A. Please carefully read and understand these Terms and Conditions (“T&Cs”) [and any amendments made thereto from time to time by GLOBETROTS FARMSPONSORS LIMITED (“GFL”)] before signing up in the VestPay App or making use of any of the Services.

B. By accessing the VestPay App or requesting any of the Services, you consent to be bound by the T&Cs below.

C. These T&Cs, together with our Privacy Policy (see www.vestpay.ng/privacy-policy) establish the complete terms and conditions which shall be pertinent to your use of the VestPay App and access to any of the VestPay Services.

D. These T&Cs are subject to modification without prior notice, periodically at our discretion. Your use of the VestPay App and the Services establishes your agreement to be bound by the terms of any such amendments to these T&Cs which shall be intermittently updated on the VestPay App.

E. These T&Cs and any amendments made thereto shall take effect on their date of publication and it is your responsibility to be conversant with the updated T&Cs posted on the VestPay App each time you access it.

F. The use of the VestPay App may be monitored, tracked for audit purposes, and any person using this VestPay App expressly consents to such monitoring and tracking.

G. If you do not assent with these T&Cs or any portion thereof, please do not use this VestPay App or any of the Services.

H. You shall be considered to have consented and accepted these T&Cs once you click the “Sign-up” button and highlight the “I accept these T&Cs” box.

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS
For the purposes of these T&Cs and the preamble above, unless the context requires otherwise:

*“VestPay App”* means the VestPay cloud application, Mobile application, and website owned, trademarked, and operated by Globtrot FarmSponsor LLC.

*“Credentials”* means your personal credentials used to access the App, including but not limited to your username, password and personal identification number (“PIN”).

*“GPS”* means Global Positioning System.

*“Privacy Policy”* means the GFL privacy policy that establishes the basis on which any personal data we collect from you, or that you provide to us, will be used by us.

*“Services”* means any form of financial services that GFL may offer you via the VestPay App and which you may from time to time require.

*“Service Provider”* means your financial institution, credit bureaus, mobile network operators and any other information bank available to GFL in the Federal Republic of Nigeria. The term may be construed to mean any or all of the above entities, as the context may require.

*“SMS”* means Short Messaging Service.

*“Transaction Fees”* includes any interest rates, fees and charges payable for the use of any of our Services as made available by GFL on the VestPay App or by such other means as GFL shall at its discretion determine.

*“GFL”, “we” or “us”* means GLOBTROT FARMSPONSOR LIMITED.

*“You” or “User”* means the person that intends to access the VestPay App, subscribe to and receive the Services.

2. USE OF LICENCE 2.1
This VestPay App is owned and operated by GFL. GFL is a private limited liability company incorporated under the company and allied matter act of 1990 of the Federal Republic of Nigeria.

2.2 Subject to you consenting to abide by these T&Cs, we hereby grant you a revocable, non-transferable, non-exclusive license to use the VestPay App and the Services. Except as expressly stated in these T&Cs, the VestPay App and the Services are for your personal and non-commercial use and does not institute that you own any ownership rights to it whatsoever. No portion of the App, may not be reverse engineered, reproduced, duplicated, copied, modified, sold, resold, or distributed without our consent.

2.3 Except as expressly stated in these T&Cs, we do not grant you any rights in or to our intellectual property or that of any other party in the App. The license granted in this section is subject to your compliance and in the event that you breach any provision of these T&Cs, your rights under this section shall be immediately terminated.

2.4 You shall ensure all registration information you submit will be true, accurate, current, and complete. You will maintain the accuracy of such information and promptly update such registration information as necessary.

3. LIMITATIONS ON USE OF VESTPAY APP AND SERVICES
▪ You shall not indulge in any activities related to this VestPay App that are contrary to applicable law, regulation or the terms of any agreement you have with us.

▪ In situations where locations of this VestPay App require identification for access, you shall establish any reasonable security measures and controls to limit access to your password, PIN or other identifying information to authorized individuals.

▪ You shall not use the App or any of the Services in any manner inconsistent with these T&Cs, or act fraudulently or maliciously, for example, by implanting malicious code, including viruses, or destructive data, into the VestPay App, any service related to it.

▪ You shall not infringe on GFL’s intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by these T&Cs).

▪ You shall not communicate any material that is derogatory, belligerent or otherwise obnoxious in relation to your use of the VestPay App or any Service.

▪ You shall not engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

▪ You shall not interfere with, disrupt, or create an undue burden on the VestPay App or the networks or services connected to the Site.

▪ You shall not attempt to impersonate another user or person or use the username of another user.

▪ You shall not trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

▪ You shall not make improper use of our support services or submit false reports of abuse or misconduct.

▪ You shall not attempt to impersonate another user or person or use the username of another user.

▪ You shall not use any information obtained from using the VestPay App and its Services in order to harass, abuse, or harm another person.

▪ You shall harass, intimidate, or threaten any of our employees engaged in providing any service of the VestPay App to you.

4. USE OF THE VESTPAY APP AND SERVICES
4.1 The VestPay App and the Services offered by GFL can only be utilized by persons over the age of 18 and only for the purpose of accessing our Services.

4.2 The information posted on the VestPay App may be printed for your use, provided, however, that they may not be duplicated or re-distributed to any other person or entity.

4.3 The information on the VestPay App is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

4.4 GFL reserves the right to decline your credit loan request for any of the Services depending on its assessment of your credit profile from time to time; or to revoke the same at any stage at GFL’s sole and absolute discretion and without providing any reason or giving any notice thereto.

4.5 You consent to and shall release from and indemnify GFL against all claims, losses, damages, and expenses howsoever arising in consequence of, or in any way related to GFL having acted (or failing to act) in accordance with any of your requests for a Service.

5. TRANSACTION FEES
GFL shall be entitled to set and charge Transaction Fees, in connection with your use of any of our Services and from time to time amend or vary its Transaction Fees for the Services. However, GFL shall use rational endeavors to notify you of any modifications as regards to Transaction Fees within a reasonable period before it is implemented.

6. PERSONAL INFORMATION
6.1 You herewith consent and permit GFL to conduct background checks and verify personal information provided by you on the VestPay App or in connection with your use of any of the Services against the information held about you by any relevant Service Provider.

6.2 The information that GFL may verify against the information held by the Service Providers includes (without limitation): your BVN, phone number, name, date of birth, Identification Number (“ID”) or Passport Number and such other information that will enable GFL to identify you (the “Personal Information”).

6.3 You hereby agree and authorize GFL to access and verify information on your device including, but not limited to, data relating to your device (including, without limitation, your phone’s history), your device identification, the GPS on your device, your application list, your contact list(GFL has right to reach out to your contacts about your belated loan repayment), your call history, your SMS history and such other access privilege relevant for this service.

6.4 You hereby consent to GFL obtaining and verifying the Personal Information and the Relevant Information with the Service Providers to the extent necessary.

6.5 You hereby consent to GFL to obtaining and procuring your Personal Information and Relevant Information from the relevant Service Provider and you further agree and consent to the disclosure and provision of such Personal Information and Relevant Information by the Service Provider. Failure to provide such information within the time required by GFL may result in declining to provide you with the relevant Service

6.6 You hereby consent to indemnify and hold GFL and the Service Provider innocent with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may rise as an outcome of the exposé and dependence on such Personal Information and/or Relevant Information.

6.7 GFL reserves the right to supply your personal and credit information to credit bureaus. You acknowledge that information on your non-compliance with these T&Cs may be transferred to credit bureaus; and the credit bureaus may provide GFL with a credit profile and credit scores based on your creditworthiness.

7. USER’S OBLIGATIONS
7.1 You shall be responsible for obtaining and ensuring security, maintenance and performance all computer hardware, software, mobile phone and other equipment needed to access and use this App and receive the Services (the “Devices”). GFL shall not be responsible for any computer virus or related problems that may be associated with the use of the VestPay App, the Services and your Devices.

7.2 You shall follow all instructions, procedures and terms contained in these T&Cs and any document provided by GFL concerning the use of the App and the Services.

7.3 You shall ensure that your Credentials is not exposed to any unauthorized person. GFL shall not be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold GFL innocent of any unfortunate incidences arising from any exposure of your Credentials.

7.4 You shall take all rational measures to detect any unauthorized use and access to the VestPay App and the Services.

7.6 You shall at always follow the security measures notified to you by GFL from time to time or such other measures as may be applicable to the use of the VestPay App and the Services from time to time.

8.0 TERMINATION
8.1 GFL may at any time, upon notice to you, terminate or alter your use of the VestPay App and access to any of the Services and, in particular, but without prejudice to the generality of the foregoing. GFL may cancel approved credit loans which it has granted to you and require the repayment of any outstanding debts within such time as GFL may determine. 8.2 Without prejudice to GFL’s rights under clause

8.2 above, GFL may, at its sole discretion, suspend your use of the VestPay App or any of the Services:
(a) if you use the VestPay App or any of the Services for unlawful practices or where GFL detects any abuse/misuse, breach of content, fraud or attempted fraud;
(b) if GFL is required to comply with a court order, subpoena, or instruction of from the government, regulator or other competent authority;
(c) if GFL rationally suspects that you are in breach of these T&Cs which you fail to remedy (if capable of being remedied) within 72 hours after the service of notice by email, SMS or other electronic means of communication requiring you to do so;
(d) where such a suspension is necessary as a consequence of technical problems or for reasons of safety; to facilitate an update or upgrade to the contents or functionality of the Services or the App from time to time;
(e) If GFL decides to suspend or cease the provision of the Services for any reason as it may determine in its discretion.

8.3 Termination shall not affect any accrued rights and liabilities of either party.

9. DISRUPTION OF SERVICE
We cannot guarantee the VestPay App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors, among other things:
(a) hardware downtime, including among other things, malfunction of computers (including yours), servers, networks, and other utility support;
(b) software malfunction, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls, unreadable codes, or anomalies within certain content;
(c) overload of system capacities;
(d) damage caused by severe weather, earthquakes, wars, riots, terrorism, act of God, accident, fire, explosion, interruption of other utility of service or mechanical breakdown;
(e) labour strike;
(g) governmental or regulatory restrictions, rulings, or court orders;
(h) failure of any public or private telecommunications system;
(i) any other cause beyond our control.

10. EXEMPTION OF LIABILITY
10.1 The App (including all information and materials contained on the App) is provided on an "as is" basis.

10.2 We may discontinue or modify the information or services described on the VestPay App at any time without prior notice to you and without any liability to you.

10.3 GFL shall not be held liable for any delay, difficulty in use, computer viruses, malicious code or other defect in this App, any incompatibility with User's files and the User's browser accessing program, or any other problems experienced beyond our control.

10.4 GFL only provides the Services for personal use, and small and medium business financing needs, and we shall not be liable to you for any loss of profit, loss of business interruption or prospect as a result of your unlawful use of the Services.

10.5 GFL shall not be held liable for any losses or damage suffered by you as a result of or in connection with:
(a) any unlawful use of the Services, the VestPay App and your Devices;
(b) your failure to comply with these T&Cs and any document or information provided by GFL concerning the use of the VestPay App and the Services.

10.6 Under no circumstances shall GFL be accountable to you for any loss of profit, prospect or projected savings or for any indirect or consequential loss of whatever kind, howsoever caused, rising out of or in connection with the use of the App.

11. COMMUNICATION
Accessing the VestPay App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the VestPay App, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE VESTPAY.

12. CORRECTIONS There may be information on the VestPay App that contains typographical errors, inaccuracies, or omissions that may relate to the Service, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

13. GENERAL
13.1 No failure on the part of any party to exercise, or delay on its part in exercising, any right, power or remedy provided by these T&Cs or by law shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise of that, or any other, right, power or remedy.

13.2 If any provision or part of a provision of these T&Cs shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these T&Cs, all of which shall remain in full force and effect.

13.3 You acknowledge that in accepting these T&Cs, you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these T&Cs or our Privacy Policy.

13.4 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these T&Cs. You may not, without our prior written consent, assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these T&Cs.

14. DISPUTE RESOLUTION
14.1 Disputes GFL and the User shall use their efforts to resolve any dispute, controversy or claim of any nature in connection with these T&Cs or the use of the VestPay App.

14.2 Arbitration

14.2.1 Subject to the provision of clause 13.1 above, any dispute, controversy or claim whatsoever and howsoever arising in connection with these T&Cs, save as specifically provided herein, shall be referred for final determination to arbitration in accordance with the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria, 2004 for the time being in force, or any statutory re-enactment or modification thereof.

14.2.2 The Arbitral tribunal shall comprise one (1) arbitrator to be appointed jointly by the Parties.

14.2.3 The arbitration shall take place in the Federal Republic of Nigeria; and to the degree acceptable by law the determination of the arbitrator shall be final and binding upon the parties and shall not be subject to any appeal.

14.2.4 Nothing in this clause 14.2 shall restrict either party’s liberty to begin legal proceedings of any nature for the purposes of seeking preliminary injunctive relief or conservatory measures from any court of competent jurisdiction pending the final decision.

15. GOVERNING LAW In these terms of service, you must comply with all domestic and international laws and regulations that apply to your use of the VestPay App. These laws include restrictions on destinations, end users, and end use.We both agree that all of these claims can only be litigated in the federal or state courts in the Federal Republic of Nigeria. These T&Cs shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

16. CONTACT US
In order to resolve a complaint or you have questions or comments about this Terms of Service or have a concern about our handling of your personal information, want to report a possible breach of privacy laws; please contact us at privacy@vestpay.ng or at 19, Old Aba Road, off Artillery, Port Harcourt, Rivers State, Nigeria. VestPay will respond to your inquiry within 30 days.