AFRIRUIL – PLATFORM TERMS OF USE

PARAGRAPH 1 – ACCEPTANCE OF TERMS

BY ACCESSING, BROWSING, OR USING THE AFRIRUIL PLATFORM IN ANY MANNER, YOU AGREE TO BE LEGALLY BOUND BY THESE PLATFORM TERMS OF USE, THE GLOBAL LEGAL DISCLAIMER, AND ANY ADDITIONAL POLICIES, RULES, OR NOTICES PUBLISHED BY AFRIRUIL FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

PARAGRAPH 2 – PLATFORM SERVICES AND LIMITATIONS

AFRIRUIL PROVIDES A TECHNOLOGY-ENABLED PLATFORM THAT OFFERS ELECTRONIC AUCTION INFRASTRUCTURE, DOCUMENT HOSTING AND DISSEMINATION, AND BID SUBMISSION AND CLEARING MECHANICS TO FACILITATE ISSUER-LED PRICE DISCOVERY. AFRIRUIL DOES NOT GUARANTEE THE SUCCESS OF ANY AUCTION, THE COMPLETION OF ANY TRANSACTION, THE ACHIEVEMENT OF ANY PRICING OUTCOME, OR THE AVAILABILITY OF CAPITAL THROUGH THE PLATFORM.

PARAGRAPH 3 – USER ELIGIBILITY AND ACCESS

ALL USERS MUST BE LEGALLY CAPABLE OF ENTERING INTO BINDING AGREEMENTS, QUALIFY AS PROFESSIONAL, INSTITUTIONAL, OR ACCREDITED PARTICIPANTS, AND PROVIDE COMPLETE, ACCURATE, AND TRUTHFUL INFORMATION DURING THE ONBOARDING PROCESS. AFRIRUIL RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO REFUSE, SUSPEND, OR TERMINATE ACCESS TO THE PLATFORM AT ANY TIME AND WITHOUT PRIOR NOTICE.

PARAGRAPH 4 – USER OBLIGATIONS AND CONDUCT

USERS AGREE TO PROVIDE ACCURATE AND COMPLETE INFORMATION AT ALL TIMES, TO CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE IN RELATION TO ANY TRANSACTION, AND TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, AND MARKET CONDUCT STANDARDS. USERS FURTHER AGREE TO REFRAIN FROM ANY MISLEADING, DECEPTIVE, FRAUDULENT, OR MANIPULATIVE CONDUCT THAT COULD UNDERMINE THE INTEGRITY OF THE PLATFORM OR ANY AUCTION.

PARAGRAPH 5 – ISSUER OBLIGATIONS

ISSUERS USING THE AFRIRUIL PLATFORM ARE SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND LEGAL COMPLIANCE OF ALL DISCLOSURES, FINANCIAL INFORMATION, AND TRANSACTION DOCUMENTATION RELATING TO THEIR INSTRUMENTS. ISSUERS ARE ALSO RESPONSIBLE FOR FULFILLING ALL ONGOING OBLIGATIONS TO INVESTORS ARISING FROM ANY TRANSACTION COMPLETED THROUGH THE PLATFORM.

PARAGRAPH 6 – FEES AND CHARGES

AFRIRUIL MAY CHARGE PLATFORM FEES, COMMISSIONS, OR OTHER CHARGES AS DISCLOSED SEPARATELY AND FROM TIME TO TIME. UNLESS EXPRESSLY STATED OTHERWISE IN WRITING, ALL FEES ARE NON-REFUNDABLE, REGARDLESS OF WHETHER AN AUCTION CLEARS OR A TRANSACTION IS COMPLETED.

PARAGRAPH 7 – INTELLECTUAL PROPERTY

ALL CONTENT, SOFTWARE, SYSTEMS, BRANDING, TRADEMARKS, LOGOS, AND DATA STRUCTURES AVAILABLE ON OR THROUGH THE PLATFORM ARE THE INTELLECTUAL PROPERTY OF AFRIRUIL OR ITS LICENSORS AND ARE PROTECTED BY APPLICABLE INTELLECTUAL PROPERTY LAWS. NO RIGHTS OR LICENSES ARE GRANTED TO USERS EXCEPT AS STRICTLY NECESSARY TO ACCESS AND USE THE PLATFORM IN ACCORDANCE WITH THESE TERMS.

PARAGRAPH 8 – CONFIDENTIALITY

USERS MUST MAINTAIN THE STRICT CONFIDENTIALITY OF ALL NON-PUBLIC INFORMATION OBTAINED THROUGH THE PLATFORM, INCLUDING TRANSACTION DATA, BID INFORMATION, AND PLATFORM MATERIALS. SUCH INFORMATION MAY NOT BE DISCLOSED, USED, OR DISTRIBUTED EXCEPT AS PERMITTED BY LAW OR EXPRESSLY AUTHORISED BY AFRIRUIL.

PARAGRAPH 9 – SUSPENSION, TERMINATION, AND INDEMNITY

AFRIRUIL MAY SUSPEND OR TERMINATE USER ACCESS FOR REGULATORY REASONS, FOR BREACH OF THESE TERMS, OR WHERE NECESSARY TO PROTECT THE INTEGRITY, SECURITY, OR REPUTATION OF THE PLATFORM. USERS AGREE TO INDEMNIFY AND HOLD HARMLESS AFRIRUIL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES AGAINST ANY LOSSES, CLAIMS, OR LIABILITIES ARISING FROM MISUSE OF THE PLATFORM, REGULATORY BREACHES, OR MISREPRESENTATIONS.

PARAGRAPH 10 – LIMITATION OF LIABILITY, GOVERNING LAW, AND AMENDMENTS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFRIRUIL'S LIABILITY IS LIMITED AND EXCLUDES ANY INDIRECT, CONSEQUENTIAL, OR SPECIAL LOSSES. THESE TERMS OF USE ARE GOVERNED BY THE LAWS OF THE REPUBLIC OF SOUTH AFRICA, AND ANY DISPUTES SHALL BE SUBJECT TO ARBITRATION OR THE JURISDICTION OF THE COURTS AS DETERMINED BY AFRIRUIL. AFRIRUIL MAY AMEND THESE TERMS AT ANY TIME BY PUBLISHING UPDATED TERMS ON THE PLATFORM, AND CONTINUED USE CONSTITUTES ACCEPTANCE OF SUCH AMENDMENTS.