South Africa – Terms and Conditions of Use of the Marketplace 1. General These Terms and Conditions of Use of the Marketplace (“Terms”) are a binding legal agreement between you and RedCloud (the “Contract”) that governs your use of the website https://marketplace-zaf.redcloudtechnology.com (“Site”) and its applications for mobile devices (collectively, the “Marketplace”). The Terms may be updated from time to time at the sole discretion of RedCloud. When used in these Terms, “RedCloud,” “we,” “us,” or “our,” refers to the RedCloud entity with whom you are contracting and includes their successors and any person to whom rights have been assigned under this Contract.  The Marketplace is operated by RedCloud Technologies (PTY) Ltd, trading as RedCloud. RedCloud is registered in South Africa under the number 2021/158791/07 and its registered office is located at: 2nd floor, block 2, Northgate Park, Cnr Section Street and Koeberg Road, Paarden Eiland, 7405, Cape Town, Western Cape. All notices relating to the Services herein provided, should be sent to the following address: customercare.za@redcloudtechnology.com 3. Please read the Terms carefully before using the Marketplace. By creating an Account and accessing and using the Marketplace, the User accepts and acknowledges that the Terms are mandatory and binding. In case the User does not agree with the Terms, the User must refrain from using the Marketplace. 4. The User agrees to use the Marketplace for lawful purposes, respecting the applicable laws and regulations and in no way shall use the Marketplace or its content for purposes contrary to the law or the policies of the Marketplace which may be issued or amended by RedCloud from time to time at its sole discretion or in any other way that may affect its operation, security and/or information contained therein. 5. RedCloud reserves the right to accept your adherence to these Terms and reserves the right to use its discretion in the exercise of its prerogatives in accordance with the law. 2. Services The Marketplace is a B2B online intermediary services shopping platform that allows for: (i) purchase transactions between Sellers and Buyers (the “Users”) for ordering and paying for products online (“Marketplace Services”), (ii) payment transactions between the Users, including the ability to send credits backed by funds held by Users on their Account as means of payment (“Payment Services”), (iii) accessibility of data of Users and their transactions using the Marketplace (“Data Services”) and (iv) strategic marketing campaigns (“Marketing Services” and altogether, the “Services”). Transactions to be performed within the Marketplace are B2B and therefore are not aimed to connect Sellers with final consumers. 2. RedCloud acts as a data controller regarding the processing of data of Users. RedCloud processes personal data in connection with sales and purchases made by Users to provide Data Services and collect other data, figures and relevant information for the provision of Marketing Services. Users hereby consent to such collection and usage of data in accordance with these Terms and the Privacy Policy of the Marketplace. Please also refer to the Privacy Policy. 3. The Marketplace is only available to individuals or legal entities that meet the following requirements: (i) have legal capacity to contract and eventually sell and/or acquire Products (as defined below) through the Marketplace; (ii) that have subscribed to the Services of the Marketplace and either sell products in their role manufacturing companies and/or distributors (the “Sellers”) or sell products in the regular course of business as merchants (the “Buyers”); and (iii) are not final consumers. Users who do not comply with the aforementioned requirements or who have been rejected and/or temporarily suspended or definitively disqualified from accessing the Marketplace by us shall refrain from accessing it. 4. This Marketplace is available in the territory of South Africa (when referring to Sellers) and/or where the store is located (when referring to Buyers) and is not intended to be accessed from any jurisdiction of any state, country, or territory other than the aforementioned. Neither us nor the Sellers make any representation or warranty that the Marketplace or any of the products are suitable or available for use, purchase, delivery, or sale in other locations. 3. Registration To use the Services of the Marketplace, Users must register by creating an access account and providing login name and password details, name, email address, postal address, information related to the payment of the Services and any other information that may be reasonably required by us (the “Account”) and agreeing to these Terms. All information provided by the Users shall be accurate and valid at all times and any change shall be immediately notified to us. The Account will allow the User to use the Marketplace and access the Services. Users will access their Account through a username and a personal password to be chosen by the User, which shall be kept confidential. The Account is unique non-transferable. In the event that we detect different Accounts containing the same or related data, we may cancel, suspend or disable them. Additionally, any User who is verified to operate with more than one Account will be blocked and will no longer be able to use the Marketplace. 2. RedCloud may use reasonable efforts to verify the identity of the User and the data entered at the time of the registration. RedCloud is not responsible for the veracity or accuracy of the data provided by the Users. RedCloud reserves the right to request additional proof and/or data for the purpose of corroborating the data reported by the User, as well as suspend and/or temporarily or permanently disable those Users whose data could not be verified. Additionally, RedCloud reserves the right to suspend Users temporarily or permanently in case of breach of the Terms. 3. Users agree to maintain the confidentiality of their name and password and any other Account’s settings. The User agrees to immediately notify us of any unauthorized use of their Account, and to hold RedCloud harmless if this causes any damage to us or to third parties. 4. Marketplace Services The Seller must offer for sale products and promote the Services in the appropriate categories and subcategories and Buyers may purchase through the Marketplace products marketed directly by the Sellers (the “Products”). Descriptions of the Products may include descriptive texts, graphics, photographs and other contents and conditions relevant to the sale of the Products, provided that they do not violate any third party rights, applicable law, provision of this Contract or RedCloud policies. 2. The Seller must comply with all relevant regulatory obligations such as registrations, authorizations, permits and/or authorizations required by the applicable regulations for the Products and Services offered, as well as with any mandatory product information to be included in the relevant offers pursuant to applicable regulations. RedCloud shall be entitled to delete any offer that does not comply with legal requirements, but has no obligation to check offers for admissibility. 3. In addition to these Terms, the Buyers agree by purchasing a Product to be bound by the terms and conditions of sale included in the publication displayed in the Marketplace, to the extent that such terms and conditions do not violate the applicable laws or policies of RedCloud. The offer to purchase a Product is irrevocable. Purchase offers will only be considered valid once they have been processed by the Marketplace and received by the Seller. 4. Once the Buyer has selected the Products for purchase, such Products will be included in the Buyer´s shopping cart. At the end of the selection process, the Buyer must confirm his purchase and enter the place and method of delivery or pick-up, as offered by the Seller, and method of payment (the “Order”). After the Order is confirmed, it will be forwarded to the Seller for approval (who may accept the Order or modify the terms of the Order or reject the Order, at its sole discretion). Upon acceptance of the Order, the Marketplace will automatically inform the Buyer. The Products purchased through the Marketplace shall be subject to the dispatch and delivery conditions offered by the Seller chosen by the Buyer and available on the Marketplace and RedCloud will have no liability whatsoever regarding such dispatch and delivery or pick up, as applicable. In case of receipt of damaged or defective Products, the Buyer may make the corresponding claim to the Seller if the seller’s terms and/or applicable law allow for this. 5. The form of payment for Products purchased on the Site may be performed by: (i) credit or debit card, (ii) the payment platform “Red101” or (iii) such other means of payment as may be enabled by the Marketplace and accepted by Sellers in the future. 6. The Buyer shall pay the price approved by the Seller when accepting the Order and, if applicable, the shipping and delivery costs. The Seller shall issue the corresponding invoice to the Buyer, this being the only invoicing method available for purchases through the Marketplace. 7. By accepting these Terms, the Buyer acknowledges and agrees that the purchase and sale transaction it enters into with the Seller may be governed by additional conditions that will be provided by the Seller from time to time. The Marketplace and RedCloud will not be liable for any aspect of the transaction between the Buyer and the Seller, including but not limited to the terms agreed between the Buyer and the Seller, the payment by the Buyer and/or any defect in the Products or Services provided by the Seller. 5. Acceptance of Orders All Orders are subject to the condition precedent that the Seller validates the transaction and accepts it. To validate the transaction, Seller shall verify: (a) that it has, at the time of receipt of the Order by the Buyer, the Products in stock; (b) that it validates and accepts the amount and means of payment offered by the Buyer; and (c) any other aspect relating to the Order (including but not limited to delivery method). If an Order includes Products from different Sellers, such Order will be divided in sub-orders and each of the sub-orders redirected to the relevant Seller, who will proceed with the abovementioned acceptance. Buyers acknowledge and agree that Orders might only be partially accepted or rejected in full from time. 2. The Buyer acknowledges and agrees that Orders may be rejected and/or suspended in certain cases even after the Order had been accepted. In this regard, the Marketplace may not be able to proceed with certain processing, in the following cases, without limitation: (a) when the Product ordered is not available; (b) when the payment service provider does not authorize payment of the price or payment has not been made for any reason whatsoever (if such means of payment is available on the Marketplace); or (c) when Buyers do not meet the ordering criteria specified in these Terms. In addition, in the event of force majeure or logistical difficulties in shipping to certain areas, the Marketplace and the Seller reserve the right to cancel an Order and/or apply exceptional terms and conditions. The Marketplace will automatically give notice of cancellation and/or application of exceptional terms and conditions as soon as possible after an Order is placed. Seller shall be independently and entirely responsible for the refund, cancellation and post sales support of any Products or Services sold within the Marketplace. 6. Fees For each Order, RedCloud will charge a fee between 4% and 10% of the total price of all Products or Services sold in that transaction (the “Fee”) or any differing remuneration as agreed in the Commercial Agreement. As per the separate Commercial Agreement certain Sellers may agree to sponsor the fees of some or all Buyers in certain territories subject to additional terms. The applicable Fee will be billed on a monthly basis to the corresponding Seller. 2. The Price includes costs of implementation and professional technical and business support. The Price includes fees for the use of the payment services covering cash digitization. It does not include any third-party payment processing fees such as Visa/Amex, etc. 7. Invoicing RedCloud will invoice the Company on the last day of each month for Services performed within the course of that month. RedCloud’s payment terms are that its invoices are payable when received by you. The Company agrees to pay RedCloud’s invoices when it receives them. 8. Means of Payment The Marketplace has different suppliers in charge of the payment service. If the Users share credit or debit card information in the Marketplace and make it available to those suppliers or entities responsible for the collection, the respective User authorizes them to debit from the provided credit or debit card charges incurred in the Marketplace. 2. The Users expressly consent to the use of credit available in the RedCloud wallet as one of the methods for the payment of the Products or Services offered. 3. Users may deposit money into their Account (the “Credit”) as a result of (i) transactions made through the Marketplace and (ii) through enabled debit cards and extra-bank collection networks or using any other means that may be indicated by the Marketplace in due course . The Credit will be credited to the User’s Account in accordance with the rates, taxes and discounts applicable and the mechanisms and rules determined by RedCloud and accepted by the User through these Terms. The User may use the Credit to perform the transactions described in accordance with the provisions of these Terms. 4. The Marketplace may offer and implement additional payment services, for which separate terms and conditions apply. 9. Applicable Taxes It shall be the User’s sole responsibility to determine which taxes, if any, apply to the sale of Products, and it is the User’s sole responsibility to remit the correct tax to the appropriate tax authority. Users agree to pay all applicable taxes to the relevant authorities. To the extent required by such tax authority, RedCloud may make withholding to cover such taxes and pay such taxes to the appropriate tax authority. The User shall indemnify and hold RedCloud harmless for any claims that may be made by the tax authorities with respect to applicable taxes, debts and/or interest related to sale and purchase of Products and Services carried out by the Users. 10. Assignment of rights The Company may not assign, transfer, delegate or dispose of the rights or obligations under this Agreement, in whole or in part without RedCloud consent in writing. RedCloud may assign, transfer, delegate or dispose of the rights or obligations under this Agreement or its contractual position, in whole or in part, for which the Company hereby gives his consent in advance to perform such actions. 11. Trademarks The Company grants the corresponding license of its trade name and logo to RedCloud, so that during the Term RedCloud may use them in the manner it deems convenient to advertise and communicate the Marketplace and the participation of users in the Marketplace. 12. Compliance with contractual provisions and forbidden activities The User shall comply with all the Terms set forth in this Contract and any other instructions set forth by RedCloud under the contractual relationship herein established, e.g. RedCloud’s policies. In addition, the User agrees: (i) not to violate any applicable law, statute, contract or regulation, (ii) not to infringe any third party rights or any of RedCloud’s rights, including copyright, patent, trademark, trade secret or other intellectual property and/or privacy rights, (iii) not to engage in verbal or other conduct that is characterized as obscene, defamatory, threatening or constitutes harassment, (iv) not to use the Services to receive funds as consideration for sexually oriented or obscene materials or services; (v) not to use the Services to receive funds for drug trafficking, controlled or illegal substances, steroids or prescription drugs, (vi) not to use the Services to launder money derived from illegal activities, (vii) not to provide false, inaccurate or misleading information, (viii) not to send or receive potentially fraudulent, illegitimate or illegal funds, (ix) not to refuse to cooperate in an investigation or provide confirmation of Users’ identity or any information the Users provided to us, (x) not to attempt to take any action that results in unlawful enrichment, (xi) not to access the Marketplace from a country in which the Services are not approved, (xii) not to disclose or distribute another User’s information to a third party, (xiii) not to use third party’s information for marketing purposes unless you receive such User’s explicit consent to do so. 2. If we have reason to believe that a User have engaged in forbidden activities, we may engage in actions necessary to protect RedCloud, another User, a third party or the User itself from setbacks, claims, fees, fines, penalties, and any other liability. 13. Intellectual Property 1. The mere access to the Marketplace does not give the User any right of use over the content of the Marketplace (whether past, current, or future content). RedCloud is the owner, or the licensee of all intellectual property rights generated in the Marketplace and from the Services and any material published in connection with them except those which may be owned exclusively by Sellers and Buyers. 2. The contents displayed on the Marketplace may not, in any way, be copied, distributed, reproduced or disclosed, by any means, under penalty of civil and/or criminal liability. 3. User may not rent, lease or transfer any rights to use the software or the Marketplace to any third party. If any Users fail to comply with RedCloud’s instructions, implementation and usage requirements, such Users will be liable for all resulting damages suffered by the User itself, RedCloud and any third parties. Users agree not to alter, reproduce, adapt, distribute, display, publish, translate, disassemble, decompile or otherwise attempt to create any source code derived from the software, the Services and/or the Marketplace. RedCloud does not own, control or have any responsibility or liability for any third-party software applications a User might choose to use on the Marketplace and/or in connection with the Services. The RedCloud name and logo, and all related logos of our products and services, are either the property of RedCloud or registered trademarks of RedCloud or its licensor. In addition, all graphics, button icons and scripts are protected by copyrights owned by RedCloud, trademarks and/or trade secrets of RedCloud. Users may not copy, imitate, modify, alter or use them without our prior written consent. 4. The Users warrant that they have all relevant rights to publish the Products, its trademarks, logos and product claims in the Marketplace. By uploading the information, images, videos, documentation and any other materials to the Marketplace, the Users authorize RedCloud and its affiliated companies to use, publish, and/or reproduce the images and photographs