TWELVEVEST END USER LICENSE AGREEMENT (EULA)

SCOPE

THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND TWELVEVEST AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER. TO ENTER INTO THIS LICENSE AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SAAS, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS).

Data Confidentiality Agreement

TwelveVest provides data aggregation and analysis services which result in the creation of bespoke reports for its Clients. From time to time, TwelveVest may enter into Statement of Works with its Clients pursuant to which Clients shall be entitled to receive reports and processed data.

The User collects data that will be submitted to TwelveVest for processing and use in the reports created by TwelveVest. This agreement sets out the terms under which:

(i) TwelveVest is obliged to treat all data supplied by the User; and

(ii) the User is licensed to use the software.

AGREEMENT TO TERMS Each Party accepts the terms and conditions set out in this data confidentiality agreement.

  1. DEFINITIONS AND INTERPRETATION:

1.1 Defined terms shall have the following meaning when used in this Agreement:

Act” means the Nigeria Cybercrimes (Prohibition, Prevention Etc) Act 2015 as well as the Nigeria Data Protection Regulation of the National Information Technology Development Agency 2019 as it is in force at the date of this Agreement and as may be amended from time to time;

Client” means an individual, organisation or company to whom TwelveVest may provide access to the Processed Client Data pursuant to a Statement of Work;

Company Materials” means any documentation, materials, software, equipment, data and all other materials licensed by or to TwelveVest and used by TwelveVest (excluding any data provided by the Client in relation to the provision of the hereunder) in providing the Satisfaction Survey Reports or performing its obligations under this Agreement and shall be deemed to include any developments to such materials made during the course of providing the Services or access to the Applications to the Client;

Data” means the data inputted into the User’s computerised system from time to time which is captured by the Software and delivered to TwelveVest for processing into Processed Client Data, and such other data as may otherwise be delivered to TwelveVest by the User for processing into Processed Client Data;

Information” has the meaning given to it in Clause 2.1;

Personal Data” shall have the meaning given to it in the Act;

Processed Client Data” means the data created for a Client or Company use by TwelveVest, which is based on or includes, amongst other things, the Data;

Satisfaction Survey Reports” means any reports or Company Materials with information of the customer response to the survey TwelveVest sends;

Software” means the software owned by TwelveVest known as ‘TwelveTM’, as the same may be updated or replaced by TwelveVest from time to time;

Software Documentation” means supporting documentation explaining the use of and operation of the Software, as may be updated and reissued by TwelveVest from time to time; and

Statement of Work” means an agreement entered into between TwelveVest and a Client which sets out the terms on which TwelveVest shall deliver services, which may include the creation and delivery of Processed Client Data.

“User” means any person or entity who views, uses, accesses, browses or submits any data, content, or material to the Platform.

1.2 Headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or incorporated body (whether or not having a separate legal personality).

1.4 Words in the singular shall include the plural and vice versa.

1.5 A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment.

1.6 A reference to “includes” or “including” shall be construed without limitation.

1.7 References to Clauses are to Clauses of this Agreement.

  1. CONFIDENTIALITY

2.1 Subject to Clauses 2.2, 2.3 and 2.4, each Party to this Agreement undertakes to treat as confidential and not disclose to any third party any information received by them from the other Party marked ‘confidential’ or which may reasonably be supposed to be confidential, including, without limitation, information contained or embodied in the Software and the Software Documentation (in this Agreement collectively referred to as the “Information”), and shall keep such received Information secure with at least the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices.

2.2 The provisions of Clause 2.1 shall not extend to:

2.2.1 any information which was rightfully in the possession of the receiving Party prior to the commencement of the negotiations leading to this Agreement (except in the case where TwelveVest has previously received confidential information from the User, which is already the subject of a confidentiality agreement) or which is already public knowledge or becomes so at a future date other than as a result of unauthorised disclosure; and

2.2.2 Data, the use of which shall be governed by the provisions set out in Clause 4.

2.3 A Party shall not, without the prior written consent of the other Party, divulge any part of the other Party’s Information to any person except:

2.3.1 to its employees or authorised officers who have signed confidentiality provisions that reflect, or are more stringent than, those set out in Clause 2.1;

2.3.2 to its auditors and professional advisors, a court of competent jurisdiction, governmental body or applicable regulatory authority, and the Party shall ensure that the persons and bodies referred to in paragraph 2.3.1. and 2.3.2. are made aware before the disclosure of any Information that the same is confidential and that the Party owes a duty of confidence to the other Party.

2.4 The provisions of Clause 2 shall not apply to the whole or any part of the Information to the extent that it is the subject of a request under the Freedom of Information Act 2011 (unless thse relevant Information is exempt from disclosure under such Act). Under such circumstances, the relevant Party shall consult the other Party (giving the other Party 5 working days to respond) and take any observations received on the disclosure of the Information requested into account before making a determination on the request.

2.5 A receiving Party shall promptly notify the other Party in writing if the receiving Party becomes aware of any breach of confidence in relation to the other Party’s Information by any person to whom the receiving Party has divulged such Information, and shall give the other Party all reasonable assistance in connection with any proceedings which the other Party may institute against such person for breach of confidence.

2.6 The provisions of Clause 2 shall survive the termination of this Agreement.

  1. SOFTWARE USE

3.1 In consideration of the grant of rights made by the User to TwelveVest pursuant to Clause 4.1, TwelveVest grants to the User a royalty free, non-exclusive, revocable (in accordance with the terms of this Agreement) licence to use the Software in accordance with the rest of the provisions of Clause 3.

3.2 The User shall only use the Software as follows:

3.2.1 the Software shall only be used for the purpose for which it was intended as specified in the Software Documentation;

3.2.2 the User shall not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify or adapt the Software in whole or in part except to the extent that the User is permitted to do so by law for the purpose of integrating the operation of the Software with the operation of other software or systems used by the User. The User acknowledges that all rights in the Software as adapted or modified shall vest in TwelveVest and the User shall not use any information supplied to them or obtained in the course of any such modification or adaption to create any software which is substantially similar to the Software;

3.2.3 the User shall not install, nor instruct any third party to install, the Software on any equipment other than designated equipment;

3.2.4 the User shall notify TwelveVest promptly if the User becomes aware of any unauthorised use of the Software by any person; and

3.2.5 if TwelveVest provides the User with an update for the Software, the User shall install such update within a reasonable timeframe following its receipt.

3.3 If the User breaches any term in Clause 3.2, the licence granted in Clause 3.1 shall terminate and the User shall, at the request of TwelveVest, remove the Software from its computer systems.

3.4 Subject to Clause 3.3 TwelveVest shall, at the request of the User, remove any data from its systems collected by the Software within a reasonable timeframe and inform the User that this has been deleted.

3.5 The User shall provide all reasonable information, assistance and access to its systems on which the Software has been installed, to enable TwelveVest to collect Data via the Software as envisaged by this Agreement.

3.6 Upon termination TwelveVest shall, at the request of the User, remove any data from its systems collected by the Software within a reasonable timeframe and inform the User that this has been deleted.

  1. DATA USE AND PROTECTION

4.1 The User grants TwelveVest the right to collect Data via the Software and to use and process the Data in the creation of Processed Client Data.

4.2 TwelveVest may make the Processed Client Data available to Clients and/or the User. All rights in the Processed Client Data shall vest in TwelveVest. To the extent that any rights in the Processed Client Data are deemed to vest in the User, the User hereby assigns absolutely all such rights in and to the Processed Client Data to TwelveVest.

4.3 TwelveVest covenants that it shall maintain sufficient technical and organisational measures, in accordance with good industry practice, to ensure the security and integrity of its computers and other information systems to prevent the unauthorised disclosure, copying or use of the User’s Information and any Personal Data contained within the Data.

4.4 The Client accepts that:

4.4.1 It is obliged to not make available any Satisfaction Survey Reports and Company Materials in whole or in part and in any form, whether for sale or otherwise, to any other person without prior written consent from TwelveVest;

4.4.2 it shall use each Satisfaction Survey Reports and Company Materials solely for its internal business purposes and shall not, without the prior written consent of TwelveVest, provide details of any Satisfaction Survey Reports or its findings to any third party.

4.5 TwelveVest warrants that:

4.5.1 it has full capacity and authority to enter into the Agreement and to produce and distribute the Satisfaction Survey Reports and Company Materials;

4.5.2 it will perform the Services with reasonable skill and care

4.6 TwelveVest acknowledges that part of the Data delivered to TwelveVest may be Personal Data for the purpose of the Act. TwelveVest may use such Personal Data to create Processed Client Data, subject to the following:

4.6.1 where such Processed Client Data is being delivered to a third party Client, all Personal Data shall be anonymised so that no individual can be personally identified from the Processed Client Data, unless otherwise agreed in writing; and

4.6.2 where Processed Client Data is being delivered only to the User, there shall be no obligation on TwelveVest to anonymise Personal Data included in the Processed Client Data.

4.7 To the extent that the Data contains Personal Data, the User shall be a “Data Controller” (as defined in the Act) for the purposes of such Personal Data and the User warrants that it has complied with its obligations under the Act and any related legislation in so far as the same relates to the provisions and obligations of this Agreement. In particular the User warrants that it has obtained all required third party consents for the processing of such Personal Data and all other Data by TwelveVest for the purposes of providing the Processed Client Data.

4.8 TwelveVest shall comply with the provisions of the Act and any related legislation in so far as the same relates to the provisions and obligations of this Agreement. TwelveVest warrants that it shall act on the reasonable instructions of the User from time to time in respect of any Personal Data supplied by the User to TwelveVest.

4.9 Each party (the “Indemnifying Party”) shall keep the other (the “Indemnified Party”) indemnified from and against all liabilities, claims, actions and proceedings, damages and loss suffered or incurred by the Indemnified Party arising out of any breach by the Indemnifying Party of the foregoing covenant.

4.10 TwelveVest will inform the User if for any reason TwelveVest moves the Data to a different physical location by posting notice to that effect on TwelveVest’s website at https://www.twelvevest.com

4.11 TwelveVest shall not be responsible for any misuse of the Data or breach of the Act in relation to the Data other than as a result of a breach of TwelveVest’s obligations under Clause 4.3.

4.12 TwelveVest may take advantage of third party services for the purpose of enhancing the Data. When utilising any third party provider TwelveVest will ensure that it does so under a contract with terms that reflect those set out in Clause 2.1 and 4.3. TwelveVest may then include any enhancements generated by a third party in the creation of Processed Client Data.

  1. USER WARRANTIES AND COVENANTS

5.1 The User warrants and covenants that:

5.1.1 it is the owner or legal User of the Data and all intellectual property rights therein and has obtained all necessary consents and waivers from relevant third parties to enable it to grant the rights set out in Clause 4.1 to TwelveVest;

5.1.2 the provision of the Data to TwelveVest and the use of the Data by TwelveVest in accordance with the terms of this Agreement will not breach the rights of any third party;

5.1.3 without prejudice to its confidentiality obligations pursuant to Clause 2, it shall not share any Processed Client Data received from TwelveVest, whether free of charge or pursuant to a Statement of Work, without the written consent of TwelveVest (which may be given in its sole discretion).

  1. MISCELLANEOUS

6.1 This Agreement constitutes the entire Agreement between the Parties acting in relation to its subject matter and supersedes all previous communications, arrangements and representations, whether written or oral. The User acknowledges that it places no reliance on any representation made but not embodied in this Agreement.

6.2 The User shall not sub-license, assign or charge the rights contained in this Agreement in whole or in part.

6.3 The User shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including without limitation the EFCC Act.

6.4 Any notice required to be given under this Agreement or any communications between the Parties with respect to its subject matter shall be sent to the address for the receiving Party stated at the start of this Agreement or, if such address is no longer valid, the registered office of the receiving Party. Notices or communications shall be deemed to have been received by the receiving Party:

6.4.1 if delivered by hand, on the next working day following the date of delivery to the relevant address;

6.4.2 if delivered by post, on the date falling 2 working days from the date of posting;

6.4.3 if delivered by fax, on the next working day following receipt by the sending Party of a successful transmission report; and

6.4.4 if delivered by email, on the next working day following receipt by the sending Party of a successful delivery notification.

6.5 If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then such part will be severed from the remainder of the Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.

6.6 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

6.7 Nothing in this Agreement is intended or shall operate to create a partnership between the Parties, or to authorise either Party to act as agent for the other.

6.8 In the event that the Client wishes to participate in and receive the free version of the Satisfaction Survey Reports TwelveVest will provide the relevant version of said survey at no charge to the customer.

6.9 All Satisfaction Survey responses are TwelveVest’s Intellectual Property. To the extent that any rights in the Satisfaction Survey responses are deemed to vest in the User, the User hereby assigns absolutely all such rights in and to the Satisfaction Survey responses.

6.10 All Intellectual Property Rights in TwelveVest Materials shall remain vested in TwelveVest and the Client shall acquire no rights therein.

  1. GOVERNING LAW & JURISDICTION

7.1 This Agreement shall be construed in accordance with and governed by the laws of Nigeria.

7.2. Any dispute arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.

7.3. The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.

7.4. Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.