TaxiTPayroll® Software License Agreement

A.INTRODUCTION:

1.Welcome to TaxiTPayroll® (the “Software”). The Software is a cloud-based multi-tenanted payroll obligations management software owned by Taxaide Technologies Ltd, a private limited liability company incorporated in the Federal Republic of Nigeria (“Nigeria”), with registered address at 73, Coker Road, Ilupeju, Lagos State, Nigeria (“Taxtech”).

2.This page shall otherwise be known as, the “Agreement”. The expressions, “you”, “your”, “yourself” or other suitable pronoun as shall be used through-out the Agreement, refers to both you individually and any business or organisation that you represent. Accordingly, it is extremely important that you seek and obtain the approval of your organization before clicking any accept button as you shall find in the Agreement. It is significant to note that you are reading this Agreement either because you have paid for the Software to be licensed to you, and for which purpose your Domain is created for you, or because you have chosen to undertake a free trial version of the Software, and for which purpose a Temporary Domain is created for you.

3.By agreeing to purchase or undertake a free trial version of the Software and subject to your clicking either this accept button or any other that you find on the Agreement, you agree to be bound by all the terms and conditions stated herein. The Agreement legally binds both you and Taxtech as any other commercial agreement will ordinarily be under the laws of Nigeria.

B.DEFINITIONS:

4.All defined terms, whenever found in this Agreement, shall be given the meaning ascribed to them, unless otherwise stated. The following additional words or phrases in bold shall also have the meanings assigned to them:

4.1"Authorized User", shall mean any person that you authorize to work on your Domain or Temporary Domain, whether such person be a person that you specifically profiled for such purpose on your Domain, or such person be a person who, with or without your authorization, accesses your security details and works on your Domain; provided that neither Taxtech nor any Taxtech Personnel shall, unless you so authorize, be an Authorized User on your Domain.

4.2"Business Day" shall mean any day which is not a Saturday, Sunday or a public holiday declared by the Federal Government of Nigeria.

4.3"Business Hours" shall mean any time between the hours of 0900hrs and 1600hrs Nigerian Time, on any Business Day.

4.4"CIArb Nigeria" shall mean, the Chartered Institute of Arbitration, United Kingdom, Nigeria Branch.

4.5“Confidential Information” means any information that you provide on your Domain. Confidential Information does not include any information which: (a) you authorize to be disclosed to third parties including, Employees and RTAs (b) is public or becomes public through no breach of Taxtech’s confidentiality obligations herein; (c) was already known to Taxtech, and for which Taxtech had no confidentiality obligation in respect of, at the time of disclosure; (d) was developed independently by Taxtech without use of any Confidential Information; (f) is disclosed by you to third parties including, Employees and RTAs.

4.6"Documentation" means, collectively: (a) all materials published or otherwise made available to you that relates to the functional, operational and/or performance capabilities of your Domain and the Software; and (b) all user, operator, system administration, technical, support and other manuals and all other materials published or otherwise made available to you that describes the functional, operational and/or performance capabilities of your Domain and the Software.

4.7"Domain" means, the part of the Software that, upon your payment of your Subscription Fee, is exclusively profiled for your use as well as for the use of any Authorized User and which expression shall in this Agreement, unless otherwise stated, include a Temporary Domain.

4.8"Effective Date" means the date that you click any of the accept buttons in this Agreement.

4.9“Intellectual Property Rights” includes without limitation and in respect of the Software and your Domain, all right, title, and interest in and to all Source Codes, trademarks, tradenames, symbols, logos, and/or brand names, copyright, other literary property or authors rights, patent, design, whether filed or pending application, including renewals, reissues etc., whether undertaken under Nigerian law or any foreign law, including the laws of any international organization.

4.10"Migration Services" means all services that may, at your option, be provided by Taxtech to, either: (a) transition you from a software that you are currently using to the Software or to your Domain; or (b) migrate all your relevant information into your Domain.

4.11"Nigerian Time" means the Greenwich Mean Time +1.

4.12"Notices" means all notices, requests, consents, approvals, or authorizations in connection with this Agreement.

4.13"Party" means either you or Taxtech and Parties means both you and Taxtech.

4.14"Profiling" means the process where Taxtech sets up your Domain and which process requires you to provide Taxtech with information that are relevant to your business.

4.15"Source Code" means the entire Software, including your Domain, in the form of its source statements including, without limitation, all or any part of the Software in the form of electronic and printed human-readable, mnemonic or English-like program listings or expressions.

4.16"Subscription Fee" means the fee that you shall pay Taxtech for your chosen Subscription Plan and which fee is inclusive of value added tax.

4.17"Subscription Period" means such period as you may have paid or opted for, in accordance with the pricing and payment options available at the point of registering you for or granting you access to your Domain, and shall include any and all renewals of your Subscription Plan or any new or old Subscription Plan that you opt for.

4.18"Subscription Plan" means such period as you may have opted and or paid for, in accordance with the pricing and payment options available at the point of registering you for or granting you access to your Domain.

4.19"Support and Maintenance Services" means the technical support, error correction services and support, and Upgrades provided by Taxtech to you for your use of your Domain, including telephone and online assistance for the purpose of answering questions relating to the Software, including (a) clarification of functions and features of the Software; (b) clarification of the Documentation; (c) guidance in the operation of the Software; and (d) error verification, analysis, and correction, including the failure to produce results in accordance with the Documentation.

4.20"Taxtech Payment Portal" means the online payment gateway that from which you can pay your Subscription Fee to Taxtech.

4.21"Taxtech Personnel" means, all employees of Taxtech including any agent that Taxtech may formally represent to you to be one of its agents.

4.22"Temporary Domain" means, the part of the Software that, upon your acceptance to undertake a free trial version of the Software, is exclusively profiled for your use as well as for the use of any Authorized User.

4.23"Training Services" means the periodic product interactive sessions that Taxtech may, at its discretion, convene for its clients and prospective clients for the purpose of ensuring that each of them understand the Software and are able to use it.

4.24"Upgrades" means any improvements, enhancements, modifications, upgrades, updates, fixes, revisions and or expansions to the Software and to your Domain as Taxtech may develop or acquire and incorporate into the Software as it exists at any point in time and includes any and all changes that may be required to be made to the Software on account of a change in law.

C.INTERPRETATIONS:

5.Any reference in this Agreement to –

5.1"days" shall be construed as calendar days unless qualified by the word "business", in which instance "Business Day" shall have the definition as set out in Clause 4;

5.2"his", “himself”, “he” or other variant of such expression shall be construed as

referring to all of the masculine, feminine and neuter genders;

5.3"laws" means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral decisions, judgements, orders, rulings, or awards that are in force in the Federal Republic of Nigeria; and "law" shall have a similar meaning but provided that any change in such laws after the date hereof shall not increase, or give rise to, any liability for any Party;

5.4"person" means any person, company, trust, partnership or other entity whether or not having separate legal personality;

5.5"time" shall be construed as a reference to Nigerian Time; and

5.6the words "include" and "including" mean "include without limitation" and "including without limitation". The use of the words "include" and "including" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

6.Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in Clause 4 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in this Agreement.

7.Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

8.A reference to any statutory enactment shall be construed as a reference to that enactment as at the Effective Date and as amended or substituted from time to time but provided that any change in such statutory enactment after the Effective Date shall not increase, or give rise to, any liability for any Party.

9.Unless otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a Business Day, the next succeeding Business Day.

10.If the due date for performance of any obligation in terms of this Agreement is a day which is not a Business Day, then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding Business Day.

11.Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

12.The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

13.No provision of this Agreement shall constitute a stipulation for the benefit of any person who is not a Party to this Agreement.

14.Unless the context otherwise requires, in this Agreement headings are for convenience only

and do not affect the interpretation of this Agreement.

15.Words importing the singular include the plural and vice versa.

16.Reference to a Clause or Party is a reference to that Clause or Party in this Agreement.

17.Any reference to a Party includes that Party’s successors, permitted assigns and permitted transferees.

D.LICENCE:

18.Taxtech hereby grants to you and Authorized Users, exclusive and confidential use of your Domain during your Subscription Period. You are accordingly able to use access and work on your Domain from any location and on any device that you may consider fit and appropriate; provided that Taxtech shall not be liable for any unauthorized activity or security breaches that occurs as a result of your use of your Domain in any location or on any device.

E.TITLE:

19.You acknowledge that Taxtech holds all rights, title and interest in any copyrights, patents, trade secrets and any other Intellectual Property Rights in the Software and in all Upgrades. Nothing in this Agreement shall be construed to convey any title or ownership rights in the Software or Upgrades to you.

20.All Intellectual Property Rights in the Software and your Domain shall at all times belong to Taxtech; provided that the Intellectual Property Rights in all information, including your Confidential Information, without any exception, which you provide in your Domain shall belong to you. Specifically, all data created and or processed by you in your Domain or on the Software is Confidential Information and shall remain your property and shall in no way become attached to the Software, nor shall Taxtech have any rights in or to such data.

21.Any documents, forms, compilations and or spreadsheets that you generate from the utilization of the functionality of your Domain or the Software do not form part of Taxtech’s intellectual property, accordingly, you can be use such in the ordinary course of your business, including but not limited to your sharing such information with third parties.

22.Where during the course of this Agreement, Taxtech comes into possession of any Confidential Information, Taxtech agrees that it shall not disclose such information to any third party under any circumstances.

23.You understand and agree that, except as permitted by this Agreement, you shall not: (a) sell, assign, lease, license, sub-license or otherwise distribute the Software, Domain or Documentation, except to other locations of University; and (b) create or attempt to create, or permit others to create or attempt to create, by reverse engineering or other process, the Software, Domain or Documentation.

F.SUPPORT SERVICES:

24.Taxtech shall at all times provide you with the Support and Maintenance Services and may provide same via a toll-free telephone number and live, online chat staffed by help desk technicians sufficiently trained and experienced to identify and resolve most support issues and who shall respond to all your requests within an hour of receiving a request for assistance.

25.If you detect anything that you may consider to be an error on your Domain and which causes it not to conform to, or produce results in accordance with, the Documentation, you shall promptly, and by telephone or e-mail, notify Taxtech of the error.

26.The Support and Maintenance Services may require Taxtech to access and work in or on your Domain. In such instance, Taxtech may require you to disclose your security details to a designated Taxtech Personnel who shall render the Support and Maintenance Services. The Taxtech Personnel shall on completion of the required Support and Maintenance Services, request that you change your security details, in which case we recommend that you should.

27.Taxtech shall from time to time provide Upgrades to the Sofware at no charge to you. Taxtech’s Upgrades may: (a) extend to all aspects of the Software; (b) be required to bring the Software in compliance with all laws or regulatory directives of government of any professional organization to which Taxtech belongs; in all of which case, Taxtech shall duly provide the Upgrade which shall affect your Domain; provided howsoever that Taxtech shall, both by the Documentation and the Support and Maintenance Services, duly inform and educate you on the Upgrade.

28.Notwithstanding anything in the preceding Clause, nothing in this Agreement shall obligate Taxtech to enhance the Software in any particular respect or on any particular date. The decision as to whether and or when, to enhance the Software will be within Taxtech’s absolute discretion.

29.Taxtech may provide you with the Training Services. Training Services will be provided by Taxtech at no additional cost to you. Training Services will be provided by Taxtech at a location of its choice in Nigeria, and on a date and time that shall be communicated in advance to you.

30.Taxtech may, at your option, provide you with the Migration Services. Migration Services will be provided by Taxtech at no additional cost to you. Migration Services may, at Taxtech’s option, be provided vide online assistance or other correspondence and shall be provided no later than 30 days following the date of your acceptance of this Agreement.

G.FEES AND RENEWALS:

31.You are required to have a valid Subscription Plan to have access to your Domain and the Software. Your valid Subscription Plan is dependent on your having paid the right and correct amount of Subscription Fee and Taxtech having confirmed receipt of the Subscription Fee. You shall have access to your Temporary Domain and the Software during a free trial.

32.Where you choose to, you agree to renew your Subscription Fee or pay the Subscription Fee that any new Subscription Plan you intend to choose may require, not later than the last day of your current Subscription Plan; howsoever that Taxtech may provide you with weekly reminders in each of the last 4 weeks to the end of your current Subscription Plan. You shall make all renewals and payments either vide the online Taxtech Payment Portal or pay same to the designated bank accounts that shall be stated on the Taxtech Payment Portal.

H.TENURE AND TERMINATION:

33.This Agreement takes effect from the Effective Date and shall continue until the last date of your Subscription Period unless terminated in accordance with the terms of this Agreement.

34.You shall be at liberty to terminate this Agreement and demand a refund of any unused and prorated portion of your Subscription Fee in any event where any of the services to be provided to you on your Domain, as a result of any technical fault on the part of Taxtech, becomes unavailable to and or unusable by you for any consecutive and uninterrupted period of 14 days.

35.Taxtech shall be at liberty to terminate this Agreement and refund any unused and prorated portion of your Subscription Fee should it receive an order of court or any regulatory directive to such effect. Taxtech may, depending on the circumstances and urgency of the order of court or regulatory directive received, give you at least 24hours email notice of the court order or regulatory directive received by it before suspending your right to the use of the Software or your Domain.

D.FORCE MAJEURE

36.Neither Party shall be liable to the other for failure or delay of performance hereunder due to earthquake, flood, storm, fire, epidemics, acts of government, governmental agencies or officers, war, insurrection, riots, civil disturbances, or any other cause beyond the reasonable control of the non-performing Party. The non-performing Party will promptly notify the other Party in writing of an event of force majeure, the expected duration of the events, and its anticipated effect on the ability of the Party to perform its obligations, and make reasonable effort to remedy the event of force majeure in a timely fashion.

I.REPRESENTATIONS & WARRANTIES:

37.Taxtech represents, warrants and agrees that:

22.1the Software shall function substantially in accordance with the Documentation and produce results substantially in accordance with the Documentation;

22.2it shall perform its obligations required by this Agreement in a professional manner, in accordance with the highest applicable industry practices and standards and in compliance with all applicable laws and regulations; provided, however, that where this Agreement specifies a particular standard or criteria for performance, this warranty shall not diminish that standard or criteria for performance;

22.3the Software or your Domain shall not contain and will not receive any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design, including surveillance Software or routines which may, or is designed to, permit access by any person, or on its own, to erase, or otherwise harm or modify the Software or your Domain or data;

22.4it has all Intellectual Property Rights necessary to license the Software to you in accordance with the terms of this Agreement;

22.5it is the sole owner or is a valid licensor of the Software and has all relevant rights, power and authority with respect to your use of the Software to the full extent contemplated in this Agreement, including, but not limited to: all Source Code, text, pictures, audio, video, logos and copy contained therein;

22.6the Software does not and shall not infringe upon any patent, copyright, trademark or other proprietary right or violate any trade secret or other contractual right of any third party; and there is currently no actual or threatened suit against Taxtech by any third party based on an alleged violation of such right;

22.7the Software will accurately process date and time-based calculations under circumstances of change including, but not limited to: century changes and daylight saving time changes and Taxtech shall repair any date/time change defects at its own expense;

22.8where any open source software is incorporated or embedded in the Software, then Taxtech will specifically identify each instance of open source software that is incorporated or embedded along with any associated license terms and conditions;

22.9it is in compliance with all applicable laws, including its tax responsibilities, pertaining to the Agreement and its provision of the Software.

38.All warranties in the preceding Clause shall survive the expiration or termination of this Agreement.

39.Taxtech’s obligations for breach of the warranties on the Software shall be limited to using its best efforts, at its own expense, to correct those aspects of the Software which fails to conform to such warranty, and, if Taxtech is unable to correct any breach of the warranty within 14 days after you provide notice of such breach, you may, in your sole discretion, either extend the time for Taxtech to cure the breach or terminate this Agreement and receive a refund of the unused and prorated portion of your Subscription Fee.

40.You hereby represent, warrant and agree that you have the right to enter into this Agreement and that you have the financial capacity to fulfill your obligations under this Agreement.

J.INDEMNITIES:

41.Taxtech shall indemnify, defend and hold you harmless from any and all actions, proceedings, or claims of any type brought against you alleging that the Software and or Documentation or that your use of the Software and or Documentation constitutes a misappropriation or infringement upon any patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any third party.

42.If the Software and or Documentation, or any part thereof, is the subject of any claim for infringement of any patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any third party, or if it is adjudged by a court of competent jurisdiction that the Software and or Documentation, or any part thereof, infringes any patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any third party, and your use of the Software and or Documentation, or any part of it, is enjoined or interfered with in any manner, Taxtech shall, at its sole expense and within thirty (30) calendar days of such injunction or interference, either: (a) procure for you the right to continue using the Software and or Documentation free of any liability for infringement or violation; or (b) replace or modify the Software and or Documentation, or parts thereof, with non-infringing Software and or Documentation of equivalent or better functionality that is reasonably satisfactory to you.

43.Taxtech agrees to defend against, and hold you harmless from, any claims and to pay all litigation costs, all reasonable attorneys' fees, settlement payments and all judgments, damages, costs or expenses awarded or resulting from any claim; provided that you shall, after receiving notice of a claim, advise Taxtech of it and Taxtech shall thereafter take up your representation; provided that you reserve the right to employ separate counsel and participate in the defense of any such claim at your own expense.

44.Your failure, under the preceding Clause, to give Taxtech timely notification of a claim shall affect Taxtech’s indemnification obligation herein to the extent that such failure prejudices Taxtech’s efforts at representing you against such claims.

45.Taxtech shall have no obligation to indemnify you for a claim if you: (a) use the Software in a manner contrary to the provisions of this Agreement and such misuse is the cause of an infringement or misappropriation; or (b) use of the Software in combination with any product, software or system not authorized, approved or recommended by Taxtech and such combination is the cause of the infringement or misappropriation.

46.Both you and Taxtech shall defend, indemnify, and hold harmless each other’s officers, employees, and agents, respective assigns and successors-in-title from and against all losses, expenses (including attorneys' fees), damages, and liabilities of any kind resulting from or arising out of this Agreement; provided that such losses, expenses, damages and liabilities are due or claimed to be due to the negligent or willful acts or omissions of the defaulting Party, its officers, employees, agents, subcontractors, or anyone directly or indirectly employed by it or any person or persons under that Party’s direction and control.

E. LIMITATION OF LIABILITY

47.Except as otherwise provided in this Agreement, Taxtech shall not be liable for any lost profits, consequential, incidental, indirect, exemplary, or special damages, however caused and on any theory of liability arising out of or relating to this Agreement; provided that this limitation shall not apply to damages arising out of any loss, corruption, or breach of data caused by or resulting from Taxtech’s negligence, errors or omissions.

48.The following sections shall survive the expiration or termination of this Agreement: License; Title; Representations and Warranties; and Limitation of Liability. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and assignees.

49.Taxtech may, at its discretion, keep accurate records related to its performance and obligations under this Agreement. Such records may be kept of any price, cost or budget computations required under the Agreement.

F. DISPUTES RESOLUTION

50.Where a dispute arises between you and Taxtech in connection with the terms of this Agreement, we shall both meet and endeavor to amicably resolve the dispute within 20 Business Days. In the event that we fail to resolve the dispute within the limited period of 20 Business Days, either of us shall be at liberty to, within 20 Business Days after the expiration of the initial 20 Business Days limited for amicable settlement, refer the dispute to mediation at the Lagos State Multi-Door Courthouse for a facilitated resolution of the dispute. In the event that the dispute or any part of it is unable to be resolved by mediation, either of us shall subject to the succeeding paragraph, be at liberty to refer the dispute to arbitration.

51.Arbitration shall be before the CIArb Nigeria. The arbitration shall be conducted by 1 arbitrator to be jointly appointed by you and Taxtech, failing which the sole arbitrator shall be appointed by the chairman of the CIArb Nigeria. The seat of arbitration shall be in Lagos Nigeria and the language for the arbitration shall be English language.

52.Your use of your Domain shall, subject to the continuing validity of your Subscription Plan, continue during the period of any dispute.

53.Nothing in this Agreement shall prevent either you or Taxtech from seeking injunctive relief with respect to a violation of Intellectual Property Rights, the obligations on Confidential Information or the enforcement or recognition of any arbitral award or order in any appropriate jurisdiction.

G.GENERAL MATTERS:

54.Taxtech shall be at liberty to amend this Agreement in good faith, without recourse to you; provided howsoever that Taxtech shall duly inform you in advance of any amendment sought to be made to this Agreement and shall only effect any proposed amendment if it does not receive any objection in writing to the amendment by at least, 75% of its subscribers, including yourself, at the relevant period. You shall be required to accept any

amendment to this Agreement before you shall be allowed to continue to your Domain or Temporary Domain failing which you shall be at liberty to terminate this Agreement in accordance with its termination provisions.

55.You cannot assign, delegate or otherwise transfer your rights or obligations under this Agreement to a Third Party without Taxtech’s prior written consent.

56.All Notices must be given in writing, sent by email with a read and delivery notification function or by registered post to, in your case, the address of your business as made available to Taxtech during your Profiling; and in the case of Taxtech, to 73 Coker Road, Ilupeju, Lagos State, Nigeria; provided that either Party may change its address by written notice to the other Party. All Notices sent in accordance with the foregoing shall be deemed received by the intended recipient when the sender receives formal confirmation that the Notice has been delivered.

57.No waiver of any right or remedy under this Agreement shall be effective unless such waiver is in writing signed by the performing or non-breaching Party; provided that the waiver of any performance required under this Agreement or of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent failure to perform or breach of the same or any other provision of this Agreement.

58.The delay or omission by either Party to exercise any right or remedy under this Agreement shall not be construed to be either acquiescence or the waiver of the ability to exercise any right or remedy in the future.

59.The terms of this Agreement are severable. If any provision of this Agreement, or any portion thereof, is declared by a court of competent jurisdiction to be illegal, void, invalid or unenforceable, that provision of the Agreement will be enforced to the maximum legal extent permissible so as to effect the intent of the Parties, and the remainder of the Agreement will continue in full force and effect for the same purpose.

60.This Agreement shall be governed by, and construed in accordance with, the laws of Nigeria.