Important Notices

Arbitration Notice

Except for certain kinds of disputes described in the Arbitration provision below, you agree that disputes arising under this Agreement will be resolved by binding individual arbitration, and by accepting this agreement, you and Juicyway are each agreeing that your rights will be determined by a single arbitrator and not a judge or jury. See Section 19 (Arbitration) below.

Banking And Financial Services Notice

Juicyway is not a bank and does not itself provide any banking services. The Juicyway Services are, however, integrated with certain third party servicers ("Third Party Servicers"). By applying to open a deposit account or other financial services account with a Third Party Servicer through the Services, you also hereby agree to the terms and conditions of each applicable Third Party Servicer.

1. INTRODUCTION AND DEFINITIONS

1.1 About Us

These Terms and Conditions ("Terms" or "Agreement") govern your use of payment services provided by Juice Global Inc and its subsidiaries (collectively referred to as "we," "us," "our," or "Juicyway"), which comprises:

• Juicy Holdings Limited (trading as Juicyway), a company registered in England and Wales under company registration number 04400836, authorized and regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (FCA reference number 567416) for the provision of payment services;
• Juice Technology Systems Limited, operating in Nigeria as an International Money Transfer Operator (IMTO) authorized by the Central Bank of Nigeria (CBN) and registered with the Corporate Affairs Commission with registration number:1843282; and
• Juicyway Global Pay Inc, operating in Canada as a duly licensed Money Services Business (MSB) authorized by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).
• Eko Securities Exchange Limited, operating in Nigeria as a composite Securities Exchange entity and duly licensed and regulated by the Securities and Exchange Commission.

1.2 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

1.3 Your Agreement

These Terms constitute a legally binding agreement between you and Juicyway. By creating an account, accessing, or using any part of the Services, you represent and warrant that you have the legal capacity and authority to enter into this Agreement and that you agree to be bound by these Terms, as updated from time to time. If you do not accept these Terms in their entirety, you must refrain from accessing or using the Services.

1.4 Third Party Servicer Agreements

Certain Services made available through the App are provided in collaboration with, or are supported by, third-party service providers (“Third Party Servicers”), including Dorben MFB.

By accessing or using any Service that involves a Third Party Servicer, you acknowledge and agree that your use of such Service is subject to the applicable terms, conditions, and policies of the relevant Third Party Servicer, including, without limitation, Dorben MFB’s Terms of Use and Privacy Policy, as may be amended from time to time.

You acknowledge that, for the purpose of providing the Services, we may share certain personal or sensitive data with Third Party Servicers in accordance with applicable laws and our Privacy Policy.

We encourage you to carefully review these Terms together with the applicable Third Party Servicer agreements to fully understand how the Services are provided and how your data is processed in connection with such Services.

2. DEFINITIONS

In these Terms, the following definitions apply (capitalized terms not defined in the body of this Agreement are defined in the Glossary at Section 22):

"Account" means your Juicyway account through which you access and use the Services.

"Services" means payment services, money transfer services, debit card services, and related financial services provided by us.

"User," "you," or "your" means the individual or entity using our Services.

"Third-Party Providers" or "Third Party Servicers" means payment processors, banking partners, card issuers, identity verification services, and other service providers we engage to facilitate the Services.

"Card" means the spend card issued to you and linked to your Account.

"Card Issuer" means the third-party financial institution that issues the Card.

3. DATA PROTECTION AND PRIVACY

3.1 Data Protection Framework

We are committed to protecting your personal data in compliance with applicable data protection laws across all jurisdictions in which we operate, including:

1. (a) United Kingdom and Europe:

• European Union General Data Protection Regulation (EU GDPR);
• Data Protection Act 2018;
• Payment Services Regulations 2017;
• Electronic Money Regulations 2011 (where applicable).

2. (b) Nigeria:

• Nigeria Data Protection Act 2023 (NDPA);
• General Application and Implementation Directive, 2025 (GAID);
• Central Bank of Nigeria regulations and guidelines.

3. (c) Canada:

• Personal Information Protection and Electronic Documents Act (PIPEDA);
• Provincial privacy legislation where applicable;
• Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA).

4. (d) United States: The Applicable laws in Delaware USA and other states where juicyway operates.

3.2 Our Role as Data Controller and Processor

Each subsidiary within Juice Global Inc acts as a data controller and processor for the personal data it processes in connection with the Services provided in its respective jurisdiction. We process your personal data to:

• Provide and maintain the Services;
• Verify your identity and comply with Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements;
• Process transactions and payments;
• Prevent fraud and enhance security;
• Comply with legal and regulatory obligations;
• Communicate with you about the Services.

3.3 International Data Transfers

(a) Due to the international nature of our Services, your personal data may be transferred to, stored, and processed in jurisdictions outside your country of residence, including the United Kingdom, Nigeria, Canada, and the United States.

(b) When we transfer your personal data internationally, we ensure appropriate safeguards are in place, including:

• Standard Contractual Clauses (SCCs) approved by the European Commission and UK Information Commissioner's Office;
• Adequacy decisions;
• Binding Corporate Rules;
• Other lawful transfer mechanisms as required by applicable law.

(c) By using our Services, you acknowledge and consent to the international transfer of your personal data as necessary to provide the Services.

(d) We maintain appropriate technical and organizational measures to protect your data during international transfers in accordance with applicable data protection laws.

3.4 Your Data Protection Rights

Subject to applicable law in your jurisdiction, you have the following rights:

(a) Right of Access: Request copies of your personal data;

(b) Right to Rectification: Request correction of inaccurate or incomplete data;

(c) Right to Erasure: Request deletion of your personal data in certain circumstances;

(d) Right to Restrict Processing: Request limitation of processing in certain circumstances;

(e) Right to Data Portability: Receive your data in a structured, commonly used format (UK GDPR, NDPA, PIPEDA);

(f) Right to Object: Object to processing based on legitimate interests or for direct marketing;

(g) Right to Withdraw Consent: Withdraw consent at any time where processing is based on consent;

(h) Right to Lodge a Complaint: File a complaint with your relevant supervisory authority:

• UK: Information Commissioner's Office (ICO);
• Nigeria: Nigeria Data Protection Commission (NDPC);
• Canada: Office of the Privacy Commissioner of Canada;
• EU: Your national data protection authority.

3.5 Data Retention

(a) We retain your personal data only for as long as necessary to fulfill the purposes for which it was collected and to comply with legal, regulatory, and contractual obligations.

(b) Retention periods vary based on the type of data and applicable regulatory requirements, typically ranging from 6-7 years after account closure for financial records and transaction data.

(c) Upon expiry of the retention period, we will securely delete or erase your personal data and sensitive data.

3.6 Data Sharing

We may share your personal data with:

• Our subsidiaries and affiliates within the Juice Global Inc group;
• Third-Party Providers necessary to deliver the Services;
• Financial institutions, payment networks, and banking partners;
• Identity verification and fraud prevention service providers;
• Regulatory authorities, law enforcement, and government agencies as required by law;
• Professional advisors, including lawyers, auditors, and consultants;
• In connection with a merger, acquisition, or sale of assets, subject to appropriate confidentiality obligations.

Accordingly, in the process sharing of your personal data and in accordance with applicable law, your consent is hereby sought by notifying you of all relevant information in connection with the sharing of your data. This includes but is not limited to the name of the receiving party, the category of data shared, the purpose of the processing and the legal basis for the processing. Should you object to the sharing of your personal data after being notified, you may choose to exercise your rights above referenced in Clauses 3.4(d) and (f)

3.7 Data Security

We implement appropriate technical and organizational security measures to protect your personal data against unauthorized access, loss, destruction, or alteration, including encryption, access controls, secure transmission protocols, and regular security assessments.

3.8 Privacy Policy

For full details on how we collect, use, and protect your personal data, please refer to our Privacy Policy, which forms part of these Terms and is available here.

4. ELIGIBILITY AND ACCOUNT REGISTRATION

4.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction;
• Have the legal capacity to enter into binding contracts;
• Provide accurate, current, and complete information during registration;
• Be natural person business, charitable organization, or not-for-profit organization
• Not be located in, or a resident of, any jurisdiction where the Services are prohibited;
• Not appear on any sanctions lists or be subject to economic or trade sanctions.

4.2 Account Registration

(a) You must create an Account to use the Services.

(b) You must provide all required information accurately and keep it updated.

(c) You are responsible for maintaining the confidentiality of your account credentials.

(d) You must notify us immediately at legals@juicyway.com of any unauthorized access to your Account.

4.3 User ID and User Personnel

(a) Upon your request, we will issue you a User ID associated with your Account.

(b) You may share your User ID only with your officers, directors, bookkeepers, accountants, or other personnel directly employed or engaged by you ("User Personnel") provided that you bind such persons to undertakings of confidentiality and to honor the terms hereof.

(c) User Personnel may only access and use the Services through the User ID and in compliance with this Agreement.

(d) You are responsible for all activity occurring under your User ID, whether by User Personnel or otherwise.

(e) We reserve the right to replace the User ID at our sole discretion, subject to your notification.

4.4 Identity Verification

(a) We are required by law to verify your identity before providing Services.

(b) You must provide valid identification documents and any additional information we request.

(c) We may use Third-Party Providers for identity verification purposes.

(d) We reserve the right to refuse service or suspend your Account if we cannot verify your identity.

(e) You hereby authorize us to, directly or through third parties, make any inquiries and conduct any investigation to verify your identity.

5. USE OF SERVICES

5.1 Description of Services

The Services consist of cloud-based:

1. (a) Financial information storage and reporting;
2. (b) Communication of information to, from, and among Third Party Servicers, as per your instructions;
3. (c) Remittance and money transfer services;
4. (d) Foreign exchange transactions;
5. (e) Bill payment services;
6. (f) Payment processing services (where available);
7. (g) Spend card issuance and management (where available).

5.2 Permitted Use

You may use the Services only for lawful business purposes and in accordance with these Terms.

5.3 Prohibited Activities

You must not:

• Use the Services to engage in, facilitate, or promote money laundering, terrorist financing, or other illegal financial activities;
• Conduct transactions involving illegal goods or services;
• Engage in fraudulent, deceptive, or misleading financial transactions;
• Use the Services for unauthorized or unlawful currency exchange activities;
• Process payments for pyramid schemes, Ponzi schemes, or other fraudulent investment programs;
• Facilitate transactions involving stolen financial instruments, credit cards, or bank account information;
• Engage in structuring transactions to avoid reporting requirements or regulatory oversight;
• Engage in structuring, splitting, routing, or otherwise arranging transactions to avoid tax reporting thresholds, information-reporting requirements, or regulatory oversight; provide or permit any false, misleading, incomplete, or outdated tax residency or taxpayer identification information;
• Use the Services (directly or indirectly) to facilitate or enable tax evasion, tax fraud, or the concealment of taxable income, assets, or beneficial ownership, or to assist any third party in doing so; or refuse, delay, obstruct, or fail to provide documentation or information reasonably requested for tax compliance and reporting purposes,
• Sell or otherwise transfer your Account or profile, without notifying Juicyway through compliance@juicyway.com;
• Create multiple accounts to circumvent restrictions or limitations;
• Share, sell, rent, or transfer your account credentials to third parties;
• Use another person's Account without authorization or allow a third party to access or use your account unlawfully;
• Impersonate any person or entity or falsely state or misrepresent your affiliation;
• Transmit or distribute malware, viruses, or other harmful code;
• Engage in harassment, abuse, or threatening behavior toward other users or staff;
• Upload, transmit, or distribute spam or unsolicited communications;
• Violate any applicable local, state, national, or international law or regulation;
• Attempt to gain unauthorized access to the Services, other accounts, or computer systems;
• Interfere with or disrupt the integrity or performance of the Services;
• Reverse engineer, decompile, or disassemble any aspect of the Services;
• Use automated scripts, bots, or crawlers without authorization;
• Circumvent any security features or access controls;
• Infringe upon the intellectual property rights of Juicyway or any third party;
• Conduct transactions with individuals or entities on sanctions lists or in prohibited jurisdictions;
• Use the Services in violation of any export control or trade embargo laws.
• Use the Services to transmit or store defamatory, obscene, abusive, discriminatory, or otherwise harmful content;
• Resell, sublicense, or commercially exploit the Services in a manner not expressly authorized by us;
• Exploiting system malfunctions or taking advantage of the platform;

5.4 Prohibited Users

The following persons are prohibited from using the Services:

• Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN);
• Persons designated as sanctioned by Nigeria Sanctions Committee, including those designated under the Terrorism (Prevention and Prohibition) Act, 2022 (Nigeria);
• Persons who are less than 18 years of age;
• Persons, Businesses or their affiliates, who have procured services from Juicyway and have been terminated for cause by Juicyway;

6. DEBIT CARD ISSUANCE AND USE

6.1 Card Issuance

(a) Subject to eligibility and approval, we may issue you a debit card ("Card") linked to your Account through our authorized Third-Party Card Issuer.

(b) The Card is issued by Rain, a licensed financial institution ("Card Issuer"), and not directly by Juicyway Global Inc.

(c) Card issuance is subject to identity verification, compliance checks, and acceptance of the Card Issuer's terms and conditions.

(d) We reserve the right to deny Card issuance or revoke Card privileges at our sole discretion.

6.2 Card Issuer Terms and Conditions

(a) By applying for and using the Card, you acknowledge and agree to be bound by the Card Issuer's Cardholder Agreement, terms and conditions, and privacy policy.

(b) You are responsible for reviewing and understanding all Card Issuer terms before using the Card.

(c) In the event of any conflict between these Terms and the Card Issuer's terms, the Card Issuer's terms shall prevail with respect to Card-specific matters.

(d) Your relationship with the Card Issuer is separate and independent from your relationship with Juice Global Inc.

6.3 Card Usage

(a) The Card may be used wherever our issued debit cards are accepted, subject to the Card Issuer's terms.

(b) Card transactions are funded from your Account balance.

(c) You must maintain sufficient funds in your Account to cover Card transactions.

(d) You are responsible for all authorized and unauthorized transactions made with your Card until you report the Card as lost or stolen.

(e) Daily spending limits, ATM withdrawal limits, and transaction restrictions may apply as specified by the Card Issuer.

6.4 Card Fees

(a) Card issuance, maintenance, and usage may be subject to fees as disclosed in our Fee Schedule and the Card Issuer's fee schedule.

(b) Applicable fees may include but are not limited to:

- Card issuance fee

- Monthly maintenance fee

- ATM withdrawal fees

- Foreign transaction fees

- Card replacement fees

- Inactivity fees

(c) All Card-related fees will be automatically deducted from your Account balance.

6.5 Card Security

(a) You must keep your Card and PIN secure and confidential.

(b) You must immediately notify us and the Card Issuer if your Card is lost, stolen, or compromised.

(c) You may be liable for unauthorised transactions made before you report the Card as lost or stolen, subject to applicable consumer protection laws and the Card Issuer's liability policies.

6.6 Card Chargebacks and Disputes

(a) Card transaction disputes and chargebacks are subject to Section 8 of these Terms and the Card Issuer's dispute resolution procedures.

(b) To dispute a Card transaction, you must contact us and the Card Issuer within the timeframes specified in the Card Issuer's Cardholder Agreement.

(c) The Card Issuer's chargeback policies and procedures shall apply to all Card transactions.

(d) Additional chargeback fees may apply as specified in Section 8.2 and the Card Issuer's fee schedule.

(e) We may place a hold or reserve on funds for a reasonable period where necessary to manage risk, disputes, or compliance obligations, reverse transactions, or recover improperly obtained benefits where suspension or termination relates to fraud, chargebacks, or system exploitation;

6.7 Card Cancellation and Termination

(a) You may cancel your Card at any time by notifying us in writing.

(b) We or the Card Issuer may cancel, suspend, or restrict your Card at any time for any reason, including:

• Suspected fraud or security concerns
• Breach of these Terms or the Card Issuer's terms
• Regulatory requirements
• Excessive chargebacks or disputes
• Insufficient Account balance

(c) Upon Card cancellation or termination, you must destroy the Card and cease all usage immediately.

(d) You remain liable for all Card transactions and fees incurred prior to cancellation.

6.8 International Card Use and Data Sharing

(a) When you use your Card internationally, your personal and sensitive data and transaction information may be processed and transferred across borders in accordance with Section 3.3 of these Terms and the Card Issuer's privacy policy.

(b) Card network operators (such as Visa or Mastercard) may process your data in accordance with their own privacy policies, subject to your review and agreements to the terms contained therein, and applicable payment card industry standards.

(c) Foreign transaction fees and currency conversion fees may apply to international Card usage.

6.9 Card Issuer Liability

(a) The Card Issuer is solely responsible for all Card-related functions, including transaction processing, dispute resolution, and compliance with payment card network rules.

(b) Juice Global Inc acts solely as a program manager and is not liable for any acts, omissions, or decisions of the Card Issuer.

(c) Claims related to Card functionality, transaction errors, or Card Issuer services must be directed to the Card Issuer in accordance with their Cardholder Agreement.

7. FEES AND CHARGES

7.1 Service Fees

(a) Access to the Services may require you to pay fees ("Fees"), as may be further described at https://www.juicyway.com or otherwise on the Site, the App, or in the Account.

(b) All Fees paid for the Services are non-refundable, unless otherwise provided herein.

(c) Fees may vary based on transaction type, amount, destination, and payment method.

(d) We reserve the right to change our fees upon thirty (30) days' prior written notice.

7.2 Currency Conversion

Where currency conversion is required, we will apply the exchange rate in effect at the time of the transaction, plus any applicable conversion fees.

7.3 Payment of Fees

(a) All fees are payable in advance or deducted from transaction amounts as specified.

(b) You authorise us to deduct fees from your Account balance or linked payment method.

(c) You shall authorise us to collect payment of Fees from a credit card, debit card, or other means of payment.

(d) If you pay any Fees with a credit card, we may seek pre-authorisation of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

7.4 ACH Consent

You desire to effect settlement of credits and debits from your Financial Account(s) by means of ACH and/or wire transfer in conjunction with the Services. In accordance with this desire, you authorize Juicyway and/or its affiliates to initiate debit and credit entries to your Financial Account (the details of which are provided by you through the Account or by other means acceptable to us). You shall maintain sufficient funds in your Financial Account to cover such debit transactions. You state that you have the authority to agree to such transactions and that your Financial Account indicated is a valid and legitimate account for the handling of these transactions. This authorisation is to remain in effect until we receive written notice from you revoking it. This authorisation is for the payment of Fees or any other sums owed to Juicyway. You certify that the appropriate authorisations are in place to allow you to authorise this method of settlement. All changes to the identification of your Financial Account under this authorization must be made in writing in accordance with the Agreement. You understand that if the information supplied as to the ABA Routing Number and Account Number of your Financial Account is incorrect, and funds are incorrectly deposited, we will attempt to assist you in the recovery of such funds but has no liability as to restitution of the same. Our assistance in recovering the funds, where available, will be billed to you at our current hourly rate for such work. You acknowledge that the origination of ACH transactions to your Financial Account must comply with the provisions of U.S. law.

7.5 Nigeria Direct Debit Mandate

You hereby request, instruct, and authorise Juicyway and its affiliates or designees to debit your Financial Account in accordance with any direct debit instruction issued and delivered to you by you for such amounts necessary for daily/monthly/quarterly/semi-annual payments due in respect of this Agreement ("Nigeria Direct Debit Mandate") commencing as of the date on which this Agreement is accepted by you and ending thirty (30) days following termination of this Agreement. All such debits from your Financial Account by us in accordance with any direct debit instruction issued and delivered to us by you through the Services shall be treated as though they have been signed by you. The amounts are variable and may be debited on various dates. You understand that we may change the amount and dates only after giving you prior notice. You understand that the withdrawals hereby authorised will be processed by electronic funds transfer, and you also understand that details of each withdrawal will be printed on your bank statement and/or an accompanying voucher. You agree to pay any bank charges relating to this Nigeria Direct Debit Mandate. This Nigeria Direct Debit Mandate may be cancelled by you by giving both Third Party Servicer and Juicyway twenty (20) Business Days' notice in writing, sent by prepaid registered post, or delivered to the addresses stated above, but you understand that you shall not be entitled to any refund of amounts which may have already been withdrawn while this Nigeria Direct Debit Mandate was in force if such amounts were legally owing to us.

7.6 Recurring Payments

The Services may include functionality for activating, updating, or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Services, you authorise us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. If you use the Services to update or cancel any existing authorised one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect.

7.7 Late Payment and Suspension

Without limitation, we reserve the right to suspend the Services until all Fees or other amounts owing hereunder are paid in full or terminate this Agreement for late payment.

7.8 Taxes

All fees and charges are exclusive of any applicable taxes, levies, duties, tariffs, assessments, and similar governmental charges (including any related interest and penalties) arising from or in connection with the Services, which shall be borne and paid by the User, except taxes imposed on Juicyway’s net income or profits; the User shall pay all amounts due to Juicyway without any set-off or deduction, and if any withholding or deduction is required by applicable law, the User shall (i) promptly notify Juicyway, (ii) remit the withheld amount to the relevant authority within the prescribed time, provide evidence of such remittance, and (iii) pay such additional amount as is necessary to ensure Juicyway receives the full amount it would have received had no withholding or deduction been required.

7.9 Refunds

In the event of termination of the Services for any reason except for your breach of this Agreement, we may provide you with a refund of any pre-paid, but unused Fees related to such Services, subject to the following:

1. (a) No refund shall be paid for the current month's Services, regardless of the day on which you cancel the Services;
2. (b) We will retain and not be obligated to refund any prepaid Fees up to and including the amount of Fees you would have been required under this Agreement to pay for your use of the Services for the two-month period following the effective date of the termination of the Services.
3. (c) You are not entitled to any refund for our termination of the Services based upon your breach.
4. (d) If you purchased access to the Services at a discounted price, any refund will lose the benefit of that discount.

8. CHARGEBACKS AND DISPUTED TRANSACTIONS

8.1 Chargeback Responsibility

You are solely responsible for all chargebacks, reversals, and disputed transactions associated with your Account, including those arising from Card usage. A chargeback occurs when a payment is reversed by the sender's financial institution or card issuer, resulting in funds being returned from your Account to the sender.

8.2 Chargeback Fees and Deductions

(a) You will be charged a chargeback fee per chargeback as processing and administration fee, in addition to the reversal of the transaction amount.

(b) Additional chargeback fees may be imposed by the Card Issuer or payment network for Card-related chargebacks as specified in the Card Issuer's Cardholder Agreement.

(c) We may immediately debit your Account for any chargeback amounts and associated fees, or withdraw funds from any linked payment method if your balance is insufficient.

(d) Chargeback fees are non-refundable as it reflects administrative cost incurred in processing the chargeback, even if the chargeback is later reversed in your favour.

8.3 Chargeback Process

(a) We will notify you upon receiving a chargeback notice from any source, including the Card Issuer or payment processor.

(b) You must provide supporting documentation within ten (10) business days to dispute the chargeback.

(c) For Card-related chargebacks, you must also comply with the Card Issuer's dispute timeframes and procedures as specified in their Cardholder Agreement.

(d) The final decision rests with the card issuer, financial institution, or payment network and is binding.

(e) We will cooperate with the Card Issuer and payment networks in investigating and resolving chargebacks but cannot guarantee outcomes.

8.4 Card-Specific Chargeback Rights

(a) For Card transactions, your chargeback rights are governed primarily by the Card Issuer's Cardholder Agreement and applicable payment card network rules (Visa, Mastercard, etc.).

(b) Common chargeback reasons for Card transactions include:

- Unauthorised or fraudulent transactions

- Goods or services not received

- Goods or services not as described

- Duplicate processing

- Processing errors

(c) You must report disputed Card transactions to both us and the Card Issuer within the timeframes specified in the Card Issuer's terms, typically ten (10) days from the transaction date.

(d) The Card Issuer's liability limits for unauthorised Card transactions may apply as specified in their Cardholder Agreement and applicable consumer protection laws.

8.5 Excessive Chargebacks

If your chargeback rate exceeds 10% of total transaction volume or deemed to be unreasonable based on internal risk assessment per month, we may:

1. (a) Impose additional fees or reserve requirements;
2. (b) Suspend, limit, or terminate your Account and Card privileges;
3. (c) Require enhanced security measures;
4. (d) Report excessive chargeback activity to the Card Issuer, which may result in Card cancellation.

8.6 Reserves

We may establish a reserve account and hold a percentage of your funds if we determine there is elevated risk of chargebacks or fraud. Reserve terms, percentages, and release schedules will be determined based on your risk profile and may also be required by the Card Issuer or payment networks.

8.7 Your Obligations

You agree to:

• Maintain transaction records for at least twenty-four (24) months;
• Cooperate fully in chargeback investigations with both Juice Global Inc and Third-Party Providers;
• Provide timely and accurate documentation when requested;
• Notify us and the Card Issuer immediately of any unauthorised Card transactions;
• Indemnify Juicyway Global Inc and Third-Party Providers from all claims, losses, and expenses arising from chargebacks on your Account.

8.8 Regulatory Variation

The implementation and specific terms of this chargeback policy may vary based on:

1. (a) The regulatory requirements applicable in different jurisdictions where we operate, including FCA regulations in the United Kingdom, IMTO requirements in Nigeria, and MSB regulations in Canada;
2. (b) Payment card network rules and regulations (Visa, Mastercard, etc.);
3. (c) The Card Issuer's policies and procedures;
4. (d) Applicable consumer protection laws in your jurisdiction.

We will apply the specific provisions required by the relevant regulatory authority or Third-Party Provider governing your transactions.

8.9 Third-Party Chargeback Terms

(a) For Card transactions, the Card Issuer's chargeback terms and procedures shall apply in addition to these Terms.

(b) In the event of any conflict between our chargeback terms and the Card Issuer's terms, the Card Issuer's terms shall prevail for Card-specific disputes.

(c) You acknowledge that the Card Issuer and payment networks have their own chargeback investigation processes and timelines that we do not control.

8.10 Limitation of Liability

We are not liable for:

• Chargeback decisions made by financial institutions, Card Issuers, or payment networks;
• Losses you incur from chargebacks;
• Consequences of your failure to respond to chargeback notifications or provide adequate documentation;
• The Card Issuer's handling of chargeback disputes;
• Payment network rules or procedures affecting chargeback outcomes.

9. THIRD-PARTY SERVICE PROVIDERS

9.1 Use of Third-Party Services

To provide the Services to you, we engage Third-Party Providers, including but not limited to payment processors, banking partners, card issuers, payment card networks, identity verification services, fraud prevention tools, technology providers, and other financial institutions.

9.2 Third-Party Terms and Conditions

By using our Services, you acknowledge and agree that:

1. Your use of the Services is subject to the terms and conditions, privacy policies, and other agreements of our Third-Party Providers, including but not limited to:

• Card Issuer Terms
• Banking Partner Terms
• Identity Verification Provider Terms

2. You accept and agree to comply with all applicable terms and conditions of Third-Party Providers necessary for the provision of Services to you;

3. It is your responsibility to review and understand all Third-Party Provider terms before using services that rely on them;

4. We will make reasonable efforts to provide you with access to relevant third-party terms through our website or upon request.

9.3 Data Sharing with Third-Party Providers

(a) We may share your personal data and transaction information with Third-Party Providers as necessary to:

• Process transactions and payments
• Issue and manage Cards
• Verify your identity
• Prevent fraud and enhance security
• Comply with legal and regulatory obligations
• Provide customer support

(b) All data sharing is conducted in accordance with Section 3 of these Terms and applicable data protection laws.

(c) Third-Party Providers may process your data in accordance with their own privacy policies and applicable regulations.

(d) You consent to such data sharing as a necessary component of providing the Services to you.

(e) You hereby authorise us and each Third Party Servicer to obtain from and disclose to each other your data insofar as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.

9.4 Third-Party Provider Fees and Charges

(a) Third-Party Providers may impose their own fees, charges, and requirements that affect your use of the Services.

(b) Such fees may include but are not limited to:

• Card network fees
• Card issuer fees
• Cross-border transaction fees
• Currency conversion fees
• ATM operator fees

(c) You are responsible for reviewing and understanding all Third-Party Provider fees.

(d) We are not responsible for any fees charged directly by Third-Party Providers.

9.5 Third-Party Chargebacks and Disputes

(a) Chargebacks and disputes involving Third-Party Provider services (including Card transactions) are subject to both Section 8 of these Terms and the applicable Third-Party Provider's dispute resolution procedures.

(b) You must comply with the chargeback and dispute timeframes and requirements of both Juicyway Global Inc and the relevant Third-Party Provider.

(c) The Third-Party Provider's final decision on disputes may be binding and not subject to appeal.

(d) Chargeback fees may be imposed by both Juice Global Inc and Third-Party Providers.

9.6 Third-Party Provider Responsibilities

(a) Third-Party Providers integrated into the Services are responsible for the provision of their respective services and for complying with applicable laws and regulatory requirements relevant to such services.

(b) Your use of Third-Party Provider services is subject to the applicable terms and conditions of those providers, and your contractual relationship with each Third-Party Provider remains distinct from your relationship with Juicyway Global Inc.

(c) Third-Party Providers may have their own customer service channels, complaint procedures, and dispute resolution mechanisms.

(d) Without prejudice to the foregoing, Juicyway shall exercise reasonable care in selecting and maintaining integrations with Third-Party Providers whose services form part of the Services, including taking reasonable steps to ensure that such providers maintain appropriate data security, compliance, and operational standards consistent with their role within the Services.

9.7 No Liability for Third-Party Providers

(a) Juicyway is not responsible for the acts, omissions, errors, representations, warranties, breaches, negligence, or misconduct of any Third-Party Providers.

(b) We are not liable for:

• Service interruptions or failures caused by Third-Party Providers
• Errors in transaction processing by Third-Party Providers
• Disputes between you and Third-Party Providers
• Changes to Third-Party Provider terms, fees, or services
• Third-Party Provider's handling of your personal data
• Any damages or losses arising from your use of or inability to use third-party services
• The quality, content, nature, veracity, or reliability of any third-party content or services

(c) Any claims, disputes, or complaints regarding Third-Party Provider services must be resolved directly with the relevant Third-Party Provider.

(d) WE AGREE THAT IN NO EVENT WE WILL BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

9.8 Changes to Third-Party Providers

(a) We reserve the right to add, remove, or replace Third-Party Providers at any time with or without prior notice.

(b) We will notify you of material changes to Third-Party Providers where reasonably practicable, including changes that may affect Card services or core payment functionality.

(c) If a Third-Party Provider discontinues services or changes its terms, we will use reasonable efforts to transition to an alternative provider with minimal disruption.

9.9 Third-Party Provider Compliance

(a) Our Third-Party Providers are selected to comply with applicable regulatory requirements in the jurisdictions where we operate.

(b) The specific Third-Party Providers used may vary based on:

• Your geographic location
• The type of transaction or service requested
• The regulatory framework governing your transactions
• Availability and partnerships in your jurisdiction

(c) We ensure that all Third-Party Providers meet our standards for security, compliance, and service quality.

9.10 Acceptance Required

By creating an Account and using the Services, you confirm that you have reviewed, understood, and agreed to be bound by the terms and conditions of all applicable Third-Party Providers, including those linked in Section 9.2.

10. FINANCIAL TRANSACTIONS

10.1 No Financial Transactions by Juicyway

We shall not perform any financial transactions for you. You may, however, use the Services to communicate your instructions to a Third Party Servicer which Third Party Servicer may perform a financial transaction on behalf of you pursuant to the Third Party Servicer Agreement. We are not liable for any such financial transaction or the results thereof.

10.2 Remittance Transactions

As and where available as indicated in disclosure in the Account, certain Third Party Servicers may offer remittance or money transfer services under their respective terms. Where such services are available, the Services will enable you to deliver instructions to the Third Party Servicer to initiate a remittance transaction. Such transactions will result in funds in your Financial Account being applied to the remittance transaction as per your instructions to the Third Party Servicer delivered by way of Juicyway.

10.3 Foreign Exchange Transactions

As and where available as indicated in disclosure in the Account, by carrying out a remittance transaction from one Third Party Servicer (e.g., a US bank) to another (e.g., a Nigerian MFB), you may be able to cause a given balance of funds to be converted from one currency to another. We do not itself carry out such transactions. They are, instead, carried out by Third Party Servicers. Pursuant to your transaction instructions supplied through Juicyway, the Third Party Servicer holding the funds of a currency that you wish to sell will transfer them to your Financial Account at another Third Party Servicer that maintains a Financial Account for you in another currency. The currency conversion takes place in the course of the remittance transaction from one Third Party Servicer to another.

10.4 Bill Payment Transactions

If you have a supplier you wish to pay, as and where available as indicated in disclosure in the Account, you may be able to use the Services to instruct a Third Party Servicer to initiate a payment to the supplier.

10.5 Payment Processing Transactions

If made available to you, we or one of our affiliates may provide Payment Processing Services, meaning serving as an agent of you to receive funds for you from a client of yours. Payment Processing Services are supplied under a separate agreement, the Payment Processing Terms which are posted at the Site and incorporated herein by reference.

10.6 Transaction Restrictions

Each financial transaction initiated through the Services is subject to restrictions as discussed herein and other disclosure in the Account. Certain transactions are not permitted, not possible, or may be delayed, reversed, or cancelled without prior consent of you at the sole discretion of Third Party Servicers and Juicyway.

10.7 Transaction Errors

You shall immediately notify us of any errors by us, a Third Party Servicer, or you in the supply or use of the Services. Where practicable, we shall use commercially reasonable efforts to investigate errors, but make no representation as to our ability to correct the error. You shall provide us with any information necessary to investigate an error in a transaction. Some payment transactions, such as wire transfers, are irreversible, so you agree to exercise extreme caution when initiating any financial transaction by way of instructions delivered to one of your Third Party Servicers through the Services.

11. COMPLIANCE AND REGULATORY OBLIGATIONS

11.1 Anti-Money Laundering and Know Your Customer

(a) We maintain a comprehensive, risk-based Anti-Money Laundering (“AML”), Counter-Terrorist Financing (“CTF”) and financial crime compliance programme in accordance with applicable laws, regulations and international standards, including those issued by the Financial Action Task Force (FATF) and relevant domestic supervisory authorities. We are required to comply with anti-money laundering (AML) and counter-terrorist financing (CTF) laws and regulations.

(b) You shall provide accurate, complete and current information and documentation as may be required for identity verification, customer due diligence, beneficial ownership identification, source of funds verification, and ongoing monitoring.

(c) Where you act on behalf of any legal entity or third party, you represent and warrant that you are duly authorised to do so and shall disclose full details of all ultimate beneficial owners and controlling persons.

(d) We may, at any time and without prior notice, request additional information or documentation, conduct enhanced due diligence, or apply ongoing monitoring measures where we determine that a higher risk of money laundering, terrorist financing, fraud, sanctions evasion or other financial crime may exist. Failure to provide requested information within a reasonable time may result in suspension, restriction or termination of your access to the Services.

(d) We reserve the right, acting reasonably and in good faith, to refuse, delay, suspend, restrict, reverse or decline to process any transaction, or to suspend or terminate your account, where we believe that such action is necessary to comply with applicable laws or regulatory obligations, or where a transaction appears unusual, suspicious, inconsistent with your known profile, structured to evade reporting thresholds, or otherwise indicative of potential financial crime.

(e) We shall not be liable for any loss, delay or damage arising from actions taken in good faith in compliance with such obligations.

11.2 Sanctions Screening

(a) We conduct sanctions and restricted party screening in respect of customers, counterparties and transactions in accordance with applicable laws and internationally recognised sanctions regimes.

(b) You represent and warrant on a continuing basis that you are not subject to economic or trade sanctions, are not owned or controlled directly or indirectly by a sanctioned person, are not acting on behalf of a sanctioned person, and will not use the Services in a manner that would cause us to breach applicable sanctions or trade control laws.

(c) We may block, freeze, suspend, reverse or decline any transaction, or restrict or terminate access to the Services, where we reasonably determine that a transaction involves a sanctioned person, entity, country, or otherwise presents sanctions-related risk. Such action may be taken without prior notice and without liability to you where required for compliance purposes.

11.3 Reporting Obligations

(a) We may be required or deem it appropriate to report certain transactions, activities or information to regulatory authorities, supervisory bodies, financial intelligence units or law enforcement agencies in connection with suspected money laundering, terrorist financing, fraud, sanctions breaches or other unlawful conduct. You acknowledge and agree that such reporting may be made without prior notice to you and that we are under no obligation to disclose the existence or content of any such report where restricted by law.

(b) Where we are subject to a valid subpoena, court order or other compulsory legal process requiring disclosure of your information, we may comply with such request as required by law. Where legally permissible, we shall provide you with an opportunity to contest the request prior to disclosure; however, where prohibited by law or regulatory direction, we may comply without prior notice.

(c) We may withhold notification of investigations, reporting actions or account restrictions where providing such notice would constitute unlawful tipping-off or otherwise prejudice an investigation.

11.4 Anti-Bribery, Anti-Corruption and Fraud

You represent and warrant that you shall not engage in bribery, corruption, facilitation payments, fraud, embezzlement, misrepresentation or any unlawful or improper conduct in connection with your use of the Services. You agree to comply with all applicable anti-bribery and anti-corruption laws and regulations.

11.5 Third-Party Use and Prohibited Account Activity

You shall not use your account on behalf of undisclosed third parties, nor permit any other person to access or use your account without our prior written consent. You represent that all transactions conducted through your account are lawful, authorised and for legitimate purposes. We may suspend or terminate accounts used for nominee arrangements, layering schemes, transaction structuring, or other conduct that increases financial crime risk.

12. ACCOUNT SUSPENSION,TERMINATION, AND SYSTEM EXPLOITATION

12.1 Term

The term of this Agreement ("Term") shall begin when you accept this Agreement, complete the Application, obtain an Account or first access or use the Services, and shall continue on a month-to-month basis until terminated in accordance with the terms hereof.

12.2A Suspension

We may immediately suspend, restrict, freeze, or limit your Account (including blocking transactions or placing a hold on funds) where:

• We suspect fraudulent, illegal, or unauthorised activity;
• You breach these Terms or any applicable agreement with us;
• We are required to do so by applicable law, court order, law enforcement request or regulatory authority;
• Your Account shows unusual or suspicious activity;
• You have excessive chargebacks or disputes;
• To prevent damages to, or degradation of the integrity of, our internet network;
• To otherwise protect us from potential legal liability or harm to our reputation or business;
• You fail to provide information or documentation requested for compliance or verification purposes;
• Because we have opted to change the Services.

We will use commercially reasonable efforts to notify you of the reason(s) for such suspension as soon as reasonably practicable. Nothing contained in this Agreement will be construed to limit our actions or remedies or act as a waiver of our rights in any way with respect to any of the foregoing activities.

12. 2B System Exploitation

As a User you shall not directly or indirectly:

• Exploit, attempt to exploit, or manipulate any vulnerability, loophole, defect, or unintended functionality in the Services;
• Engage in any activity designed to artificially manipulate transaction flows, generate illegitimate credits, bonuses, rewards, or financial benefits;
• Circumvent, bypass, disable, or interfere with any security feature, access control mechanism, fraud detection system, rate limits, or technical safeguards;
• Use bots, scripts, automation tools, scraping technologies, reverse engineering techniques, or any similar mechanism to access, extract, copy, or interfere with the Services;
• Conduct stress testing, penetration testing, or vulnerability scanning without our prior written authorisation;
• Engage in coordinated abuse, system gaming, arbitrage manipulation, or transaction structuring designed to improperly benefit from pricing errors, system delays, or processing gaps;
• Attempt to gain unauthorised access to another user’s account, data, or funds.

Any such conduct shall constitute a material breach of this Agreement and may result in immediate suspension or termination of your Account, forfeiture of benefits improperly obtained, reversal of affected transactions, reporting to relevant authorities, and pursuit of civil or criminal remedies. We reserve the right to investigate suspected system exploitation and may suspend access to the Services during such investigation.

12.3 Termination by Juicyway

We may terminate your Account and these Terms:

(a) Immediately for cause, including breach of these Terms, fraud, system exploitation, or misuse of the Services;

(b) Upon thirty (30) days' written notice without cause;

(c) If required by law, court order or regulatory directive;

(d) Immediately where continued provision of the Services would expose us to regulatory, financial, or reputational risk.

12.4 Termination by You

Either party may terminate this Agreement at any time for any reason or for no reason. You may terminate by closing your Account or such other means as the Services may provide. You remain liable for all obligations incurred prior to termination.

12.5 Effect of Suspension, Termination or System Exploitation

Upon suspension, termination or System Exploitation:

(a) Your right to access and use the Services ceases immediately;

(b) We may retain your personal data and transaction records as required by law, including anti-money laundering and financial record-keeping obligations (typically for five (5) years);

(c) We may place a hold or reserve on funds for a reasonable period where necessary to manage risk, disputes, or compliance obligations, reverse transactions, or recover improperly obtained benefits where suspension or termination relates to fraud, chargebacks, or system exploitation;

(d) You remain liable for all outstanding obligations, including fees, reversals, chargebacks, and indemnity obligations;

(e) We will return any remaining balance in your Account, subject to applicable holds or reserves;

(f) Within thirty (30) days after the effective date of termination, each party shall comply with the obligations to return or destroy all Confidential Information;

(g) Any provisions which by their nature should survive termination shall survive, including those relating to liability, indemnification, confidentiality, dispute resolution, and regulatory compliance.

13. USER REPRESENTATIONS AND WARRANTIES

You represent and warrant to us that:

(a) You have the legal authority to bind your organisation to this Agreement and to perform hereunder and under each Third Party Servicer Agreement to which you are a party. You are the exclusive owner of the Account and are not operating the Account on behalf of any third party.

(b) You have the legal capacity to enter into this Agreement and perform your obligations hereunder.

(c) You are a business, charitable organisation, or not-for-profit organisation and shall use the Services for only business purposes and not for individual consumer purposes.

(d) You shall immediately advise us of defects in the Services or any claim or threatened claim against us.

(e) Your use of the Services conforms to all laws and the terms of this Agreement.

(f) All information you provide to us shall be complete and accurate and you shall promptly correct any errors in the information provided to us.

(g) Where your data includes data concerning third parties, you state that you have obtained the necessary consents for us to collect, process, and store such data hereunder from the relevant data subjects.

14. NO WARRANTIES BY Juicyway

14.1 Third Party Content and Services

Content from Third Party Servicers, other users, suppliers, advertisers, and other third parties may be made available to you through the Services. We do not control such content; you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third-party rights related to such content.

The Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Services, you may be exposed to third-party websites that you find offensive, indecent, or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature, or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from the Site or Services including but not limited to Third Party Servicer Services.

14.2 Services Provided "As Is"

THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE Juicyway ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

14.3 No Professional Advice

The Services do not include the supply of any accounting, financial, investment, legal, or other professional advice. We are not an accounting or other professional services firm. We do not hold any licenses for the supply of any accounting, financial, investment, legal, or other professional advice and none of the Services shall be construed as including any such services. Data presented in the Services, such as financial information, for example, shall not be construed as reflective of the financial status of you or any third party nor are they necessarily compatible with any specific accounting standards, such as GAAP (generally accepted accounting principles). You shall be exclusively responsible for retaining third-party accounting, financial, investment, legal, and other professional advice.

15. LIMITATION OF LIABILITY

15.1 Maximum Liability

IN NO EVENT WILL Juicyway BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

15.2 Exclusion of Consequential Damages

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY (i) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (ii) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (iii) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (iv) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL WE BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

15.3 Third-Party Liability

IN NO EVENT SHALL OUR SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

15.4 Minimum Liability

TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

15.5 Specific Exclusions

We shall not be liable for any claims, losses, or liabilities related to:

• Any Product, Client, or Third Party Servicer;
• Losses or damages incurred as a result of any termination or suspension of access to or use of the Services;
• The operation or failure of your devices or those of any third party, including but not limited to processors, hosting services, internet service providers, and other Third Party Servicers;
• Internet outages, unsecure WiFi or other connections, or any other interference with your use of or access to the Services or security breaches arising from any user device.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Juice Global Inc, its subsidiaries, affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services;
• Your breach of these Terms;
• Your violation of any laws or regulations;
• Chargebacks or disputed transactions;
• Your violation of third-party rights;
• Any breach of a Third Party Servicer Agreement;
• Any use of your data by you or a Third Party Servicer or other third party;
• Your use of the Services, including in combination with any third-party service;
• Any transaction or financial transaction occurring as a result of data communicated via the Services;
• Any act or omission of any Third Party Servicer or client;
• Costs incurred by us enforcing the terms hereof or responding to any subpoena relating to you, your data, or a Third Party Servicer;
• Any claim by a governmental taxing authority;
• Any claim arising from your use of the Services or payments under these Terms, and from any related losses, interest, penalties, and reasonable legal fees arising from any claim by a tax authority; Juicyway will notify you to the extent permitted by law, and no settlement may impose any admission of wrongdoing or non‑monetary obligation on Juicyway without Juicyway’s consent.
• Any dispute between you and any third party or User Personnel.

You may monitor and record support-related and other outbound calls to you, as well as inbound calls to us by you or your representatives, for compliance, support, training, and other purposes. You agree that we may record any call between you and us relating to the Services, and agree to:

1. notify all relevant User employees that calls with us may be monitored; and
2. indemnify and hold harmless us from any claim arising as a result of our monitoring or recording of calls between us and your representatives.

17. CONFIDENTIAL INFORMATION

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein.

Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement.

Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement.

Your data shall, without limitation, be your Confidential Information. Our data shall, without limitation, be our Confidential Information.

18. INTELLECTUAL PROPERTY RIGHTS

18.1 Juicyway Intellectual Property

We expressly reserve all Intellectual Property Rights in the Services, our systems, and all proprietary materials developed and owned by us, and provided under this Agreement (“Provider Materials”). All right, title, and interest in the Services and Provider Materials, any updates, adaptations, translations, customisations, or derivative works thereof, and all related Intellectual Property Rights shall remain exclusively with us or our licensors.

We reserve the right, in our sole discretion, to change, modify, add to, or remove portions of the Services without prior notice to you or your consent. Certain names, logos, trade marks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services are protected by Intellectual Property Rights Laws of the United States, Canada, Nigeria and other jurisdictions.

18.2 Limited License

We hereby grant to you a non-exclusive, non-transferable, non-assignable right to use the Services, as per the terms of this Agreement. You acknowledge that the Services are cloud-based and hosted services and no copies of the Services or our systems will be delivered to you, other than (where available) the App, subject to the EULA. The Services shall be used by you solely for your own purposes and we do not convey any right, title, or interest in the Services or our systems to you. Your right to use the Services shall terminate upon any termination of this Agreement or any suspension or termination of the supply of the Services to you. You shall not copy, modify, adapt, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of any software provided by Juicyway or our licensors. Nothing in this agreement shall be construed to grant you any rights, title or interest in or to any intellectual property belonging to Juicyway or our licensors.

18.3 User Data and Feedback

You have sole responsibility for the accuracy, appropriateness, and completeness of all your data. Subject to the provisions of law, we will use your data as provided in performing the Services and are not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, or completeness of your data . You represent and warrant that you have all necessary rights and consents to provide the data to be processed and that such is lawful and does not violate any applicable law or third-party rights.

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to the Services (collectively "Feedback"), you agree that Feedback is voluntary and we may use the Feedback to modify the Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. You hereby grant us a worldwide, royalty-free, fully paid, perpetual, irrevocable and sublicensable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.

18.4 No Implied Rights

Except as expressly stated herein, no license or right is granted to you by implication, estoppel, or otherwise under any Intellectual Property Rights of Juicyway or its licensors.

19. DISPUTE RESOLUTION AND ARBITRATION

19.1 Governing Law

This Agreement shall be governed pursuant to the laws of England and Wales without regard to its conflict of laws rules.

19.2 Arbitration

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including the breach, termination, or validity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitral tribunal shall comprise one (1) arbitrator, who shall be appointed in writing upon the agreement of the Parties. Where the parties fail to agree and appoint an arbitrator, the American Arbitration Association may appoint the arbitrator in accordance with the Commercial Arbitration Rules.

The arbitration shall take place in the state and county where Juicyway is located, and the language of the arbitration shall be English. Each party shall bear its own costs of arbitration, and the parties shall share the fees and expenses of the arbitrator(s) equally. The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

Nothing in this clause shall preclude either party from seeking interim injunctive relief, or any other provisional remedy, from any court of competent jurisdiction in the State and county where Juicyway has its registered address.

19.3 Class Action Waiver

You agree to waive any right you may have to: (i) a trial by jury; and (ii) the commencement of or participation in any class action against Juicyway related to this website. You also agree to opt out of any class proceedings against us or our Third Party Servicers.

19.4 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legals@juicyway.com to attempt to resolve any dispute informally.

20. GENERAL PROVISIONS

20.1 Amendments

We reserve the right, in our discretion, to amend this Agreement at any time by posting amendments on the Site or in the App. You are responsible for periodically reviewing the amendments on the Site and the App, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using the Services. No supplement, modification, or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on us unless executed by us in writing. Such changes shall take effect within thirty (30) days unless accepted by you earlier or if you do not close your Account within such delay.

20.2 Notices

Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been received when sent by electronic mail to the email address provided by the recipient party, which in our case shall be support@juicyway.com. It is your responsibility to keep us updated as to your current email address. Any notice or communication sent by electronic mail shall be deemed to have been received on the date and at the time of transmission, provided that no "system error" or other notice of non-delivery is generated or received by the sender.

We may notify you through the Account, by email to the contact information provided in the Application, or by other electronic notice to other contact information provided by you to us.

20.3 Assignment

You may not assign this Agreement or any of your rights or obligations hereunder to any third party without our prior written consent. Any assignment in violation of this section shall be void. We may assign this Agreement without restriction and without any notice to you and without your consent. The terms of this Agreement shall be binding upon permitted successors and assigns.

You agree that on a sale of all or substantially all of our assets, we may include in the sale the copy of your account information, including billing information used to pay Fees hereunder in accordance with applicable data protection and privacy laws.

20.4 Severability

Any provision of this Agreement which is determined to be illegal, invalid, or unenforceable in a particular jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity, or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity, or enforceability of such provision in any other jurisdiction.

20.5 Entire Agreement

In the event of any conflict between this Agreement and the information provided during Application or otherwise on the Site, in the App or in the EULA, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and our Privacy Policy, this Agreement shall prevail.

These Terms, together with our Privacy Policy and any additional terms applicable to specific Services, constitute the entire agreement between you and us and supersede any and all prior agreements, negotiations, or other communications, whether written or oral.

20.6 No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure to exercise, or delay in exercising, a right, power, or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.

20.7 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control. You acknowledge and understand that if we are unable to provide Services as a result of a force majeure event, we will not be in breach of this Agreement and will not be liable for delays caused by such event.

20.8 Independent Contractors

Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that you have, any authority to act on our behalf.

20.9 User Support

We will use commercially reasonable efforts to provide you with technical support services in relation to the Services through our technical support website, email, or telephone. We may update, modify, suspend or discontinue any aspect of the Services at our sole discretion such updates may alter, add to, or remove functionalities or features of the Services. We may also from time to time, schedule downtime for maintenance, security, testing or system upgrades to the Services. Where reasonably practicable, we will provide advance notice of planned maintenance that is expected to materially affect the availability of the Services

20.10 Right to List as a Customer

You agree that we may utilise your entity name in listings of current customers. The use of your name in any other marketing or promotional materials or press announcements may be submitted to you in advance for approval. In any case, you may withdraw your consent at any time by written notice, and we shall promptly cease any further use of such information for marketing and promotional purposes.

20.11 Compliance with Export Regulations

You have or shall obtain in a timely manner all necessary or appropriate licenses, permits, or other governmental authorisations or approvals; shall indemnify and hold us harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations, or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. You shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of such country’s export laws.

20.12 European Union Residents

Where you are resident in the European Union, or where European Union data protection laws apply to your use of the Services, you acknowledge that your personal data may be transferred to, stored in, and processed in countries outside the European Union. Any such transfers shall be carried out in accordance with applicable data protection laws and subject to appropriate safeguards, including recognised transfer mechanisms permitted under the GDPR.

20.13 E-Sign Consent

Under the Electronic Signatures in Global and National Commerce Act ("E-Sign"), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when

1. your electronic signature is associated with the Agreement and related documents;
2. you consent and intend to be bound by the Agreement and related documents; and
3. the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record).

This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. You agree

1. that the Agreement and related documents shall be effective by electronic means;
2. to be bound by the terms and conditions of this Agreement and related documents; and
3. that you have the ability to print or otherwise store the Agreement and related documents.

20.14 English Language

It is the express wish of the parties that this Agreement and all related documents be drawn up in English.

20.15 Survival

Upon the termination or expiration of this Agreement , all rights and obligations of both parties (except for accrued payments, rights and obligations prior to the date of termination or expiration), including all licenses granted to you hereunder, shall immediately cease except for those provisions which by their nature are intended to survive termination or expiration. The following Sections will survive expiration or termination of this Agreement for any reason: the introductory paragraph, Sections 3 (Data Protection and Privacy), 5.3 (Prohibited Activities), 8 (Chargebacks), 11 (Compliance), 15 (Limitation of Liability), 16 (Indemnification), 17 (Confidential Information), 18 (Intellectual Property Rights), 19 (Dispute Resolution and Arbitration), and 20 (General Provisions) together with any other provisions which expressly or by implication are intended to survive termination.

21. CONTACT INFORMATION

For questions, concerns, or complaints regarding these Terms or the Services, please contact us at: support@juicyway.com

22. GLOSSARY OF DEFINED TERMS

The following words used in this Agreement are defined as follows:

Account means an account made available to you through which you can transmit instructions or receive information in relation to the Services.

ACH means Automated Clearing House payment transaction.

Affiliate means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest.

App means an application available for download to certain mobile devices through which you can access the Services, subject to the EULA.

Application means the online sign-up process on our website or the paper or online application completed by you when applying for the Services.

Card means the spend card issued to you and linked to your Account.

Card Issuer means the third-party financial institution that issues the Card.

Client means a client or customer of you.

Confidential Information means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.

Data means User Data or Juicyway Data.

EULA means an end-user license agreement pursuant to which the App is licensed to you for the limited purpose of accessing the Services.

Feedback means ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services.

Fees means fees payable by you for use of the Services, as disclosed at https://www.juicyway.com or otherwise on the Site, the App or in the Account.

Financial Account means your bank account or other financial account, if any, with a Third Party Servicer.

Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Juicyway Data means information concerning Services or provided to you by Juicyway through the Account or otherwise.

Juicyway Privacy Policy means the privacy policy of Juicyway posted at https://www.juicyway.com such as it is from time to time.

Juicyway System means a cloud-based system operated by Juicyway that allows you to access your Account and initiate Transactions.

Laws shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by-laws, whether domestic or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.

Party means either you or Juicyway and Parties means both you and Juicyway.

Payment Processing Services means the service of receiving funds for your sales from Clients under separate Payment Processing Terms. For the purposes of this Agreement, Payment Processing Services are also Third Party Servicer Services but without reducing Juicyway liability under Payment Processing Terms.

Payment Processing Terms means an Agreement between you and Juicyway or an Affiliate of Juicyway under which Payment Processing Services are provided. For the purposes of this Agreement, Payment Processing Terms are also a Third Party Servicer Agreement.

Person is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

Product means any product or service for sale or provided by you or for which a Third Party Servicer is used to make payment or for which Services is used to assist in a payment

Provider Material means all materials, software, documentation, systems, tools, templates, methodologies, content, and other proprietary materials developed, owned, or licensed by the Provider and made available under this Agreement, including any updates, modifications, enhancements, and derivative works thereof, but excluding User Data

Site means juicyway.com or such other websites or portals through which the Services are accessible.

Term has the meaning set out in Section 12.1.

Third Party Servicer Agreement means an agreement between you and a Third Party Servicer concerning the supply of Third Party Servicer Services to you.

Third Party Servicer means a third party that has entered into Third Party Servicer Agreement with you pursuant to which the Third Party Servicer provides Third Party Servicer Services to you.

Third Party Servicer Services means the services of a Third Party Servicer provided pursuant to Third Party Servicer Agreement.

Transaction means sending or attempted sending of Data, by way of the Services, between any of you, Juicyway and a Third Party Servicer.

User Data means any and all non-public identifiable personal information of Users.

User Device means a computer system, tablet or phone used by you to access the Services or manage Data or your business.

User Financial Account means a bank account of you identified by you as being an account from which Juicyway may debit Fees or other amounts owing hereunder.

User Personnel means officers, directors, bookkeepers, accountants or other your personnel that are directly employed or engaged by you.

ACKNOWLEDGMENT

By accessing or using the Services, you acknowledge and confirm that you have read and understood these Terms and Conditions and agree to be legally bound by them.

You represent that you have the full legal capacity and authority to enter into this Agreement, that you have had adequate opportunity to review its Terms, and that you accept these Terms and Conditions voluntarily.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.