### Terms and conditions

Last Updated: April 16, 2020

These Terms and Conditions ( “Terms” ) govern your use of the Gaxalife Application ( “Gaxalife App” ), platform, and affiliated content, which are copyrighted works belonging to Gaxalife Ltd. (d/b/a Gaxalife), a Nigeria corporation (“Gaxalife” ), to sign up as a personal shopper or delivery provider and/or provide such services through the Gaxalife Platform (as defined herein). Your provision of any personal shopping and/or delivery services are subject to the Independent Contractor Agreement between you and Gaxalife, including its subsidiaries or affiliates; or, if you are using the Gaxalife App in the course of your employment, the provision of any personal shopping and/or delivery services are subject to your employment agreement or your employer’s agreement with Gaxalife, including its subsidiaries or affiliates (each agreement may be referenced in these Terms as the “Agreement” and such terms regarding the Agreement are only applicable if you or your employer have entered into one).

Before using the Gaxalife App, you are required to read, understand, and agree to these Terms. By using the Gaxalife App, you agree to be bound by these Terms and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Gaxalife’s driver and Gaxalife Applicant Privacy Policy.

1. DEFINITIONS

1.1. The “Gaxalife App” shall mean the software provided by Gaxalife Ltd, to be used on Apple iOS and Android OS devices and any upgrades from time to time and any other software or documentation which enables the use of the Gaxalife App. The Gaxalife App allows you to submit your information to sign up to provide services through the Gaxalife Platform and to receive information to enable your performance of “Services” which shall mean share ride and/or delivery services through the Gaxalife Platform pursuant to the Agreement.

1.2. The “Gaxalife Platform” is Gaxalife’s technology that provides a communications and platform that enables consumers who seek Services from partner members in their area to be matched with individuals or third party providers interested in providing those services.

1.3. “Device” shall mean a mobile device capable of running the Gaxalife App.

2. PROPRIETARY RIGHTS AND LICENSES

2.1. All trademarks, copyright, database rights, patent, and other intellectual property rights of any nature in the Gaxalife App together with the underlying software code, its affiliated content (which may be accessed outside of the Gaxalife App on Gaxalife-controlled webpages), and any and all rights in, or derived from the Gaxalife App or the Gaxalife Platform are proprietary and owned either directly by Gaxalife or by Gaxalife’s licensors and is protected by applicable intellectual property and other laws. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Gaxalife App in compliance with these Terms and the Agreement. No portion of the Gaxalife App may be reproduced in any form or by any means, except as expressly permitted in these Terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Gaxalife App in any manner, and you shall not exploit the Gaxalife App in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.

2.2. Gaxalife hereby grants you a non-exclusive, non-transferable, non-sublicensable, worldwide, and perpetual revocable license to use the Gaxalife App for your lawful use in accordance with these Terms and the Agreement on your Device. Gaxalife retains all rights, title, and interest in and to the Gaxalife App, the Gaxalife Platform, and its other intellectual property. This license starts on the date that you accept these Terms and install or otherwise use the Gaxalife App. The license ends on the earlier date of your disposal of the Gaxalife App or Gaxalife’s termination of the license in accordance with these Terms or the Agreement.

2.3. The Gaxalife App may request from you any feedback, including but not limited to product or retailer information, or images of receipts or products (“Feedback” ). You agree that such Feedback shall be the exclusive property of Gaxalife and that you will sign all documents necessary to confirm or perfect the exclusive ownership of Gaxalife to the Feedback. You further agree not to enforce, and otherwise waive to the fullest extent legally possible any moral rights that you may have now or in the future in respect of the Feedback and, to the extent Gaxalife is not recognized as the owner of Feedback, you agree to grant Gaxalife a worldwide, perpetual, irrevocable, royalty-free, fee-free, fully transferable and sub-licensable license to use, exploit, or modify the Feedback in any way and for any purpose without payment to you.

3. CONDITIONS OF USE

3.1. When signing up to be a user of the Gaxalife Platform, your information will be used to create an account. You may not sign up more than once. You will take all reasonable steps to protect your log in details and keep them secret, including any access codes you may be sent to access your account. You are responsible for all activities performed using the Gaxalife App whether the access is authorized by you or not.

3.2. You may use the Gaxalife App in accordance with the following conditions:

a. Pursuant to the Agreement, with the terms of service of the relevant digital storefront where you obtained the Gaxalife App, including but not limited to the Apple iOS App Store and the Google Play Store, in accordance with any applicable third party terms of agreement using the Gaxalife App, and per any applicable law, rule, and regulation.

b. You may only use the Gaxalife App in countries and territories where Gaxalife’s services are available to customers.

c. You must provide Gaxalife information that is true, accurate, and complete at all times and you may not impersonate any other person in your use of the Gaxalife App or the Gaxalife Platform or post another person’s personal information, data, content, or materials through the Gaxalife App or the Gaxalife Platform without the person’s consent.

d. You may not rent, lease, sell, transfer, redistribute, or sublicense the Gaxalife App.

e. You may not use or promote the use of any form of modifications, exploits, or other unauthorized means to interfere with, or gain undue advantage in your use of the Gaxalife Platform.

f. You may not attempt to disrupt or burden the normal operation of the Gaxalife Platform, or any of Gaxalife’s infrastructure or any of Gaxalife’s other business activities.

g. You may not make any automated uses of the Gaxalife App or the Gaxalife Platform or gain any other unauthorized access therewith.

h. You may not attempt to decompile, reverse engineer, disassemble, hack, defeat, or overcome any of Gaxalife’s software, encryption technologies, or security measures or data transmitted, processed or stored by Gaxalife.

3.3. Gaxalife’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

4. DISCLAIMER AND LIMITATION OF LIABILITY

4.1. THE Gaxalife APP AND Gaxalife PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Gaxalife DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Gaxalife MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE Gaxalife APP OR Gaxalife PLATFORM, OR THAT THE Gaxalife APP OR Gaxalife PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

4.2. Gaxalife SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO THE Gaxalife APP OR Gaxalife PLATFORM, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN TRANSMITTING, RECEIVING, ORIGINATING, TERMINATING, AND/OR DELIVERING INFORMATION REGARDING THE SERVICES. Gaxalife SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFIT OR REVENUES, EVEN IF Gaxalife HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Gaxalife IS NOT LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO YOUR USE OF YOUR INABILITY TO ACCESS, OR YOUR DIFFICULT IN ACCESSING, THE Gaxalife PLATFORM THROUGH THE Gaxalife APP. Gaxalife IS NOT LIABLE FOR ANY CHARGES YOU MAY INCUR IN USING THE Gaxalife APP. Gaxalife SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS AND ACCESSED THROUGH THE Gaxalife APP OR BY ANY OTHER MEANS. Gaxalife SPECIFICALLY DISCLAIMS ANY LIABILITY OF ANY KIND FOR COSTS OR DAMAGES ARISING OUT OF PRIVATE OR GOVERNMENTAL LEGAL ACTIONS RELATED TO YOUR USE OF ANY OF THE Gaxalife APP OR Gaxalife PLATFORM IN ANY COUNTRY.

5. CHANGES AND UPDATES

5.1. Gaxalife may make changes to these Terms from time to time. When Gaxalife does so, Gaxalife will post the most current version of the Terms and, if a revision to the Terms is material, Gaxalife will notify you of the new Terms (for example, by email or a notification on the Gaxalife App). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the Gaxalife App.

5.2. You understand that, Gaxalife may, at its sole discretion, provide updates and changes to the Gaxalife App and Gaxalife Platform and that it is your responsibility to update the Gaxalife App when updates are available. Gaxalife is not liable for any loss that you may suffer as a result of your failure to update.

6. CONTACT INFORMATION

6.1. If you have questions about signing up or performing your Services as a partner, please email us at support@getndrop.com