PLEASE READ THE FOLLOWING PROFESSIONAL ACCOUNT TERMS CAREFULLY BEFORE USING THE PROFESSIONAL SERVICES. THESE PROFESSIONAL ACCOUNT TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND AYOBA AND GOVERN YOUR USAGE OF THE PROFESSIONAL SERVICES.

IF YOU DO NOT AGREE TO ANY OF THESE PROFESSIONAL ACCOUNT TERMS, YOU MUST NOT USE THE PROFESSIONAL SERVICES. YOUR CONTINUED USE OF PROFESSIONAL SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE PROFESSIONAL ACCOUNT TERMS.

1. Applicable Terms and Policies

1.1. These Professional Account Terms incorporate by reference the following terms and policies:

1.1.1. Ayoba User Terms and Conditions; and

1.1.2. Ayoba Privacy Policy.

2. Ayoba Professional Services

2.1. Progressive Tech Holdings (Registration No. 117490 GBC is a company incorporated under the laws of Mauritius ("Ayoba, “we", "us" or "our"), which enables rich, conversational experiences between Businesses and Business customers (who are Ayoba end-users) (“Customer(s)”) which comprises of features, services and API’s designed and developed for Businesses ("Professional Services").

2.2. By using the Professional Services, you warrant and agree that you are authorised to bind the business you represent (“you” and “your” or “Business”) to these Professional Account terms and conditions (“Professional Account Terms”).

2.3. We may sometimes update these Professional Account Terms. It is your responsibility to read the updated Professional Account Terms and understand the changes to them.

2.4. We may translate these Professional Account Terms into multiple languages. If there are any differences between the English version and any other language version of these Professional Account Terms, the English version will be the controlling one (to the extent this is permitted by applicable laws and regulations).

3. Eligibility

3.1. You represent and warrant that –

3.1.1. you will use Professional Services for commercial, business, and authorised purposes;

3.1.2. you are authorised to enter into these Professional Account Terms and are at least 18 years old (or the age of majority in your country of residence);

3.1.3. you must not have been previously suspended or removed from the Professional Services, or engaged in any activity that could result in suspension or removal.

4. Registration

4.1. To register, you must convert your Ayoba application (“Ayoba App”) account into an Ayoba App Professional Account (“Professional Account”). After converting your Ayoba App account into a Professional Account, you must submit to us certain information that will be used to identify the Business which includes your valid legal Business phone number, Business name, and other information we require. Your Business’ account name must not: (a) be false, misleading, deceptive, or defamatory; (b) parody a third party or include character symbols, excessive punctuation, or trademark designations; or (c) infringe any trademark, violate any right of publicity, or otherwise violate anyone’s rights.

4.2. You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your usage of Professional Services.

5. Permitted Usage

5.1. You may only contact Customers on the Ayoba App if: (a) they have given you their contact number; and/or (b) you have received opt-in permission from the Customer confirming that they wish to receive subsequent messages from you on the Ayoba App.

5.1.1. The opt-in must (a) clearly state that the person is opting in to receive messages from you over the Ayoba App and (b) clearly state your business name.

5.1.2. You are solely responsible for determining the method of opt-in, which you have obtained opt-in in a manner that complies with laws applicable to your communications, and which you have otherwise provided notices and obtained permissions required under applicable law. Review the best practices suggested below to help ensure a strong user experience.

5.1.3. Customers will see the Professional account as a contact, once you are registered and start sending messages.

5.2. Messages between Businesses and Customers are end-to-end encrypted and you understand and agree that group chat communication is not end-to-end encrypted. While we do not attempt to screen or monitor Business Content and messages we may, subject to applicable law, review the Business Content you share when it violates these Professional Account Terms and we become aware of it.

5.3. You must respect all requests (either on or off the Ayoba App) by a Customer to block, discontinue, or otherwise opt out of communications from you via the Ayoba App.

5.4. We may modify, suspend, or terminate Professional Account access to or use of Ayoba Professional Account Services and these Professional Account Terms at any time and for any reason, permissible by applicable law, including if we determine, in our sole discretion, that Business violates or encourages others to violate the Professional Account Terms, receives excessive negative feedback, or creates harm, risk, or possible legal exposure for us, our users, or others.

6. Prohibited Usage

6.1. You may not use the Professional Services to impersonate another business or entity, misrepresent your affiliation with a business or entity or otherwise mislead Customers as to the nature of your business or activity on our products.

6.2. We prohibit organisations and/or individuals engaged in terrorist or organised criminal activity from using the Professional Services.

6.3. We prohibit the use of the Professional Services to facilitate or organise criminal activity, including exploiting or causing physical, financial, or other harm to people, businesses, or animals.

6.4. You may not use the Professional Services for operating, buying, selling, promoting, or otherwise facilitating the exchange of illegal products or services.

6.5. You may not use the Professional Services for buying, stalking, selling, promoting, or otherwise facilitating the exchange of certain regulated or restricted goods and services, as determined in our sole discretion, including:

6.5.1. Firearms

6.5.2. Alcohol and tobacco

6.5.3. Drugs, whether prescription, recreational, or otherwise

6.5.4. Medical and healthcare products

6.5.5. Endangered species (wildlife and plants)

6.5.6. Live non-endangered animals excluding livestock

6.5.7. Hazardous goods and materials

6.5.8. Real, virtual, or fake currency, including ICOs and binary options

6.5.9. Body parts or fluids

6.5.10. Business models, goods, items, or services that we determine may be or are fraudulent, misleading, offensive, or deceptive, or are exploitative, inappropriate, or exert undue pressure on targeted groups

6.5.11. Real-money gambling

6.5.12. Adult products and services

6.5.13. Dating services

6.5.14. Multi-level marketing

6.5.15. Payday loans, paycheck advances, P2P lending, debt collection, and bail bonds

6.6. We prohibit the usage of Professional Services by Political Parties, Politicians, Political Candidates, and Political Campaigns, Law Enforcement Agencies, Military Services, National Security and Intelligence Agencies.

6.7. We prohibit the usage of Professional Services by companies offering services related to politics, political candidates, political campaign strategy, political campaigning services, private companies that provide voting solutions and systems for elections, and exclusive government service providers.

6.8. These prohibitions apply irrespective of the global or local licenses, registrations, or other approvals your business may hold.

6.9. Organisations must not wrongfully discriminate or suggest a preference for or against people because of a personal characteristic, including but not limited to, race, ethnicity, color, national origin, citizenship, religion, age, sex, sexual orientation, gender identity, family status, marital status, disability, or medical or genetic condition. Organisations must comply with all applicable laws prohibiting discrimination.

6.10. Messages must not contain offensive content, for example, sexually explicit materials or nudity, determined at our sole discretion.

6.11. If you use commerce catalogues on the Professional Services or provide any other commerce experiences to sell or otherwise facilitate the exchange of goods or services prohibited herein, then we may prohibit you from using the Professional Services with immediate effect.

6.12. Business shall not (nor assist others to) violate any applicable law, contract, intellectual property, or other third-party right, and Business is solely responsible for its conduct while using our Professional Services. Business must not directly, indirectly, or through automated or other means: (a) instigate, engage in, or encourage any harassing, threatening, intimidating, predatory, or stalking conduct, or any other conduct that would be illegal or otherwise inappropriate, such as promoting violent crimes, endangering or exploiting children or others, or coordinating harm; (b) use or attempt to use another user’s account without prior authorization from that user and Ayoba; (c) impersonate or register on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity, perpetrate fraud, or publish falsehoods or misleading statements; (d) collect information of or about other users in any impermissible or unauthorized manner; (e) use the Professional Services other than for its intended purpose or interfere with, disrupt, negatively affect, or inhibit other users; (f) damage, disable, overburden, or impair our the Professional Services; (g) send, distribute illegal or impermissible communications; (h) post, upload, or share any content which is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, hateful, ethnically or racially offensive, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or is in our sole judgment objectionable; (i) encourage or provide instructions for a criminal offense; (j) distribute any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; (k) expose Ayoba or others to any type of harm or liability.

7. Business Content

7.1. Any information, materials, communications, correspondence and other content that is created, stored, sent, uploaded, submitted or communicated by you to your Customers via the Professional Services (collectively, the "Business Content").

7.2. You understand and agree that a) we will not verify or approve any Business Content, and b) we are not responsible for the suitability, accuracy, availability, correctness or completeness of any Business Content.

7.3. The views and opinions expressed by you in any Business Content do not represent our views or opinions; and we are not responsible for, and will have no liability for, any Business Content which is offensive, or that violates any laws or your rights or the rights of others.

7.4. Although we have no obligation to screen or monitor Business Content, we may, subject to applicable law, review Business Content you share when it violates these Professional Account Terms and we become aware of it. We also need and do use information reported to us by other customers (such as when they block you or disclose your messages to us as part of a complaint) to determine whether you have breached these Professional Account Terms.

7.5. We may take any action that we deem necessary where we identify Business Content or user behaviour that contravenes these Professional Account Terms, including, for example, suspending or deleting Business’ access to the Professional Services. We may also contact and report user behaviour information to law enforcement agencies in accordance with applicable laws.

8. Third-Party Services

8.1. Ayoba Professional Account Services may allow Businesses to access, use, or interact with websites, apps, content, and other products and services that are not provided through the Professional Services ("Third Party Services''). Please note that when Businesses use these other Third Party Services, their own terms and privacy policies will govern the Business’ use of those Third Party Services.

8.2. We provide access to these Third Party Services for convenience purposes only and we do not endorse such Third Party Services we will not be liable or responsible for any of the services offered to you by such Third Parties. We make no representations or warranties regarding the Third Party Services and you shall use such Services, links, websites and the Third Party Services at your sole risk and agree to disclaim us from all risk or liability which you may suffer in this regard.

9. Communications

You permit Ayoba to use your contact information to send you electronic communications including: (a) notices about your account, password changes, payment authorisations, and other transactional information; (b) notices about updates to our Professional Account Terms; and (c) information about products, services and promotions offered by Ayoba where permitted by applicable law.

10. Business Security

10.1. Business may only allow authorised individuals acting on behalf of Business to access and use its Ayoba Professional Account Services account for purposes authorised under these Professional Account Terms.

10.2. Business is responsible for all activities occurring under its Professional Services account. Business must: (a) maintain the security of its account credentials; (b) keep its devices and Professional Services account safe and secure; (c) prevent unauthorized use of or access to Professional Account Services; and (d) immediately notify us if Business discovers or suspects any security breaches related to our Professional Services or if Business discovers or suspects any such unauthorised access or use.

10.3. Businesses will implement and follow generally recognised industry standards and best practices for data and information security to protect Business data, networks, and systems from unauthorised access, use, or copying.

11. Licenses and Intellectual Property

11.1. You grant us a worldwide, non-exclusive, sub-licensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly perform or display Business Content that you upload, submit, store, send, or receive on or through Ayoba Professional Services, solely for the purposes of providing, operating, developing, promoting, updating, and improving Ayoba Professional Services, and researching and developing new services, features, or uses.

11.2. You represent and warrant that you have all rights necessary to grant us the license to Business Content, and that our use of it, as permitted by these Professional Account Terms, will not violate any right of, or cause injury to, any person or entity.

11.3. Your Rights: Except for the license you grant to us above, you retain all ownership and other rights in and to your Business Content.

11.4. License to Business: Subject to your compliance with these Professional Account Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use Ayoba Professional Services solely as authorised in these Professional Account Terms. You can only use our trademarks as expressly permitted by our Ayoba User Terms and Conditions or with our prior written permission.

11.5. Our Rights: Except for the express license granted in these Professional Account Terms, we grant no other licenses or rights to Business by implication or otherwise. Unless otherwise indicated, we own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Professional Services.

11.6. Restrictions: Except as otherwise permitted by us in writing, Business must not directly, indirectly, or through automated or other means: (a) distribute, sell, resell, or rent the Professional Services to third parties; (b) distribute or make the Professional Services available over a network to be used by multiple devices at the same time, except as authorised through tools and configurations that we have expressly provided for your use via Ayoba Professional Services; and (c) copy, reproduce, distribute, publicly perform or display, modify, or make derivative works based upon all or portions of Ayoba Professional Services. Business must not directly, indirectly, or through automated or other means: (d) remove any proprietary rights notices or markings; (e) reverse engineer any aspect of Ayoba Professional Services or do anything that may discover source code; (f) scrape or extract data from the Professional Services ; (g) develop or use any applications that interact with Ayoba Professional Services without our prior written consent; and (h) create software or APIs that function substantially the same as Professional Services and offer them for use by third parties in an unauthorised manner on or utilising the Ayoba App platform or Ayoba Professional Services.

11.7. You indemnify us against any loss or damage that we may suffer or incur arising from or in connection with any breach by you of our intellectual property rights.

12. Data Practices

12.1. Your communication with Customers using the Professional Services is subject to the Ayoba Privacy Policy, available at http://ayoba.me/privacy-policy which forms part of these Professional Account Terms and is binding on you.

12.2. You understand and agree that we collect, store, and use: (a) information from your Professional Account and registration; (b) usage, log, and functional information generated from your use of the Professional Services ; (c) performance, diagnostics, and analytics information; (d) information related to your technical or other support requests; and (e) information about you from other sources such as other customers, businesses and third- party companies.

12.3. You agree that we may share your information, including Business Content, if we have good- faith belief that it is reasonably necessary to: (a) respond pursuant to applicable law or regulations, to legal process, or government requests; (b) enforce these Professional AccountTerms and any other applicable terms and policies, including for investigations of potential violations; (c) detect, investigate, prevent, and address fraud and other illegal activity, or security or technical issues; or (d) protect the rights, property, and safety of our users. Ayoba will never share the MSISDN of Customers with any third party. Ayoba also has no obligation to share the MSISDN of our users who are not your Customers.

13. Availability

13.1. Professional Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures and we make no warranties in this regard. We reserve the right to discontinue some or all of our Ayoba Professional Account Services, in our sole discretion, including certain features and the support for certain devices and platforms. Events beyond our control may affect the Professional Services, such as events in nature and other force majeure events.

14. Limitation of Liability

14.1. You must only use the Professional Services if you have ensured that your use of Ayoba Professional Services complies with all legal and statutory requirements applicable to your Business – it is your sole responsibility to determine your legal obligations. Ayoba Professional Services is not intended for intra-company usage. We also make no representations or warranties that the Professional Services meet the needs of entities regulated by laws and regulations with heightened confidentiality requirements for personal data, such as healthcare, financial, or legal services entities. Businesses must provide all necessary data disclosures and notices (such as maintaining a Privacy Policy or labelling marketing messages). Ayoba is not liable for any acts or omissions by the Business that breach any applicable laws. Businesses must also honour and comply with all Ayoba user requests to stop or opt out of receiving certain or all types of messages from Business. You acknowledge and agree that Ayoba users may block the Business, or report Business actions or messages to us to notify us that Business is violating our terms and policies.

14.2. The Professional Services are provided "as is" and on an "as available" basis with no representations or guarantees as to performance or functionality. To the fullest extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Professional Services or any information or material on it, whether express or implied, including, for example, fitness for purpose, merchantability, freedom from viruses or other contaminating or destructive properties, availability, loss of data or non-infringement.

14.3. You understand and agree that: a) communications sent over the internet are not guaranteed to be completely secure and may be subject to possible interception, monitoring, delay, disruption, loss or alteration; and (b) we are not responsible for, and will have no liability in respect of, any interception or monitoring of communications or Business Content by third parties, or any delay or failure in transmitting communications or Business Content, or loss or alteration of any communications or Business Content sent or submitted through the Professional Services

14.4. To the fullest extent permitted by law, our total liability to you for any losses, damages, liabilities, costs, expenses or charges, whether in contract, tort, including negligence, or otherwise in connection with the Professional Services and these Professional Account Terms will not be greater than USD $50. This means that, in the event that you successfully pursue a claim against us, you will not be able to receive more than USD $50 unless the laws in your country do not allow this.

14.5. To the fullest extent permitted by law, we will not be liable to you for: a) any losses, damages, liabilities, costs, expenses (including but not limited to legal fees) or charges (whether arising in contract, tort, including negligence, or otherwise); and/or b) any indirect, special, incidental or consequential damages or losses, including (but not limited to) loss of revenue, profit, business, reputation, anticipated savings or goodwill, arising from or in connection with a) your use or attempted use of the Professional Services; b) your inability to use the Professional Services; c) any failure, interruption, unavailability, delay, defect, error or omission in the Professional Services; and/or d) any other matters arising otherwise in connection with the Professional Services or these Professional Account Terms, regardless of whether we had been advised of or were aware of the possibility of such losses or damages being incurred.

14.6. Nothing in these Professional Account Terms limits or excludes or limits our liability for fraud or fraudulent misrepresentation, personal injury or death caused by negligence, or any other liability that cannot be limited or excluded by law.

14.7. This clause 14 (as well as every other term and condition in these Professional Account Terms) applies to the fullest extent permitted by applicable laws. You may have additional rights under those laws, which differ from or supplement the rights described above. If this is the case, nothing in this clause 14 (or anything else in these Professional Account Terms) should be interpreted to mean that you have forfeited these rights, whereas the law does not allow this.

15. Indemnity

15.1. Business agrees to defend and indemnify us against any liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other costs and expenses (together “Claim”) suffered or incurred by us as a result of or in connection with: a) any breach by Business of these Professional Account Terms; and/or b) any Business Content Business sends, uploads, submits or otherwise communicates using the Professional Services.

15.2. We have the right to solely control, and Business will fully cooperate in the defence or settlement of any Claim.

16. Suspension and Termination

16.1. We have the right to limit or remove your access to the Ayoba App if you use or operate a service which utilises the Ayoba App in violation of the Professional Account Terms, such as contacting Customers at scale in an unauthorised manner.

16.2. We can, at any time, suspend your Professional Account if in our opinion, (a) there are any security risks or concerns related to your use of the Professional Services; (b) we think or suspect, in our opinion, that the Professional Services have been used fraudulently or in an unauthorised way, or in breach of these Professional Account Terms or the Privacy Policy; (c) there are obligations we have to meet under any laws and regulations; (d) or we consider it necessary in the circumstances.

16.3. We may terminate your right to use the Professional Services and/or delete your Professional Account with immediate effect and within 24 hours prior notice (a) if, in our opinion, you have breached these Professional Account Terms or the Privacy Policy; (b) your actions have created, or are likely to create, harm, risk, or possible legal exposure for us, or Customers; or (c) whenever we may otherwise consider it necessary in the circumstances.

16.4. Businesses may contact us using our complaints system at support@ayoba.me to clarify the reasons for our termination or suspension of your Professional Account.

16.5. If we are able to resolve the issue in your favour, resulting in reactivating your account, then we will reinstate your Professional Account to you within a reasonable time.

16.6. If we terminate your account for violations of relevant Professional Account Terms, we may prohibit you from all future use of Ayoba products and services. Upon termination, we will remove your account profile from your Professional Services account and all associated personal data will be deleted.

17. Abnormal and unforeseen circumstances

17.1. We are not responsible if we do not comply with any of these Professional Account terms, or if the Professional Services malfunctions or does not operate as expected: a) due to circumstances beyond our reasonable control; or b) due to our obligations under any laws or regulations.

18. Confidential Information

18.1. Our communications with you may contain Ayoba confidential information. Ayoba confidential information includes any of our materials, communications, and information that we provide to you or your Business that are marked confidential or that would normally be considered confidential by a reasonable person under the circumstances. If you receive any such confidential information, you will not disclose it to any third party without our prior written consent. Ayoba's confidential information does not include information that you independently developed, was rightfully given to you by a third party without a confidentiality obligation, or became public through no fault of your own. You may disclose Ayoba confidential information when compelled to do so by law if you provide us reasonable prior notice unless a court order that we do not receive notice.

19. Publicity

19.1. Except as permitted by us, Business will not make any public statements regarding these Professional Account Terms and Business’ relationship with us. Business agrees to cooperate with us in responding to any customer, press, or governmental inquiries that either party may receive, in the manner directed by us.

20. Governing law

20.1. These Professional Account Terms and any dispute or claim (including any non-contractual disputes or claims) arising from or in connection with them, or their subject matter or formation, will be governed by and interpreted in accordance with the laws of England and Wales.

20.2. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) arising from or in connection with these Professional Account Terms or their subject matter or formation.

20.3. The Professional Services will not be used in any country where such distribution or use would violate local law. We reserve the right to limit our Ayoba Professional Services in any country at any time, to the extent permissible by applicable law.

21. Additional provisions

21.1. If, for any reason, we fail to enforce any right or remedy under these Professional Account Terms, this will not constitute a waiver of, and will not restrict in any way, our right to exercise that or any other right or remedy.

21.2. If any provision of these Professional Account Terms is found to be illegal, void, invalid or unenforceable (in whole or in part) by any law, rule, order or regulation or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability will not have an effect on the other part of that provision or the other provisions of these Professional Account Terms which will remain in full force and effect.

21.3. Unless a mutually executed agreement between us and the Business states otherwise, these Professional Account Terms make up the entire agreement between us and the Business regarding the Professional Services and supersede any prior written or oral agreements.

21.4. You may not novate, assign, cede, delegate, or otherwise transfer any of your rights or obligations under these Professional Account Terms to anyone else without our prior written consent, and any attempt to do so is void.

22. Contact us

22.1. If you want to contact us for any reason, please email our customer support team at support@ayoba.me.

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