User Notifications electronically. You acknowledge that your consent has the same legal validity as a physical signature. You realize that unless you agree to receive Notices electronically, you will not be able to use the Services or Cards. Only by cancelling your Evea Account will you be able to revoke your agreement to receive Notices electronically.

In accordance with the terms outlined in this section, you agree that Evea and any agencies operating on our behalf may send Notices and Messages, including through text or SMS, to the Natural Person Applicant, Administrators, or Users in connection with an application made on behalf of Company, your Evea Account or any activity associated with your Evea Account.

Using the contact data (such as emails and phone numbers) submitted to us or our agents by the Natural Person Applicant, Administrators, or Users, we and our agents may issue Notices or interact with you via mail, messages or phone calls.

Payment notices, legal notices, and any other necessary notices pertaining to your Company's Evea Account will be delivered to the Natural Person Applicant and/or Administrators via email or your Evea Account, and will be deemed received 24 hours after they are sent, with the exception of Notices, Messages, or User Notifications captioned or otherwise designated as "URGENT", "PRIORITY", "EMERGENCY" or "READ IMMEDIATELY", which will be deemed received when sent.

Notices, Messages and User Notifications may involve the use of Credentials, notifications regarding Services, Cards, or Charges (i.e. transactions), and giving the option to respond with information about the Charges on Cards or the Evea Account to the Natural Person Applicant, Administrators, and Users. The Natural Person Applicant, Administrators, or Users may opt out of receiving certain Notices or Notifications (such as mail or messages) through the Evea Account, but this may limit the usage of some Services and may expose the Company to financial risks.

To receive Notices accurately, the Company’s Natural Person Applicant, Administrators, and Users must use updated web browsers and updated computer and mobile device operating systems. You accept that it is exclusively your responsibility to ensure that no Notices are blocked or delayed by any spam filter or other means. If you are having, or suspect you are having, difficulty getting Notices, simply notify us right away.

All charges imposed by Internet or mobile service providers for sending or receiving Notices electronically are the responsibility of the Company’s Natural Person Applicant, Administrators, or Users.

When using any of Evea's products (websites, web applications or mobile applications) or using the Services, you accept/agree that Evea may monitor or record the interactions or activities of Administrators, Users, or persons granted access to the Services or your Evea Account. Any communications may be monitored or recorded by us or our agents for quality assurance or other legitimate business objectives.

4.3Limitations of Liability

In relation to your Evea Account and your use of the Services, Evea's liability is restricted. Unless prohibited by applicable law or rules, Evea will not be liable to you for any consequential, indirect, special, exemplary, or punitive damages, lost earnings or revenue, reputational harm, physical injury, or property damage arising from or related to your Evea Account, Evea's systems and Services, your use of or inability to use the Services or Cards, or this Platform Agreement, whether or not we were advised of their possibility by you or third parties.

4.4Evea’s Disclaimer of Warranties

THE SERVICES, BETA SERVICES, AND EVEA PROPERTY ARE PROVIDED AS IS AND AS AVAILABLE TO YOU. EVEA EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO EVEA PERSONNEL IS AUTHORIZED TO MAKE ANY SUCH WARRANTY, AND NOTHING AT ALL IN THIS PLATFORM AGREEMENT IS TO BE INTERPRETED AS PROVIDING OR APPEARING TO SUGGEST ANY SUCH WARRANTY TO YOU.

EVEA DOES NOT PROVIDE OR CONTROL THIRD-PARTY SERVICES. EVEA DOES NOT PROVIDE SUPPORT FOR THIRD-PARTY SERVICES AND DISCLAIMS ALL LIABILITY FOR FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

EVEA IS NOT AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, HARM, OR LOSSES TO YOU RESULTING FROM UNAUTHORIZED ACCESS OR USE OF YOUR EVEA ACCOUNT OR THE SERVICES. EVEA EXPRESSLY DISCLAIMS SUCH LIABILITY.

EVEA EXPRESSLY MAKES NO WARRANTIES AND DOES NOT GUARANTEE THAT:

• (A) THE SERVICES AS WELL AS INFORMATION PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ERROR-FREE;
• (B) THE SERVICES WILL MATCH YOUR EXACT REQUIREMENTS OR NEEDS;
• (C) AT ANY TIME OR LOCATION, COMPANY, ADMINISTRATORS, OR USERS WILL BE ABLE TO USE THE SERVICES;
• (D) CERTAIN MERCHANTS WILL ALLOW PURCHASES TO BE MADE WITH CARDS ISSUED BY AN ISSUER;
• (E) THE SERVICES WILL BE UNINTERRUPTED, SAFE, AND FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND
• (F) WE WILL CORRECT ANY IMPERFECTIONS IN THE SERVICES, EVEN IF WE HAVE BEEN INFORMED OF THEM.

4.5Indemnification

You agree to indemnify Evea, our partners, affiliates, and Third-Party Service Providers (each an "Indemnitee"), and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Evea or any of the other Indemnitees specified above by any third party due to the breach by Company or by any Administrator or User of this Platform Agreement, the Terms and Conditions, any terms applicable to any Third-Party Services and/or any other agreements with Evea or any Financial Institution Partner, or that otherwise relate to the Services, Cards or Third-Party Services; or Company's use of any Beta Services or Third-Party Services.

4.6Governing Law

This Platform Agreement shall be interpreted and enforced in accordance with the laws of the Federal Republic of Nigeria applicable to contracts entered into and executed in Nigeria.

4.7Binding Arbitration

PLEASE READ THIS PROVISION ON "BINDING ARBITRATION" CAREFULLY. IN THE EVENT OF A DISPUTE WITH EVEA, IT LIMITS YOUR RIGHTS.

Unless your Dispute is subject to an exemption to this agreement to arbitrate set out below, you and Evea agree that any and all past, present, and future Disputes will be resolved by arbitration. You and Evea further agree that any arbitration under this Section shall not proceed as a class, group or representative action. The arbitrator's decision can be enforced in any court with jurisdiction.

Evea desires to resolve your concerns without resorting to formal legal action. You agree to try to resolve the Dispute informally before filing a claim against Evea by notifying Evea of the actual or possible Dispute in writing. Likewise, Evea will also provide you with notice of any real or potential Dispute in order to attempt to resolve any claim we may have informally before taking any official action.

The party providing the notice of the actual or possible Dispute (the "Notifying Party") will include the name of Company and the Notifying Party's contact information for any communications pertaining to the Dispute in the notice (a "Notice of Dispute"), and enough information about the Dispute to allow the other party (the "Notified Party") to comprehend and evaluate the concerns made. If the Notified Party responds within ten (10) business days of receiving the Notice of Dispute that it is ready and prepared to engage in good faith discussions in order to settle the Dispute informally, then each party shall immediately take part in such discussions in good faith.

If a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration procedure as described below. If any party attempts to initiate arbitration without first delivering a Notice of Dispute and otherwise fulfilling all of the responsibilities set out in the preceding paragraph, the arbitration will be cancelled, and the claim will be dismissed with prejudice by the arbitrator(s), awarding the other party all of the costs and expenses (including, but not limited to, reasonable legal fees) incurred in relation to the Dispute.

Arbitration procedure

In the event you and Evea cannot resolve any Disputes informally as described above, you and Evea both agree to arbitrate, to resolve a Dispute through final and binding arbitration pursuant to the terms of this section.

You and Evea agree that the arbitration will be conducted under the Nigerian Arbitration and Conciliation Act ("ACA") and its Arbitration Rules (the "Rules"). A party that wishes to initiate arbitration must submit a formal written Demand for Arbitration to the other party, as stipulated in the ACA Rules.

Arbitration will proceed on an individual basis before a single arbitrator. The single arbitrator will be chosen by the parties from the ACA's registry of arbitrators and will be either a retired judge or an attorney licensed to practice law with expertise in arbitrating or mediating conflicts. If the parties cannot agree on an arbitrator within fifteen (15) days of delivery of the Demand for Arbitration, then the ACA will appoint the arbitrator in accordance with the ACA Rules.

You and Evea further agree that the arbitration proceeding will be held in the English language and shall take place in Lagos, Nigeria, or, if you so choose, all proceedings can be conducted via videoconference, telephony or other remote electronic means. Filing costs and administrative fees shall be paid in accordance with the ACA Rules. Each party is responsible for its own legal fees and out-of-pocket expenses incurred in connection with the arbitration, except for the appropriate apportionment of any administrative fees and expenses or arbitrator fees and expenses associated with the arbitration, which shall be determined by the arbitrator in the arbitration award. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitral award must be in writing and signed by the arbitrator, according to Section 26 of the ACA. It must also provide the grounds for the ruling, as well as the date and location of the arbitration. In Nigeria, an arbitral award is final and cannot be appealed.

The arbitrator must take reasonable precautions to protect sensitive and confidential information. The arbitration proceedings, as well as any information relating to them, shall be kept confidential, including the nature and details of the Dispute arbitrated, evidence produced, testimony given, and the arbitration outcome, unless such information was already in the public domain or was obtained independently of the Dispute. Unless compelled by law, Company and Evea, as well as any witnesses, advisors, and arbitrators, will only communicate/share information that is necessary to prepare for or conduct arbitration or other legal procedures, or to enforce the outcome of the same.

Prohibition of Collective Arbitration – Class and Representative Actions

You and Evea agree that, regardless of what the Rules say, any Dispute will be arbitrated on an individual basis. No arbitration shall proceed on a class, group, representative, collective, or coordinated basis, even if the arbitration claim or claims had been asserted or could have been asserted in court on a purported class, group, representative, collective, or coordinated basis. You and Evea agree that you and Evea are not permitted to file a claim as part of a class, group, representative, collective, coordinated, consolidated, or mass arbitration/litigation (each, a "Collective Arbitration"). Unless all Parties to the arbitration consent in writing: (a) no Party to the arbitration shall join, consolidate, or otherwise bring claims for or on behalf of two or more persons or entities in the same arbitration unless those persons or entities are parties to a single transaction; and (b) an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not determine the rights, obligations, or interests of anyone other than a named party, or resolve any claim of anyone other than a named party, nor make an award for the benefit of, or against, anyone other than a named party. Any attempt by the arbitrator to dismiss, waive, revise, modify, or fail to enforce this provision, whether through a rule, policy, arbitration decision, or other means, shall be null and unenforceable. Any challenge to the validity of this provision must be decided solely by a court of competent jurisdiction (in Lagos, Nigeria), not by the ACA or any other arbitrator.

Severability

If any element of this Binding Arbitration provision, excluding the Prohibition of Collective Arbitration, is found to be unlawful or unenforceable by a court, then the remaining portions of this section shall remain valid and enforceable. In the event that a court finds any part of the Prohibition of Collective Arbitration provisions to be invalid or unenforceable for any reason, and that judgment or decision is not overturned after any rights to appeal have been exhausted, then any claim that cannot be arbitrated in accordance with the Prohibition of Collective Arbitration provisions will be invalid or unenforceable and must be severed from arbitration and litigated in court.

Future Amendments to this Binding Arbitration Provision

You and Evea agree that any future amendments to this Binding Arbitration provision will not apply to any claim that was filed (in a legal proceeding against us) before the amendment's effective date. On and after the amendment’s effective date, the amendment shall apply to any and all subsequent disputes or claims between you and Evea governed or regulated by this Binding Arbitration provision.

Evea shall notify the Company’s Evea Account Natural Person Applicant and/or Administrator(s) via email of any amendments to this Binding Arbitration provision; the amended terms will be posted on Evea’s website at least 30 days before the amended terms take effect. You may terminate your Evea Account within the 30-day period if you do not agree to the amended terms, and you will not be bound by the amended terms.

Procedure to Opt Out of the Binding Arbitration Section

You may opt out of this Binding Arbitration section by writing to Evea Inc. about your desire to opt out, at this address: 23, Kola Amodu Crescent, Magodo Phase 2, Lagos State, Nigeria.

Within thirty (30) days of accepting this Platform Agreement for the first time, you must send the opt-out letter via postal mail only to the specified address, and you are also responsible for keeping records to show that the opt-out letter was submitted within the specified time frame (such as a courier receipt showing the date of delivery or the date the courier received the opt-out letter for delivery).

The opt-out letter must include your Company's name, a statement that your Company is opting out of the Platform Agreement's Binding Arbitration provision, and the name and signature of the person authorized by Company to opt the Company out of the Binding Arbitration provision. Any past, alternative, or future arbitration agreements or dispute resolution agreements/arrangements that you may have with us or third parties will be unaffected if you choose to opt out of this Binding Arbitration section. All other provisions of the Platform Agreement shall remain in effect if you opt out of this Binding Arbitration section.

4.8Legal Process

Any legal order we receive connected to your use of the Services, such as subpoenas, warrants, or liens, may be responded to and complied with. We are not liable for any losses you may incur as a result of our compliance with such a judicial order. We may take whatever steps we feel are necessary to comply with legal orders, such as retaining funds or suspending, terminating, closing, or limiting access to your Evea Account, or disclosing information in our possession as requested by the legal order's issuer. Where permitted, we shall give you sufficient notice that such an order has been obtained. Any court order or legal procedure concerning you or your Evea Account does not obligate us to contest or appeal it.

4.9Modifications/Updates to this Platform Agreement

We retain the right to update/modify this Platform Agreement at any time by posting the updated version of this Platform Agreement (including the revision's date) on the legal agreement webpage of the Evea website. Unless otherwise stated, the updated version will take effect at the time it is posted. Notification via email will be sent to you concerning the updated Platform Agreement. It is your duty as an Administrator to keep the contact information linked with your Evea Account up to date and accurate, including any email addresses. You are responsible for informing Users of any applicable revisions to the Platform Agreement and all terms, agreements, and policies incorporated by reference, as well as ensuring that Users follow those updates. Users may or may not receive direct notice of modification of the Platform Agreement.

In urgent circumstances, such as when necessary to comply with relevant law, regulation, or Payment/Card Network rules, or to avoid or mitigate any major risk, loss, or damage, the updated Platform Agreement may take effect immediately. If you do not agree to any modifications or amendments in the Platform Agreement, you must terminate your Evea Account in accordance with this Platform Agreement. You will be deemed to have consented to the updated/modified Platform Agreement if you continue to use the Services or Cards after any such modification takes effect as indicated in the applicable Notice.

Except for revisions/updates/modifications made in accordance with the terms of this Platform Agreement, the only means to alter or otherwise modify this Platform Agreement is by a written agreement signed by an authorized representative of Evea and an authorized representative of Company.

Any exemption, modification, or indulgence that we grant Company, in any form or at any time, applies only to the specific instance in question and does not constitute a general waiver, exemption, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Also, any delay by Evea in pursuing our rights under this Platform Agreement does not imply that those rights have been waived or forfeited.

4.10Entire Agreement

The entire understanding between Company and Evea regarding the subject matter of this Platform Agreement, including any terms, agreements, or policies incorporated by reference, is set out in this Platform Agreement; and no other agreements, representations, or warranties (other than those provided in this Platform Agreement and the applicable Terms and Conditions) will be valid/binding unless they are in writing and signed by Company and Evea.

4.11Severability

If a court of competent jurisdiction finds any term of this Platform Agreement to be defective/invalid or unenforceable, that provision will be entirely severable, construed and enforced in a manner that as closely as possible reflects the parties' original intentions and is consistent with applicable law, and the remaining provisions of this Platform Agreement will continue to be in full force and effect.

5.Defined Terms

The following are the definitions of certain key words used in this Platform Agreement:

• Additional Terms means additional terms or policies to which you may be required to agree if we introduce new products, features, integrations, promotions, or rewards, or otherwise increase the breadth and quality of the Services.
• Administrator means an individual(s) selected by Company with the necessary capacity and ability to do business, manage Company's Evea Account, and act on Company's behalf, including consenting to this Platform Agreement.
• Beneficial Owner means someone who holds 25% or more of the Company's equity holdings, whether directly or indirectly.
• Beta Services means any products or services labeled as beta, pre-release or similar, which may contain features and functionality that are incomplete and are subject to significant modification or discontinuation.
• Card Networks means the payment card networks, including Verve, Visa or Mastercard.
• Card Partner means a bank, financial institution, or other partner that offers services directly connected to one or more card services.
• Cards means physical or virtual payment cards issued by a Financial Institution Partner and managed through your Evea Account.
• Charge (or transaction) means a payment for goods or services made with an Evea Card to a merchant that accepts payments on the applicable Card Network.
• Chargeback means a dispute that you initiate against a merchant over an unresolved issue with the merchant or because a Charge or transaction was unauthorized.
• Company Data means any information or documents submitted to Evea by the Company, including Financial Data and any Personal Data provided by the Company, Administrators, or Users.
• Control Person means an individual with significant responsibility to control, manage, or direct Company.
• Credentials means usernames, passwords, and other identifiers or credentials used to securely identify and authenticate you when using the Services or logging into your Evea Account.
• Dispute means any past, present, or future claim, dispute, or controversy between you (or persons claiming through or connected with you) and us (or persons claiming through or connected with us) pertaining to or arising out of the Platform Agreement, certain Services, any application for an Evea Account, and/or the activities or relationships that involve, give rise to, or arise from any of the foregoing.
• Evea Account means your Company’s account(s) with Evea that is/are used to access the Services.
• Evea Data means all data developed or acquired by Evea through the creation or provision of Services, Cards, or Third-Party Services, as well as data generated or recorded by the Evea platform, but excludes Company Data.
• ‘Evea’ or ‘we’ or ‘us’ means Evea Incorporation and its affiliates, unless otherwise specified.
• Evea Property means the Services and related technology; Evea Data; and copyrights, patents, trade secrets, trade or service marks, trademarks, logos, and any intellectual property encompassing or integrated into each of the aforementioned.
• Feedback means any and all feedback, suggestions, ideas, or improvement requests you submit to us.
• Fees means charges/costs we levy on you for using our Services or having an Evea Account.
• Financial Data means Company’s bank balance, transaction, account, or other information that is accessible to Evea through Linked Accounts and Third-Party Services.
• Fines means any fines, penalties, or other charges imposed by Evea, a Card Partner, governmental agency or regulatory authority as a result of your violation of this Platform Agreement, any of the Terms and Conditions, or other agreements you have with Evea or its Card Partner.
• Issuer means the bank or financial institution that is a member of the Card Network (which is indicated on Cards) and is responsible for issuing the Cards to you.
• Linked Account means any bank account held with a financial institution that is linked to your Evea Account or authorized for payment of credit card Charges, Fees, and Fines.
• Natural Person Applicant means the individual who applies for an Evea Account on behalf of the Company; they are also known as the Administrator of the Company’s Evea Account.
• Notice means any physical, voice/verbal, or electronic communication, as well as legal notices, given or directed to Company, Users, or Administrators via phone call, text or SMS, email, push notification through Company’s Evea Account, or by any other means.
• Personal Data means data or information that identifies a natural person.
• Platform Agreement means this Platform Agreement, as amended, as well as any other terms, agreements, or policies referred to in it, such as the Terms and Conditions specific to the Services you use, the Privacy Policy, Card Terms, Rewards Terms, and any additional terms or supplemental agreements.
• Prohibited Activities means the types of businesses and activities that are prohibited from using Evea’s Services. The list of prohibited businesses is posted on our website and is updated on a regular basis.
• Prohibited Person means any individual or organization that is subject to sanctions in Nigeria, has been identified on any EFCC or ICPC list, or is subject to any law, regulation, or other list of any government agency that prohibits or restricts us from providing an Evea Account or Services to such person/organization or from otherwise conducting business with such person or organization.
• Restricted Activities means the types of businesses and activities that need to provide additional information or documents before getting access to or using Evea’s Services. Lists of restricted businesses are posted on our website and are updated on a regular basis.
• Security Practices means certain procedures, methods and controls designed to assist, safeguard and protect your Evea Account and data against fraud, theft, and misuse.
• Services means the financial products, technology, expense management, spend management (budgeting), card payment services, integrations with Third-Party Services, and all other Evea services, including those accessible through your Evea Account.
• Terms and Conditions means the terms and agreements that apply to certain aspects of the Services, including the Card Terms, Partner terms, and any other terms and conditions that govern access to and use of any of Evea’s Services.
• Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, supports our internal operations, or offers other services linked to, connected to, or delivered via the Services or an Evea Account.
• Third-Party Services means services and data provided by third parties in relation to or provided through the Services. The Third-Party Services include but are not limited to payment processors, Card Networks, debt recovery processors (such as Mono) and applications used to monitor Linked Accounts (such as Okra).
• Users means Administrators and any employees, contractors, or agents authorized to use the Services on behalf of the Company.