Welcome to Stockshop Thank you for using our online ecommerce service which is governed by the End User License Agreement. Please read them carefully Stockshop is a product of Stockshop LLC, a company incorporated under the laws of Ghana STOCKSHOP END USER LICENSE AGREEMENT & TERMS OF SERVICE This Agreement is a legal and binding agreement between you (the User), the ecommerce company (the company) and Stockshop LLC (the developer) located at Urban Digital Prints Building, East Legon Hills, Accra Ghana in relation to STOCKSHOP (the Platform). This Agreement among other things sets out the general terms regarding the use of this copy of the platform, as well as some general standards of behavior required of the User. DESCRIPTION OF THE PLATFORM SERVICE OFFERED STOCKSHOP: This platform is composed of a Web application which has the following description: STOCKSHOP is an online ecommerce platform where users can connect with vendors to purchase and exchange services. Primarily, Stockshop is an ecommerce platform but also provides vendors with the opportunity to raise capital from users to expand their business. STOCKSHOP offers the most essential services such as: * Buying and selling online * Brokerage of finance for small and medium scale vendors * Inventory management and setup for vendors * Data and review store on products * Financial Database curation BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE PLATFORM YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK THE ACCEPT BUTTON, INSTALL, DOWNLOAD, OR USE THE PLATFORM. IF YOU CLICK THE ACCEPT BUTTON OR INSTALL, DOWNLOAD OR USE THE APP , THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE FULLY ACCEPTED BY YOU. If you agree to these terms on behalf of an organization, you hereby represent to the Developer that you are authorized to accept these terms on its behalf. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, CLICK THE �DECLINE� OR �CANCEL� BUTTON AND DO NOT INSTALL, DOWNLOAD OR USE THE PLATFORM. THIS AGREEMENT IS EFFECTIVE AS OF THE 30th DAY OF November, 2021. A. END-USER LICENSE 1. GRANT OF LICENSE. Developer grants the User the following rights provided that you comply with all terms and conditions of this AGREEMENT: Developer hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the object code of the Platform solely in accordance with the permitted uses of the Platform as set forth in this AGREEMENT and the purpose for which the Platform was designed as set forth in the applicable documentation for the Platform, and to the extent permitted by your payment of applicable license fees, where applicable and the law. 2. PLATFORM PROVIDED AS IS THE PLATFORM IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEVELOPER BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE PLATFORM. 3. RESERVATION OF RIGHTS AND OWNERSHIP. The Platform is licensed, and not sold, to you for use only under the terms of this AGREEMENT. The Platform is protected by copyright and other intellectual property laws and treaties. The Developer or its successors in title own the title, copyright, and other intellectual property rights in the Platform. Except as expressly licensed to you herein, Developer reserves all right, title and interest in the Platform and all associated copyrights, trademarks, and other intellectual property rights therein. 4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Platform by any means whatsoever, or alter, modify, enhance, or create a derivative work of the Platform without prior written consent of the Developer. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Platform. 5. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide hosting services with the Platform for third parties without prior written consent of the Developer. You may not use the Platform to provide commercial services to third parties. 6. CONSENT TO USE OF DATA. You agree that the Developer and its affiliates may collect and use personal and technical information gathered as part of the product support services provided to you, if any, related to the Platform. Developer may use this information to improve its products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you. 7. TRANSFER. YOU MAY NOT TRANSFER THE PLATFORM. YOU MAY NOT SUBLICENSE, RENT OR LEASE YOUR RIGHTS IN THE PLATFORM OR AUTHORIZE ANY PORTION OF THE PLATFORM TO BE COPIED EXCEPT AS MAY BE EXPRESSLY PERMITTED IN THIS AGREEMENT. 8. ADDITIONAL APP/SERVICES. This AGREEMENT applies to updates, supplements, add-on components, or Internet-based services components, of the Platform that Developer may provide to you or make available to you after the date you obtain your initial copy of the Platform, unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. Developer reserves the right to discontinue any services provided to you or made available to you through the use of the Platform. 9. UPGRADES. To use Platform identified as an upgrade, you must first be licensed for the Platform identified by Developer as eligible for the upgrade. Except as otherwise provided in writing, after upgrading, you may no longer use the Platform that formed the basis for your upgrade eligibility. 10. SUPPORT AND SUBSCRIPTION SERVICES NOT INCLUDED. Unless otherwise expressly stated, the Developer will not provide any support services under this AGREEMENT. This AGREEMENT does not give you any rights to any updates or upgrades to the Platform or to any extensions or enhancements to the Platform developed by the Developer at any time in the future. The Developer may offer support services separately. Any supplemental Platform code or related materials that the Developer provides to you as part of any support services are to be considered part of the Platform and are subject to the terms and conditions of this AGREEMENT. 11. WARRANTY OF TITLE. The Developer warrants that it owns and/or has the right to license the Platform. 12. DISCLAIMER OF WARRANTIES. The express warranty in SECTION 11 is in lieu of all other warranties, express, implied or statutory, regarding the Platform and Documentation, including any warranties of merchantability. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES OTHER THAN THE EXPRESS WARRANTY SET FORTH IN SECTION 13. THE DEVELOPER DOES NOT WARRANT THAT THE USE OR OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. 13. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. 13.1 Limitations on Indemnification. Developer shall have no liability for, and shall not indemnify you against, any infringement claim including claims resulting from: (i) modification of any Platform; (ii) combination of any Platform with hardware, Platform or other intellectual property provided by anyone other than Developer; (iii) use of a superseded or altered release of some or all of the Platform or any modification thereof furnished under this AGREEMENT including, but not limited to, your failure to use corrections, fixes, or enhancements made available by Developer; or (iv) use of any Platform in any manner not expressly contemplated hereunder. 13.2 Applicability to Third Party Products. The developer makes no representations or warranties and provides no indemnification or replacement covenants of any kind with respect to Third Party Products. The Developer�s sole responsibility as to Third Party Products is to pass through any intellectual property warranties, indemnification and replacement provisions that the Developer receives from the company or suppliers of such Third Party Products and which the Developer is allowed to pass on. �Third Party Product� means products provided by third party agencies, including operating systems and applications with which the Platform interface runs on and which provides certain functionality essential to the operation of the Platform. 13.3. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information: a) The electronic or the physical signature of the individual that is authorised on behalf of the owner of the copyright or other intellectual property interest. b) A description of the copyrighted work or other intellectual property that you believe has been infringed upon. c) A description of the location of the platform which you allege has been infringing upon your work. d) Your physical address, telephone number, and email address. e) A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law. f) A Statement, made under penalty or perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner�s behalf. 13.4 Confidentiality. You hereby agree that the Platform was developed at considerable time and expense by the Developer. Except to the extent that the Developer is expressly precluded by law from prohibiting these activities, you shall not (directly or indirectly): (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms from any part of the App or Service, or (ii) modify, translate, or otherwise create derivative works of any part of the Software or Services. 13.5 You do not acquire hereby any Intellectual Property Right in or relating to the Platform or services provided thereto. Any rights not expressly granted herein are expressly reserved. 14. OPEN SOURCE DISCLOSURE. By accepting the terms of this AGREEMENT, you are accepting that you would be bound by the terms of any open source licenses that may govern the use of such open source App, that the Developer may use, if any, including all disclaimers of warranty and limitations of liability set forth therein. 15 EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEVELOPER OR ITS AGENTS, OR ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY OR DEATH, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE Platform , THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE Platform OR OTHERWISE ARISING OUT OF THE USE OF THE Platform , OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF DEVELOPER OR ANY SUPPLIER, AND EVEN IF DEVELOPER OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS, THE TERMS IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. 16. LIMITATION OF LIABILITY AND REMEDIES. Despite any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Developer and any of its suppliers under any provision of this AGREEMENT and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Developer) shall be limited to actual, direct damages up to the amount actually paid by you for the Platform , if any. B. TERMS OF SERVICE 17. ELIGIBILITY. The App, and the service provided by the Developer is available only to individuals who are at least 18 years of age or have otherwise achieved the age of majority so as to be able to legally enter into this agreement. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration and other information you submit or provide to the Developer is accurate and truthful. The Developer may, in its sole discretion, refuse to offer this App and services related thereto, to any person or entity and change its eligibility criteria at any time. If you are not of the age of majority, this agreement can only be entered into on your behalf by your parent or other person who is lawfully entitled to give consent on your behalf. 18. DATA & PRIVACY. In order that the App function properly, data from the user, including personal data would be collected. You agree to provide a) Furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and b) Maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times. The provision of any information of a false, untrue, inaccurate or incomplete nature, would entitle the Developer to suspend or terminate your usage of the App. For more details on how your personal information is used and shared, kindly see our Privacy Policy. By agreeing to the terms of this Agreement, You agree to be bound by the said Privacy Policy, which can be accessed on www.stockshop.com.gh/privacy 19. UPDATES. The App may include functionality to automatically check for updates or upgrades to the Software. You hereby agree that the Developer may make such updates or upgrades available to you from time-to-time. Such updates or upgrades shall be subject to this Agreement, unless expressly stated otherwise and provided to you under other, or additional terms and conditions, in which case, those other, or additional terms and conditions (which may include the payment of additional fees), shall apply as if set out in this Agreement. 20. USE OF APP. This App is provided only for your own commercial use. You are responsible for all your activity relating to the Service. You shall not (and shall not permit any third party to) (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the App that: (i) infringes any patent, trademark, trade secret, right in confidential information, copyright, right of publicity or other right of any other person or entity (and �Intellectual Property Right�), (ii) violate any law or contractual duty or that You know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another�s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by the Developer, in its sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (�spamming�); (v) involves commercial activities and/or sales without the Developer�s prior written consent; (vi) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Developer or any third party; (vii) or impersonates any person or entity, including any employee or representative of the Developer�s. Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Developer in its sole discretion) an unreasonable or disproportionately large load on the Developer�s (or its third party affiliates) infrastructure; (ii) interfere or attempt to interfere with the proper working of the App or any activities conducted on the App; (iii) bypass any measures that may be used to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (iv) run any form of auto-responder or �spam� on the Service. You also agree that you will only use the App and Services in accordance with this Agreement, and all applicable laws. Root Digital Limited herein reserves the right to pre-screen refuse and/or delete any content currently available through our services. The Developer reserves the right to remove any content it deems is in violation of this Agreement, the rights of other users, or any laws. As an company by agreeing to the terms of this Agreement, You agree to be bound by the Service Level Agreement, which can be accessed www.stockshop.com.gh/sla 20.1 Refund Policy STOCKSHOP does not offer refunds for vendors however Refunds only occur between the company and the user where a package is not delivered therefore service has not been met. 21. USER CONTENT. By transmitting any message, communication, information or data including photos, location information, emergency alerts or responses (�Content�), You grant the Developer and its affiliates an irrevocable license to collect, use, store, handle, reproduce, display, perform, and transmit such Content for the purpose of the App. You represent and warrant that you (a) own or otherwise control all rights to all Content, or that the Content is in the public domain, (b) you have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual�s identifying or personal information as contemplated by this Agreement, (c) you are authorized to grant all the aforementioned rights to the Content to the Developer, and (d) you are personally liable for any damages that may arise out of any and all information and/or content posted or otherwise disclosed by you. By providing Content to the Developer, as well as any ideas, suggestions or feedback that relates to the App, you warrant that such content, idea, suggestion or feedback is not encumbered by law or equity, and hereby revoke any rights that you may have in any such content, idea, suggestion or feedback, if any at all and grant the Developer the right to use same without any liability whatsoever and howsoever. 22. THIRD PARTIES. THE APP, BY ITS VERY NATURE IS A PLATFORM THAT LINKS THE USER TO THIRD PARTY SERVICE PROVIDERS, INCLUDING BUT NOT LIMITED TO TELECOMMUNICATIONS NETWORKS, ELECTRONIC PAYMENT SERVICES, COURIER AND DELIVERY SERVICES, AND DELIVERY AGENCIES. INASMUCH AS ALL CARE AND DUE DILIGENCE ARE EXERCISED IN PROVIDING THIS PLATFORM, SUCH THIRD PARTIES, ARE NOT UNDER THE DEVELOPER�S CONTROL. YOU HEREBY COMMIT TO CONDUCTING PERSONAL DUE DILIGENCE ON ALL THESE SERVICE PROVIDERS, AND ACKNOWLEDGE THAT THE DEVELOPER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED AS A RESULT OF YOUR RELIANCE ON ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH THE DEVELOPER OR THE APP. THE DEVELOPER SHALL ALSO NOT BE HELD LIABLE FOR ANY LOSS OR DAMAGE CAUSED AS A RESULT OF ANY ALTERATION, MODIFICATION, SUSPENSION AND/OR DISCONTINUANCE OF SERVICE PROVIDED BY A THIRD PARTY OR THIRD PARTY SERVICE PROVIDER. FOR THE AVOIDANCE OF DOUBT THIS PROVISION APPLIES TO LINKS TO THIRD PARTY WEBSITES THAT MAY BE POSTED BY THE DEVELOPER, ANY SERVICE PROVIDER, OR ANY USER OF ANY KIND. 23. INDEMNITY. You hereby agree to defend, indemnify, and hold harmless the Developer, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys� fees, that arise from or relate to your use or misuse of, or access to, the App, or Your breach of this Agreement. For the avoidance of 24. MODIFICATIONS. Despite any provision to the contrary, the Developer reserves the right to at any time modify, alter and or discontinue, this Agreement or the App, whether temporarily or permanently, with or without prior notice. The continued use of the App after any such action, whether or not notice has been provided, of shall be deemed acceptance of the change. 25. TERMINATION. A breach of this Agreement by you shall entitle the Developer to terminate this Agreement immediately, and without recourse to you. The Developer may cease to provide the services associated with the app, including support and updates, without liability whatsoever. Upon termination of this Agreement: (a) You will cease all use of the App and, permanently delete all copies of the App in your possession or control; and (b) the Developer shall also have the right to cease providing services to you. The Developer may also suspend the services associated with the App, in whole or in part, either permanently or temporarily, where required by law, for reasons of non-payment, in the case of security violations or threats, for service maintenance or repair, or for any other reasons deemed necessary or desirable to the Developer. 26. NOTICE. Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given to you when delivered on the Developer�s website, through prompts and notifications on the App, by email, SMS or through any other means which may reasonable bring such notice to your attention. Notices to the Developer shall be sent by email to the following address info@stockshop.com.gh 27. ENTIRE AGREEMENT & SEVERABILITY. This Agreement sets forth the Developer's entire liability and your exclusive remedy with respect to the Platform and supersedes the terms of any prior provisions, understandings, advertising, communications, representations, warranties, undertakings, collateral agreements or agreements with respect to the Platform . No amendment to or modification of this AGREEMENT will be binding unless made in writing and signed by the Developer. No failure to exercise, and no delay in exercising, on the part of the Developer, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this AGREEMENT is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect the invalid, unenforceable or illegal provision shall be amended to achieve as closely as possible the effect of the original term. 28. CHOICE OF LAW AND FORUM. It is at the mutual agreement of both you and Roots Digital Limited with regard this Agreement that the relationship between the parties shall be governed by the laws of the Republic Of Ghana without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to this Agreement or the relationship between you and the Developer, shall be filed within the courts having jurisdiction within the Country of Ghana. You agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts. Any and all claims against the Developer must be brought within 3 months of the occurrence of the facts leading to such claim or shall be deemed forfeited by you. 29. NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY. You acknowledge, understand and agree that your account is non transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted. 30. FORCE MAJEURE. Despite any provision of this Agreement, neither Party shall be in default or breach of this Agreement for failure to fulfill its obligations when due to or contributed by causes beyond its reasonable control. An act of Force Majeure shall be deemed to include: an act of God such as without limitation a fire, flood, earthquake, epidemic, volcanic eruption, adverse weather conditions, storm, hurricane or other natural disaster, a strike, lock-out, labour dispute; war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war rebellion revolution insurrection or military or usurped power, terrorism, act of sabotage, civil disturbance, blockade, riot, civil commotion, malicious damage, interruption or failure of electricity, power supply, interruption or failure of the internet or other telecommunication facility, network or means of telecommunication, computer virus, or bug, third party computer infiltration, attack by a hacker, governmental restriction, or any other act or circumstance that materially increases or affects the risk or danger to the health or safety of members of the public. 31. VIOLATIONS. Please report any and all violations of this TOS to Stockshop LLC as follows: STOCKSHOP LLC Accra Telephone: +233509377177 Email: info@stockshop.com.gh


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