Terms & Conditions

The following terms of use are the terms of a legal agreement (“Agreement”) between you (“you” or “your”) and Blochq Limited, its subsidiaries, affiliates, agents, and assigns, (collectively, “Bloc”, “we”, “us”, or “our”). This Agreement sets forth the terms and conditions for your use of Bloc’s dashboard/website, available at app.blochq.io as well as the products and services offered, operated or made available by Bloc through the Website and dashboard, (collectively, the “Services”). Note that these Terms apply to you whether you are only visiting the website or have registered to be a user of the Services.

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The Website and Services are owned and operated by Bloc and are being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Website or Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Bloc, and this Agreement governs your use of the Website and Services.

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This agreement also includes, among other things, a binding mediation and arbitration provision that contains a class action waiver. Please refer to sections 23 and 24 below for more information.

1. Acceptance of Agreement

Please carefully review this Agreement before using the Website or Services, or accessing any data therein. If you do not agree to these terms, you may not access or use the Website or Services.

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To use Bloc’s Website, or Services, you are warranting that you are not a person barred from receiving services under the laws of the applicable jurisdiction. You also undertake and agree to provide us with information that is accurate, and not to misrepresent your identity or your user information. You are only entitled to access and use the Services for lawful purposes.

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To use Bloc’s Services you must be of legal age (ages of 18 and above) to form a binding contract with Bloc and not prohibited by law from using the Website or Services. We do not knowingly engage people younger than the age of 18. If as a parent or guardian, you become aware that your child has provided us with any information without your consent, please contact us through the details provided in these Terms.

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Whereas

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A. Bloc is an all-in-one suite of FinTech infrastructure company that provides businesses with the tools and APIs needed to embed financial services into their product or service offering, with or without technical expertise. Bloc's tools are bank-grade secure and compliant with CBN regulations, allowing businesses to provide their customers with the best user experience.

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B. Consumer Partner is any person, small and medium enterprises, company, associations and businesses across various sectors that requires the services of Bloc in the form of Partnership or otherwise.

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C. Bloc is willing to partner with Consumer Partner to provide an all-in-one suite FinTech infrastructure tailored to meet its Consumer Partner’s needs with or without technical expertise.

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The parties hereby agree as follows:

2. Definitions and Interpretations

2.1. Definitions:

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Unless expressly stated otherwise, in this Agreement, the following terms shall have the meanings set opposite them

3D-Secure

means the backup two (2) levels of security which must include delivery of a dynamic code in a card transaction.

Affiliate

means, in relation to any Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding company of that Party and any direct or indirect subsidiaries of such holding company;

Agreement

means this Terms of Use Agreement and any supplements, appendices, amendments, modifications, extensions and revisions therein;

Agents

mean individuals acting on behalf of Parties;

Artificial Intelligence;

API

means Application Programming Interface belonging to Bloc which is a documented specification of how systems should interact with each other to achieve the business objective of business process integration and automation for electronic payment and collection;

Applicable Law(s)

includes but is not limited to all Nigerian legislation, law, regulation, code, guidelines, rules, policies and directives of any competent regulatory entity, including without limitation CBN and NIBSS requirements with respect to payments, data protection, data privacy and data security, or any successor legislation, law, regulation, code, guidelines, rules, policies and directives amending, consolidating or replacing such Applicable Law, that is applicable to the deployment or operation of the core IT Banking Solution as well as any Services to be provided with respect to this Agreement, and any court decision having the force of law in Nigeria;

Bloc Terms and Conditions

means collectively the terms and conditions set forth in this Agreement, as may be amended from time to time, including all exhibits, schedules and addendum thereto and the terms and conditions of the Payment Gateway on the website.

Business Day

means any day other than Saturday, Sunday, or any other day on which banking institutions in the Territory are authorized by law or executive action to close;

Card

means a prepaid virtual and/or physical card issued by Issuing Bank, which is branded with one or more marks or signage of a Payment Scheme, offered by Bloc to its Consumer Partners on the Bloc Platform;

Cardholder

means any authorised user of a card who uses the card to carry out a card transaction on the Payment Gateway;

Confidential Information

means all information relating to the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation, financial information, know-how, processes, ideas, intellectual property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature but does not include information which is known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the disclosing party or becomes publicly available, other than as a breach of this Agreement, or becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or any information required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority;

Consumer Partner

means an end user customer that uses Bloc Services in the conduct of its business of selling goods or providing services to the Public;

Chargebacks

means this Terms of Use Agreement and any supplements, appendices, amendments, modifications, extensions and revisions therein;

means the reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the Issuing Bank, Payment Scheme or other financial institution.

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The reasons for the Chargebacks include (but are not limited to):

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the transaction amount not being authorized;
the cardholder alleging non-participation in the transaction; or non-authorization of the use of card; or non-receipt of goods and/or services purchased;
cancelled or uncompleted pre-authorized transaction; or
suspected fraud on card.

Disclosing Party

means any one of the Parties under this Agreement who discloses Confidential Information to the other Party to this Agreement;

Fines

means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Payment Schemes or other financial institution require either the Consumer Partner or Bloc to pay or which are otherwise directly or indirectly recovered from Bloc at any time and which relate to any aspect of this Agreement (including the provision of the Services hereunder).

Intellectual Property Rights

means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Issuing Bank

means a financial institution that issues cards under the authority of the relevant Payment Scheme;

Parties

means Blochq Limited, its subsidiaries, affiliates, agents and assigns and the Consumer Partner;

Payment Gateway

means the infrastructure and e-commerce service of Bloc that authorizes payments for Consumer Partner;

Payment Scheme

means Visa, MasterCard, American Express, Discover® Global Network and any Affiliates thereof or any other card payment network (including any local schemes thereof) and/or such other schemes governing the issue and use of credit, debit, charge, purchase or any other cards or payment methods, as approved and notified by Bloc to the Consumer Partner in writing or on the Bloc websites from time to time;

Payment Scheme Rules

means individually and collectively, any and all applicable rules, regulations, standards and operating guidelines issued by any Payment Scheme, as amended and restated from time to time;

PCI-DSS

means the Payment Card Industry Data Security Standards;

Platform

means the website or whatever means Bloc uses to render its services to Consumer Partner;

Receiving Party

means any person receiving Confidential Information from a Party under this Agreement;

Refund

means a return of an amount to a Consumer Partner or the reversal of any other payment pursuant to a request or instruction from the Consumer Partner to Bloc;

Regulatory Authority

means any regulator or other public body having supervisory or regulatory authority over Bloc or the Consumer partner;

Services

means usage of Bloc APIs by the Consumer Partner for its payment services;

Territory

means the Federal Republic of Nigeria;

User Acceptance Test

(UAT) means the last phase of testing of the Payment Gateway integration to ensure functionality according to specification; and

VAT

means Value Added Tax

2.2. In this Agreement, a reference to:

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A statutory provision includes a reference to

The statutory provision as modified from time to time (whether before or after the date of this Agreement); and
Any subordinate legislation made under the statutory provision (whether before or after the date of this Agreement);

A person includes a reference to any individual, body corporate, unincorporated association or partnership; and in the case of an individual, to that person’s legal personal representatives, successors or assigns;
A clause or annex is, unless the context otherwise requires, a reference to a clause or annex to this Agreement;
All references to the singular shall include the plural and vice versa;
One gender shall include all other genders;
The words “including” and “in particular” shall be deemed to be followed by the expression “(but not limited to)”;
An account means an account and any sub-accounts of that account and as each may be substituted, renewed, re-designated, replaced or renumbered;
The clause headings in the Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.
Words and expressions defined in any sub-clause, shall for the purposes of the clauses of which the sub- clause forms a part, bear the meaning assigned to such words and expressions in that sub-clause;
If any definition is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive clause in the body of the Agreement, notwithstanding that it is only contained in the interpretation clause;
If any period is referred to in this Agreement by way of reference to a number of days, the days shall be reckoned exclusively of the first and exclusively of the last day except the last day falls on a Saturday, Sunday or public holiday in which case it shall be made on the previous Business Day; and
A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

3. Modification of this Agreement

Bloc reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Website. You should check this Agreement on the Website periodically for changes. All changes shall be effective upon posting, and we will also revise the “last updated” date. Your continued use of the Website or Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Bloc may terminate, suspend, change, or restrict access to all or any part of the Website or Services at any time without notice or liability in its sole discretion.

4. Consent to Electronic Communications

4.1. Communications to be provided in electronic form

4.2. Communications in Writing

By accepting this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically, as stated above. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. You will need a valid email address and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.

4.3. Updating Records

As noted above, you can update your User Information (as defined in Section 12) by accessing your Bloc account and updating your User Information.

5. Privacy Policy

Bloc maintains a Privacy Policy, available at www.blochq.io/privacy, which details what data we collect, and how we collect it and use it. Our Privacy Policy is fully incorporated into this Agreement. We reserve the right to update the Privacy Policy at any time at our discretion, and that any changes made to our Privacy Policy are effective when the updates are live on the Website.

6. Commencement & Duration

This Agreement shall commence from the date it was last updated on the website (“Effective Date”) and shall continue for as long as the business relationship exist between Parties (“Initial Term”) unless any Party terminates the Agreement in accordance with this Agreement.

7. Obligations of Bloc

4.1. Communications to be provided in electronic form

7.1. Bloc shall offer simple, secure and scalable FinTech infrastructure services that allows Consumer Partner perform the following services:

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Know-Your-Customer (KYC)
Accounts
Multiple payment providers services
Transfers
Bills Payment
Card Services

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with or without technical expertise while maintaining compliance with all relevant regulations.

7.2. Bloc will assign NUBAN savings and current accounts and wallets to enable Consumer Partner hold and disburse funds across Nigeria and beyond.

7.3. The Consumer partner will leverage on Bloc’s all-in-one suite infrastructure and partner licenses to seamlessly identify and add new customers on its platform.

7.4. Bloc will provide the necessary information, data and support required for the integration of Consumer Partner into Bloc’s System.

7.5. Bloc will provide necessary technical and administrative support to all Consumer Partner staff as it relates to this Agreement.

7.6. Bloc shall disseminate information relating to technical updates on the Dashboard that may impact Consumer Partner operations.

7.7. Bloc shall provide escalation procedures for resolving any technical or operational issues.

8. Obligations of Consumer Partner

Subject to the terms and conditions of this agreement, Consumer Partner shall;

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Successfully onboard on the Bloc’s dashboard in accordance with the guidelines as stipulated by Bloc;
pay the agreed fees set out by Bloc for every of its Services deployed by Consumer Partner;
ensure that it complies with the Anti-Money Laundry (AML) laws and regulations in place while using Bloc’s Services;
ensure it complies with laid out Know Your Customer (KYC) policies enacted by CBN and other regulatory bodies when onboarding its Customers.

9. Your Responsibilities

We have compiled a list of things you need to do to help us keep your Bloc account safe:

It is your sole responsibility to keep your Bloc account safe: Security Details, PIN and any part of your account security should not be shared with anybody else or carelessly stored or disclosed under any circumstance.

If you leave your Electronic Access Device without logging out, write your PIN down in a public space or share your details with anybody, we will not be liable for any errors, or results that may come of it.

We will always use all reasonable efforts to keep the Platform and service safe, and your security settings will help us narrow it further down. However, if these issues arise due to carelessness with any part of your account security, there is very little we can do, and we will be relieved of any liability as regards the occurrence of a breach

If you believe or reasonably suspect that there is a fraudulent act, we haven’t caught (which should be easy since you get all notifications), it is your duty to notify us immediately. We will then investigate and report back to you through the most secure channel you provide to us.

You are required to change your security options if you believe any part of your security has been compromised.

Where you notify us of your intention to change your password, PIN or security options, we will, with your approval, delete these details and allow you set up new ones.

After initial registration, we will not contact you (or ask anyone to do so on our behalf) with a request to disclose your log in details or transaction password/PIN. If you receive any such request from anyone (even if they are using our name and logo and appear to be genuine) then it is likely to be fraudulent and you must not provide your log in details to them under any circumstances. Also, you should report any such request to us immediately.

Upon your registration or approval of certain services, you give us permission to deduct any fees we communicate or notify you on any transaction or service. If these fees change, you will be notified before consummating any transaction and given the option to opt out of this service.

9.2. Your Responsibility in a Payment Transaction

When you initiate a payment by entering the required details on Bloc dashboard, you explicitly consent and authorize us to make the payment to the recipient you have provided. It is your responsibility to check all details are accurate as Bloc cannot validate or check these details. If you are initiating payments related to purchasing, then the relationship for that purchase remains between you and the relevant supplier.Bloc is in no way responsible for that purchase, or any terms set by that supplier. If you think that a payment initiated through Bloc may have been incorrect, unauthorized, or not properly executed (perhaps due to delay or other error), then you need to: contact us immediately on help@blochq.io so that we can investigate and stop the payment if possible.

10. Representations & Warranties

10.1. Each party represents and warrants that:

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It has the legal capacity to execute, deliver and perform its obligations under this agreement;
It has taken all necessary corporate actions to authorize its entry into this agreement and has taken or will take all necessary corporate actions to authorize the performance of this agreement and to carry out the transactions contemplated by this agreement;
This agreement constitutes a legal, valid and binding obligation of the party, enforceable against it in accordance with its terms; and
It has the requisite skill, expertise and financial means to undertake its obligations and responsibilities under this agreement.

11. Data Protection

11.1. By opening this account, you consent to us processing your personal information:

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To provide products and services to you in terms of this agreement and any other products and services for which you may apply;

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To carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products and services);

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In countries outside Nigeria where the products or services are being used and where such countries do not have the same data protection laws as applicable in Nigeria, we will, where possible, ask the receiving party to agree to our privacy policies.

11.2. The parties agree that they shall in respect of any data and/or proprietary information supplied by either party only act on instructions from each other regarding the processing of such proprietary information/data under this agreement and shall ensure that appropriate technical and organizational measures are taken against the unauthorized or unlawful processing of such proprietary information/data and against accidental loss, destruction, damage to, the proprietary information/data.

11.3. Any proprietary information/data provided by either party and used directly or indirectly in the performance of this agreement shall remain at all times the property of the party that supplied the proprietary information/data.

11.4. In the event of termination of this agreement, each party shall, when directed to do so, erase and instruct all its agents and subcontractors to erase a specific and or all information and data provided by either party and all copies of any part of the information and data provided as provided by either party.

11.5. Each party agrees to comply with applicable laws in relation to data protection..

12. User Information Accuracy & Updates

12.1. To access the Services, you must create an account on the Bloc Platform (“Bloc Account”), including the creation of a Login ID and password and become a user (“User”).

12.2. You agree to provide accurate, current, and complete information—such as your name, company name, mailing address, and email address—as may be prompted during account registration, in connection with your use of the Services, or as otherwise requested by Bloc (“User Information”). You further represent that you are authorized to provide us with all User Information and other information you provide to us to facilitate your use of the Website and Services and for us to track all your activities on the dashboard.

12.3. Should you believe or have reason to believe that any of your User Information, including your Login ID and/or password, has been compromised, or that another person is or may be accessing your Bloc Account, you agree to change your password.

13. Bloc Test Mode

Bloc is an all-in-one suite financial technology infrastructure company that allow companies to launch banking products quickly and compliantly to their customers. Bloc offers the test mode to allow prospective clients to learn about Bloc’s products and services. The test mode is intended to permit prospective customers to test Bloc’s products and services using artificial or fabricated data in a non-production environment.

13.1. Test Mode Use

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You must create a Bloc Account on Bloc’s dashboard through the Website after which a test credential shall be sent to you to access Bloc’s Test Mode services. You may use the Test Mode solely for internal evaluation of the Services to determine whether to enter into a paid commercial relationship with Bloc, and not for production access, competitive intelligence, or any other purpose. In using the Test Mode, you agree to comply at all times with Bloc’s applicable documentation, policies, and instructions, as amended from time to time, including those relating to the data types and use cases eligible for use in the Test Mode.

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Bloc may make available different types of Test Mode accounts, and each such Test Mode account may have different available functionality or usage limits. Bloc may modify or disable any Test Mode account (and delete related data submitted by you or provided by Bloc) at any time in its sole discretion without notice or liability to you. Bloc has no support obligations for the Test Mode or any Test Mode accounts. All use of the Test Mode is subject to the terms and conditions of this Agreement.

13.2. Ownership

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Except for the rights expressly granted to you in this Agreement, Bloc reserves and retains all right, title, and interest in and to the Website, Dashboard and Services, which includes but is not limited to your use of the Test Mode, and any other intellectual property created, used, or provided by Bloc for the purposes of this Agreement. To the extent you provide Bloc with any feedback relating to the Services or the Test Mode (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Bloc will own all right, title and interest in and to such Feedback (and you hereby make all assignments necessary to effect such ownership by Bloc).

13.3. Additional Users

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If any of your employees, agents, contractors and service providers access the Services and the Test Mode on your behalf, you remain responsible for their compliance with all of the terms and conditions of this Agreement (including without limitation terms relating to use of Services and theTest Mode) and that any such use of the Services and the Test Environment is for your sole benefit in evaluating the Services. If you enable any third parties to access the Test Environment, you (and not Bloc) remain solely responsible for your relationships with such third parties and for any related billing matters, technical support, or disputes.

13.4. No Use of Personally Identifying Information

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You may use the Test Mode with only artificial, fabricated, or “dummy” data and are not permitted to input into the Test Environment any personally identifying information belonging to you, your customers, or other individuals. Bloc expressly disclaims any responsibility for any personally identifying information that you may upload to the Test Environment and will treat all data input into the Test Environment as public, nonconfidential data.

14. Suspension of Services of Your Bloc Account

We reserve the right to suspend your usage of the Platform or any of the Services immediately and without advance notice in the following instances;

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In order to maintain security;
You have breached the terms and conditions;
You give us false information at any time;
We suspect fraud or an attempt at fraud;
If there is suspicious activity on your account;
You have not satisfied any anti-money laundering requirements;
You are not eligible or entitled to use the Platform;
You have broken the law or attempt to break the law;
We receive notice of your mental incapacity, bankruptcy or death;
There are system maintenance issues which need to be addressed promptly;
New upgrades are being introduced to the Platform;
If you stop holding any account, product or service in respect of which the Platform maybe used;
Upon receipt of instructions from you to suspend your access to the Platform;
We believe that continued access to the Platform will be detrimental to our business;
We have legal obligations to do so

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We will attempt to notify you, except it would compromise our security measures, or it is unlawful to do so, or impracticable within the circumstances.

15. Closing Your Bloc Account

You can deactivate or close your Bloc account any time you want. If you’d like to, please contact us (see how to contact us section). We will not charge you for cancellation.

16. Limitations of Use

16.1. You agree to use the Website and Services only for lawful purposes. You are prohibited from any use of the Website and/or Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Website or Services, including but not limited to unauthorized entry into Bloc’s systems, misuse of passwords, or misuse of any information posted on the Website or through the Services is strictly prohibited.

16.2. You agree that you will not (a) try to reverse engineer, disassemble, decompile, or decipher the Website, or the Services or software comprising the Website and Services, including but not limited to the Test Environment; (b) navigate or search the Website or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders); (c) use a means other than Bloc’s provided interface to access the Website, or the Services; (d) use the Website or the Services in a way that could impair, overburden, damage, or disable any portion of the Website or Services; or (e) mirror any material or content contained on the Website or the Services.

16.3. Bloc reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by any laws or regulations. Bloc also reserves the right to take action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to (i) updating information you have provided to us so that it is accurate; (ii) limiting or completely closing your access to the Website or the Services; (iii) suspending or terminating your ability to use the Website or Services on an ongoing basis; (iv) taking legal action against you; and/or (v) holding you liable for the amount of Bloc’s damages caused by any violation by you of this Agreement or any applicable law or regulation.

17. Intellectual Property Rights

17.1. The Website and the Services are owned and operated by Bloc. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, “Bloc Materials”) are owned exclusively by Bloc or its licensors or suppliers and are protected by Nigeria copyright, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws.

17.2. Nothing on the Website or about the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Bloc Materials displayed on the Website or the Services except as expressly set forth herein, without our prior written consent in each instance. You may not use, copy, display, distribute, modify, or reproduce any of the Bloc Materials found on the Website or Services unless in accordance with written authorization by us. Any questions concerning any Bloc Materials, or whether any mark or logo is a Bloc Material, should be referred to Bloc. All rights related to the Bloc Materials are hereby reserved.

17.3. You agree that the Bloc Materials may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Bloc. You acknowledge that the Bloc Materials are and shall remain the property of Bloc. You may not modify, participate in the sale or transfer of, or create derivative works based on any Bloc Materials, in whole or in part.

17.4. Notwithstanding Clause 17.2 and 17.3, Consumer Partner shall use Bloc’s Logo in promoting all the services it renders to its customers that is powered by Bloc’s Platform provided that such Consumer Partner indicates that such a service is “Powered by Bloc” along with the displayed Logo.

18. Cookies

18.1. Bloc uses various technologies to collect information, and this may include sending cookies to your computer or mobile device. Cookies are small data files that are stored on your hard drive or in device memory by a website or mobile application. Among other things, cookies support the integrity of Bloc’s registration process, retain your preferences and account settings, and help evaluate and compile aggregated statistics about user activity. Cookies also allow Bloc to provide you with relevant and personalized advertisements during your use of the Services.

18.2. Bloc may also collect information using web beacons. Web beacons are electronic images that may be used in our Services or emails. Bloc may use web beacons to deliver cookies, count visits, understand usage, and determine whether an email has been opened and acted upon.

18.3. In some cases, cookies, web beacons, and similar files are stored on your device only as long as your browser is running (session cookie); in other cases, such information will remain stored on your device for longer (permanent cookie). If your device offers the appropriate feature, you can block, delete or disable these cookies. In the settings of your device or browser, you can access your cookies and cookie settings.

18.4. Bloc may work with third-party service providers that have Bloc’s permission to use third-party cookies, web beacons or similar technologies to store information on the Website in order to improve your user experience with the Services.

19. Disclaimers

The Platform may be under constant upgrades, and some functions and features may not be fully operational during periods of upgrade or software

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We disclaim any liability arising due to the vagaries that can occur in the electronic distribution of information.

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You acknowledge that third party services are available on the Platform. We may have formed partnerships or alliances with some of these third parties from time to time in order to facilitate the provision of certain services to you. However, you acknowledge and agree that at no time are we making any representation or warranty regarding any third party's services nor will we be liable to you or any third party for any consequences or claims arising from or in connection with such third party including, and not limited to, any liability or responsibility for, death, injury or impairment experienced by you or any third party. You hereby disclaim and waive any rights and claims you may have against us with respect to third party’s services.

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We do not, in any way, endorse any information or service offered or described on the Platform. In no event shall we be liable to you or any third party for any decision made or action taken in reliance on such information

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You assume all responsibility and risk with respect to your use of the Platform. The services are provided and available “as is,” and “as available”. You understand and agree that, to the fullest extent permitted by law, we disclaim all warranties, representations and endorsements, express or implied, with regard to the Platform, including, without limitation, implied warranties of title, merchantability, noninfringement and fitness for a particular purpose

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We do not warrant that use of the Platform will be uninterrupted or error-free or that errors will be detected or corrected. We do not assume any liability or responsibility for any computer viruses, bugs, malicious code or other harmful components, delays, inaccuracies, errors or omissions, or the accuracy, completeness, reliability or usefulness of the information disclosed or accessed through the services.

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In no event, under no legal or equitable theory (whether tort, contract, strict liability or otherwise), shall we or any of our respective employees, directors, officers, agents or affiliates, be liable hereunder or otherwise for any loss or damage of any kind, direct or indirect, in connection with or arising from the use of the Platform / services or our agreement with you concerning the services, including, but not limited to, (i) the use of or inability to use the Platform, the service, or the content, (ii) any transaction conducted through or facilitated by the Platform; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Platform, the service and/or the content, (iv) unauthorized access to or alteration of your transmissions or data, or (v) any other matter relating to the Platform, the service, or the content, and any compensatory, direct, consequential, incidental, indirect, special or punitive damages, lost anticipated profits, loss of goodwill, loss of data, business interruption, accuracy of results, or computer failure or malfunction, even if we have been advised of or should have known of the possibility of such damages.

20. Indemnification

You agree to defend, indemnify, and hold harmless Blochq Limited, its employees, officers, directors, agents, its affiliates and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights or claims, or 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 defenses.

21. Limitation of Liability

Under no circumstances shall we, our licensors or any third party content/ service provider be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, loss profits, business interruption, loss data or otherwise) arising from or in connection with the performance of the services, your use of or inability to use the services, whether by a breach of contract, negligence, strict liability, malpractice or otherwise, even if such party has been advised of the possibility of such damages.

22. Notices

22.1. All notices and communications hereunder shall be in writing and shall be sent as follows:

For Consumer Partner, to any address and contact as may have been provided by Consumer Partner or maybe seen in the website or any means of contact of Consumer Partner.

For Bloc,

BlocHQ Limited, 

21C Akin Ogunlewe Road, Victoria Island, Lagos, Nigeria

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Attention: Support Team (help@blochq.io)

Or to another person, address specified by a Party by written notice to the other Party.

23. Dispute Resolution

We will use our best efforts to resolve any issue that may arise from the use of the Platform. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction. In the event we cannot resolve a dispute between us, you agree that all matters related to any use or access to the Platform or the services shall be referred to Mediation.

24. Governing Law

24.1. These Terms and your use of the Platform shall be governed by the laws of the Federal Republic of Nigeria, without giving effect to the principles of conflict of laws. Any difference, dispute or deadlock arising at any time between the Parties in relation to any matters referred to in, arising from or in connection with, this Agreement or, without limiting the generality aforesaid, any breach thereof or its validity, or the legal interpretation to be applied thereto (“Dispute”), shall first be settled by direct consultations between the Parties with a view to resolving it in the normal course of business, an option of electronic meeting to resolve disputes could be explored, failing which it shall be referred to a single Mediator agreed to or appointed by the Parties.

24.2. In the event that Parties are unable to agree on a single Mediator within thirty (30) days after which a Party has requested that such Dispute be referred to mediation, any of the Parties shall be entitled to request the appointment of an Arbitrator by the Chairperson of Chartered Institute of Arbitrators (UK), Nigerian Branch, who in making his/her appointment, shall have regard to the nature of the Dispute in question and appoint an Arbitrator who is experienced and skilled in the area of dispute. The Arbitration shall be held in Lagos, Nigeria, and shall be conducted in the English Language. The Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004 and the Rules or any amendments made pursuant thereto. The decision of the Arbitrator shall be binding on the Parties and Parties agree to be bound by it.

25. Termination

25.1. Each Party shall be entitled to terminate this Agreement in the following events:

25.1.1. Should any Party (“Defaulting Party”) hereto commit a material breach of any representation, warranty, term or condition under this Agreement (a “Default”), the other Party (“Non-Defaulting Party”) shall promptly give to the Defaulting Party written notice specifically describing the Default (a “Default Notice”). The Defaulting Party shall have thirty (30) business days after a receipt of a Default Notice to correct or cure such Default (the “Cure Period”). If after the expiration of the Cure Period the Defaulting Party has not corrected or cured the Default, then the Non-Defaulting Party may terminate this Agreement by written notice of termination to the Defaulting Party, which termination shall be effective sixty (60) days from the receipt of such notice of termination by the Defaulting Party.

25.1.2. Any distress, execution, sequestration, or other process is levied or enforced upon the other Party, and is not discharged within twenty-one (21) days.

25.1.3. Any meeting of creditors of the other Party is held or arrangement of composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party.

25.1.4. A petition is presented or a meeting is convened for the purpose of considering a resolution for the making of an administrative order, the winding-up, insolvency, or dissolution of the other Party.

25.2. Either Party may terminate this Agreement by giving sixty (60) days written notice to the other Party provided that such termination howsoever caused shall not affect any rights, liabilities or obligations which may have accrued prior to the date of the termination.

25.3. Upon termination of this Agreement, Consumer Partner shall immediately return all property to Bloc.

26. Severability

Any part or provision of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. If the invalidity of any part or provision of this Agreement shall operate to detract from giving effect to the overarching objective, the Parties shall negotiate, in good-faith, to develop a structure the effect of which is nearly as possible the same as the effect of this Agreement without regard to such invalidity.

27. Licence to use our Dashboard/Platform

We grant you a non-assignable, non-exclusive and revocable license to use our dashboard in the manner permitted by these Terms. This license grant includes all updates, new versions and replacement platforms for you to use in connection with our Services. The Services are protected by copyright, trademark, and other laws of both Nigeria and foreign countries. For emphasis, nothing in the Terms give you a right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features excepted as provided for in Clause 17.4 of this Terms.

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All right, title and interest in and to the Services are and will remain our and/or licensors’ exclusive property. You also agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from our Platform.

28. Relationship of Parties

This Agreement does not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the parties and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

29. Force Majeure

The Parties agree that a Party shall not be responsible to the other Party for any losses arising out of failure to meet its obligations under this Agreement due to any act of God, act of governmental authority, unionism, act of the public enemy/political unrest or due to war or terrorism, the outbreak or escalation of hostilities, riot, civil commotion, insurrection, severe or adverse weather conditions, or other similar cause beyond the reasonable control of the Party so affected at the time such causes arise (“Force Majeure Event”). The affected Party shall notify the other Party of any Force Majeure Event and shall use all reasonable endeavours to mitigate the effects of such Force Majeure Event.

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During the period of the force majeure, both parties may continue fulfilling such obligations which are not affected by the Force Majeure Event. Notwithstanding the above, in the event where the Force Majeure Event abates, the Parties shall continue the fulfilment of their respective obligations as stated in this Agreement.

30. Data Use Rules

Each Party’s data belongs to the Party and each Party is solely responsible for the commercialization of its data outside of this Agreement. Both Parties agree not to store or use the data shared or obtained from either Party for commercial purposes.

31. Assignment

This Agreement may not be transferred or assigned by either party without the prior written consent of the other party.

32. Waiver

You agree that if Bloc does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Bloc has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.

33. Entire Agreement

This Agreement is the entire understanding and agreement between you and Bloc. This Agreement supersedes any previous Terms of Use agreement or other agreement to which you and Bloc may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

We reserve the right to modify or amend this Agreement at any time.