TERMS AND CONDITIONS

Last Updated: October 9, 2025

IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

"Account" means your registered user account on the Platform
"Applicable Laws" means all laws, regulations, and regulatory requirements applicable in Nigeria
"Business Day" means Monday to Friday, excluding public holidays in Nigeria
"Company," "Pairgate," "we," "us," or "our" refers to Pairgate Venture
"Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials
"Intellectual Property Rights" means patents, trademarks, service marks, copyrights, trade secrets, and all other intellectual property rights
"Platform" means the Pairgate website (https://pairgate.com), mobile applications, and all related services
"Services" means all products and services offered through the Platform including airtime, data bundles, utility bill payments, gaming services, and any other services
"Transaction" means any purchase, sale, or exchange conducted through the Platform
"User," "you," or "your" refers to any person accessing or using the Platform

1.2 Interpretation:

Headings are for convenience only and do not affect interpretation
Words in the singular include the plural and vice versa
References to "including" or "includes" mean "including without limitation"
References to writing include electronic communications

2. AGREEMENT TO TERMS

2.1 Binding Agreement:
These Terms constitute a legally binding contract between you and Pairgate Venture. By clicking "I Accept," registering for an account, accessing the Platform, or using any Services, you unconditionally accept and agree to be bound by these Terms.

2.2 Capacity and Authority:
You represent that you have the legal capacity, authority, and right to enter into this agreement. If you are accessing the Platform on behalf of a company or entity, you represent that you have authority to bind that entity to these Terms.

2.3 Age Restriction:
You must be at least 18 years old to use the Platform. By using the Platform, you represent and warrant that you are 18 years or older. We reserve the right to request proof of age at any time.

2.4 Amendments:
We reserve the absolute right to modify, amend, or update these Terms at any time without prior notice. Changes become effective immediately upon posting. Your continued use constitutes acceptance. We may notify you of changes via email or Platform notification, but are not obligated to do so. You are solely responsible for reviewing these Terms regularly.

2.5 Supplemental Terms:
Additional terms, policies, procedures, and guidelines posted on the Platform are incorporated herein by reference. In case of conflict, these Terms prevail unless explicitly stated otherwise.

2.6 Geographic Restrictions:
The Platform is intended for use within Nigeria. If you access the Platform from outside Nigeria, you do so at your own risk and are responsible for compliance with local laws.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Registration Requirements:
To access certain Services, you must register and create an Account. You agree to:

Provide true, accurate, current, and complete information
Maintain and promptly update all Account information
Not register if previously banned or terminated
Not use false identities or impersonate others
Not create multiple accounts without authorization
Not share, sell, or transfer your Account

3.2 Account Security:
You are solely responsible for:

Maintaining confidentiality of your password and login credentials
All activities occurring under your Account, whether authorized or not
Any loss or damage resulting from unauthorized Account access
Immediately notifying us of any security breach or unauthorized use

3.3 Account Verification:
We reserve the right to:

Verify your identity using government-issued identification, BVN, NIN, or other means
Request additional documentation at any time
Suspend your Account pending verification
Refuse registration or terminate Accounts that fail verification

3.4 No Account Ownership:
Your Account is licensed, not owned. We retain all rights to your Account and may reclaim, modify, or terminate it at our sole discretion.

4. USER REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 You represent, warrant, and covenant that:

All information provided is truthful, accurate, and complete
You will not provide false, misleading, or fraudulent information
You have full legal capacity and authority to enter these Terms
You are not a minor in your jurisdiction
You are not prohibited by law from using the Platform
You will comply with all Applicable Laws
You are not accessing the Platform from a prohibited jurisdiction
You will not use the Platform for money laundering, terrorism financing, or other illegal activities
You are the rightful owner of payment methods used
You will not engage in fraudulent chargebacks or payment disputes
You have not been previously banned or suspended from the Platform
You will not access the Platform through automated means, bots, or scripts
You will not reverse engineer, decompile, or attempt to extract source code
You will not interfere with the Platform's operation or security
You will not use the Platform to harm, defraud, or disadvantage Pairgate or other users

4.2 Consequences of Breach:
Breach of any representation or warranty entitles us to immediately terminate your Account, refuse Services, report to authorities, and pursue all legal remedies including damages and injunctive relief.

4.3 Ongoing Obligation:
These representations and warranties are ongoing and continuous. You must immediately notify us if any become untrue.

5. PROHIBITED ACTIVITIES AND CONDUCT

5.1 Absolutely Prohibited Activities:
You shall not, and shall not permit others to:

A. Fraudulent or Deceptive Conduct:

Provide false, inaccurate, or misleading information
Impersonate any person or entity
Forge headers or manipulate identifiers
Use stolen, fraudulent, or unauthorized payment methods
Engage in any form of fraud, deception, or misrepresentation
Initiate fraudulent chargebacks or payment disputes
Create fake accounts or use proxy services to disguise location

B. Unauthorized Access and Security Violations:

Access accounts, systems, or data without authorization
Circumvent security measures or authentication protocols
Use any device, software, or routine to interfere with Platform functionality
Introduce viruses, malware, trojans, or malicious code
Overload, flood, spam, or crash the Platform
Probe, scan, or test Platform vulnerabilities
Bypass rate limiting or access controls

C. Data and Content Violations:

Scrape, harvest, or collect user data without authorization
Use data mining, robots, or automated data extraction tools
Copy, reproduce, or distribute Content without permission
Create derivative works based on Platform Content
Remove copyright, trademark, or proprietary notices
Reverse engineer or decompile any Platform component

D. Abuse of Services:

Resell, redistribute, or commercialize Services without authorization
Use Services for unauthorized commercial purposes
Exploit errors, bugs, or glitches for advantage
Manipulate systems to obtain unfair benefits
Engage in arbitrage or market manipulation
Use Services to compete with Pairgate

E. Harmful and Illegal Activities:

Violate any Applicable Laws or regulations
Engage in money laundering or terrorism financing
Facilitate illegal gambling or unauthorized gaming
Post or transmit illegal, harmful, or offensive content
Harass, threaten, or harm other users
Infringe intellectual property rights
Engage in defamatory or libelous conduct

F. Multiple Accounts and Circumvention:

Create multiple accounts to circumvent restrictions
Use VPNs or proxies to disguise location or identity
Evade bans or suspensions by creating new accounts
Transfer accounts to evade restrictions

5.2 Consequences:
Violation of prohibited activities may result in:

Immediate Account termination without notice
Forfeiture of all Account balances and pending transactions
Permanent ban from the Platform
Reporting to law enforcement and regulatory authorities
Legal action for damages, injunctive relief, and costs
Criminal prosecution where applicable

5.3 Cooperation with Investigations:
You agree to cooperate fully with any investigation by Pairgate, law enforcement, or regulatory authorities.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership:
The Platform and all Content, including source code, databases, functionality, software, designs, audio, video, text, photographs, graphics, logos, trademarks, and service marks (collectively "Company IP") are exclusively owned by Pairgate or our licensors. Company IP is protected by Nigerian and international intellectual property laws.

6.2 Restrictions:
You shall not, without express written permission:

Copy, reproduce, modify, or create derivative works
Distribute, transmit, display, perform, or publish Company IP
Reverse engineer, decompile, or disassemble any component
Remove or alter proprietary notices
Use Company IP for commercial purposes
Use our trademarks, logos, or branding
Frame or mirror any Platform content

6.3 Limited License:
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for personal, non-commercial purposes in accordance with these Terms. This license terminates automatically upon violation.

6.4 Intellectual Property Infringement:
You agree not to infringe our Intellectual Property Rights. Any infringement entitles us to immediate legal action, injunctive relief, and recovery of all damages and costs.

6.5 Trade Secrets:
You acknowledge that the Platform contains trade secrets and confidential information. You agree not to disclose, use, or exploit such information.

7. SERVICES AND MARKETPLACE OFFERINGS

7.1 Service Descriptions:
We offer various digital services including:

Airtime and data bundle purchases
Utility bill payment services
Gaming and entertainment services
Financial services and wallet functionality
Other digital products and services

7.2 No Warranty of Availability:
We make no guarantee that:

Services will be available at all times
Services will be uninterrupted or error-free
Services will meet your expectations
Third-party services will function properly

7.3 Right to Modify or Discontinue:
We reserve the absolute right to:

Modify, suspend, or discontinue any Service without notice
Change pricing without advance notice
Alter Service features or functionality
Limit quantities or impose usage restrictions
Refuse service to any user or region
Introduce new Services or remove existing ones

7.4 Service Limitations:
We may impose limits on:

Transaction amounts and frequencies
Account balances
Service usage
Geographic availability
User eligibility

7.5 Third-Party Service Providers:
Some Services rely on third-party providers. We are not responsible for third-party failures, delays, or errors. Your sole remedy for third-party failures is as provided by the third party.

7.6 No Agency:
We act as a marketplace facilitator only. We are not a party to transactions between you and third-party providers. We make no representations about third-party products or services.

8. PAYMENT TERMS AND CONDITIONS

8.1 Payment Methods:
We accept payment via:

Debit/credit cards (Visa, Mastercard)
Bank transfers
USSD payments
Wallet balances
Other methods as displayed on the Platform

8.2 Currency:
All transactions are conducted in Nigerian Naira (NGN) unless explicitly stated otherwise. Exchange rate risks are borne solely by you.

8.3 Payment Authorization:
By providing payment information, you:

Authorize us to charge your payment method for all purchases
Represent that you are authorized to use the payment method
Warrant that the payment method is legitimate and not stolen
Agree to pay all applicable fees, charges, and taxes

8.4 Pricing:

All prices are subject to change without notice
Prices displayed are estimates and may vary
We may correct pricing errors at any time, even after purchase
Additional fees, charges, or taxes may apply
You agree to pay the final charged amount

8.5 Payment Processing:

Payments are processed by third-party payment processors
We are not responsible for payment processor errors or delays
Failed payments may result in Service denial or Account suspension
You are responsible for all bank charges, processing fees, and transaction costs

8.6 Order Acceptance:

All orders are subject to acceptance by Pairgate
We reserve the right to refuse, cancel, or limit any order
Order confirmation does not guarantee fulfillment
We may cancel orders for suspected fraud, error, or policy violations

8.7 Account Balances and Wallet:

Wallet balances are not deposits and earn no interest
Balances are not protected by deposit insurance
We may freeze, withhold, or forfeit balances for suspected violations
Wallet functionality may be suspended or terminated at our discretion
Inactive balances may be subject to administrative fees

8.8 Payment Disputes:

You must notify us of payment disputes within 48 hours
Fraudulent chargebacks will result in Account termination and legal action
You waive the right to dispute valid transactions
We may charge fees for investigating payment disputes

9. REFUND AND CANCELLATION POLICY

9.1 No Refunds:
ALL SALES ARE FINAL. Due to the nature of digital services, we do not offer refunds, returns, exchanges, or cancellations except as expressly required by applicable law or at our sole discretion.

9.2 Non-Delivery:
If you do not receive a Service due to technical error on our part, we may, at our sole discretion:

Re-deliver the Service
Provide account credit
Offer an alternative resolution
Provide no remedy if the failure was beyond our control

9.3 Service Failures:
We are not liable for:

Third-party provider failures
Network or connectivity issues
Incorrect recipient information provided by you
Services purchased with fraudulent payment methods
User error or misuse

9.4 Forfeiture:
Account balances, pending transactions, and purchased services may be forfeited upon:

Account termination for violations
Fraudulent activity
Suspected money laundering
Regulatory requirements
Court orders or legal requirements

9.5 Discretionary Refunds:
If we provide a refund in our sole discretion:

Refunds are issued to the original payment method
Processing may take up to 30 Business Days
Refund does not waive any other rights or remedies
Transaction fees are non-refundable

10. TAXES AND FEES

10.1 Your Tax Obligations:
You are solely responsible for:

Determining applicable taxes on transactions
Collecting, reporting, and remitting all taxes
Complying with all tax laws and regulations
VAT, withholding tax, and other applicable taxes

10.2 Our Tax Collection:
We may collect and remit taxes as required by law. Collected taxes are not refundable.

10.3 Service Fees:
We may charge:

Transaction fees
Service fees
Platform usage fees
Account maintenance fees
Inactivity fees
Withdrawal or transfer fees

All fees are disclosed prior to transaction completion and are non-refundable.

11. USER CONTENT AND CONTRIBUTIONS

11.1 User Content:
"User Content" means any content you submit, post, or transmit on the Platform, including text, images, comments, reviews, feedback, and other materials.

11.2 License Grant:
By submitting User Content, you grant Pairgate an irrevocable, perpetual, worldwide, royalty-free, fully-paid, transferable, sublicensable license to:

Use, reproduce, modify, adapt, and publish User Content
Create derivative works from User Content
Distribute, display, and perform User Content
Incorporate User Content into other works
Use for any purpose, including commercial purposes

11.3 Ownership and Rights:
You retain ownership of User Content but grant us the above license. You represent and warrant that:

You own or have rights to submit User Content
User Content does not infringe third-party rights
You have obtained all necessary consents and releases
User Content is accurate and not misleading

11.4 Prohibited Content:
User Content must not:

Be illegal, fraudulent, or deceptive
Infringe intellectual property or privacy rights
Contain malware or malicious code
Be obscene, defamatory, or offensive
Promote illegal activities or violence
Harass or threaten others
Violate these Terms or Applicable Laws

11.5 Content Moderation:
We reserve the right to:

Monitor, review, or screen User Content
Edit, modify, or remove User Content at any time without notice
Refuse to publish or distribute User Content
Disable accounts that post prohibited content

11.6 No Obligation:
We have no obligation to monitor User Content, but we may do so at our discretion.

11.7 Waiver of Moral Rights:
You waive all moral rights in User Content to the maximum extent permitted by law.

12. REVIEWS AND RATINGS

12.1 Review Standards:
Reviews and ratings must:

Be based on actual firsthand experience
Be truthful, accurate, and not misleading
Not contain offensive, abusive, or discriminatory language
Not reference illegal activities
Not be posted by competitors or affiliates
Comply with all content standards in Section 11.4

12.2 Review Rights:
We may:

Accept, reject, remove, or edit reviews without explanation
Remove reviews we deem inappropriate or inaccurate
Suspend accounts that violate review guidelines
Use reviews for any purpose, including marketing

12.3 No Liability:
Reviews do not represent our opinions or views. We are not responsible for review content or consequences arising from reviews.

13. THIRD-PARTY SERVICES AND LINKS

13.1 Third-Party Content:
The Platform may contain links to third-party websites, services, or content. We do not control, endorse, or assume responsibility for third-party content.

13.2 Third-Party Transactions:
Transactions with third parties are solely between you and the third party. We are not liable for third-party products, services, actions, or failures.

13.3 Third-Party Terms:
Your use of third-party services is governed by their terms and policies. You are responsible for reviewing and complying with third-party terms.

13.4 Social Media Integration:
If you link your Account with social media:

You authorize us to access information from your social media accounts
We may access and store content from linked accounts
You can disable the connection at any time
We are not responsible for social media platform actions

14. PRIVACY AND DATA PROTECTION

14.1 Privacy Policy:
Our collection, use, and disclosure of personal information is governed by our Privacy Policy at https://pairgate.com/page/privacy-policy, which is incorporated into these Terms.

14.2 Consent to Data Processing:
By using the Platform, you consent to:

Collection and processing of your personal information
Transfer and storage of data in Nigeria and other jurisdictions
Sharing data with service providers and partners
Use of data for platform operations and improvements

14.3 Data Location:
The Platform is hosted in Nigeria. By using the Platform from other locations, you consent to data transfer to Nigeria.

14.4 Data Security:
While we implement reasonable security measures, we cannot guarantee absolute security. You acknowledge the inherent risks of internet transmission.

14.5 Data Retention:
We retain data as long as necessary for business, legal, and regulatory purposes. We may retain data indefinitely for compliance and legal protection.

14.6 No Liability for Breaches:
We are not liable for unauthorized access or data breaches resulting from factors beyond our reasonable control.

15. MONITORING AND ENFORCEMENT

15.1 Right to Monitor:
We reserve the right, but have no obligation, to:

Monitor all Platform activity
Record and store communications and transactions
Access and review Account information
Track IP addresses and device information
Use monitoring data for any lawful purpose

15.2 Investigations:
We may investigate suspected violations and:

Cooperate with law enforcement
Disclose information to authorities
Take legal action against violators
Report criminal activity

15.3 Enforcement Actions:
Without limiting other remedies, we may:

Issue warnings
Suspend or terminate Accounts
Remove content
Restrict access to features or Services
Forfeit Account balances
Pursue legal remedies

15.4 No Obligation to Act:
Our right to enforce does not create an obligation to enforce. Failure to enforce does not waive our rights.

16. SUSPENSION AND TERMINATION

16.1 Termination by Us:
We may suspend or terminate your Account and access immediately, without notice, for:

Any violation of these Terms
Suspected fraudulent, abusive, or illegal activity
Providing false information
Unpaid amounts owed to us
Risks to Platform security or integrity
Regulatory requirements or court orders
Any reason or no reason at our sole discretion

16.2 Effect of Termination:
Upon termination:

All rights and licenses terminate immediately
You must cease all use of the Platform
We may delete your Account and all associated data
Outstanding obligations survive termination
Account balances may be forfeited
Pending transactions may be cancelled

16.3 Termination by You:
You may terminate your Account by:

Following the account closure process on the Platform
Providing 30 days written notice
Complying with all outstanding obligations

Account closure does not relieve you of obligations incurred prior to closure.

16.4 Prohibition on Re-registration:
If terminated for violations, you may not:

Create new Accounts
Access the Platform through other Accounts
Use the Platform in any capacity

16.5 Survival:
Sections relating to intellectual property, indemnification, limitation of liability, dispute resolution, and other provisions intended to survive shall survive termination.

17. DISCLAIMERS AND WARRANTIES

17.1 AS-IS BASIS:
THE PLATFORM AND SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAIRGATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

Warranties of merchantability
Fitness for a particular purpose
Non-infringement
Title
Quiet enjoyment
Accuracy or completeness of content
Security or uninterrupted access

17.2 No Guarantees:
WE DO NOT WARRANT OR GUARANTEE THAT:

The Platform will be available, uninterrupted, secure, or error-free
Services will meet your requirements or expectations
Results obtained will be accurate or reliable
Defects or errors will be corrected
The Platform is free from viruses or harmful components
Third-party services will function properly
Your use will be profitable or successful

17.3 Third-Party Disclaimers:
We disclaim all liability for:

Third-party products, services, or content
Third-party provider actions or failures
Accuracy of third-party information
Third-party website or service availability

17.4 Service Availability:
We may suspend or restrict access for:

Maintenance or updates
Technical issues
Security concerns
Regulatory compliance
Any other reason without liability

17.5 Content Accuracy:
We do not warrant the accuracy, completeness, or reliability of any Content. You rely on Content at your own risk.

17.6 Investment Disclaimer:
Nothing on the Platform constitutes financial, investment, legal, or professional advice. You should consult professionals before making financial decisions.

18. LIMITATION OF LIABILITY

18.1 Maximum Liability:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAIRGATE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE LESSER OF:

The amounts you paid to Pairgate in the 12 months preceding the claim; OR
NGN 10,000 (Ten Thousand Naira)

18.2 Exclusion of Damages:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAIRGATE SHALL NOT BE LIABLE FOR:

Indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, business, or anticipated savings
Loss of data, information, or content
Loss of business opportunity or goodwill
Personal injury or property damage
Reputational harm
Cost of substitute services
Any other losses or damages of any kind

18.3 Limitations Apply Regardless:
These limitations apply:

Regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise)
Even if Pairgate has been advised of the possibility of such damages
Even if remedies fail of their essential purpose
To the fullest extent permitted by applicable law

18.4 Allocation of Risk:
You acknowledge that the fees charged by Pairgate reflect this allocation of risk and limitations of liability.

18.5 Force Majeure:
We are not liable for failure or delay caused by circumstances beyond our reasonable control, including:

Acts of God, natural disasters, pandemics
War, terrorism, civil unrest
Government actions or regulations
Labor disputes or strikes
Internet or telecommunications failures
Third-party service provider failures
Cyber attacks or security incidents

18.6 No Liability for User Actions:
We are not liable for:

User errors or misuse of Services
User failure to secure Account credentials
Unauthorized access resulting from user negligence
User violations of these Terms
User Content or interactions with other users

18.7 Jurisdictional Limitations:
Some jurisdictions do not allow exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

19. INDEMNIFICATION

19.1 Your Indemnification Obligation:
You agree to indemnify, defend, and hold harmless Pairgate, its parent, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, service providers, and contractors (collectively, "Indemnified Parties") from and against any and all:

Claims, demands, actions, or proceedings
Liabilities, losses, damages, or expenses (including reasonable attorneys' fees and costs)
Arising from or relating to:

Your use or misuse of the Platform or Services
Your breach of these Terms
Your violation of any law or regulation
Your violation of third-party rights, including intellectual property, privacy, or publicity rights
Your User Content or Contributions
Your negligence or willful misconduct
Your fraudulent or illegal activities
Claims by other users related to your conduct
Your representations or warranties being false or misleading
Any act or omission by you or anyone using your Account

19.2 Defense and Settlement:
We reserve the right, at your expense, to:

Assume exclusive defense and control of any matter subject to indemnification
Require you to cooperate in the defense
Approve any settlement that affects our rights or interests

You may not settle any claim without our prior written consent.

19.3 Notification:
We will provide reasonable notice of claims subject to indemnification, but failure to notify does not relieve your obligations except to the extent you are materially prejudiced.

19.4 Continuing Obligation:
Your indemnification obligations survive termination of these Terms and your use of the Platform.

20. GOVERNING LAW AND JURISDICTION

20.1 Governing Law:
These Terms and any disputes arising from them are governed exclusively by the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

20.2 Exclusive Jurisdiction:
You irrevocably and unconditionally:

Submit to the exclusive jurisdiction of the courts of Nigeria
Agree that Nigerian courts have exclusive jurisdiction over all disputes
Waive any objection to venue or jurisdiction in Nigerian courts
Waive any right to claim that Nigerian courts are an inconvenient forum

20.3 Waiver of Jury Trial:
To the extent permitted by law, you waive any right to jury trial in any dispute arising from these Terms.

20.4 Enforcement of Judgment:
You consent to enforcement of any judgment obtained in Nigerian courts in any jurisdiction where you have assets.

21. DISPUTE RESOLUTION

21.1 Informal Resolution:
Before initiating formal proceedings, you must:

Contact us in writing describing the dispute
Attempt good faith negotiations for at least 30 days
Provide all information reasonably requested

21.2 Arbitration Agreement:
If informal resolution fails, disputes shall be resolved by binding arbitration under the Arbitration and Mediation Act of Nigeria, with the following terms:

Seat of arbitration: Port Harcourt, Nigeria
Language: English
Number of arbitrators: One (1) unless we agree otherwise
Arbitrator selection: Mutually agreed or appointed pursuant to the Act
Arbitration rules: Arbitration and Mediation Act provisions
Costs: Each party bears its own costs unless the arbitrator orders otherwise

21.3 Arbitration Procedures:

Arbitration shall be confidential
Discovery is limited as determined by the arbitrator
The arbitrator's decision is final and binding
Judgment on the award may be entered in any competent court
The arbitrator has no authority to award punitive or exemplary damages

21.4 Class Action Waiver:
YOU AGREE THAT:

Disputes will be resolved on an individual basis only
You waive any right to participate in class actions or class-wide arbitration
You waive any right to bring representative actions
The arbitrator has no authority to consolidate claims or conduct class proceedings

21.5 Exceptions to Arbitration:
The following are exempt from arbitration and may be brought in court:

Claims for injunctive or equitable relief
Disputes involving intellectual property rights
Claims related to theft, piracy, or unauthorized access
Small claims court matters within jurisdictional limits
Claims for emergency or provisional relief

21.6 Governing Arbitration Law:
The Arbitration and Mediation Act of Nigeria governs this arbitration agreement's interpretation and enforcement.

21.7 Severability:
If any portion of this arbitration provision is found unenforceable, the remainder remains in effect, except that if the class action waiver is found unenforceable, the entire arbitration provision is void.

22. REGULATORY COMPLIANCE AND GOVERNMENT ACTIONS

22.1 Regulatory Cooperation:
We may:

Comply with all regulatory requirements and government orders
Disclose information to regulatory authorities without your consent
Suspend or terminate Services to comply with regulations
Modify Services or Terms to meet regulatory requirements

22.2 Government Orders:
We will comply with:

Court orders and subpoenas
Law enforcement requests
Regulatory agency demands
Tax authority requirements
Any lawful government directive

22.3 Know Your Customer (KYC) and Anti-Money Laundering (AML):
You agree to:

Provide identification and documentation upon request
Cooperate with KYC/AML procedures
Permit verification of your identity and source of funds
Accept that failure to comply may result in Account suspension

22.4 Sanctions Compliance:
You represent that you are not:

Subject to economic or trade sanctions
Located in a sanctioned country
On any government prohibited or restricted parties list

22.5 Financial Reporting:
We may report transactions to:

Tax authorities
Financial intelligence units
Regulatory agencies
As required by law

22.6 Regulatory Changes:
If regulations prohibit or restrict any Service:

We may immediately suspend or terminate the Service
We may modify Terms to comply
You have no claim for losses resulting from compliance

23. INTELLECTUAL PROPERTY ENFORCEMENT

23.1 Copyright Infringement Reporting:
If you believe Content infringes your copyright, notify us with:

Identification of the copyrighted work
Identification of the infringing material
Your contact information
A statement of good faith belief
A statement of accuracy under penalty of perjury
Your physical or electronic signature

23.2 Counter-Notification:
If your Content is removed for alleged infringement, you may submit a counter-notification containing:

Identification of removed material
A statement under penalty of perjury that removal was a mistake
Your contact information and consent to jurisdiction
Your physical or electronic signature

23.3 Repeat Infringer Policy:
We will terminate Accounts of repeat infringers without notice or liability.

23.4 Trademark Protection:
Unauthorized use of our trademarks may result in immediate legal action and Account termination.

23.5 False Claims:
You may be liable for damages, costs, and attorneys' fees if you knowingly make false infringement claims.

24. ELECTRONIC COMMUNICATIONS AND SIGNATURES

24.1 Consent to Electronic Communications:
You consent to receive communications from us electronically, including:

Emails to your registered email address
Notices posted on the Platform
SMS or push notifications
In-app messages

24.2 Electronic Agreement:
You agree that:

Electronic communications satisfy legal requirements for written communications
Electronic signatures have the same legal effect as handwritten signatures
You have the ability to access and retain electronic records
These Terms constitute a binding electronic contract

24.3 Waiver of Non-Electronic Requirements:
You waive any rights or requirements under any law requiring:

Original signatures
Non-electronic delivery or retention of records
Non-electronic payments or credit granting

24.4 Contact Preferences:
You may update contact preferences in your Account settings, but you cannot opt out of essential service communications.

25. MOBILE APPLICATION LICENSE

25.1 License Grant:
Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

Download and install the mobile application on devices you own or control
Use the mobile application solely for accessing Services
Use the application in accordance with these Terms

25.2 Mobile Application Restrictions:
You shall not:

Decompile, reverse engineer, or disassemble the application
Modify, adapt, translate, or create derivative works
Remove or alter proprietary notices
Rent, lease, lend, sell, or sublicense the application
Use the application for unauthorized commercial purposes
Make the application available on networks for simultaneous use
Use the application to develop competing products
Copy the application except for backup purposes
Circumvent application security or licensing features
Extract source code or attempt to discover algorithms

25.3 App Store Terms:
If you download the application from Apple App Store or Google Play:

Your use is subject to the App Distributor's terms of service
The license is limited to devices using applicable operating systems
We are solely responsible for maintenance and support
App Distributors have no warranty obligations
You represent you are not in a sanctioned country or on prohibited lists
App Distributors are third-party beneficiaries of these Terms
In case of warranty failure, you may notify the App Distributor for refund

25.4 Updates and Modifications:
We may:

Release updates, upgrades, or new versions
Require updates to continue using the application
Modify or remove features without notice
Discontinue the application at any time

25.5 Mobile Data Charges:
You are responsible for all data charges, fees, and costs incurred when using the mobile application.

26. REPRESENTATIONS ABOUT THIRD-PARTY PROVIDERS

26.1 No Control:
We do not control third-party service providers (telecom operators, utility companies, payment processors) and are not responsible for:

Service delivery failures
Price changes by providers
Service quality or availability
Provider terms or policies
Provider actions or omissions

26.2 No Warranty:
We make no representations or warranties about:

Third-party service quality
Third-party product availability
Accuracy of third-party information
Third-party pricing or charges

26.3 Direct Relationship:
When you purchase third-party services through the Platform:

You enter into a direct relationship with the provider
We act only as an intermediary
Provider terms govern the relationship
Your sole remedy is against the provider

26.4 Provider Changes:
Third-party providers may:

Change prices or terms without notice
Discontinue services or products
Modify service offerings
Impose usage restrictions

We are not liable for provider changes or decisions.

27. RISK ACKNOWLEDGMENT

27.1 Platform Risks:
You acknowledge and accept the risks of using the Platform, including:

Internet transmission risks (interception, loss, corruption)
System failures or downtime
Unauthorized access despite security measures
Data breaches or cyber attacks
Service interruptions or delays
Payment processing errors
Third-party provider failures

27.2 Financial Risks:
You acknowledge:

Transactions are non-reversible in most cases
Electronic payments carry inherent risks
You may lose access to funds during investigations
Account balances are not insured or guaranteed
Value of services may fluctuate

27.3 Assumption of Risk:
You voluntarily assume all risks associated with Platform use. We are not liable for losses resulting from risks you have acknowledged.

27.4 Your Responsibility:
You are solely responsible for:

Securing your Account and credentials
Verifying transaction details before completion
Maintaining backup records
Protecting your devices from malware
Understanding Service terms before purchase

28. SEVERABILITY AND WAIVER

28.1 Severability:
If any provision of these Terms is found to be invalid, illegal, or unenforceable:

The provision will be modified to the minimum extent necessary to make it valid and enforceable
If modification is not possible, the provision will be severed
The remaining provisions remain in full force and effect
The invalidity of one provision does not affect other provisions

28.2 No Waiver:
Our failure or delay in exercising any right, power, or privilege does not constitute a waiver. Any waiver must be in writing and signed by an authorized Pairgate representative. A waiver of one breach does not waive subsequent breaches.

28.3 Cumulative Rights:
Rights and remedies under these Terms are cumulative and not exclusive of rights or remedies provided by law.

29. ASSIGNMENT AND TRANSFER

29.1 Assignment by Us:
We may assign, transfer, or delegate these Terms and our rights and obligations to:

Affiliated companies
Acquirers in merger or acquisition
Any third party without your consent or notice

29.2 No Assignment by You:
You may not assign, transfer, or delegate these Terms or your rights and obligations without our prior written consent. Any attempted assignment without consent is void.

29.3 Binding on Successors:
These Terms bind and benefit the parties and their respective successors and permitted assigns.

30. ENTIRE AGREEMENT

30.1 Complete Agreement:
These Terms, together with:

Our Privacy Policy
Any additional terms or policies referenced herein
Any agreements entered through the Platform

constitute the entire agreement between you and Pairgate regarding the Platform and Services, and supersede all prior or contemporaneous agreements, communications, or understandings, whether written or oral.

30.2 No Reliance:
You acknowledge that you have not relied on any statement, representation, warranty, or understanding except as expressly set forth in these Terms.

30.3 Amendments:
These Terms may be amended only:

By us through posting updated Terms on the Platform; OR
By written agreement signed by authorized representatives of both parties

31. RELATIONSHIP OF PARTIES

31.1 Independent Contractors:
You and Pairgate are independent contractors. These Terms do not create:

Partnership, joint venture, or franchise relationship
Employment or agency relationship
Principal-agent relationship
Fiduciary relationship

31.2 No Authority:
You have no authority to:

Bind or represent Pairgate
Make commitments on behalf of Pairgate
Incur obligations on behalf of Pairgate
Hold yourself out as our employee or agent

32. FORCE MAJEURE

32.1 Force Majeure Events:
We are not liable for failure or delay in performance caused by events beyond our reasonable control, including:

Acts of God (earthquakes, floods, storms, pandemics)
War, terrorism, civil unrest, riots
Government actions, embargoes, sanctions
Strikes, labor disputes, lockouts
Internet or telecommunications failures
Power outages or utility failures
Cyber attacks, hacking, or DDoS attacks
Third-party service provider failures
Changes in laws or regulations
Any other circumstances beyond our control

32.2 Suspension of Performance:
During force majeure events, we may:

Suspend performance of obligations without liability
Modify or restrict Services
Extend performance deadlines
Terminate these Terms if the event continues beyond 90 days

32.3 Notice:
We will use reasonable efforts to notify you of force majeure events, but failure to notify does not affect our rights.

33. NOTICES

33.1 Notice to You:
We may provide notices to you by:

Email to your registered email address
Posting on the Platform
SMS or push notification to your registered phone number
Mail to your registered address

Notices are deemed received:

Immediately upon posting to the Platform
24 hours after email transmission
Immediately upon SMS delivery
5 Business Days after mailing

33.2 Notice to Us:
You must provide notices to us at:

Pairgate Venture
Email: contact@pairgate.com
Phone: +234 816 745 0660

Notices to us are deemed received only upon our actual receipt and acknowledgment.

33.3 Electronic Notice Consent:
You consent to receiving notices electronically and agree that electronic notices satisfy any legal requirement for written notice.

34. LANGUAGE

34.1 English Language:
These Terms are drafted in English. Any translation is provided for convenience only. In case of conflict between English and translated versions, the English version prevails.

34.2 Interpretation:
These Terms shall be interpreted in accordance with Nigerian law and English language legal principles.

35. SURVIVAL

35.1 Surviving Provisions:
The following provisions survive termination or expiration of these Terms:

Intellectual Property Rights (Section 6)
Payment Terms (Section 8)
User Content licenses (Section 11)
Disclaimers (Section 17)
Limitation of Liability (Section 18)
Indemnification (Section 19)
Governing Law (Section 20)
Dispute Resolution (Section 21)
Any provision that by its nature should survive

35.2 Accrued Rights:
Termination does not affect rights and obligations that accrued prior to termination.

36. NO THIRD-PARTY BENEFICIARIES

36.1 No Third-Party Rights:
These Terms are for the sole benefit of you and Pairgate. No third party has any right to enforce any provision of these Terms, except:

Indemnified Parties under Section 19
App Distributors under Section 25.3
Our successors and assigns

36.2 Affiliate Protection:
Our affiliates, subsidiaries, licensors, service providers, officers, directors, employees, and agents are intended third-party beneficiaries of limitation of liability and indemnification provisions.

37. COOPERATION WITH LAW ENFORCEMENT

37.1 Legal Compliance:
We cooperate fully with:

Law enforcement agencies
Regulatory authorities
Court orders and subpoenas
Government investigations

37.2 Disclosure of Information:
We may disclose your information without your consent:

To comply with legal obligations
To respond to lawful requests
To investigate suspected violations
To protect our rights and property
To protect user safety
To prevent fraud or illegal activity

37.3 No Liability:
We are not liable for disclosure of information pursuant to legal requirements or in good faith belief that disclosure is necessary.

38. RECORDING AND MONITORING

38.1 Call Recording:
Calls with customer support may be recorded for:

Quality assurance
Training purposes
Dispute resolution
Compliance and legal purposes

By calling us, you consent to recording.

38.2 Transaction Monitoring:
We monitor transactions for:

Fraud prevention
Security purposes
Regulatory compliance
Risk management
Service improvement

38.3 Use of Monitoring Data:
We may use monitoring data for any lawful purpose, including:

Enforcement of these Terms
Evidence in legal proceedings
Regulatory reporting
Business analytics

39. ANTI-FRAUD MEASURES

39.1 Fraud Prevention:
We employ anti-fraud measures including:

Transaction monitoring and analysis
Identity verification
Device fingerprinting
Behavioral analysis
Machine learning fraud detection

39.2 Suspected Fraud:
If we suspect fraud, we may:

Suspend or terminate your Account immediately
Freeze Account balances
Cancel pending transactions
Report to law enforcement
Require additional verification
Refuse future services

39.3 Fraud Investigation:
During fraud investigations:

We may withhold funds for up to 180 days or longer if legally required
You must cooperate fully and provide requested documentation
We may share information with law enforcement and financial institutions
We are not liable for losses during investigation

39.4 False Positives:
We are not liable for false positive fraud detection that results in Account restrictions or transaction delays.

40. ACCOUNT INACTIVITY

40.1 Inactive Accounts:
Accounts with no activity for 12 consecutive months are considered inactive.

40.2 Inactivity Fees:
We may charge monthly inactivity fees on inactive Accounts. Fees will be deducted from Account balances.

40.3 Account Closure:
We may close inactive Accounts after 24 months and forfeit remaining balances, subject to applicable laws.

40.4 Reactivation:
To reactivate an inactive Account, you must:

Contact customer support
Verify your identity
Pay any outstanding fees
Agree to current Terms

41. PROMOTIONAL OFFERS AND BONUSES

41.1 Discretionary Offers:
We may offer promotions, bonuses, or incentives at our sole discretion. Offers:

Are subject to specific terms and conditions
May be modified or cancelled at any time
Are non-transferable
Have no cash value
May have eligibility restrictions
May have expiration dates

41.2 Bonus Terms:
Bonuses and promotional credits:

Cannot be withdrawn or transferred
May have usage restrictions
May expire after specified periods
May be forfeited upon Account termination
Are provided without warranty

41.3 Offer Abuse:
Abuse of promotional offers, including:

Creating multiple accounts to claim offers
Using fraudulent information
Manipulating systems
Violating offer terms

results in immediate forfeiture of offers, Account termination, and potential legal action.

42. CUSTOMER SUPPORT

42.1 Support Services:
We provide customer support through:

42.2 Response Time:
We aim to respond to support requests within reasonable timeframes but do not guarantee response times.

42.3 No Obligation:
We have no obligation to provide support beyond what is required by law. Support services may be modified or discontinued at any time.

42.4 Support Limitations:
Customer support cannot:

Override these Terms
Make binding commitments on our behalf
Guarantee specific outcomes
Provide legal or financial advice

43. FEEDBACK AND SUGGESTIONS

43.1 Voluntary Feedback:
If you provide feedback, suggestions, or ideas ("Feedback") about the Platform:

Feedback is voluntary and non-confidential
We have no obligation to use or respond to Feedback
You grant us unlimited rights to use Feedback without compensation
You waive any rights to Feedback used by us

43.2 No Obligation:
Submission of Feedback does not create any obligation for us to:

Implement the Feedback
Compensate you
Acknowledge receipt
Keep Feedback confidential

44. BETA FEATURES AND TESTING

44.1 Beta Services:
We may offer beta, pilot, or trial features ("Beta Services") that are:

Provided "as is" without warranties
Subject to bugs, errors, or failures
May be modified or discontinued without notice
Not suitable for production or critical use

44.2 Beta Risks:
By using Beta Services, you acknowledge:

Increased risk of errors and data loss
Features may not function as intended
Services may be discontinued
No liability for Beta Service failures

44.3 Feedback on Beta:
You agree to provide feedback on Beta Services if requested and grant us rights to use such feedback.

45. PROHIBITED JURISDICTIONS

45.1 Geographic Restrictions:
The Platform may not be available in all jurisdictions. We may restrict access based on:

Geographic location
Regulatory requirements
Business decisions

45.2 Compliance Obligation:
You are responsible for determining whether your use complies with local laws. You may not use the Platform if prohibited by local law.

45.3 VPN Prohibition:
You may not use VPNs, proxies, or other methods to circumvent geographic restrictions.

46. BUSINESS CONTINUITY

46.1 Service Continuity:
While we strive for continuous service, we do not guarantee:

Uninterrupted availability
Business continuity during emergencies
Disaster recovery within specific timeframes
Data backup or restoration

46.2 Your Responsibility:
You are responsible for:

Maintaining backup records of transactions
Having alternative service arrangements
Planning for service interruptions

47. AMENDMENTS TO SERVICES

47.1 Right to Modify:
We may at any time:

Add, modify, or remove features
Change Service functionality
Update user interfaces
Modify pricing or fee structures
Change Service availability

47.2 No Liability:
We are not liable for any modifications to Services, even if they negatively affect your use or preferences.

48. INTERPRETATION AND CONSTRUCTION

48.1 Interpretation Principles:
These Terms shall be interpreted:

In accordance with their plain meaning
Without construction against the drafter
To give effect to the intent of the parties
In accordance with Nigerian law

48.2 Headings:
Section headings are for convenience only and do not affect interpretation.

48.3 Examples:
Examples provided are illustrative and not exhaustive.

49. CONTACT INFORMATION AND LEGAL NOTICES

49.1 Company Information:

Pairgate Venture
Email: Support@pairgate.com
Website: https://pairgate.com

49.2 Legal Department:
For legal notices, compliance inquiries, or service of process: Email: contact@pairgate.com (marked "Legal Department")

49.3 Copyright Agent:
For copyright infringement notices: Email: contact@pairgate.com (marked "Copyright Notice")

50. ACKNOWLEDGMENT AND ACCEPTANCE

50.1 Acknowledgment:
BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT:

You have read and understood these Terms in their entirety
You have had the opportunity to seek independent legal advice
You agree to be legally bound by these Terms
You understand the risks associated with Platform use
You accept all limitations, disclaimers, and waivers
You consent to all data processing and disclosures described
You waive any rights inconsistent with these Terms

50.2 Binding Agreement:
These Terms constitute a binding legal agreement enforceable against you.

50.3 Voluntary Acceptance:
Your acceptance of these Terms is voluntary. If you do not agree, do not use the Platform.

51. EFFECTIVE DATE

These Terms are effective as of the "Last Updated" date stated above and apply to all use of the Platform from that date forward.

52. QUESTIONS AND COMPLAINTS

For questions about these Terms or to file complaints:

Email: Support@pairgate.com

We aim to resolve complaints promptly and fairly, but we have no obligation to resolve complaints in your favor.

END OF TERMS AND CONDITIONS

By using the Pairgate Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

terms of service