Card Holder User Agreement

Agreement between Cashaam and Party

This Agreement is made between CASHAAM, a company with a principal place of business (hereinafter referred to as “CASHAAM” which expression shall, where the context so admits or requires, include its successors-in-title and assigns) of the one part, and {username}, (hereinafter referred to as “PARTY” which expression shall, where the context so admits or requires, include its successors-in-title and assigns) of the other part.

WHEREAS:

CASHAAM is an e-commerce platform powered by individuals from across the globe that provides social media marketing and e-commerce service.

The parties desire to enter into this agreement wherein CASHAAM will provide virtual cards to PARTY to run social media ads.

This agreement details CASHAAM’s obligations to PARTY. It also highlights certain risks of using CASHAAM’s services and platform.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

Term of Agreement and Renewal

This Agreement shall come into force on card activation.

Obligations of CASHAAM to PARTY

• CASHAAM shall provide PARTY with virtual cards to run social media ads.
• CASHAAM shall provide expert advice to help PARTY run ads that convert across various social media platforms.
• CASHAAM is responsible for the security and protection of Card Holder Data (CHD) it collects and stores. Accordingly, CASHAAM undertakes to implement access control measures, security protocols, and standards including the use of encryption and firewall technologies to ensure that CHD is kept safe and secure on our servers, in compliance with the PCI DSS Requirement.
• CASHAAM undertakes to implement periodical security updates to ensure that its security infrastructures are in compliance with reasonable industry standards.

Obligations of PARTY to CASHAAM

• PARTY agrees not to allow anyone else to have or use their password details.
• PARTY undertakes to comply with all reasonable instructions CASHAAM may issue regarding account access and security. In the event PARTY shares their password details, CASHAAM will not be liable to PARTY for losses or damages.
• PARTY will also take all reasonable steps to protect the security of the personal electronic device through which PARTY accesses CASHAAM’s services (including, without limitation, using PIN and/or password-protected personally configured device functionality to access CASHAAM’s services and not sharing the device with other people).
• PARTY agrees to comply with all data privacy and security requirements of the Payment Card Industry Data Security Standard (PCI DSS Requirements”) and under any applicable law or regulation that may be in force, enacted, or adopted regarding confidentiality, PARTY’s access, use, storage, and disclosure of user information. Information on the PCI DSS can be found on the PCI Council’s website. It is PARTY’s responsibility to comply with these standards.
• PARTY grants CASHAAM a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display PARTY’s data for certain purposes, including providing and improving CASHAAM’s services, internal usage (data analytics and metrics), complying with applicable legal requirements, and any other purpose for which consent has been provided by PARTY.

Representations and Warranties

PARTY represents and warrants to CASHAAM that:

• PARTY has full power and authority to enter into, execute, deliver, and perform this Agreement.
• PARTY is duly organized, authorized, and in good standing under the laws of the Federal Republic of Nigeria or any state, region, or country of your organization and is duly authorized to do business in all other states, regions, or countries in which PARTY’s business operates.
• PARTY is above the age of 18.

Force Majeure

Neither Party shall be responsible for any failure to fulfill any term or condition of the Agreement if and to the extent that fulfillment has been delayed or temporarily prevented by a force majeure occurrence, as hereunder defined, and which is unforeseeable, beyond the control, without the fault or negligence of the Party affected (Affected Party) and prevents the Affected Party from fulfilling its obligations under this Agreement.

For the purposes of this Agreement, force majeure relates to the occurrence of events such as:

• Riot, war, acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power;
• Earthquake, flood, and/or other natural physical disaster, but excluding weather conditions regardless of severity;
• Strikes at a national level or industrial disputes at a national level, or strikes or industrial disputes by labor not employed by the Affected Party and which affect a substantial portion of the provision of the services under this Agreement;
• Acts or orders of governments or governmental bodies (including legislative bodies, local or port authorities), changes to any general or local Statute, Ordinance, Decree, or other Law or any regulation or bye-law of any local or other duly constituted authority or the introduction of any such Statute, Ordinance, Decree, Law, regulation, or bye-law;
• Regulatory authority’s intervention negates the intention and terms of this Agreement.

In the event of a force majeure occurrence, the Affected Party shall promptly notify the other Parties in writing, giving the full particulars thereof, and shall use all reasonable endeavors to remedy the situation immediately.

Following notification of a force majeure occurrence, the Parties shall meet without delay with a view to agreeing on a mutually acceptable course of action to minimize any effects of such occurrence.

Confidentiality

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know-how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party.

Confidential Information does not include information that:

• is public knowledge at the time of disclosure by the disclosing party;
• becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;
• was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or
• is independently developed by the receiving party.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

• not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;
• not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent;
• disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes;
• take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and
• take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

INTELLECTUAL PROPERTY

CASHAAM does not grant any right or license to any CASHAAM’s intellectual property rights by implication, estoppel, or otherwise other than those expressly mentioned in this Agreement.

Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licenses specifically granted herein.

CASHAAM hereby grants PARTY a revocable, non-exclusive, non-transferable license to use CASHAAM’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions, and replacement software for PARTY’s use in connection with CASHAAM’s services. If PARTY does not comply with the documentation and any other requirements provided by CASHAAM, then PARTY will be liable for all resulting damages suffered by PARTY, CASHAAM, and third parties. Unless otherwise provided by applicable law, PARTY agrees not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile, or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, PARTY will immediately cease all use of any Software.

CASHAAM hereby grants PARTY a revocable, non-exclusive, non-transferable license to use CASHAAM’s trademarks used to identify CASHAAM’s services (the “Trademarks”) solely in conjunction with the use of CASHAAM’s services. PARTY agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name, or product designation belonging to or licensed to CASHAAM (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name, or product designation). Upon expiration or termination of this Agreement, PARTY will immediately cease all display, advertising, and use of all of the Trademarks.

Publicity

PARTY hereby grants CASHAAM permission to use PARTY’s name and logo in CASHAAM’s marketing materials including, but not limited to use on the CASHAAM website, in customer listings, in interviews, and in press releases. Such Publicity does not imply an endorsement of PARTY’s products and services.

Card Network Rules

Each card network has its own rules, regulations, and guidelines. PARTY is required to comply with all applicable Network Rules that are applicable to merchants. PARTY can review portions of the Network Rules at Mastercard, Visa, Verve, and other payment cards. Card Networks reserve the right to amend the Network Rules.

Customer Payments

CASHAAM will only process transactions that have been authorized by the applicable Card Network or card issuer.

CASHAAM does not guarantee or assume any liability for transactions authorized and completed that are later reversed or charged back (see Chargebacks below). PARTY is solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. CASHAAM may add or remove one or more payment types or networks at any time. If CASHAAM does so, it will use reasonable efforts to give PARTY prior notice of the removal.

Fees & Pricing Schedule

PARTY agrees to pay CASHAAM for the services it renders. CASHAAM reserves the right to revise its Fees. In the event that CASHAAM revises its fees, it will notify PARTY within 5 days of such change.

Termination

This Agreement may be terminated in the circumstances and manner provided hereunder:

• By PARTY closing its CASHAAM Account.
• Suspension of PARTY’s CASHAAM Account and access to CASHAAM services and any funds, or terminate this Agreement if;
• PARTY does not comply with any of the provisions of this Agreement;
• CASHAAM is required to do so by Law;
• where a suspicious or fraudulent transaction occurs.

Indemnity

PARTY undertakes to indemnify, defend, and hold harmless CASHAAM, its subsidiaries, affiliates, officers, directors, employees, agents, and successors from and against all losses due to data security breaches or the unauthorized use of shared personal information, any loss of funds, fraud, damages, actions, interest, awards, demands, liabilities, actions, judgment, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, damages, and proceedings that may be made by any third party arising as a consequence of negligence and unlawful acts or omissions on the part of PARTY or its agents or subcontractors to comply with any of its obligations in this Agreement.

PARTY agrees to defend CASHAAM against any such liability, claim, or demand.

Governing Law and Dispute Resolution

The Parties shall do all within their power to settle amicably any difference of disputes concerning the interpretation or performance of this Agreement or, failing such amicable settlement, the same shall be settled by an arbitrator.

Without prejudice to the right of a Party to seek interim preservative orders from a court of competent jurisdiction, the decision of the arbitrators shall be final and binding on the Parties.

Miscellaneous

All amendments to this Agreement shall be an integral part thereof.

In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal, or unenforceable in any respect, by a court of competent jurisdiction or by operation of law, such invalidity, illegality, or unenforceability shall be omitted and shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the such invalid, illegal, or unenforceable provision was not a part of this Agreement. If the severed provision is critical to the performance of this Agreement, then the Parties shall negotiate together with a view to agreeing upon a valid replacement provision of equivalent economic effect, which shall replace the severed provision and be inserted in this Agreement.

The relationship between the Parties is one of independent contractors and nothing in this Agreement shall be construed as creating any relationship of partnership, employment, joint venture, or agency between the Parties.