TERMS OF USE

Gateway Ltd(collectively, “we”, “us” “our” “the company”, “Company” or “Gateway”) provides you access to the Gateway’s product(s) and services (defined below) which is subject to the terms and conditions described in this document (this “Terms of Use/Service) and any other guidelines, rules or licenses issued or posted in connection with the usage of our products and services.

These Terms of Service/Use(this “Agreement” or the “Terms”) govern your access and use of our website where the Terms posted are (the “Site”), our mobile applications(the “App”), our APIs and other related content, (this includes the Site and the App, “Product” or “Products”).

THESE TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN INSTANTANEOUS COURT ACTION OR CLASS ACTIONS. PLEASE READ THEM CAREFULLY.

By downloading, installing, or using the Products in any manner, you agree to these Terms and you agree to comply with and be bound by any specific applicable regulations, supplemental, or third-party licenses or terms when using any of our Products.

IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THESE TERMS, IT IS BEST YOU DO NOT ACCESS THE APP OR YOU MAY IMMEDIATELY STOP USING THE PRODUCTS, AND CANCEL ANY ACCOUNT CREATED.

These Terms were originally drafted in English. If there is any conflict between the English-language version of these Terms and a version translated into another language, the English-language version will prevail.

If you have questions, or complaints with respect to these Terms or our Products, or if these Terms are not clear enough, kindly visit the support page or send an email to our support desk at [email protected]

1. User Accounts

Before using our products, you need an account for most activities on our platform, including accessing content, using any of our services, or purchasing badges in our NFT Marketplace. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address.

We may ask you to confirm your registration information (such as your email address) to continue using the Product. If you choose not to do so, your access to the Product may be restricted or terminated.

When you choose a username or otherwise create a nickname, you agree not to use any name that is unlawful, fraudulent, deceptive, harmful, defamatory, inaccurate, abusive, offensive, threatening, hateful, violent, harassing, discriminatory or racist, or any name that infringes or violates another person’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You agree not to impersonate any person or misrepresent your identity or affiliation with any person. You further agree not to purchase, sell, rent or give away your account.

You further agree that you have complete responsibility for your account and everything that happens on your account, including any harm or damage (to us or anyone else) caused by someone using your account without your permission. This implies that you must prioritize the safety of your password. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that user will be closed.

You may not share your account or registration credentials with anyone. You are responsible for what happens with your account and Gateway will not intervene in disputes between individuals who have shared account login credentials. However, if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure of your registration information, you must immediately notify us or modify your registration information. Please always remember that you are solely responsible for maintaining the confidentiality of your registration information, and you will be responsible for all uses of your registration information, including purchases, whether or not authorized by you.

2. Eligibility

OUR PRODUCTS ARE NOT AVAILABLE TO INDIVIDUALS UNDER THE AGE OF 16.

If you are over the age of 16 you can use our products, but if you are under the legal age of majority in your state of residence, your parent or guardian must review and agree to be bound by these Terms on your behalf and must supervise your use of the Products.

HENCE, YOU MAY NOT ACCESS OR USE THE SITE, ACCESS OR USE ANY PRODUCTS IF YOU (A) DO NOT AGREE TO THESE TERMS OF SERVICE, AND OUR PRIVACY POLICY (B) ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US OR YOUR PARENT OR LEGAL GUARDIAN HAS NOT AGREED TO THESE TERMS OF SERVICE AND YOUR USE OF OR ACCESS TO THE PRODUCTS, OR (C) ARE PROHIBITED BY APPLICABLE LAW FROM ACCESSING OR USING ANY PRODUCT.

Where we discover that you have created an account that violates these rules, we shall immediately terminate your account without recourse

3. Modifying or Updating our Services.

We reserve the right to change, update, or modify these Terms of Use at any time, at our sole discretion. In such cases, we will notify you of any material changes to the terms and conditions of this Terms of Use or to any service or other feature of the Services. For example, by revising the date at the top of the updated Terms, or by sending an email notifying you of such update or modification, or as a pop-up or push notification within the Products and you must accept such changes in order to continue your use and access to our products. Equally, it is your responsibility to review the Terms regularly and to check the Product for updates.

Any change or modification to this Terms of Use will be effective immediately upon posting by Gateway on its Websites or applications, or as of the date indicated in the updated Terms of Use. By continuing to access or use our Product after updates become effective, you agree to be bound by the updated Terms. If you do not agree to the updated Terms, you must immediately stop using our Products, uninstall and delete any copies in your possession, cancel your subscription, and delete any account with us.

Finally, we may also update, change, suspend or discontinue any of the Products (or any part, content, or feature) at any time, with a 72 hours notice and without liability to you or anyone else.

4. Privacy Policy

In connection with your use of the Services, we may collect, store, use, share, and/or process certain information about you and your interaction with our Services. For further explanation on how we treat information collected and received from you when you use the Services and/or participate in our Online Courses, please see our Privacy Policy.

5. User Conduct Policy

You agree that you will not, and will not permit any person accessing the Products using your account to;

➔ Use the Products in any manner not permitted by these Terms.

➔ Use the Products for any purposes prohibited by applicable laws or regulations, or in any manner that violates or infringes upon the rights of others.

➔ Import, submit, upload, insert, create, publish, post, communicate, or transmit to others in any way whatsoever, any unlawful, fraudulent, deceptive, harmful, defamatory, inaccurate, abusive, sexual, obscene, offensive, threatening, hateful, violent, harassing, discriminatory or racist content, any content that promotes or incites any of the foregoing, or any content that infringes or violates another person’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity).

➔ Copy or modify the Products (except as expressly permitted by these Terms).

➔ Use the Products in a manner that interferes with, degrades, or disrupts the integrity or performance of any of our networks, technologies, products, or services.

➔ Use any data mining or similar automated or manual data extraction, gathering, or scraping methods in connection with the Products.

➔ Circumvent, bypass, defeat, modify, tamper or disable any content protection system, digital rights management, security feature, or functionality in the Products.

➔ Set up multiple User Accounts

➔ Reproduce, duplicate, copy, sell, resell, display, publish, transfer, distribute, create derivative works of, or exploit for any commercial purposes any portion of the Services, the Online Courses, any Content (as defined below), or any other aspect of our operations, other than as expressly allowed under this Terms of Use;

➔ Reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Services;

➔ Use Gateway’s name, trademarks, service marks, or other materials in connection with, or to transmit, any unsolicited communications or emails;

➔ Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym or misrepresenting your affiliations with a person or entity, past or present;

In addition, you may not post, upload, or transmit to or otherwise make available through the Services any content, communications, or other information (collectively, "Unauthorized Content"):

• that is obscene, fraudulent, indecent, or libellous or that defames, abuses, harasses, discriminates against or threatens others;
• that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful components intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information
• that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• that infringes the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party;
• that violates the rights of other Users of the Services; or
• that violates any applicable local, state, national or international law or otherwise advocates or encourages any illegal activity.

You may only share the User Content that is non-confidential and you have all necessary rights to disclose. You may not upload, edit, create, store or share any User Content that:

• Is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent.
• Would constitute, encourage or provide instructions for a criminal offence, violate the rights of any person, or otherwise create liability or violate any local, state, national or international law.
• Sexualizes other people. including minors or that is intended to facilitate inappropriate interactions with minors, other users, or the public.
• May infringe, misappropriate or violate any patent, trademark, trade secret, copyright, or other intellectual or proprietary rights of any person.
• Contains any private or personal information of any person without such person’s consent.
• Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying Gateway, or that may expose us or others to any harm or liability of any type.

6. Gateway’s Intellectual Property Rights.

The Services are owned and operated by Gateway. All content or other material available through our services, including, but not limited to, information on the Websites, online lectures, speeches, video or other lessons, applications, pre-assessments and assessments, badges, quizzes, presentation materials, homework assignments, programming assignments, programs, code, licenses, and other images, text, layouts, arrangements, displays, illustrations, documents, surveys, materials, audio and video clips, HTML, and files (collectively, the "Content"), are the property of Gateway and/or its affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual property rights under Nigerian and foreign law.

Gateway logos, trademarks, and service marks which may appear on the Website(s), throughout the Services, and in Online Courses ("Marks"), are the property of Gateway and are protected under Nigerian and foreign laws. All other trademarks, service marks, and logos used on the Services, with or without attribution, are the trademarks, service marks, or logos of their respective owners. In addition, elements of the Services are protected by trade laws and other federal and state intellectual property laws and may not be copied, reproduced, downloaded, or distributed in any way in whole or in part without the express written consent of Gateway.

From time to time, Gateway may include software, code, instructions, or other such information in the Content or materials for the Services; any such information is provided on an "as-is" basis for instructional purposes only and is subject to the Disclaimer of Warranties and Limitation of Liabilities sections below and other terms herein. Any use of such information for commercial purposes is strictly prohibited. Gateway and/or its affiliates and licensors reserve all rights not expressly granted herein to the Services, Content, and Marks.

7. Communities, Blog, and Chatroom Services.

You may be able to post messages to and interact with other Users, Gateway staff or Gateway service providers through, User’s private and public communities, chat rooms, or blogs within the Services, in connection with your participation in any Online Courses Your use of these Forums, chat rooms is subject to and governed by these Terms of Use. By using any of the communications methods available on the Online Courses, you acknowledge and agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications sent to or received from third-party service providers or other third parties are not endorsed, sponsored or approved by Gateway in any manner (unless expressly stated otherwise by Gateway) and (c) communications are not pre-reviewed, post- reviewed, screened, archived or otherwise monitored by Gateway in any manner.

Although Gateway reserves the right to do so at any time at its sole discretion in accordance with this Terms of Use. You acknowledge and agree that any Services Gateway provided to you via such Forums or chat room services may be monitored or recorded for quality control purposes and that the information or material provided as part of the services is considered "Content" under this Terms of Use and is provided for educational purposes only. And such content must comply with the Users Conduct Policy stated above in these Terms of use. Equally, users are completely liable for whatever decision they make from content posted in chatrooms and forums.

8. Payment Terms.

a. Gateway offers paid Services (e.g., skill learning cohorts, NFT Badges) for a fee. Unless otherwise stated, fees are quoted in local currency. You are responsible for paying all fees charged by Gateway and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms(which will be expressly mentioned or stated). Fees may vary based on your location and other factors, and Gateway reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services.

b. You agree to pay the fees for content, especially for badges that you purchase, and you authorize us to charge your debit or credit card or process other means of payment for those fees. Gateway calls the API of payment service providers to offer you the most convenient payment methods in your country and to keep your payment information secure. We may update your payment methods using the information provided by our payment service providers. Equally, when you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the content you are enrolling in, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any content for which we have not received adequate payment.

c. If the badge or the content you purchased is not what you were expecting, you can request, within 7 days of your purchase of the badge or content, that Gateway apply a refund to your account. Kindly take note that no refund is due to you if you request it after the 30-day guarantee time limit has passed.

9. Disclaimer of Warranties.

It may happen that our platform is down, either for planned maintenance or because something goes down with the site. It may also happen that we encounter security issues. OUR PRODUCTS RELY ON EMERGING TECHNOLOGIES, SUCH AS NEAR BLOCKCHAIN PROTOCOL. AND THESE PROTOCOLS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY OR FAILURE TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES.

YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT GATEWAY WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.

These are just examples. You accept that you will not have any recourse against us in any of these types of cases where things don’t work out right. In legal, more complete language, these Services are provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of a course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither the Company nor any of the company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

10. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL GATEWAY BE LIABLE TO THE USER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS TERMS OF USE (INCLUDING ANY BREACH OF SECURITY OR DATA LOSS OR USER’S RELIANCE ON OR USE OF ANYTHING LEARNED IN ANY ONLINE COURSE IN ANY MANNER) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS OR INACCURACY OF DATA OR DOCUMENTS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. GATEWAY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE WILL NOT EXCEED THE GREATER OF TWENTY U.S. DOLLARS ($20) OR THE FEES RECEIVED BY GATEWAY FROM THE COMPLAINING USER FOR THE USE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, A USER’S USE OF CODE OR SKILLS LEARNED DURING ON AN ONLINE COURSE WHICH USER UTILIZES IN ANY MANNER); THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION. THE PARTIES ACKNOWLEDGE THAT THIS CLAUSE REFLECTS THE AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT GATEWAY WOULD NOT ENTER INTO THIS TERM OF USE OR MAKE THE SERVICES AVAILABLE TO THE USER WITHOUT THESE LIMITATIONS ON LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AS NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

11. Force Majeure

We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, smart contract bugs or weaknesses, technological changes, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophes, or any other occurrences which are beyond our reasonable control, and shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.

12. Indemnity.

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from (a) your access and use of this product; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of this product with your assistance or using any device or account that you own or control.

13. Suspension and Termination of Rights

We may suspend or terminate your access to any portion or all of the Products for any reason, including if: (a) we reasonably determine that there is a threat or attack on any of our services or systems, or any data stored thereon; (b) your use of the Products disrupts or poses a security risk to us or any of our customers or vendors; (c) you are using the Products for purposes of engaging in, or your account is being used to engage in, fraudulent or illegal activities; (d) our provision of the Products to you is prohibited by applicable law or regulation; or (e) any of our vendors restricts, suspends, or terminates our access to one or more Third-Party Services or Third-Party Materials that are required for the provision of or access to the Products. We will use reasonable efforts to provide notice of any suspension of the Products to you and to provide updates regarding the resumption of access to the Products following any Product suspension. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences resulting from a Product suspension; (f) when there is a breach of the express provisions of section 5.

These Terms are effective until terminated by us, at our sole discretion, at any time and without notice, or until you stop using our Products, uninstall and delete all copies in your possession, cancel your account, and cancel all active subscriptions. You may stop using the Products at any time. Your rights under these Terms will terminate automatically if you fail to comply with any of its provisions. Upon termination of these Terms, you must cease all use of the Products and uninstall and delete all copies in your possession.

Upon expiration, termination, or cancellation of these Terms for any reason, all rights, and obligations of both parties to these Terms, will immediately terminate. The provisions of these Terms that are by their nature intended to survive termination or expiration of these Terms, will survive.

14. Copyright Infringement and Claims

Gateway respects the rights and intellectual property of others, and we ask our Users to do the same. If you believe that your product or other work has been misrepresented or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Gateway’s Copyright Agent with the following information:

• a description of the product, work or other intellectual property that you claim has been misrepresented or infringed; a description of where and/or specific link to the material that you claim is misrepresenting or infringing your product, work or other intellectual property is located on the Learning cohorts, Online Courses;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the product, work, copyright or intellectual property, or its agent, or applicable law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the product, work, copyright or intellectual property owner or authorized to act on such owner’s behalf; and
• an electronic or physical signature of the person authorized to act on behalf of the owner of the product, copyright or other intellectual property interest.

Gateway’s Copyright Agent for notices of disputes or claims of copyright or other intellectual property infringement can be reached as follows:

15. Governing Law

These Terms, and any dispute, claim (including non-contractual disputes or claims), or matters arising out of or in connection with these Terms will be governed by and construed in accordance with, the substantive laws of the Federal Republic of Nigeria excluding any conflict-of-laws rule or principle that might refer the governance or the construction of these Terms to the law of any other jurisdiction.

16. Arbitration Provision

Legal Disputes and Arbitration Agreement Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

a) We are available by email at [email protected] to address any concerns you may have regarding these Terms or your use of the Services. Most concerns may be quickly resolved in this manner. Each of which you and we agree to use our best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

b) If we aren't able to reach an informal resolution within ninety (90) days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

The parties agree to arbitrate any dispute arising from this Agreement or your use of the Services on an individual basis. ARBITRATION PREVENTS YOU FROM SUING IN COURT. THE PARTIES HEREBY EXPRESSLY WAIVE DISPUTE RESOLUTION USING THE COURT SYSTEM IN THE FIRST INSTANCE.

c) Any claim or controversy arising out of or relating to our product, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the Arbitration Procedures using our MULTI-DOOR COURT ARBITRARY SYSTEMS IN LAGOS OR ABUJA using the proper language of the court. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to Arbitration rules obtainable in Nigeria. The arbitration will be held in Nigeria unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND GATEWAY WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

d) Class Action and Class Arbitration Waiver. You and Gateway individually and collectively further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and Gateway expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provision set forth above in this Section shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

e) Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in this Section do not apply, or if you have opted out of arbitration, or the dispute was not resolved by arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Lagos Nigeria.

17. Badges.

During the usage of our products, users are rewarded with badges, the following terms are applicable to usage and functionalities of the badges:

01. The badges are exclusively owned by Gateway, but are given or issued to users as rewards for completing a course or participating in a contest.

02. The issuance of badges as rewards can be stopped at any time by Gateway.

03. Badges are completely held on behalf of users on the Gateway app or websites.

04. To unlock the full functionalities of the Badges which are Non-Fungible Tokens(NFT(s)), the badges can be minted in our NFT marketplace or any marketplace the user prefers.

05. Users can sell or trade their badges in our NFT Marketplace, and prices are completely determined by the user, however, Gateway shall take 5% off for every sale of badges subject to frequent changes

06. NFTs minted, purchased, and owned by users are held and managed by Gateway on behalf of the user until users request a transfer of the NFTs into a separate wallet 07. Users can equally create membership-based communities and use their custom badges as a means to access the group. (However, this provision should be read side by side with section 7 of this terms of use.

18. Notice and Feedback.

Any notices or other communications provided by us under these Terms, including those regarding modifications to it will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your account and your use of the Services.

19. Third-Party Resources and Promotions

The user interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our or their product. We do not endorse or assume any responsibility for any of such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

20. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.