— USER TERMS

General Terms and Conditions of Usage

For customers, courier/dispatch riders and logistics partners using the Cuzoo Platform.

These General Terms and Conditions constitute a legally binding agreement between Cuzoo Limited and all individuals or legal entities accessing or using the Cuzoo mobile application, website, and all associated software and logistics services (the "Platform").

If you do not agree to this Agreement in its entirety, you are strictly prohibited from accessing or using the Platform.

Scope, Binding Agreement, and Acceptance of Terms

1.1 Applicability — These General Terms and Conditions (the "Agreement", "Terms of Use", or "T&C") constitute a legally binding agreement between Cuzoo Limited ("Cuzoo", "we", "us", or "our") and all individuals or legal entities accessing or using the platform, including customers, courier/dispatch riders, and logistics partners (collectively, "you", "User", or "Users"). This Agreement governs your access to and use of the Cuzoo mobile application, website, and all associated software and logistics services (collectively, the "Platform").

1.2 Acceptance — By accessing, registering for, or utilizing the Platform for any purpose—including booking parcel delivery or rendering logistics services—you explicitly, unconditionally, and irrevocably accept and agree to be bound by all terms, conditions, policies, and notices contained or referenced herein. If you do not agree to this Agreement in its entirety, you are strictly prohibited from accessing or using the Platform.

User Representations, Warranties, and Acknowledgments

By accessing or using the Platform, you explicitly represent, warrant, and covenant that:

2.1 Legal Capacity — You have reached the age of majority in your jurisdiction of residence and possess the full legal power, authority, and capacity to enter into, execute, and abide by the obligations set forth in this Agreement.

2.2 Ongoing Review Responsibility — You bear sole responsibility for periodically reviewing these Terms of Use and any amendments or revisions hereto. Continued access to or use of the Platform following any modifications constitutes your assent to such updates, regardless of whether you have actively reviewed them.

2.3 Binding Obligation — This Agreement constitutes a valid and legal obligation enforceable against you in accordance with its terms, without reservation or exception.

2.4 Liability and Remedies — You acknowledge and agree that any breach of this Agreement exposes you to all applicable legal repercussions, including equitable remedies, statutory penalties, and claims for monetary damages arising from such breach.

2.5 Entity Representation and Authorized Use — The terms "you", "User", or "User's" apply to the individual accessing the Platform, any person or entity accessing the Platform through your account credentials, and any commercial enterprise or legal entity on whose behalf you act or purport to act.

Account Registration and Security

3.1 Registration and Eligibility — Access to and utilization of the services, features, and service packages available on the Platform is contingent upon successful account registration. Account creation is strictly restricted to individuals who have attained the legal age of majority in their applicable jurisdiction. Any individual below the age of majority is ineligible to register, access, or use the Platform.

3.2 Truthfulness of Information — To complete account registration, you must accurately submit all required information on the registration form, including without limitation your legal full name, residential or business address, email address, and telephone number. You explicitly represent, warrant, and covenant that all information provided to Cuzoo during registration or subsequent updates is complete, current, true, and accurate in all material respects.

3.3 Account Exclusivity and Non-Transferability — You are granted a personal, non-exclusive, non-transferable right to access and use your registered account. You shall not assign, sell, lease, sublicense, or otherwise transfer your account or access rights to any third party. Any authorization, permission, or access granted by you to a third party to utilize your account is undertaken solely at your own risk and liability.

3.4 Account Suspension and Termination by Cuzoo — Cuzoo reserves the right, in its sole and absolute discretion, to suspend, restrict, or terminate your account or access to the Platform at any time, with or without cause, and without prior notice; provided, however, that in the event of an account termination where you have an existing, paid, and unfulfilled delivery order, Cuzoo shall reimburse you for the funds paid toward such unfulfilled order, subject to these Terms.

3.5 Account Cancellation by User — You may terminate your account at any time by executing the cancellation procedure available on the Platform or by submitting a written termination request to Cuzoo customer support.

3.6 Passcode and Account Security — Access to the Platform requires authentication via a unique passcode or credential. You acknowledge and agree that:

(a) You shall maintain the strict confidentiality and privacy of your passcode and login credentials;
(b) You shall immediately notify Cuzoo upon becoming aware of any unauthorized disclosure, loss, compromise, or unauthorized use of your passcode, or any technical inability to access your account; and
(c) You remain solely and fully responsible for any activity, misuse, disclosure, or breach of confidentiality involving your account credentials, and you shall indemnify and hold Cuzoo harmless for any losses, claims, or liabilities arising directly or indirectly from your failure to safeguard such credentials.

Terms and Conditions of Delivery Services

4.1 Scope of Logistics Services and Independent Underlying Transaction — The Platform provides on-demand logistics and dispatch services to facilitate the transportation of parcels ("Items", "Consignments", or "Goods") from a User ("Customer") to a designated third-party recipient ("Recipient"). Cuzoo is purely a logistics and technology provider and is not a party to, third-party beneficiary of, or affiliated with any underlying commercial or contractual transaction between the Customer and the Recipient.

4.2 Acceptance and Point of Collection.

(a) Pick-up Location: Items shall be tendered for delivery strictly at the designated pick-up address specified by the Customer via the Platform. Couriers and dispatch riders ("Riders") are not authorized or obligated to travel to or collect Items from any alternative location not recorded on the Platform.
(b) Discrepancies and Weight Limits: Riders reserve the right to inspect and reject any Item that differs in description, quantity, or volume from the specifications entered on the Platform, or that exceeds the permissible weight limits or capacity selected by the Customer.
(c) Pre-Existing Damage: Riders reserve the absolute right to inspect and reject any Item that exhibits pre-existing damage, defects, or leakage prior to collection.

4.3 Prohibited and Unlawful Items.

(a) Prohibited Categories: Customers are strictly prohibited from tendering for transport any of the following: contraband, perishable goods, live animals or livestock, firearms, ammunition, weapons, corrosive substances, compressed gases, flammable liquids or solids, radioactive materials, toxic or explosive substances, or any other items restricted or prohibited by applicable federal, state, or municipal laws.
(b) Legal Tender Exclusion: Legal tender (including physical currency, bank notes, coins, negotiable instruments, or checks) shall not be accepted for delivery, except where cash is tendered solely to pay the Rider for authorized logistics fees on pick-up.
(c) Mandatory Reporting: In the event an Item tendered by a Customer is suspected or determined to be illegal or hazardous, Cuzoo and its Riders reserve the right to reject or confiscate the Item and immediately report the Customer and surrounding details to relevant law enforcement or regulatory authorities.

4.4 Packaging Requirements and Risk Mitigation — The Customer shall ensure that all Items are wrapped, cushioned, and packaged securely to withstand ordinary handling during transit and to prevent injury to Riders or damage to other property. Cuzoo accepts no liability for damage resulting from insufficient or defective packaging.

4.5 Order Cancellation — A delivery order may be canceled by the Customer via the Platform at any time prior to the physical collection of the Item by the assigned Rider.

4.6 Payment and Package Selection.

(a) Advance Payment: Full payment for logistics services must be successfully processed and settled prior to the initiation of delivery.
(b) Package Selection: The Customer acknowledges sole responsibility for selecting the service tier or delivery package that corresponds to their specific logistical constraints and requirements.

4.7 Conditions Precedent to Cuzoo's Delivery Obligations — Cuzoo's obligation to ensure safe and expeditious delivery is expressly contingent upon the Customer's fulfillment and satisfaction of the following representations and covenants:

(a) Accuracy of Description: The Item must be accurately, completely, and truthfully described on the Platform.
(b) Safe and Compliant Contents: The Item must be safely packaged and contain no undisclosed, hazardous, prohibited, or illegal materials.
(c) Fragile Items: Extremely fragile or delicate items must be explicitly designated as such on the Platform during booking.
(d) Safe Pick-up and Drop-off Environment: Both the pick-up location and the Recipient's destination must be safe, accessible, clearly demarcated, and free from security hazards or physical obstructions.
(e) Allocation of Costs: The Customer—and not the Recipient—shall bear sole financial liability for all service charges and delivery fees incurred on the Platform.
(f) Ownership and Free Title: The Customer represents and warrants that they possess lawful ownership or authorized control of the Goods tendered, and that such Goods are free and clear of all liens, encumbrances, third-party rights, intellectual property infringements, or pending criminal, tax, or insolvency litigation.

Fees, Taxes, and Payment Terms

5.1 Selection and Settlement of Payment — Customers shall select an authorized payment method prior to finalizing and submitting any delivery order on the Platform. All transactions shall be processed securely through the dedicated checkout interface ("Payment Page") on the Platform, with the sole exception of authorized Cash on Pick-Up payments.

5.2 Payment Verification and Electronic Receipts — Customers are solely responsible for verifying and confirming receipt of transaction success on the Payment Page prior to navigating away or closing the interface. Upon successful authorization and settlement of an online transaction, Cuzoo shall issue an electronic payment confirmation via email or SMS to the contact details registered to the Customer's account.

5.3 Prohibition of Cash on Delivery (COD) — Customers are strictly prohibited from instructing, requesting, or directing any courier or dispatch rider ("Rider") to collect cash, checks, or any form of payment from the Recipient upon delivery. All fees must be settled by the Customer in accordance with Section 5.5 herein.

5.4 Statutory Taxes and Tax Indemnification.

(a) Statutory Compliance: All service fees and charges displayed on the Platform are subject to applicable federal, state, and local taxes, levies, duties, assessment charges, and statutory withholdings in force in the Federal Republic of Nigeria or any relevant jurisdiction.
(b) Tax Indemnity: You acknowledge and agree that you remain solely liable for any statutory tax obligations arising from your consignment or transaction. You agree to defend, indemnify, and hold harmless Cuzoo, its affiliates, officers, and employees against any liabilities, penalties, interest, or costs incurred as a result of your failure to declare, register for, or remit any applicable taxes, duties, or statutory charges.

5.5 Authorized Payment Methods — Service fees may be settled through any of the following three (3) authorized payment mechanisms:

(a) Platform Digital Wallet ("In-App Wallet"): Payment drawn from pre-funded account balances held in the User's Platform wallet. Wallet funding may be executed via direct bank transfers, NIP (NIBSS Instant Payment) channels, or other supported electronic funds transfer protocols.
(b) Credit and Debit Cards: Direct online card settlement via supported payment gateways, accepting valid VISA, Mastercard, and Verve payment cards.
(c) Cash on Pick-Up: Physical cash tendered by the Customer directly to the assigned Rider strictly at the designated pick-up location prior to parcel handover.

Returns and Refund Policy

6.1 Discretionary Refunds — All refund requests are evaluated and determined at the sole and absolute discretion of Cuzoo, in strict accordance with the applicable laws of the Federal Republic of Nigeria. In evaluating and processing any claim for a refund, Cuzoo shall consider, without limitation, the following factors:

(a) The distance traversed from the collection point toward the designated recipient location;
(b) The precision and completeness of the recipient address provided by the Customer;
(c) The total number of delivery attempts executed by the assigned courier or dispatch rider ("Rider");
(d) The specific service tier selected (e.g., express delivery versus standard delivery); and
(e) The payment method utilized by the Customer for the transaction.

6.2 Undeliverable Consignments and Mandatory Returns — An Item shall be deemed undeliverable and returned to the Customer at the Customer's expense under any of the following circumstances:

(a) Non-Existent Address: The delivery destination specified by the Customer does not exist or cannot be physically located;
(b) Incorrect Address: The address provided on the Platform is inaccurate, imprecise, or incomplete, rendering the Recipient unreachable; or
(c) Unavailability of Recipient: The Recipient remains unavailable, unreachable, or refuses acceptance of the Item after three (3) unsuccessful delivery attempts executed by the Rider.

Platform Usage, Authorized Purpose, and Prohibited Conduct

7.1 Authorized Uses — The Cuzoo mobile application and website (collectively, the "Platform") are made available strictly to facilitate on-demand courier and logistics services. You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for the following authorized purposes:

(a) Creating, placing, and managing orders for parcel delivery services;
(b) Processing electronic payments for services ordered via the Platform;
(c) Real-time tracking and monitoring of shipments from the point of collection to the designated destination;
(d) Managing and updating your user account credentials, contact information, and security preferences;
(e) Viewing, reading, or streaming informational content, newsletters, legal terms, and policy updates published on the Platform; and
(f) Any auxiliary action reasonably incidental to the execution or procurement of logistics services, subject to compliance with this Agreement.

7.2 Intellectual Property Restrictions and Content Modifications.

(a) Restrictions on Downloading and Modifications: Except as expressly permitted by Cuzoo in writing, you shall not download, capture, save, reproduce, edit, alter, or modify any content, graphics, source code, or materials from the Platform onto any device, server, or storage medium.
(b) Commercial Exploitation: You shall not republish, redistribute, sell, sub-license, lease, or commercially exploit any content or materials accessed on or derived from the Platform.
(c) Permitted Promotional Activities: Nothing in this Section 7.2 shall restrict a Customer's right to promote or market the Platform through word-of-mouth recommendations or the non-commercial distribution of official Cuzoo marketing materials.

7.3 System Maintenance and Circumvention.

(a) Maintenance Suspensions: Cuzoo reserves the right to suspend, restrict, or modify access to the Platform—in whole or in part—at any time for scheduled or emergency system maintenance, updates, or infrastructure upgrades. Cuzoo shall endeavor to provide advance notification to Users where practicable, provided that emergency maintenance may be executed without prior notice.
(b) Prohibition of Circumvention: You shall not attempt to bypass, disable, override, or circumvent any access controls, security protocols, or administrative restrictions deployed on the Platform during periods of maintenance or service suspension.

7.4 Security Restrictions and Prohibited Conduct — You agree that you shall not, directly or indirectly, perform or assist any third party in performing any of the following prohibited actions:

(a) System Tampering: Hacking, probing, reverse-engineering, decompiling, or testing the vulnerability of the Platform, its network infrastructure, or associated software systems without express written authorization;
(b) Decryption and Interception: Intercepting, deciphering, or decrypting any data packets, communications, or messages transmitted between the Platform and its underlying servers;
(c) Automated Data Extraction: Conducting any automated data harvesting, data mining, scraping, extraction, or systematic collection of information from the Platform;
(d) Malicious Code Transmission: Uploading, hosting, storing, or transmitting any computer viruses, Trojan horses, ransomware, spyware, keyloggers, or other malicious software via or onto the Platform;
(e) Unlawful and Harmful Activities: Utilizing the Platform for any illegal, fraudulent, deceptive, harmful, or unethical purpose, or in connection with any criminal enterprise;
(f) Platform Integrity and Degradation: Executing any action, script, or request volume that causes or threatens to cause impairment, degradation, denial of service, or unauthorized disruption to the operational efficiency, availability, or security of the Platform; or
(g) Inconsistent Activity: Engaging in any activity or pattern of access that deviates materially from the ordinary and intended use of a logistics platform.

Cuzoo's Role, Responsibilities, and Disclaimers

8.1 Limitation of Responsibility and Force Majeure — Notwithstanding any provision to the contrary contained herein, Cuzoo shall not be held liable or responsible for any loss, damage, or degradation of Items occurring during transit that results directly or indirectly from:

(a) Inadequate, improper, or defective packaging, wrapping, or securing by the Customer; or
(b) Events beyond Cuzoo's reasonable control, including atmospheric conditions, rain, floods, natural disasters, severe weather conditions, or any other acts of God (force majeure).

8.2 Ancillary Services Disclaimer — Cuzoo and its assigned couriers or dispatch riders ("Riders") are under no obligation to provide manual labor, physical haulage, loading, unloading, or security guard services. Specifically, Cuzoo shall not:

(a) Provide physical assistance in transporting Goods to the designated pick-up location;
(b) Assist in loading or hauling Goods into or onto the conveying delivery vehicle; or
(c) Station security personnel or escorts to safeguard Goods prior to, during, or upon delivery.

8.3 Service Warranties and System Availability.

(a) Platform Operationality: Cuzoo provides the Platform on an "as is" and "as available" basis. Cuzoo makes no warranties, express or implied, that the Platform shall be uninterrupted, error-free, continuous, secure, or up to date, or that specific service packages, features, or materials shall remain available at all times.
(b) Successful Completion Disclaimer: Cuzoo does not guarantee or warrant that every delivery request or logistics transaction initiated on the Platform will be completed successfully.

8.4 Absolute Right of Rejection — Cuzoo and its Riders reserve the absolute right to inspect and reject any Item tendered for delivery if, in Cuzoo's sole judgment, the Item is pre-damaged, excessively fragile, inadequately packaged, prohibited by law or policy, illegal, or inconsistent with the specifications disclosed by the Customer on the Platform.

8.5 Modification and Discontinuance of Platform Services — Cuzoo reserves the right, in its sole and absolute discretion, to modify, alter, suspend, discontinue, or terminate any service package, feature, or the Platform entirely, at any time without prior notice, explanation, or liability to Users.

8.6 Cuzoo's Operational Obligations — As a courier and logistics technology platform, Cuzoo covenants to undertake the following operational duties using commercially reasonable efforts:

(a) Maintain Platform accessibility and notify Users of scheduled updates, technical restrictions, or maintenance windows where practicable;
(b) Conduct reasonable background due diligence and verification on onboarding Riders;
(c) Monitor delivery status from pick-up to destination to provide timely tracking updates to the Customer;
(d) Exercise reasonable care to keep Items safe during transit until delivery to the Recipient or execution of an authorized return;
(e) Process valid claims for returns and refunds expeditiously in accordance with Section 6;
(f) Address Customer inquiries and grievances during standard business operating hours via designated customer support channels; and
(g) Provide auxiliary services reasonably required for optimal operation of the Platform.

8.7 Independent Legal Status and Non-Intermediary Relationship — You explicitly acknowledge, understand, and agree that:

(a) Cuzoo does not act as an agent, broker, factor, or legal representative for any buyer, seller, Customer, or Recipient;
(b) Cuzoo is not a party to, nor an agent in, any underlying commercial sale, purchase, or contract between the Customer and the Recipient;
(c) Cuzoo shall have no liability or responsibility for enforcing any underlying legal, contractual, or financial obligations existing between the Customer and the Recipient;
(d) Cuzoo has no legal duty or obligation to arbitrate, mediate, facilitate, or intervene in any dispute arising between the Customer and the Recipient; and
(e) Cuzoo shall not monitor, supervise, or oversee any commercial transaction between the Customer and the Recipient.

Intellectual Property, Title, Assignment, and Third-Party Rights

9.1 Intellectual Property Ownership — Cuzoo (or its licensors) retains sole, exclusive, and absolute ownership of all intellectual property rights in and to the Platform, including without limitation the mobile application, website, underlying software, source code, object code, algorithms, visual designs, user interfaces, documentation, trade secrets, patents, copyrightable works, and these Terms of Use. All rights not expressly granted to you under this Agreement are strictly reserved by Cuzoo.

9.2 Limited License Grant — Nothing contained in this Agreement shall be construed as conferring upon any User or third party, by implication, estoppel, or otherwise, any ownership interest, title, or proprietary license in or to Cuzoo's intellectual property. Users are granted only a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform strictly in accordance with these Terms of Use.

9.3 Trademark Rights and Unauthorized Use — All registered and unregistered trademarks, service marks, trade names, logos, corporate branding, and service titles associated with Cuzoo are the exclusive property of Cuzoo Limited. You are strictly prohibited from using, copying, reproducing, displaying, or distributing any of Cuzoo's trademarks or branding without prior express written authorization. Any unauthorized use constitutes trademark infringement and a material breach of this Agreement.

9.4 Title and Ownership of Consignments.

(a) Customer Ownership: Absolute title and ownership rights in and to any Goods or parcels tendered for delivery shall remain exclusively vested in the Customer (or the lawful owner represented by the Customer). Cuzoo asserts no proprietary claim, lien, or ownership interest in the Goods.
(b) Limited Custodial License: Cuzoo and its assigned couriers or dispatch riders ("Riders") are granted only a limited, temporary custodial right to hold, transport, and handle the Goods solely to the extent necessary to perform the logistics services and effect delivery to the designated Recipient.

9.5 Assignment, Transfer, and Third-Party Rights.

(a) Personal Contract and Non-Assignment: This Agreement constitutes a personal contract binding solely upon you and Cuzoo. You shall not assign, transfer, delegate, subcontract, mortgage, charge, or otherwise dispose of any of your rights, duties, or obligations under this Agreement to any third party without Cuzoo's prior written consent.
(b) Exclusions of Third-Party Rights: Except as expressly provided herein, this Agreement is entered into solely for the benefit of Cuzoo and the User, and no provision of this Agreement is intended to be enforceable by, or to create any enforceable third-party rights or remedies in favor of, any third party under applicable law.

Limitation and Exclusion of Liability

10.1 Monetary Cap on Liability — To the maximum extent permitted by applicable law, the total cumulative liability of Cuzoo Limited ("Cuzoo"), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with any service package or transaction on the Platform, shall be strictly capped at and shall not exceed the total fees actually paid or payable by you to Cuzoo for the specific logistics service order giving rise to the claim.

10.2 Services Offered Gratuitously — Cuzoo shall incur no liability whatsoever for any losses, damages, or claims arising from or related to any services, features, or promotional benefits rendered to you free of charge.

10.3 Third-Party Links and External Platforms — The Platform may display hyperlinks, advertisements, or web addresses directing Users to third-party websites, applications, or social media pages. Such third-party links are provided solely for informational and promotional convenience. Cuzoo exercises no control over, does not endorse, and assumes no legal liability or responsibility for the content, privacy practices, products, or services offered by any third-party platforms. Your interaction with any third-party website is conducted entirely at your own risk.

10.4 Personal Immunity of Employees and Agents — Cuzoo is an incorporated limited liability company. You explicitly covenant and agree that you shall not institute, maintain, or prosecute any civil claim, lawsuit, or legal proceedings directly against any individual employee, officer, director, courier, or dispatch rider ("Rider") of Cuzoo for acts or omissions performed within the scope of their employment or contractual duties, without prior written notice to and authorization from Cuzoo, unless such cause of action arises independently of their employment or engagement with Cuzoo.

10.5 Statutory Savings Clause — Nothing contained in this Section 10 or this Agreement shall operate to exclude or restrict any statutory rights or liabilities that cannot be lawfully excluded, restricted, or modified under applicable laws in force in the Federal Republic of Nigeria.

10.6 Specific Exclusions of Consequential and Indirect Damages — Without limiting the generality of the foregoing, Cuzoo shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages, including without limitation:

(a) System Disruptions: Any losses resulting from Platform downtime, operational outages, technical interruptions, or system malfunctions;
(b) Commercial and Economic Losses: Any loss of business, revenue, anticipated profits, goodwill, commercial opportunities, or loss of clients resulting from delivery delays, missed pick-ups, or logistical failures;
(c) Data and Security Incidents: Any loss, corruption, compromise, or unauthorized access to user data, files, databases, or software resulting from system hacks, cyberattacks, malware, or technical breaches; or
(d) Unforeseeable Events: Any loss, damage, destruction, or delay of Consignments resulting from circumstances beyond Cuzoo's reasonable control (force majeure).

Breach, Remedies, and Indemnification

11.1 Material Breach and Liability — Failure to strictly comply with any term, condition, representation, covenant, or restriction contained in these Terms of Use shall constitute a material breach of this Agreement. In the event of such breach, you shall be fully liable for all direct, indirect, incidental, and consequential damages, losses, expenses, and costs incurred by Cuzoo Limited ("Cuzoo"), the Platform, or its associated infrastructure.

11.2 Account Suspension and Bypassing Restrictions.

(a) Immediate Suspension: If you breach, or if Cuzoo has reasonable grounds to suspect that you have breached, any provision of this Agreement, Cuzoo reserves the right to immediately suspend, restrict, or disable your access to your account and the Platform without prior notice.
(b) Circumvention Penalties: Any attempt by you to reactivate a suspended account, register a new account, or bypass, override, or circumvent any technical or administrative restrictions deployed by Cuzoo during a period of suspension shall result in immediate and permanent account termination.

11.3 Severe Breaches and Access Sanctions — In cases involving severe, repeated, or egregious breaches—including but not limited to fraudulent activity, system tampering, security violations, or illegal acts—Cuzoo reserves the right to:

(a) Permanently terminate and delete your account and associated profile data;
(b) Block network connections originating from your IP address or hardware identifiers; and
(c) Contact and notify relevant internet service providers (ISPs), hosting providers, or network operators to restrict or prevent your access to the Platform.

11.4 Indemnification — You agree to defend, fully indemnify, and hold harmless Cuzoo, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, and riders from and against any and all claims, liabilities, damages, losses, demands, costs, fees, and expenses (including reasonable attorneys' fees and litigation expenses) arising out of or resulting from:

(a) Your default or breach of any provision of this Agreement; or
(b) Any loss of business, operational disruption, or commercial harm suffered by Cuzoo as a result of your noncompliance.

11.5 Legal Proceedings — In the event of your failure to fully indemnify Cuzoo in accordance with Section 11.4, Cuzoo shall institute formal legal proceedings against you in any court of competent jurisdiction to recover all outstanding damages, compensation, interest, legal costs, and equitable remedies available under contract, equity, or common law.

11.6 Criminal Reporting and Regulatory Enforcement — Where a breach of this Agreement constitutes a criminal offense under applicable federal, state, or statutory law, or violates any government regulation or statutory policy, Cuzoo shall report such violation to appropriate law enforcement agencies, regulatory bodies, and prosecutorial authorities to facilitate investigation and criminal prosecution.

Governing Law and Jurisdiction

12.1 Governing Law — This Agreement, including its formation, validity, interpretation, performance, and any non-contractual obligations or disputes arising out of or in connection with these Terms of Use, shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles, as well as applicable international legal rules governing commercial contracts.

12.2 Exclusive Jurisdiction — Any dispute, controversy, claim, or difference arising out of or relating to this Agreement, including questions regarding its existence, validity, termination, or breach, shall be submitted to and determined exclusively by a court of competent jurisdiction within the Federal Republic of Nigeria.

Severability and Savings Provision

If any provision, clause, sentence, or section of this Agreement is held by a court of competent jurisdiction or regulatory authority to be illegal, invalid, unconstitutional, void, or unenforceable under present or future laws in force in the Federal Republic of Nigeria:

(a) Such provision shall be fully severable and severed from this Agreement to the extent of its invalidity or unenforceability;
(b) This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and
(c) The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated by the severed provision or its severance.

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