These Terms and Conditions (the “Terms”) describe your rights and responsibilities as a customer of our Services (as defined below). These Terms are between you and Coterie Finance Technology Limited (“Coterie,” “we,” or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that (a) you have the full legal authority to bind your employer or such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I agree” (or similar button or checkbox) that is presented to you.

PLEASE NOTE THAT IF YOU SIGN UP FOR A SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (I) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY; (II) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS; AND (III) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

1. LEGAL AGREEMENT

1.1 Acceptance of Our Terms. These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Service. For greater certainty, these Terms include any hyperlinks hereto and any other document executed by the parties that incorporate these Terms by reference. If you do not agree with, or cannot comply with, these Terms, then you may not use the Services.

1.2 Changes to the Services or these Terms. We reserve the right to update, change, or replace any part of the Services or these Terms by posting updates and/or changes to the website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Services following the posting of any change(s) constitutes acceptance of those changes.

1.3 International Use. Accessing the Services in certain countries may not be lawful, and we make no representation that the Services are appropriate or available for use in locations outside Nigeria. If you choose to access the Services from outside Nigeria, you do so at your own risk and initiative and are responsible for compliance with any local, provincial, national, or international laws that are applicable to such access or use of the Services. The information on this website is not an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation cannot legally be made, or to any person to whom it is unlawful to make a solicitation.

2. SERVICES

2.1 Description of Services. Coterie is a financial technology platform designed to streamline utility and bill payments for residential and commercial properties. These Terms govern your use of the products and services on our website and mobile application, including all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with our services (collectively, the “Services”). For greater certainty, the Services include your use of our website and platforms at coteriefinance.com, our web-based application, and our mobile app.

2.2 Limited License Grant. Subject to your continued compliance with these Terms and the restrictions set out in Section 2.4 below, we grant you a non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the Services for your personal or commercial purposes.

2.3 Representations and Warranties. As a condition of your use of the Services, you represent and warrant that: (a) you have reached the age of majority in your province or territory of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Services in accordance with these Terms and only for lawful purposes; (d) all information supplied by you through the Services is true, accurate, current, and complete; (e) you have not previously been suspended or removed from our Services; (f) your use of the Services will not infringe or misappropriate the confidentiality or intellectual property rights of any third party; (g) your registration and use of the Services comply with all applicable laws and regulations; and (h) you hold valid bank verification numbers where required.

2.4 Prohibited Activities. You are prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to reproduce, duplicate, copy, sell, resell, or exploit the Services, access to the Services, or any portion of the Services without our express written permission; (l) to transmit any advertising or promotional materials; or (m) to interfere with or circumvent the security features of the Services, or any related website, other websites, or the Internet.

2.5 Free and Beta Services. You may receive access to certain Services or product features on a free, fully discounted, or trial basis or as an alpha, beta, or early access offering (“Free and Beta Services”). Use of Free and Beta Services is limited to the period specified by us. We may terminate your use of Free and Beta Services at our discretion at any time, without liability to you. We may modify Free and Beta Services at any time for any reason. Free and Beta Services may be inoperable, incomplete, or include features that we may never release, and their features and performance information are our Confidential Information (defined below). NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, WE PROVIDE NO WARRANTY, INDEMNITY, SERVICE LEVEL AGREEMENT, OR SUPPORT FOR FREE AND BETA SERVICES AND WE WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR YOUR USE OF FREE AND BETA SERVICES.

3. ACCOUNT REGISTRATION AND USE

3.1 Account Registration. To access certain features of the Services, you may be required to register for an account. When you register for an account, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form and to update this information as needed to keep it true, accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

3.2 Account Security. You are responsible for maintaining the security of your account and are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You agree to notify us immediately of any unauthorized access to or use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this security obligation.

4. FEES AND PAYMENTS

4.1 Subscription Fees. Some aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the pricing and payment terms as we may update them from time to time. Coterie may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.

4.2 Payment Information. You must provide accurate, current, and complete information when registering for a paid Service and you agree to update your payment information as necessary to maintain its accuracy. You authorize Coterie to bill your payment method on a recurring basis in accordance with the applicable subscription plan until you cancel your subscription.

4.3 Cancellation and Refunds. You may cancel your subscription at any time, but please note that there are no refunds for cancellation. If you cancel your subscription, the cancellation will take effect at the end of the current billing cycle.

5. INTELLECTUAL PROPERTY

5.1 Ownership. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Coterie, its licensors, or other providers of such material and are protected by Canada and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

5.2 License Grant. Subject to these Terms, Coterie grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal, non-commercial use.

5.3 Restrictions

You shall not: (a) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where they are capable of being accessed by more than one device at any time; or (e) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or that violates any applicable law.

6. PRIVACY POLICY

Your use of the Services is also governed by our Privacy Policy. By using the Services, you agree to the terms of the Privacy Policy.

7. TERMINATION

7.1 Termination by You. You may terminate your account at any time by following the instructions provided on the website or mobile app. Upon termination, you must cease all use of the Services.

7.2 Termination by Us. We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, if you breach any provision of these Terms. Upon termination, your right to use the Services will immediately cease.

7.3 Survival. The provisions of these Terms that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 Disclaimer of Warranties. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by law, Coterie expressly disclaims any and all warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing, usage, or trade. We do not warrant that the Services will meet your requirements, be uninterrupted, secure, or error-free.

8.2 Limitation of Liability. To the maximum extent permitted by law, in no event shall Coterie, its affiliates, directors, employees, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the Services; (b) any unauthorized access to or use of our servers and/or any personal information stored therein; (c) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party; or (d) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Services, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Coterie has been advised of the possibility of such damages.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of Nigeria, without regard to its conflict of laws principles.

9.2 Dispute Resolution. Any disputes arising out of or in connection with these Terms shall be resolved through binding arbitration conducted in accordance with the rules of the Nigerian Arbitration and Conciliation Act. The arbitration shall be conducted in Lagos, Nigeria, and the language of arbitration shall be English. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

10. MISCELLANEOUS

10.1 Entire Agreement. These Terms constitute the entire agreement between you and Coterie regarding the use of the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

10.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.3 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

10.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Coterie’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Coterie may freely assign or transfer these Terms without restriction.

10.5 Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed to have been given when received by the other party.

By clicking “I agree,” you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.