TERMS AND CONDITIONS OF USE

3. ELIGIBILITY/ AUTHORITY

3.1. This Platform and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Platform or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and/or (iii) are not a person barred from purchasing or receiving the Services found under the laws of Nigeria or other applicable jurisdiction.

3.2. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement. If after acceptance of this Agreement, Catali finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations.

3.3. Catali shall not be liable for any loss or damage resulting from Catali's reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Catali reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

4. OUR SERVICE

Our systems, strategies, and technologies are designed to catalyze the growth and success of our vendors while ensuring a secure and convenient shopping experience for customers. We provide an inclusive marketplace where buyers meet sellers (B2C), and businesses connect with other businesses (B2B) to foster seamless and trusted transactions. Explore our services to see how we support your success and customer satisfaction.

5. ACCOUNT

In order to access some of the features of this Platform or use some of the Services, you will need to create an Account. You represent and warrant to Catali that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Catali has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Catali reserves the right, in its sole and absolute discretion, to suspend or terminate your Account.

• 5.1.1. You are solely responsible for the activity that occurs on your Account, whether or not authorized by you, and you must keep your Account information secure, including without limitation your profile code/login, password, and Payment Method(s).
• 5.1.2. You must notify us immediately of any breach of security or unauthorized use of your Account. Catali will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Catali or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

5.2. You are required to register on our platform for the use of the service.

• 5.2.1. You may register for an account with our platform by completing and submitting the registration form on our website.
• 5.2.2. You represent and warrant that all information provided in the registration form is complete and accurate.
• 5.2.3. If you register for an account with our marketplace, you will be asked to provide an email address, phone number and password, and you agree to:
  • i. Keep your password confidential;
  • ii. Notify us in writing immediately (by filling our Contact Us Form) if you become aware of any disclosure of your password; and
  • iii. Be responsible for any activity on our platform arising out of any failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.

6. GENERAL USE AND LIMITATIONS

6.1. You may only use the Service for lawful purposes and in compliance with applicable laws and regulations. You agree not to use the Service to engage in any activity that would violate any laws, regulations, or third-party rights.

6.2. You acknowledge and agree that:

• 6.2.1. Your use of this Platform and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.
• 6.2.2. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
• 6.2.3. You will not use this Platform or the Services in a manner (as determined by Catali in its sole and absolute discretion) that:
1. Is illegal, or promotes or encourages illegal activity;
2. Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);
3. Promotes, encourages or engages in terrorism, violence against people, animals, or property;
4. Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
5. Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
6. Interferes with the operation of this Platform or the Services found on this Platform;
7. Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
8. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Catali or Catali's Services.
• 6.2.4. You will not engage in any false, abusive or fraudulent activities. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure.
• 6.2.5. You will not copy or distribute in any medium any part of this Platform or the Services, except where expressly authorized by Catali.
• 6.2.6. You will not modify or alter any part of this Platform or the Services found on this Platform or any of its related technologies.
• 6.2.7. You will not access Catali Content or User Content through any technology or means other than through this Platform itself, or as Catali may designate.
• 6.2.8. You agree to back-up all of your User Content so that you can access and use it when needed. Catali does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
• 6.2.9. You will not re-sell or provide the Services for a commercial purpose, including any of Catali's related technologies, without our express prior written consent.
• 6.2.10. You will not circumvent, disable or otherwise interfere with the securityrelated features of this Platform or the Services found on this Platform (including without limitation those features that prevent or restrict use or copying of any Catali Content or User Content) or enforce limitations on the use of this Platform or the Services found on this Platform, our Content or the User Content therein.
• 6.2.11. You agree to provide government-issued identification and/or government issued business identification as required for verification of identity when requested.
• 6.2.12. You are aware that we may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Catali asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Catali is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of Catali that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from us. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on our behalf that may be sent by an automatic telephone dialling system. You understand that providing consent is not a condition of purchasing any good or service from us. Message and data rates may apply.
• 6.2.13. Without limiting any of the rights set forth elsewhere in this Agreement, Catali expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Platform or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any of our policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Platform or Services (as determined by us in our sole and absolute discretion).
• 6.2.14. If your purchase or account activity shows signs of fraud, abuse or suspicious activity, we may cancel any service associated with your name, email address or account and close any associated accounts in our custody. If we in our sole discretion, determines that any conducted activity is fraudulent, we reserve the right to take any necessary legal action and you may be liable for monetary losses to us including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact us .

7. REMOTE AGENT PROGRAM

Our trained, accredited and certified Agents are available to help vendors handle the running of their web stores. The agents are recruited to work for businesses through our platform. Every relationship between the agents and their attached business(es) is managed by the company. You opting to use our agents, you give your express consent to the use of same in manner as contained in our list of services

8. FEES AND PAYMENTS

8.1. The Services are available under subscription plans of various durations. See our Payment Plans .

8.2. Payment Due at Time of Order; Non-Refundable: You agree to pay all amounts due for Services at the time you order them. All payments are processed through third-party platforms. To enable the active state of features on the platform, we currently do not offer refunds.

8.3. Renewal: YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU INFORM US THAT YOU DO NOT WISH TO RENEW THE SUBSCRIPTION. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven (7) days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Catali to charge the subscription fee to the Credit Card last used by you.

8.4. Price Changes: Catali reserves the right to change its prices and fees at any time, and such changes shall either be posted online on this platform and effective immediately without need for further notice to you or notice shall be provided to you by email. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services in question come up for renewal.

8.5. Payment Processing: Our payments are processed and received through thirdparty payment platforms. Payments methods are subject to as available on said platforms; (credit/debit card, bank transfer, ussd(for applicable territories), cash deposits, etc.). Confirmation of your order will be sent to the email address on file for your Account.

8.6. Refunds Issued: Catali presently does not offer refunds. However, Vendors are liable to refund their customers, if they fail to deliver on orders (product/service), after 72 hours from the promised delivery timeline, 3 hours where delivery timeline are stated in hours.

• 8.6.1. Vendors are obligated to declare delivery timelines for products and services they offer, through the business setting area of their dashboard on the platform.
• 8.6.2. You agree that where refunds are issued by the vendors, confirmation will be submitted to the third-party payment platform charged at the time of the original sale, and that Catali has no control over when the refund process will be completed and credited to you. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your payment method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.

8.7. Monthly Billing Date: If you are being billed on a monthly or annual basis, your monthly billing date will be the monthly or annual anniversary of the date you purchased the Services, unless that date falls after the 28th of the month of February, in which case your billing date will be the 1st of the following month.

8.8. International Payment Options: Catali offers a variety of alternative international payment options through a variety of International Payment Providers (“IPP”). In the event you select an IPP, you represent that you have already agreed to any and all of the IPP's applicable customer service agreements in advance of completing your transaction at Catali. You also agree to allow the IPP to debit the full amount of your purchase from the selected account or payment method, collectively “Funding Sources”. In addition, you agree to allow the selected IPP to debit, if applicable, an “Exchange Rate Conversion Fee”, as well as any other fees or charges applicable to your agreement with the IPP (collectively, the “IPP Fees”), from your Funding Sources. You understand and agree that IPP Fees are subject to change at any time by the IPP without notice to you by Catali. It is your responsibility to keep your Funding Sources current and funded. You agree that (i) the IPP or Catali reserve the right to decline a transaction for any reason and (ii) neither the IPP nor Catali shall be liable to you or any third party regarding the same. You acknowledge that Catali will not attempt to fulfill the Services purchased by you until Catali receives confirmation of payment from the IPP through its associated payment processor. You acknowledge there may be a gap of several hours or days between the time you place an order and the time the IPP confirms payment through its associated payment processor. If Catali does not receive confirmation of payment from the IPP through its associated payment processor within thirty (30) days from when the order is placed, your order may be cancelled, at which time you will need to commence the purchase process again. In the event that you would like to cancel payment for a pending transaction, you may cancel the order through your Catali account. Payments received on previously cancelled orders will be automatically refunded to the original Payment Method when possible.

9. YOUR PRIVACY

9.1. We understand the importance of protecting your privacy when using the Service. When you use and access our Service, we may collect necessary data about you, such as "necessary cookies," which are essential for the proper functioning of the Service.

9.2. In addition to necessary cookies, certain interactions with the Service, such as filling out forms or receiving feedback for requests, may result in the collection of other personal data. We are committed to processing any personal data we collect in accordance with applicable data protection laws and regulations.

9.3. To learn more about how we handle your personal data, please refer to our Privacy Policy . This document explains how we collect, use, disclose, and protect your personal data, as well as your rights with respect to your personal data and the contact of a data protection officer.

9.4. By using the Service, you acknowledge that you have read and understood our Privacy Notice . and agree to our collection, use, and disclosure of your personal data as described therein. If you do not agree to our practices, please do not use the Service.

10. DATA PROTECTION

10.1. We recognize the importance of protecting the privacy of those who visit and choose to use our platform/service. We are compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable.

10.2. Please note that such requirements may be amended from time to time.

10.3. With respect to all the Personal Information belonging to, and/or processed in connection with our platform/service, such Personal Information at all times are in compliance with all Data Protections Laws in the territory, in all respect and in particular the Nigeria Data Protection Regulation 2019 and all applicable data protection regulation in force.

10.4. Our company 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.

10.5. By using our platform and Services, you consent to such processing and you commit to the provision of accurate information.

11. COOKIES

11.1. We employ the use of cookies. By using our platform and service, you consent to our use of cookies in accordance with our privacy policy .

11.2. Most of the modern-day interactive websites use cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our platform to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate/advertising partners may also use cookies. Kindly refer to our Cookie Policy .

12. LICENSE AND INTELECTUAL PROPERTY

12.1. Unless otherwise stated, Catali Web Stores and/or its licensors own the intellectual property rights and materials on the company's platforms.

12.2. All text, formatting (including without limitation the arrangement of materials on the company's platform(s)) and the graphics, animation, tools, commercials, music, video, articles, sound, copy, trade names, logos and other materials and information, are subject to the intellectual property rights of the company and its affiliates and their licensors and licensees

12.3. We do not grant you any right, license, title or interest to any of our intellectual Property rights which you may or may not have access to.

12.4. These Content may not be copied, reverse engineered, decompiled, disassembles, modified or reposted on other websites.

12.5. The Service and all materials included in the Service, including but not limited to software, documentation, and user interfaces, are owned by the company and/or its licensors and are protected by intellectual property laws. You will not use any of our intellectual property without our prior written consent.

13. CONFIDENTIALITY

13.1. We will keep confidential any information you provide to us in connection with your use of the Service. We will not disclose this information to any third party without your consent, except as required by law. Please refer to our privacy notice for more information about our data collection and use practices.

14. TRADEMARK AND/OR COPYRIGHT CLAIMS

Catali supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, you will be required to substantiate such claims through submission of clear evidence of (a) ownership of trademark or copyright (registration documents), and (b) infringement by the other party, to our customer service channel. All claims will be duly examined and resolved by Catali's legal team.

15. DISCLAIMERS AND LIMITATIONS OF LIABILITY

THE SERVICE IS PROVIDED "AS IS" AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE. WE DISCLAIM ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Catali Web Stores Ltd, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the Service, your breach of this Agreement, or your violation of any law or third-party right.

17. COMPLIANCE WITH LOCAL / TERRITORY LAWS

Catali makes no representation or warranty that the content available on this platform or the services found on this platform are appropriate in every country or jurisdiction, and access to this platform or the services found on this platform from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this platform or the services found on this platform are responsible for compliance with all local laws, rules and regulations.

18. TERMINATION/ RIGHT TO SUSPEND, BAR ACCOUNT AND OTHER LEGAL MEASURES.

18.1. We may terminate this Agreement and your access to the Service at any time, with or without cause or notice. Upon termination, your right to use the Service will immediately cease.

18.2. Under no circumstance is a vendor allowed to use Catali Web Stores platform for the promotion of any service, transaction, product, or activity that falls within the Prohibition List of the Customs Administration Nigeria and other applicable territories. The prohibited list includes but is not limited to the sale and/or purchase of the following;

• i.   Fireworks, destructive devices and explosives;
• ii.   Any product or service that is illegal or marketed or sold in such a way as to create liability to catali web stores ltd;
• iii.   Banned narcotics, steroids, certain controlled substances or other products that present a risk to consumer's safety;
• iv.   Blood, bodily fluids or body parts;
• v.   Burglary tools;
• vi.   Counterfeit items;
• vii.   Illegal drugs and drug paraphernalia;
• viii.   Fireworks, destructive devices and explosives;
• ix.   Identity documents, government documents, personal financial records or personal information (in any form, including mailing lists);
• x.   Lottery tickets, sweepstakes entries or slot machines without the required license;
• xi.   Offensive material or hate speech or items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
• xii.   Chemicals;
• xiii.   Recalled items;
• xiv.   Prohibited services;
• xv.   Unlicensed financial services, stocks or other securities;
• xvi.   Stolen property;
• xvii.   Items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
• xviii.   Sales of currency without bdc license and other operations that are proscribed by the central bank of nigeria laws or any other law regulating financial transparency and public policy;
• xix.   Obscene material or pornography;
• xx.   Production of military and paramilitary wears and accoutrement, including those of the police and the customs, immigration and prison services.
• xxi.   Show the personal information of third parties in violation of applicable law;
• xxii.   Support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs;
• xxiii.   Are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;
• xxiv.   Pertain to ammunitions and arms; and
• xxv.   Involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from catali web stores and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.

18.3. You may not use Catali's platform for the promotion of any product, service, transaction or activity that:

• i.   Violates any law or government regulation, or promotes or facilitates such by third parties;
• ii.   Violates any rule or regulation of visa, mastercard, verve or any other electronic funds transfer network (each, a “card network”);
• iii.   Is fraudulent, deceptive, unfair or predatory;
• iv.   Causes or threatens reputational damage to us or any card network;
• v.   Creates a significant risk of chargebacks, penalties, damages or other harm or liability on catali web stores.

18.4. If, upon investigation and in our sole discretion, we conclude that you may have engaged in any of the listed activities, we may (with or without notice to you) take such actions as we deem appropriate to mitigate risk to our company and any impacted third parties and to ensure compliance with this terms and conditions of use/policy. Such actions may include, without limitation:

• i. Blocking the settlement or completion of one or more payments;
• ii. Suspending, restricting or terminating your access to and use of the service
• iii. Terminating our business relationship with you, including termination without liability to the company of any payment service agreement between you and the company;
• iv. Taking legal action against you;
• v. Contacting and disclosing information related to such violations to (a) persons who have sold/purchased goods or services from you, (b) any banks or Card Networks involved with your business or transactions, (c) law enforcement or regulatory agencies, and (d) other third parties that may have been impacted by such violations; or
• vi. Assessing against you any fees, penalties, assessments or expenses (including reasonable attorneys' fees) that we may incur as a result of such violations, which you agree to pay promptly upon notice.

19. DISPUTE RESOLUTION

Dispute resolution applies to dispute between you and Catali, an is subject to proceedures as stated in our Legal Notice/Policy.

20. CHANGES TO TERMS AND CONDITIONS

20.1. At Catali Web Stores Ltd, we are committed to improving and expanding our Services to provide you with the best possible experience. As a result, we may make changes to these terms and conditions at any time and for any reason.

20.1.1. We reserve the right to update or modify these terms and conditions without prior notice to you.

20.1.2. Any changes will be effective immediately upon posting the updated terms and cconditions on our website.

20.1.3. By continuing to use the Service after any changes are made, you agree to be bound by the updated Terms of Service.

20.2. We encourage you to review these terms and conditions regularly to stay informed about any updates. Your continued use of the Service after the posting of the updated terms and conditions constitutes your agreement to be bound by the updated terms and conditions.

20.3. If you do not agree with the updated terms and conditions, you should stop using the Service immediately.

21. GENERAL TERMS

21.1. These Terms and Conditions constitutes the entire agreement between you and Catali Web Stores Ltd regarding the Service and supersedes all prior discussions, agreements and understandings relating to the said services.

21.2. If any provision of these Terms and Conditions/Policy is held to be invalid or unenforceable, that provision will be deemed to be removed and the remaining provisions will remain in full force and effect.

21.3. No waiver by either party of any breach or default under these Terms and Conditions will be deemed to be a waiver of any preceding or subsequent breach or default.

22. COMMUNICATION

If you have any questions, concerns or complaints about us and our Services, you may contact us through our platform; https://www.cataliws.com/index/contact-us