ELIGIBILITY

For our compliance purposes and in order to provide the Services to you, 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 Bank Account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you.

In order to use the Services, you must:

1. accept and agree to these Terms, our Privacy Policy and such other terms, conditions and agreements communicated by us to you;
2. register with us on this Website, or be authorized by a registered User to use the Services in a manner agreed by us;
3. be at least 18 years old, with full legal capacity to accept these Terms and enter into any transaction on this Website, or have registered a business name in Nigeria for the business that will use the Services, or be duly incorporated in Nigeria;
4. have a Bank Account with a Nigerian financial institution;
5. provide all information requested by us, such as your name, email address, mobile device number, online credentials for your Bank Account, and such other information as we may request from time to time (collectively, “User Information”).

If as a parent or guardian, you become aware that your child or ward has provided us with any information without your consent, please contact us immediately at by calling +234 704 466 1075 or emailing support@usefrictionai.com

You may use the Services only if you agree to form a binding contract with Friction and are not a person barred from receiving services under the laws of the applicable jurisdiction.

CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATION

Consent - To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all Services provided to you under these Terms and in connection with your relationship with us (collectively, 'Communications') that we may otherwise be required to send or provide you in paper form (e.g., by mail).

By accepting and agreeing to these Terms electronically, you represent that:

1. you have read and understand this consent to use electronic signatures and to receive Communications electronically; and
2. your consent will remain in effect until you withdraw your consent as specified below.

Your Right to Withdraw Your Consent - Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at support@usefrictionai.com. If you withdraw your consent to receive Communications electronically, we will close your Friction Account and you will no longer be able to use your Friction Account or the Services, except as expressly provided in these Terms. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

You Must Keep Your Contact Information Current With Us - In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile number or other text message address by updating your profile on this Website.

Changes - We reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms on this Website or delivering notice of such termination or change electronically.

ABOUT THE WEBSITE

This Website is the official online platform of Friction, a centralized digital finance and commerce service operated by Nexos Easywave Limited. It allows users to conveniently access financial tools that support the buying and selling of cryptocurrencies and gift cards, as well as the payment of utility bills.

All transactions on the Website are carried out directly with Friction. Users do not transact with other users; instead, Friction acts as the primary counterparty for all supported services. A User may use or access the following services via this Website:

Wallet & Transactions:

• All users are provided with a digital wallet upon registration, which they can use to store Naira balances, fund transactions, or receive payouts from crypto and gift card sales.
• Transactions must be authorized by the user, and Friction may request additional verification for large or suspicious transfers to comply with regulatory requirements.

Bill Payments: Friction also facilitates the payment of various utility bills on behalf of users.

• These services may include electricity, internet data, and TV subscriptions.
• Users pay service provider through Easywave to provide a purchased service
• While we aim for seamless processing, Friction is not responsible for delays or failures caused by third-party utility providers.

Crypto Services: Friction facilitates the buying and selling of cryptocurrencies.

• Buying crypto: When a User buys crypto on Friction, they are purchasing directly from Friction at the displayed exchange rate.
• Selling crypto: When a User sells crypto, Friction is the direct buyer. Users will be credited in Naira to their wallet or linked account upon successful transaction confirmation.
• All exchange rates and applicable fees are clearly shown prior to confirmation.

We reserve the right to refuse access to any service at any time, particularly where there are concerns about fraud, legal violations, or violations of our Terms.

Payments, transfers, verifications, and wallet services are processed by Friction in partnership with licensed financial and payment providers as required under applicable law.

Payments, transfers, KYC verifications and wallet transactions in connection with the Services are currently offered in partnership with our respective partners.

Subject to the Friction Service Level Agreement where applicable, we reserve the right to change or review fees for the Services at any time in the future. You agree that you shall pay all applicable fees, commissions, and/or charges for using the Services as and when due.

WARRANTIES

You represent and warrant that you own the email address or mobile phone number you register with, and all information entered or collected in the course of creating your Friction Account and any information you subsequently add or update from your settings is true, accurate, current and complete, and you agree not to misrepresent your identity or your User Information. If we approve your registration, you will be authorized to use the Services, subject to these Terms and where applicable, the Friction Service Level Agreement.

By using the Services you represent and warrant that all User Information you provide us from time to time is true, accurate, current, and complete. You agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Friction Account on the Website; provided, however, that you must notify us at least three Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason or by updating your Friction Account via the Website.

By using the Services and providing User Information to us, you automatically authorize us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you from other third-party websites and databases as necessary to provide the Services to you. For the purposes of such authorization, you hereby grant us and our third-party service providers a limited power of attorney, and you hereby appoint us and our third-party service providers as your true and lawful attorney-in-fact and agent, with the full power of substitution and re- substitution, for you and in your name, place, and stead, in any and all capacities, to access third-party websites, servers, and documents; retrieve information; and use your User Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, WE AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OF, OR ON BEHALF OF THE THIRD PARTY. You agree that other third parties shall be entitled to rely on the foregoing authorization and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. We are not obliged to review information obtained from third-party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non- infringement. As between us and our third-party service providers, we own your confidential User Information.

ACCOUNT SECURITY

You are solely responsible for maintaining adequate security and control of any email, IDs, passwords, or other details you use to access your Friction Account and Services. You agree not to allow anyone else to have or use your password details and comply with all reasonable instructions regarding account access and security. In the event you share your password details, Friction will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Frictions services (including, without limitation, enabling 2FA, using PIN and/or password-protected personally configured device functionality to access Friction's services and not sharing your device with other people).

We may suspend your Account or otherwise restrict its functionality if we have concerns about the security of the Account or any of its security features; or potential unauthorized or fraudulent use of your Grey Account or any of its security features.

If your mobile device is lost or stolen or if you suspect someone has gained unauthorized access to your username or password, you must contact us immediately at support@usefrictionai.com or +234 704 466 075. In order to take any action, you will need to provide certain User Information so we can verify your identity.

CHARGES AND FEES

You agree to pay us for the services we render. Our Fees will be calculated as demonstrated on the Pricing page on the website. Subject to the terms of this Agreement, Friction will send to your designated bank or settlement account (“Bank Account”) all amounts settled and due to you from your transactions, minus our stated fees, any Reversals, Invalidated Payments, Chargebacks, Reversals, Refunds or other amounts that you owe to Friction under this Agreement (“Payout”). Should either Party in good faith have cause to dispute any amount appearing on an invoice submitted by the other Party pursuant to this Agreement (“Affected Invoice”), the affected Party shall, within Forty- Eight (48) hours of receipt of the Affected Invoice, notify the other Party in writing, of such dispute, specifying the Affected Invoice, the specific amount in dispute and alleged reasons or grounds for dispute, failing which it will be deemed that the invoice is true and correct. We reserve the right to revise our fees. In the event that we revise our fees, we will notify you within twenty-four (24) hours of such change.

TRANSACTIONS, SERVICES AND PAYMENTS

You can deposit money to your Easywave Account through bank transfers. The number of methods available to you will depend on a number of factors. Deposits into your Friction account are provided by third parties, for example, the payment provider which issued your virtual account. We cannot guarantee the use of any particular deposit method and when appropriate, we may restrict or prohibit a particular deposit method at any time without notice to you.

We will credit your Friction Account once we have received your deposit, and we are only responsible for the funds deposited once we have received it. In certain instances, you may be asked to provide us with evidence of source of funds in order for us to meet our regulatory requirements, in which case you agree to provide that evidence promptly. You represent and warrant to us that the evidence you provide to us is up to date, complete and accurate.

Friction is not a bank and banking services are provided by third party partner banks. The specified bank account details that we provide to you in order for you to receive funds from third parties are for accounts held by Friction (and we will credit your Friction Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you.

Funds held by Friction are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other deposit protection scheme. All Customer Funds are safeguarded; this means Friction does not use balances held by its customers for operating expenses or other corporate purposes and will not voluntarily make such funds available to its creditors in the event of bankruptcy.

You must ensure that the information you provide to us when you send or withdraw money is accurate. Once a transaction is processed, it cannot be reversed (except where and to the extent, required by applicable law) and except as expressly set forth in this Agreement, we will not be liable in any way for any loss you suffer as a result of a transaction being carried out in accordance with your instructions (or a third party acting on your behalf).

INTELLECTUAL PROPERTY

Copyright

All content included in or made available through this Website such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Friction or its specified affiliate or its licensors and protected by Nigerian and international copyright laws.

Trademarks

In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through this Website are trademarks or trade dress of Friction or its specified affiliate or its licensors in Nigeria and other countries.

In particular, the Friction and this Website's logos and designs are trademarks of Friction or its specified affiliate. We do not grant you any licences, express or implied, to our intellectual property or the intellectual property of our licensors, except as expressly stated in these Terms and in the Friction Service Level Agreement where applicable or except with our prior written permission. We and our third-party licensors retain all rights, titles, and interest in and to the Services, Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.

Friction's trademarks and trade dress registered or unregistered shall not be used in connection with any product or service that is not Friction's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Friction.

Friction does not own the rights to the images, trademarks and intellectual property of our licensors or any third-parties that are featured on this Website. All rights of these images, trademarks and intellectual property belong to their respective owners.

The intellectual property rights of all software made available to you on this Website remain the property of Friction, its affiliates and its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by Friction and its licensors.

Mandatory Disclosure by Financial Institutions and Designated Non- Financial Businesses and Professions.

You agree that you are aware that all Financial Institutions (FI) or Designated Non- Financial Institutions (DNFIs) are required to report in writing to the Nigerian Financial Intelligence Unit (NFIU) single transaction, lodgement, or transfer of funds:

• in excess of N5,000,000 or its equivalent, in the case of an individual;
• in excess of N10,000,000 or its equivalent, in the case of a body corporate;
• that is a transfer to or from a foreign country of funds or securities by a person or body corporate including a money service business of a sum exceeding US$10,000 or its equivalent;
• involving or that are suspicious transactions irrespective of the amount as required by section 7 of the Money Laundering (Prevention and Prohibition) Act 2022 and section 84 of the Terrorism (Prevention and Prohibition) Act 2022.

WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR THIRD- PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF THIS WEBSITE'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR OUR THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

WARRANTY DISCLAIMER

YOUR USE OF FRICTION'S SITE AND SERVICES IS AT YOUR OWN RISK. YOU AGREE TO THE LIMITATION LIABILITY CLAUSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: EASYWAVE WILL IN NO WAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES INCLUDING DAMAGES RESULTING FROM REVENUE LOSS, PROFIT LOSS, USE, DATA, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSSES (WHETHER EASYWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

OR NOT) ARISING OUT OF ABOKI AFRICA'S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION TO INABILITY TO USE OR ARISING FROM THE RESULT OF USE OF FRICTION’S WEBSITE OR SERVICES) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON THE SCOPE AND DURATION OF SUCH WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRETIES, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT EASYWAVE, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES, OR CONTENT; AND (C) ANY EVENT BEYOND OUR REASONABLE CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT EASYWAVE, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ALL PRODUCT OR SERVICE-RELATED CLAIMS AND WARRANTIES YOU MAKE IN CONNECTION WITH YOUR ACTIVITIES OR BUSINESS OR FOR ANY PRODUCT OR SERVICE-RELATED CLAIMS MADE AGAINST YOU BY YOUR CUSTOMERS OR END-USERS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ACTIONS OR INACTIONS DIRECTLY TRACEABLE TO US, WHETHER IN CONTRACT, NEGLIGENCE, AND OTHER TORT, BY WAY OF INDEMNITY OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SUBJECT TO THE FOLLOWING FINANCIAL LIMITS: (A) IN NO EVENT SHALL WE BE LIABLE TO YOU IN EXCESS OF ANY AMOUNT THAT HAS ACCRUED TO US FROM TRANSACTIONS EMANATING BY VIRTUE OF THE SERVICES, IN THE MONTH IMMEDIATELY PRECEDING THE DATE THE FIRST SUCH CLAIM ARISES; (B) NO LIABILITY SHALL BE RAISED AGAINST US MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF SUCH LIABILITY; AND (C) WE WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD PARTY NOT ACTING ON OUR INSTRUCTIONS, AND WE WILL NOT BE LIABLE FOR ACTIONS OR INACTIONS NOT DIRECTLY TRACEABLE TO US.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE IN INSTANCES WHERE A USER FAILS TO FULFILL HIS/HER OBLIGATIONS TO A LENDER (ACCESSED VIA THIS WEBSITE) ON THE DATE OF REPAYMENT AGREED ON BY THE PARTIES. WE SHALL NOT BE LIABLE FOR ANY CLAIM, ACTION, SUIT, DISPUTE, PENALTY, LIABILITY OR/AND FINE THAT MAY ARISE IN RESPECT OF ANY DEBT RECOVERY PROCESS UTILIZED BY YOU OR YOUR REPRESENTATIVES. WE SHALL NOT AT ANY TIME BE OR BE CONSIDERED A GUARANTOR FOR ANY LOAN OR FINANCIAL TRANSACTIONS RELATING TO ANY LOAN OFFERED VIA THIS WEBSITE OR ANY OTHER SERVICES. YOU AGREE THAT IF YOU BORROW ANY SUMS VIA THIS WEBSITE, WE MAY BE REQUIRED TO DEDUCT THE PRINCIPAL, INTEREST AND ALL AMOUNTS RELATING TO SUCH LOANS FROM YOUR WALLET ON THIS WEBSITE OR THE BALANCE SUM ON YOUR EASYWAVE ACCOUNT FOR PAYMENT TO THE LENDER, AND IN SUCH SITUATIONS, YOU AUTHORIZE US TO DEDUCT SUCH SUMS WITHOUT FURTHER RECOURSE TO YOU.

THE LIMITATION OF LIABILITIES WILL EXTEND TO ALL FEATURES ON THIS WEBSITE AS FOLLOWS:

PAYMENTS - DUE TO THE NIGERIA INTER-BANK SETTLEMENT SYSTEM (NIBSS), PAYMENTS MAY BE DELAYED, WE SHALL NOT BE LIABLE FOR ANY DELAYED PAYMENTS. WE SHALL NOT BEAR ANY LIABILITY FOR INABILITY TO COMPLETE A PAYMENT INSTRUCTION BECAUSE OF INACCURATE OR INSUFFICIENT PAYMENT INSTRUCTIONS, OR THE FAILURE OF THE RECIPIENT OR BANK TO CLAIM THE PAYMENT, OR BECAUSE EITHER YOU OR THE RECIPIENT DID NOT PROVIDE ANY REQUESTED INFORMATION, OR WE OR THE ISSUING BANKS ARE UNABLE TO VERIFY YOUR IDENTITY OR THE IDENTITY OF THE RECIPIENT TO OUR SATISFACTION.

INTERNAL TRANSFER FEATURE - WE SHALL NOT BE LIABLE IN INSTANCES WHERE MONEY IS SENT TO A WRONG EASYWAVE USER OR ID.

PAYMENTS VIA THIRD-PARTY BILLS SOLUTIONS - WE SHALL NOT BE LIABLE FOR ANY PENALTY, LOSSES, FINES, DAMAGES OR CLAIMS ARISING FROM FAILURE OF THE THIRD-PARTY UTILITY BILLS SOLUTION TO EFFECT PAYMENT TO THE RELEVANT SERVICE PROVIDER AND/OR RELATING TO ANY DEFAULT IN PAYMENT OF YOUR UTILITY BILLS VIA THE THIRD-PARTY BILLS SOLUTIONS.

EXCEPT TO THE EXTENT THAT SUCH LOSSES ARE LOSSES PROVEN WITH REASONABLE CERTAINTY AND ARE THE DIRECT RESULT OF AN ACT OR OMISSION MADE BY EASYWAVE DURING THE TERM OF THESE TERMS WHICH CONSTITUTE BAD FAITH, WILFULL MISCONDUCT OR GROSS NEGLIGENCE.

BUY CRYPTO - WE SHALL NOT BEAR ANY LIABILITY OR LOSS ARISING FROM USERS SENDING CRYPTO TO THE WRONG WALLET ADDRESS.

BUY CRYPTO FEATURE - WE SHALL NOT BE LIABLE FOR ANY LOSSES FROM USERS INPUTING WRONG WALLET ADDRESS WHEN BUYING CRYPTO FROM EASYWAVE.

EASYWAVE CRYPTO WALLET - WE SHALL NOT BE LIABLE IN INSTANCES WHERE USERS WALLET ADDRESS ARE CHANGED DUES TO SYSTEM UPDATES.

GIFT CARD PURCHASE VIA THIRD-PARTY SOLUTIONS - WE SHALL NOT BEAR ANY LIABILITY RELATING TO GIFT CARDS PURCHASED OR SOLD ON EASYWAVE. WE SHALL NOT BE LIABLE IN INSTANCES WHERE PRODUCTS PURCHASED FROM OTHER VENDORS ARE NOT RECEIVED ON TIME. WE SHALL NOT BE LIABLE WHERE PRODUCTS PURCHASED FROM VENDORS ARE FOUND TO BE FAKE OR DAMAGED.

EASYWAVE IDS - WE SHALL NOT BE LIABLE IN INSTANCES WHERE A EASYWAVE ID IS CONFUSING, DECEPTIVE OR MISLEADING ABOUT THE IDENTITY OF THE USER, AND WE MIGHT REQUIRE THE USER TO CHANGE THE EASYWAVE ID.

KNOW YOUR CUSTOMER

For businesses, you agree that you are solely responsible for verifying your customers' identities, ensuring that they are authorized to carry out the transactions on your platform, and determining their eligibility to purchase your products and services.

You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide Friction with these.

INDEMNITY

At our request, you agree to defend, indemnify, and hold harmless Friction, its affiliates and their respective employees, officers, directors, agents, partners, representatives and third-party service providers from and against any and all claims, suits, liabilities, damages (whether actual, consequential, punitive or exemplary), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defense.

You agree that where you wish to process or initiate transactions above N5,000,000 (five million Naira) or such other limit to be implemented at our discretion, you shall fully indemnify and hold us harmless from any losses, penalties, claims, actions, damages, liabilities or suits arising from such transactions. You agree that should you or us suffer any losses as more fully enumerated in the preceding sentence and paragraph, you shall be liable for the full amount of such losses.

You agree that in addition to any general lien or similar right to which we may be entitled in law, we may at any time, set off or transfer any funds in your Friction account in or towards satisfaction of any claim made against us or loss suffered by us as a result of or related to such transactions described in the preceding paragraph, any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third- party rights, your fraud or willful misconduct.

You agree that your indemnity obligations in these Terms shall not be reduced by any claim by you against Friction, any of its affiliates or their respective employees, officers, directors, agents, partners, representatives and/or third- party service providers.

Breaches of These Terms

In the event of a breach of these Terms, or a reasonable suspicion that you have breached these Terms in any way, Friction may:

1. temporarily suspend your access to our Services;
2. permanently prohibit you from accessing our Services;
3. block computers using your IP address from accessing our Services;
4. contact any or all of your internet service providers and request that they block your access to our Services;
5. delete your Friction Account; and/or f. commence legal action against you, whether for breach of contract or otherwise.

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

To the extent permitted by applicable law, we may, terminate (or suspend access to) your use of our Services.

If we close your Friction Account or terminate your use of the Services for any reason, we'll provide you with notice of our actions and make any unrestricted prepaid money held in your Account available for withdrawal.

TERMINATION

Termination, Restriction or Suspension of Friction Account.

You may terminate this Agreement by closing your Friction Account. We reserve the right to terminate, suspend and/or restrict your Friction Account or your use our Services where:

1. we reasonably believe that any transactions or activities on your Friction Account are suspicious;
2. you are creating problems or possible legal liabilities for us or other third parties;
3. we reasonably believe that such restrictions will improve the security of the Website or reduce our or another person's exposure to financial liabilities;
4. we reasonably believe that you are acting inconsistently with these Terms or our policies;
5. despite our reasonable endeavors, we are unable to verify or authenticate any information you provide to us;
6. we deem it fit for any reason and at any time, in our interest and that of other third parties;
7. We are required to do so by law, government authority or agency, or law enforcement agency;
8. We are directed by a issuing financial institution;
9. if it has been compromised or for other security reasons;
10. If has been used or is being used without your authorization or fraudulently.; or
11. We have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.

You are responsible for all reversals, chargebacks, fees, fines, penalties and other liability incurred by Friction, any other customer, or a third party, caused by or arising out of your breach of this Agreement, and/or your use or the use of your authorized third parties of the Services. You agree to reimburse Friction, any customer, or a third party for any and all such liability. On termination for any reason, all rights granted to you in connection with the App shall cease, you must immediately delete or remove the App from your devices.

Due Diligence and Audit Rights

We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all Users of the Website.

You agree to provide to us all such information and documentation as we may require:

1. in order to verify your adherence to, and performance of, your obligations under these Terms;
2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
3. as otherwise required by law or applicable regulation.

Assignment

You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder or your Friction Account in any way (by operation of law or otherwise) without our prior written consent. To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.

Severablity

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall be deemed to be severed from these Terms but shall not affect the validity and enforceability of the other remaining provisions.

Force Majeure

We shall not be liable for any delay or failure to perform any obligation as required by these Terms as a result of any cause or condition including but not limited to, an act of God, epidemic, pandemic, acts of civil or military authorities, national or local emergency, acts of terrorists, acts or omissions of Government including directives from a regulatory authority, civil disturbance, war, strike or other labour dispute, fire, explosion, interruption in telecommunications or internet services or network provider services, of equipment and/or software or any other occurrence which is beyond our reasonable control.

Third-Party Beneficiary

You agree that our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms, with all rights to enforce such provisions as if such service providers were a party to these Terms.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for ourselves.

The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder. Specifically, you agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

These Terms, together with our Privacy Policy constitute the entire and sole agreement between you and us with respect to the Services and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Services. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Friction, and you do not have any authority of any kind to bind Friction in any respect whatsoever.

DISPUTE RESOLUTION

For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this section) relating to the Services or these Terms, you and we agree that any such controversy, dispute, demand, claim, or cause of action shall be resolved in the first instance, by mutual discussions within fourteen (14) Business days of either you or us notifying the other of the existence of a dispute or claim. We and You shall use all reasonable endeavors to resolve amicably and in good faith any dispute arising out of or in connection with the Services or these Terms.

In the event that we and you are unable to reach an amicable resolution by mutual discussions within the fourteen (14) Business days referred to in the preceding paragraph, then such dispute or claim shall be settled through binding and confidential arbitration. As used in this Section, “"we”" and “"us”" mean Friction and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “"we”" and “"us”" include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

Arbitration will be subject to the applicable Arbitration and Conciliation Act in Nigeria and not any state Arbitration Law.

We and You shall mutually agree on the appointment of a sole arbitrator within fourteen (14) Business Days from when the dispute is referred to arbitration. Where we and you are unable to agree on the appointment of the Arbitrator, such sole arbitrator shall be appointed by the President, the Chartered Institute of Arbitrators, United Kingdom, Nigeria Branch (CIARb Nigeria) on the application of either we or you.

The venue of the arbitration shall be Lagos State, Nigeria and the language to be used in the arbitral proceedings shall be English. We and You agree that the decision of the Arbitrator shall be final and binding on both of us.

You and we must abide by the following rules:

1. the arbitrator will honor claims of privilege and privacy recognized at law;
2. the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award;
3. subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and
4. each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

The arbitral award rendered by the arbitrator shall be entered in any court of competent jurisdiction as judgment. Nothing in these dispute resolution provisions shall prevent either we or you from obtaining interim pre-emptive or injunctive relief from a court of competent jurisdiction to enforce or prevent a breach of a term of these Terms - provided that the relief is obtained in legal proceedings instituted as a prelude to a reference to arbitration.

This Section will survive termination of your Friction Account and if any part of these dispute resolution provisions is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with any applicable law, then the balance of these dispute resolution provisions will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein.

ERRORS

With regard to your Friction Account, the following are considered Errors:

• When money or crypto is either incorrectly withdrawn from your Friction Account or incorrectly deposited into your Friction Account, or when a transaction or Transfer is incorrectly recorded in your Friction Account;
• You send money to a third party or withdraw money, and the incorrect amount is debited from your Friction Account or wallet;
• An incorrect amount is credited to your Friction Account or wallet;
• A transfer to or from your Friction Account or wallet is missing from or not properly identified in your Friction Account statement;
• We make a computational or mathematical error related to your Friction Account or currency you have converted;
• You request additional information or clarification concerning a transfer to or from your Friction Account, including a request you make to determine whether an error has occurred;
• You inquire about the status of a pending transfer to or from your Friction Account.

If you believe an Error of the type described above has occurred with respect to your Friction Account, and you duly contact us in accordance with the information above, we will investigate and determine whether an error occurred within ten (10) Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Friction Account within ten (10) Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.

We will rectify any Errors that we discover. If the Error results in:

• You receiving less than the correct amount to which you were entitled, then we will credit your Friction Account for the difference between what you should have received and what you actually received.
• You receiving more than the correct amount to which you were entitled, then we will debit your Friction Account for the difference between what you actually received and what you should have received.
• Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:
• through no fault of ours, you did not have enough available funds to complete the transaction;
• our system was not working properly and you knew about the breakdown when you started the transaction; or
• the error was due to extraordinary circumstances outside our control (such as fire, flood or loss of Internet connection), despite our reasonable precautions.

The following are not considered Errors:

• If you give someone access to your Friction Account (by giving them your login information) and they use your Friction Account without your knowledge or permission. You are responsible for transactions made in this situation;
• Invalidation and reversal of a payment or transaction as a result of the actions described under Reversals and Chargebacks;
• Routine inquiries about your Easywave Account balance;
• Requests for duplicate documentation or other information for record-keeping purposes;
• An inquiry about the status of a currency conversion order(except where the funds from the order were not made available to the recipient by the disclosed date of availability);
• A change requested by the recipient of funds sent from you;
• A change in the amount or type of currency received by a designated recipient from the amount or type of currency stated in the disclosure provided you, if we relied on information provided by you in making the disclosure;
• Delays that result from Friction applying holds or limitations. Our decision about holds or limitations may be based on confidential risk management procedures and the protection of Friction, our customers and/or service providers. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you;
• Delays based on a review of a potentially high-risk transaction;
• Your errors in making a transaction (for example, mistyping an amount of money that you are sending or choosing an incorrect destination Currency).
• Delays due to actions of third parties (e.g, your or a recipient's bank)

REVERSALS AND CHARGEBACKS

If you receive a payment that is later refunded or invalidated for any reason, you are responsible for the full amount of the payment sent to you plus any fees (including any applicable chargeback fee described below). Whenever a transaction is reversed, Friction will refund or reverse the transaction from your Friction Account in the same currency as the original transaction. If your Friction Account balance for a particular currency is insufficient to cover the amount of a refund or reversal, Friction will perform a currency conversion in order to refund or reverse the transaction, subject to the exchange rate being offered by Friction in the applicable currencies at that time.

If you receive a debit or credit card-funded payment through your Friction Account and you (or a third party) pursue a chargeback for the transaction with the card issuer, then Friction may assess you with a chargeback fee (for facilitating the chargeback process) and will remove the charged back funds from your Friction account.

Payments to you may be invalidated and reversed by Friction if:

• Our investigation of a bank reversal finds that the transaction was fraudulent.
• Friction sent the payment to you in error.
• The payment was unauthorized.
• You received the payment for activities that violated this Agreement, the Acceptable Use Policy, or any other agreement between you and Friction.

When you receive a payment, you are liable to Friction for the full amount of the payment sent to you plus any fees if the payment is later invalidated for any reason.

If your Friction Account goes into a negative amount, including as a result of a chargeback, reversal of a transaction, deduction of fees or any other action carried by you or a third party, that negative amount represents an amount you owe to Friction and you promise to repay the negative amount immediately without any notice from us. We may send you reminders or take such other reasonable actions to recover the negative amount from you, for example, we may use a debt collection service or take further legal actions. We may charge you for any costs we may incur as a result of these collection efforts.

UPDATES, MODIFICATION & ADJUSTMENTS

Friction reserves the right to change, revise or modify these Terms from time to time by updating this page. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We will also try to notify you of any material changes which could be done via the email associated with your account or service notification. By continuing to use our services after the changes become effective, you agree to be bound by the revised Terms.

DATA PROTECTION

With respect to all the Personal Information belonging to, and/or processed in connection with Friction or this website, such Personal Information at all times comply with all Data Protection Laws in the territory, in all respect and in particular the General Data Protection Regulation and all applicable data protection regulation in force. Friction maintains a Privacy Policy which provides an overview of the Personal Information we collect about you or that you provide to us and how we store and use the information provided by you in line with applicable Data protection legislations. By using Friction's Services, you consent to such processing and you commit to providing accurate information.

THIRD-PARTY MATERIALS

Certain Website or App functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

Any access or consent you give to such third-party materials is an agreement between you and it, we will have no liability for any loss whatsoever, as a result of any such agreement.We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website or App at any time. In addition, the availability of any Third Party Materials through the Website or App does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

The Services may contain links or connections to third-party websites or services that are not owned or operated by us or our third-party service providers or licensors. We provide such links and connections for your reference only. We do not control such third-party websites or services and are not responsible for their availability or content. Our inclusion of such links and connections does not imply our endorsement of such third-party websites or services or any association with their owners or operators. We assume no liability whatsoever for any such third-party websites or services or any content, features, products, or practices of such third-party websites or services. Your access and use of such third-party websites and services is subject to applicable third-party terms and conditions and privacy policies. We encourage you to read the terms and conditions and Privacy Policy of each third-party website or service that you visit or utilize.

GOVERNING LAW

These Terms are made under and will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

GOVERNING LANGUAGE

The governing language of these Terms and all communication between Friction and you will be in English language.

Contact Us

If you have any questions, comments or concerns about this Privacy Policy, the personal information we hold on you, or you would like to exercise one of your data protection rights provided for under applicable privacy laws, you may contact us by:

• reaching out to the customer service support available on the website or app.
• sending an email to support@usefriction.com.
• calling +234 704 466 1075.

If you feel that we have not addressed your questions or concerns adequately, or you believe that your data protection or privacy rights have been infringed, you can complain to your local Data Protection Authority