1. INTRODUCTION

Welcome to the cordial exchange website, applications and the products and services offered by Cordial Exchange through its website and mobile network (collectively, including all Materials available through the www. https://cordialexchange.com/terms domain name including mobile sites and apps, “Sites”). The Terms constitute a legally binding agreement between you and Cordial Exchange Ltd., which is a company incorporated under the laws of the federal republic of Nigeria. For further information on Cordial Exchange Ltd., and its operating subsidiaries, please see the Company Information page on the Cordial Exchange website. For the purposes of these Terms, any reference to “we” “us” “our” “Cordial Exchange” and/or any similar term shall be construed as reference to Cordial Exchange. Ltd. By accessing this Website, you are deemed to agree to the following terms and conditions, the privacy policy and any other relevant policies, terms and conditions and notices (collectively referred to as the “Terms and Conditions”) which are currently applicable or will be applicable to your use of the Website, without qualification.

You unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Cordial Exchange Site and/or your Cordial Exchange Account, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. Depending on your country of residence, you may not be able to use all the functions of the Cordial Exchange Site. You confirm that you are at least 18 years of age or are accessing the Site under the supervision of a parent or legal guardian.

We grant you a non-transferable, revocable and non-exclusive license to use this Site, in accordance with the Terms and Conditions of Use, for such things as: buying and selling gifts items on the site, gathering prior information regarding our products and services and making purchases. Commercial use or use on behalf of any third party is prohibited, except as explicitly permitted by us in advance. These Terms and Conditions of Use specifically prohibit actions such as: accessing our servers or internal computer systems, interfering in any way with the functionality of this website, gathering or altering any underlying software code, infringing any intellectual property rights. This list is non-exhaustive and similar actions are also strictly prohibited.

2 . ACCOUNTS

If you desire to transact with us, you must register with Cordial Exchange to open an account (” Account “) for the purpose of buying, selling or trading cryptocurrencies through the Sites. You represent, covenant and agree that you will access the Services in connection with your Account only from the country you identify as your residence when you establish your account.

As part of the registration process, each user will be asked for such personally identifiable information as name, email address, age, postal mailing address, mobile telephone number, gender and other demographic information (collectively, “Data”), as well as asked to select a password (“Password”) and User Name (“User Name”). You agree to provide Cordial Exchange with accurate, complete, and updated Account information, and maintain and promptly update such information to keep it accurate, current and complete.

If you provide any information determined by Cordial Exchange, in its sole discretion, to be untrue, inaccurate, not current, incomplete, misleading or designed to deceive, or if Cordial Exchange, in its sole discretion, believes it has a basis to suspect that such is the case, Cordial Exchange has the right to immediately suspend or terminate your account, either with or without notice to you, and refuse to grant any and all current or future access and use of the Services (or any portion thereof) and/or any benefit to which you may be entitled through your access and use of the Sites, Software, Material and Services. You may not:

a. Select or use a User Name of another person or third party entity with the intent to impersonate that person or third party entity;

b. Use a name subject to the rights of any other person or third party entity without authorization;

c. Use a User Name that Cordial Exchange, in its sole discretion, deems inappropriate or offensive. You shall notify Cordial Exchange at customer support of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your User Name and/or Password.

d. You will be responsible for maintaining the confidentiality of your User Name and Password.

e. Cordial Exchange may immediately terminate your Account, or suspend your access to your Account, without notice, for conduct that Cordial Exchange believes, in its sole discretion, is illegal, fraudulent, harassing, abusive or otherwise improper or inappropriate; a violation of this terms and conditions, any other policies or guidelines posted by Cordial Exchange on any of its Sites; or harmful to other users, third parties, the Services, or the business interests of Cordial Exchange.

f. If Cordial Exchange has terminated a portion, but not all, of your access to the Services for the foregoing reasons, you will nevertheless be responsible for all the charges for the Services, if any.

g. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against Cordial Exchange, or a claim which in any way involves Cordial Exchange, then Cordial Exchange may terminate your Account. Upon termination of your Account by Cordial Exchange for any of the above-mentioned reasons, Cordial Exchange may prohibit you from ever opening up another Account, as determined by Cordial Exchange in its sole discretion. Upon termination of your Account, Cordial Exchange will have no obligation to notify any third parties nor will Cordial Exchange be responsible for any damages or liabilities that may result or arise out of termination of your Account.

3. INDEMNITY

You agree to indemnify, hold harmless and defend, Cordial Exchange Providers, their successors, their affiliates, and each of their subsidiaries, officers, directors, employees, advertising and promotions agencies, representatives or agents (collectively, “Indemnified Parties”), at your sole expense, against any and all claims, actions, proceedings, investigations, and lawsuits and all liabilities, damages, judgments, settlements, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (a) violation or breach of any term of this terms and conditions, or any policy or guidelines referenced herein.

Including without limitation the Privacy Policy, or any applicable law, or (b) use or misuse of this Site, Software, the Material and/or Services, (c) or your infringement or the infringement by any other user through your account of any Intellectual Property Rights or other moral, privacy, publicity or similar rights of any person or entity including, but not limited to, trademark rights and invasions of the right of privacy or publicity.

You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.

4. RISK

Before using the Cordial Exchange Site, you should ensure that you understand the risks involved in buying, selling or trading cryptocurrencies. Cryptocurrency markets can be volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets.

You should carefully assess whether your financial situation and risk tolerance is suitable for buying, selling or trading cryptocurrency. You accept and agree that you are solely responsible for any decision to buy, sell, trade or otherwise hold or deal with cryptocurrency.

Cordial Exchange implements and maintains the highest standards of Know Your Customer (“KYC”) processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. While our industry is largely unregulated, Cordial Exchange voluntarily adheres to local and international compliance standards in relation to customer due diligence.

To ensure we meet these standards, our customers are required to provide certain personal details and documents when opening a Cordial Exchange Account (“Identity Verification”). The nature and extent of the Identity Verification required will depend upon which of our supported countries you are resident in, and the deposit and withdrawal limits that you wish to apply to your Cordial Exchange Account. In certain circumstances, Cordial Exchange may also perform enhanced due diligence (“EDD”) procedures in relation to your Cordial Exchange Account. You accept and agree that you will remain subject to such procedures at all time Cordial Exchange reserves the right to, at any time:

• restrict or suspend your Cordial Exchange Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or

• terminate your Cordial Exchange Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.

You accept and agree that there may be delays in accessing your Cordial Exchange Account, or in carrying out transactions through your Cordial Exchange Account, while we undertake any Identity Verification and/or EDD procedures.

Retention of information. Cordial Exchange is required to retain certain information and documentation obtained as part of the Identity Verification and EDD procedures. These requirements apply even when you have terminated your relationship with Cordial Exchange. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to Cordial Exchange may be retained by us, including following the closure of your Cordial Exchange Account.

5. TRADEMARKS

All trademarks, service marks, logos, trade names, and any other proprietary designations of Freeme Digital used herein are trademarks or registered trademarks of Cordial Exchange or Cordial Exchange Providers.

Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties. You may not copy, display or use any of these marks without prior written permission of the mark owner.

6. LINKING

The contents of the Website may include links to third party websites (“Linked Sites”). These links are provided to you only as a convenience, and are beyond the control of Cordial Exchange.

The inclusion of any Linked Site does not imply Cordial Exchange’s endorsement of that Linked Site. You acknowledge that your use of, or reliance on, any Linked Site will be at your own risk. Cordial Exchange recommends that you carefully review the privacy policy and all terms and conditions of Linked Sites that you visit.

Cordial Exchange may prohibit links to the Website and you must remove or cease any link at Cordial Exchange’s request. You will not frame any part of the Website content by including advertising or other revenue generating material, without the prior written consent of Cordial Exchange.

7. COPYRIGHT

All content included on this Website, such as text, graphics, logos, button icons, images, and software, is the property of Cordial Exchange or its content suppliers and protected by international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this Website is the exclusive property of Cordial Exchange and is protected by international copyright laws.

All software used on this Website is the property of Cordial Exchange or its software suppliers and protected by international copyright laws. Any use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this Website is strictly prohibited.

8. CONTENT

The information, materials and content contained or available on the Site are protected by applicable copyright, trademark and other intellectual property law, and you may not copy, modify, use, disclose or provide access to any Content, except as expressly authorized in these Terms, without the prior written consent of CORDIAL EXCHANGE.

The Content is provided solely for general informational purposes and solely for your personal, authorized use. We may make changes to the Content at any time without notice and do not, however, make any commitment to update the Content.

9. PAYMENT

By providing payment method information to us, you represent, warrant and covenant that you are legally authorized to provide such information to us and perform payments from the provided account (information).

10. NOTICE

You consent to receive communications from CORDIAL EXCHANGE electronically. You agree that all agreements, notices, disclosures, updates and other communications provided to you electronically satisfy any legal requirement that such communications be in writing. You shall provide truthful, accurate and complete account information, and you must keep your contact information up-to-date.

11. LIMITATION OF LIABILITY

The Website makes certain information and material available to you as a service, either through Cordial Exchange, its associates, or otherwise. The information and material provided on the Website is provided “as is”, has not been prepared by taking into account the particular objectives, situation or needs of any individual users, and is without warranties of any kind either express or implied.

Cordial Exchange does not warrant or make any representations regarding the use or the results of the use of the Website or in Linked Sites in terms of their correctness, accuracy, timeliness, reliability, or otherwise. Cordial Exchange will not be responsible for errors or misstatements or be liable, whether in contract, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential, special losses, or financial losses). You release Cordial Exchange from all claims arising from any statement or representation made on the Website.

To the fullest extent permissible pursuant to applicable law, Cordial Exchange excludes all responsibility and liability in relation to the Website, and disclaims all warranties, express or implied, including without limitation implied warranties of merchantability and fitness for a particular purpose. Cordial Exchange does not warrant that the functions contained in the Website will be uninterrupted or error-free, that defects will be corrected, or that the Website or the server that makes it available, are free of viruses or other harmful components.

To the maximum extent permitted by law, you will indemnify Cordial Exchange, its officers and employees against all costs, expenses and damages incurred in connection with any claim brought by a third party against Cordial Exchange arising from a breach by you of any of the Terms and Conditions. You acknowledge that the limitation/exclusion of liability of Cordial Exchange, and your indemnity to Cordial Exchange, will also apply to all affiliates of Cordial Exchange, including any parent or subsidiary companies.

12. GOVERNING LAW/DISPUTE RESOLUTION

a. Any dispute, controversy or claim arising under, out of or relating to the Service, the Site(s), the Materials, or this terms and conditions, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004,. The language to be used in the mediation shall be English.

b. If, and to the extent that, any such dispute, controversy or claim arising under, out of or relating to this TERMS AND CONDITIONS and any subsequent amendments of the Service, the Site(s), the Materials, or this TERMS AND CONDITIONS, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims has not been settled pursuant to the mediation within 30 days of the commencement of the mediation.

It shall, upon the filing of a request for Arbitration by either party, be referred to and finally determined by binding arbitration in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004, Alternatively, if, before the expiration f the said period of 30 days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by binding arbitration in accordance with Arbitration & Conciliation Act, Cap 18, LFN 2004. The dispute, controversy or claim referred to arbitration shall be decided in accordance with the laws of the federal republic of Nigeria.

c. Decision of the Arbitrator: Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim.

d

. Unless the parties agree within thirty (30) days of the filing of the Request for Arbitration to utilize a single arbitrator following consultation with the parties, each party shall appoint an arbitrator, following consultation with the parties. The arbitrator so appointed shall be independent of the parties and shall have an international reputation as being experienced in the legal and technical matters related to the dispute.

e. The arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The arbitrator is precluded from awarding punitive or exemplary damages. In no event shall the arbitrator have the powers of an amiable compositeur.

f. The following provisions relating to service of process shall apply to any litigation matters that may arise under this Agreement, any matter related thereto, or the enforcement of any arbitral or other award made pursuant to the terms hereof:

g. Each Party hereto irrevocably and unconditionally consents to service of process upon it in any proceeding brought to obtain interim injunctive relief or any proceeding brought to recognize and enforce an arbitral award hereunder, by mailing copies of any notice or pleadings thereof by registered international airmail, recognized international courier, or international express mail, postage prepaid, return receipt requested, to it at its address specified herein. The foregoing shall not limit the right of either Party to serve process in any other manner permitted by applicable law and shall not limit the ability of either Party to bring any such proceeding or to obtain execution of any judgment rendered in any such proceeding in any other jurisdiction in which the other Party hereto or any of its property or assets may be found.

h. No Class Actions: YOU AND CORDIAL EXCHANGE AGREE THAT YOU AND CORDIAL EXCHANGE MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

i. Final judgment on an arbitral award rendered against either Party in any action or proceeding shall be conclusive and may be enforced, to the extent permitted by applicable law, in any jurisdiction by suit on the judgment or by such other means provided by applicable law; a certified copy of which judgment shall be conclusive evidence thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

j. Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Cordial Exchange seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Cordial Exchange or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Cordial Exchange, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.

k. Claims. You and Cordial Exchange agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

l. Improperly Filed Claims. All claims you bring against Cordial Exchange must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Cordial Exchange may recover attorneys’ fees and costs up to $10,000, provided that Cordial Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

13. STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any Request for Arbitration, claim or cause of action arising out of or related to use of the Services, Materials, Sites or this TERMS AND CONDITIONS must be filed within (3) months after such claim or cause of action arose or be forever barred.

14. MISCELLANEOUS

a. Cordial Exchange reserves all rights not expressly granted herein. Cordial Exchange may modify this TERMS AND CONDITIONS at any time for any reason, in its sole discretion, by posting the revised TERMS AND CONDITIONS on this Site. You may not assign any rights granted to you hereunder.

b. Nothing in this TERMS AND CONDITIONS shall constitute a partnership or joint venture between you and Cordial Exchange. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this TERMS AND CONDITIONS shall nonetheless remain full force and effect.

c. The failure of Cordial Exchange at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. To the extent that anything in or associated with the Site, Software and/or Services is in conflict or inconsistent with this TERMS AND CONDITIONS, this TERMS AND CONDITIONS shall take precedence. If any terms contained herein conflict with the terms contained in any offer or elsewhere on the Sites, these terms and conditions control.

d. This TERMS AND CONDITIONS and all documents relating hereto have been drafted and will be interpreted in English. The rights and remedies granted to Cordial Exchange under this TERMS AND CONDITIONS are cumulative and in addition to, not in lieu of, any other rights and remedies which Cordial Exchange may possess at law or in equity.

e. The terms set forth in this TERMS AND CONDITIONS and any agreements included or referred to in this TERMS AND CONDITIONS constitute the final, complete and exclusive agreement with respect to this Site, Software, Materials and Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

f. The owners of the Materials are intended third-party beneficiaries of this TERMS AND CONDITIONS and shall have the right to enforce it against you. Upon termination, cancellation, suspension or expiration of this TERMS AND CONDITIONS for any reason, you agree to cease all access and use of the Site, Software and Services.