INDEMNITY CLAUSE

Indemnity and hold harmless

Each User (“User”) agrees to fully indemnify, defend, and hold harmless Paytogeda Digital Solution, SmartPay Finance Ltd, and their respective shareholders, directors, officers, employees, affiliates, partners, licensors, service providers, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable legal and professional fees) arising from or related to:

1. Any dispute, claim, disagreement, or legal action between Users of the Paytogeda platform;
2. Any failure, refusal, delay, or conditional approval of fund release by trustees, contributors, or wallet participants;
3. Any misunderstanding, expectation, agreement, or representation made between Users outside the Paytogeda platform;
4. Any unauthorized, unlawful, misleading, or fraudulent activity initiated by a User;
5. Any instruction, approval, rejection, or abstention issued by a User within Paytogeda’s multilevel payout approval system.

REGULATORY & CBN-ALIGNED LIABILITY DISCLAIMER

Platform role & regulatory compliance

1. Paytogeda is a digital trustee and transaction-facilitation platform, operating in compliance with applicable regulations, including relevant Central Bank of Nigeria (CBN) guidelines, AML/CFT rules, and data protection laws.
2. Paytogeda does not provide financial guarantees, investment advice, credit facilities, or fiduciary guarantees beyond the technical enforcement of trustee instructions defined by Users.
3. Funds held within Paytogeda wallets remain beneficially owned by the Users and are administered strictly based on:
   • wallet rules set by the wallet creator,
   • contributor participation,
   • approval thresholds configured on the platform.
4. Paytogeda and its partners shall not be liable for:
   • commercial failures of group projects,
   • defaults between Users,
   • misapplication of funds after lawful release,
   • regulatory consequences arising from User misconduct.

USER-TO-USER DISPUTE EXCLUSION & RISK ALLOCATION

User-to-user dispute

1. All arrangements, commitments, and expectations between Users—whether verbal, written, or implied—are strictly private agreements between such Users.
2. Paytogeda shall not be joined, impleaded, or cited as a party to any dispute, claim, arbitration, or legal proceeding arising solely from User-to-User transactions.
3. Users expressly agree that Paytogeda is not responsible for:
   • breach of trust between contributors,
   • refusal to approve payouts,
   • disagreement over project execution,
   • alleged mismanagement by wallet creators or trustees.
4. Each User assumes full legal and financial responsibility for their participation in any Paytogeda wallet.

REFUND, FUND CALL-BACK & WALLET REVERSAL CLAUSE

Fund call-backs, Refund & Reversals

1. Where a wallet creator initiates a fund call-back, cancellation, or reversal of an active or completed contribution cycle, all refundable funds shall be returned strictly and directly to the original source accounts from which the funds were transferred into the wallet.
2. Under no circumstance shall refunded funds be:
   • transferred to the wallet creator’s personal account,
   • pooled into a third-party account,
   • redirected to any account not originally used for contribution.
3. Paytogeda shall execute such refunds automatically and proportionately, based on verified transaction records and source account mapping.
4. Users acknowledge and agree that:
   • Paytogeda does not have discretion to redirect refunded funds,
   • refunds are processed solely to preserve transaction traceability, anti-fraud controls, and regulatory compliance, and
   • any dispute arising from refund expectations shall remain a User-to-User matter.
5. Paytogeda and its partners shall bear no liability for losses arising from incorrect expectations regarding refund destinations.