NEPAY END USER LICENCE AGREEMENT

This End User Licence Agreement ("EULA") is a legally binding agreement between you ("you" or "User") and Circle Technology Limited ("Circle Technology", "NePay", "we", "us" or "our") governing your installation and use of the NePay mobile application ("Application").

Your use of financial, payment, digital asset, utility, gift card and other services accessible through the Application is separately governed by the NePay Terms of Service and Privacy Policy.

By installing, accessing or using the Application, you agree to this EULA.

1. Licence Grant

Subject to this EULA, Circle Technology grants you a limited, personal, revocable, nonexclusive, nontransferable and nonsublicensable licence to install and use the Application on a device that you own or control solely for your lawful personal use of the NePay Services.

The Application is licensed, not sold.

2. Ownership

Circle Technology and its licensors retain all rights, title and interests in and to the Application and associated intellectual property. This includes the software, source code, object code, architecture, interfaces, designs, graphics, text, databases, trademarks, trade names, logos, documentation and proprietary technology comprising or associated with NePay.

No ownership right is transferred to you under this EULA.

3. Licence Restrictions

Except where applicable law expressly provides otherwise, you must not: a. copy or reproduce the Application except as technically necessary for permitted use; b. modify, adapt or create derivative works from the Application; c. reverse engineer, decompile, disassemble or attempt to derive its source code; d. circumvent security, authentication or access controls; e. interfere with the operation or integrity of the Application; f. use automated systems to access the Application without authorisation; g. distribute, sell, rent, lease, sublicense or commercially exploit the Application; h. remove copyright, trademark or proprietary notices; i. introduce malicious software or code; or j. use the Application for any unlawful purpose.

4. Account and Service Terms

The licence granted under this EULA does not independently entitle you to use every NePay Service. Access to particular Services may depend upon account registration, identity verification, geographic availability, transaction limits, regulatory requirements and compliance with the NePay Terms of Service.

5. Updates

Circle Technology may release patches, security updates, upgrades or new versions of the Application. Certain updates may be required to maintain security, compatibility or access to the Services. We may cease supporting an obsolete version where reasonably necessary for security, operational or regulatory reasons.

6. Device Permissions

The Application may request device permissions required for particular functionality, including camera, photograph, notification or biometric authentication functionality. Permissions will be requested through the applicable device or operating system mechanisms.

Where biometric authentication is enabled through your device, biometric matching is ordinarily performed by the device's secure operating environment. NePay does not ordinarily receive the underlying fingerprint or facial biometric template maintained by your device.

You may manage device permissions through your device settings, although disabling a required permission may prevent the relevant feature from functioning.

7. Security

You must not attempt to defeat, disable or circumvent the Application's security mechanisms. We may restrict access from a device, account or Application version that we reasonably determine presents a material security risk.

8. Third Party Components and Services

The Application may contain or interact with software, infrastructure or services provided by third parties. Third party components may be subject to separate licence terms where applicable.

Circle Technology remains responsible for its own obligations under applicable law but does not acquire control over independent third party systems merely because the Application interoperates with them.

9. Intellectual Property Infringement

You must not use NePay's trademarks, branding, software, interfaces or other protected materials without written permission except as expressly permitted by law. Unauthorised reproduction, modification, distribution or commercial exploitation may result in suspension or termination and may expose the responsible person to legal liability.

10. Suspension and Termination

This EULA remains effective until terminated. Your rights under this EULA terminate if you materially breach its terms, subject to applicable law.

Circle Technology may also suspend or terminate access to the Application where reasonably necessary for security, legal, regulatory or service termination purposes.

Upon termination, you must cease unauthorised use of the Application. Termination does not extinguish rights or obligations that accrued before termination or provisions intended by their nature to survive.

11. Application Availability

The Application is provided using internet, telecommunications and third party infrastructure. We do not warrant uninterrupted availability. Maintenance, security events, device compatibility, telecommunications failures, third party outages and circumstances outside our reasonable control may affect availability.

12. Disclaimer

To the maximum extent permitted by law, the Application is provided subject to applicable statutory rights and without warranties beyond those expressly provided by Circle Technology. Nothing in this EULA excludes warranties, remedies or consumer rights that cannot lawfully be excluded.

13. Limitation of Liability

Liability arising from use of the Application is subject to the limitations contained in the NePay Terms of Service and mandatory applicable law. Nothing in this EULA excludes liability that cannot lawfully be excluded.

14. Privacy

Personal data processed through the Application is governed by the NePay Privacy Policy.

15. Changes to this EULA

We may amend this EULA where reasonably necessary to reflect changes in the Application, law, regulation, security requirements or business operations. Material changes will be communicated through an appropriate channel where required.

16. Governing Law

This EULA is governed by the laws of the Federal Republic of Nigeria. Subject to rights that cannot lawfully be restricted, disputes relating to this EULA shall be handled in accordance with the dispute provisions of the NePay Terms of Service.

17. Entire Agreement

This EULA governs the licence to the Application. The NePay Terms of Service govern access to and use of the Services, while the NePay Privacy Policy governs relevant personal data processing. If a conflict arises concerning the software licence specifically, this EULA applies to that issue. For the provision of the Services, the Terms of Service apply.

18. Contact

Circle Technology Limited Nigeria Website: nepay.com.ng Support: support@nepay.com.ng Legal and Compliance: compliance@nepay.com.ng