Please read this Agreement carefully. It contains important terms that affect you and your use of the Software. By clicking, “I accept” or by installing, copying, or using the Software, you agree to be bound by the terms of this Agreement, including the disclaimers. If you do not agree to these terms, do not install, copy, or use the Software.
1. INTRODUCTION

1.1. This End User License Agreement (“EULA” or “Agreement”) is a legal agreement between You (“Licensee”, “your” or “you”) and VFD Microfinance Bank Limited (“VBank”, “the Licensor”, “Us” or “We”). This Agreement governs your use of the V by VFD mobile banking application (V App) on all platforms such as web and mobile, including all related technology provided by VBank (the “Mobile Application”). VBank provides you with the Mobile Application to enable you to access financial services offered by VBank.

1.2. We license the use of the Mobile Application to you on the basis of this Agreement. We do not sell the Mobile Application to you. We remain the owners of the Mobile Application at all times.

1.3. Please read the EULA properly and carefully before clicking the “I AGREE” button, installing or using this Mobile Application.

1.4. By clicking the “I AGREE” button, or installing or downloading or otherwise using this Mobile Application, you:

1.4.1. acknowledge that you have read and understood this Agreement;

1.4.2. represent that there are no legal restrictions on your ability to use the Mobile Application; and

1.4.3. accept this Agreement and agree that you are bound by the terms and conditions of this EULA. If you are entering into this EULA on behalf of an entity, you represent that you have the authority to bind such entity.

1.5. If you do not agree to the terms and conditions of this Agreement, then the Licensee may not click on the “I AGREE” button nor install nor download nor use the Mobile Application.

2. GRANT AND SCOPE OF LICENSE

2.1. In consideration of you agreeing to abide by the terms of this Agreement, the Licensor hereby grants you a non-exclusive, non-transferable license to:

2.1.1. download, install and use the Mobile Application for your personal, non-commercial use on a mobile device owned or otherwise controlled by you, strictly in accordance with the Mobile Application’s documentation; and

2.1.2. access, download and use on such technology device, the Content and Services (as defined in Clause 7) made available in or otherwise accessible through the Mobile Application, strictly in accordance with this Agreement and the Terms and Conditions [Insert Link to the Terms and Conditions] applicable to such Content and Services as defined in Clause 7).

3. LICENSE RESTRICTIONS
3.1. The Licensee shall not:

3.1.1. copy the Mobile Application, except as expressly permitted by this license;

3.1.2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile Application;

3.1.3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile Application or any part thereof;

3.1.4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

3.1.5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile Application, or any features or functionality of the Mobile Application, to any third party for any reason, including by making the Mobile Application available on a network where it is capable of being accessed by more than one device at any time;

3.1.6. remove, disable, circumvent, or otherwise create or implement any workaround to any copyright protection, rights management, or security features in or protecting the Mobile Application; or

3.1.7. use the Mobile Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. You acknowledge that all intellectual property rights in the Mobile Application belong to the Licensor, that rights in the Mobile Application are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Mobile Application other than the right to use the Mobile Application in accordance with the terms of this Agreement.

4.2. You acknowledge that you have no right to have access to the Mobile Application in source code form other than as expressly provided in this Agreement.

4.3. VBank and its 3rd party service providers reserve and shall retain their entire right, title, and interest in and to the Mobile Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

5. COLLECTION AND USE OF YOUR INFORMATION

5.1. You acknowledge that when you download, install, or use the Mobile Application, We may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device and about your use of the Mobile Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Mobile Application or certain features or functionality of the Mobile Application.

5.2. All information we collect through or in connection with this Mobile Application is subject to our Privacy Policy [Insert link to Privacy Policy]. By downloading, installing, using, and providing information to or through this Mobile Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy [Insert link to Privacy Policy].

6. CONTENT AND SERVICES

6.1. The Mobile Application may provide you with access to products and services accessible thereon, including (i) savings; (ii) loans; (iii) fixed deposit; (iv) bill payment; (v) cards; (vi) joint accounts; (vii) tap and pay (NFC based payments with the phone); and (viii) QR code payments, on VBank’s website located at www.vfdbank.com (the “Website”), and certain features, functionality, and content accessible on or through the Mobile Application which may be hosted on the Website (collectively, “Content and Services”).

6.2. Your access to and use of such Content and Services are governed by the Website’s Terms and Conditions and Privacy Policy located at [Insert link to Terms and Conditions] and [Insert link to Privacy Policy] which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms and Conditions and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Mobile Application’s features and functionality.

6.3. Any violation of these terms of use will also be deemed a violation of this Agreement.

7. GEOGRAPHIC RESTRICTIONS

7.1. The Content and Services are based in Nigeria and provided for access and use only by persons located in Nigeria. You acknowledge that you may not be able to access all or some of the Content and Services outside of Nigeria and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside Nigeria, you are responsible for compliance with local laws. The Licensor will not be liable for your access and use of the Contents and Services outside Nigeria.

8. UPDATES

8.1. VBank may from time to time in its sole discretion develop and provide Mobile Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that VBank has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

8.2. Based on the settings of your technology device, when your device is connected to the internet either:

8.2.1. the Mobile Application will automatically download and install all available Updates; or

8.2.2. you may receive notice of or be prompted to download and install available Updates.

8.3. You shall promptly download and install all Updates and acknowledge and agree that the Mobile Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Mobile Application and be subject to all terms and conditions of this Agreement.

9. THIRD-PARTY MATERIALS

9.1. The Mobile Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”).

9.2. You acknowledge and agree that VBank is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. VBank does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

10. NO GUARANTEES

10.1. This Mobile Application is provided “as is” with no representation, guarantee or agreement of any kind as to its functionality. We cannot guarantee that access to the Mobile Application will be uninterrupted or that there will be no delays or failures. We cannot also guarantee that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your technology device.

10.2. You are responsible for adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for viruses or other destructive properties. We are not responsible if you incur any loss as a result of any of the matters set out in this Clause 10.

10.3. We are not responsible for any third-party software that may be used in connection with the Mobile Application.

11. DISCLAIMER OF WARRANTIES

11.1. THE MOBILE APPLICATION IS PROVIDED TO END USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VBank, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MOBILE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING.

11.2. VBank PROVIDES NO WARRANTY OR UNDERTAKING,AND MAKES NO REPRESENTATION OF ANY KIND THAT THE MOBILE APPLICATION 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.

11.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY

12.1. To the fullest extent permitted by applicable law, in no event will VBank or its affiliates, or any of its or their respective third-party service providers, have any liability arising from or related to your use of or inability to use the application or the Content and Services for:

12.1.1. personal injury, property damage or loss, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, or punitive damages.

12.1.2. direct damages in amounts that in the aggregate exceed the amount actually paid by you for the Mobile Application.

12.2. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or the Licensor was advised of the possibility of such damages.

12.3. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you.

13. INDEMNIFICATION
13.1. You agree to indemnify, defend, and hold harmless VBank and its officers, representatives, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Mobile Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Mobile Application.

14. PERSONAL DATA

14.1. Personal data is all information that directly or indirectly may refer to the Mobile Application user which he/she has provided in the course of this Agreement or use of the Mobile Application. Such includes:

14.1.1. contact information [name, title, address, email address, mobile phone number etc, Date of birth];

14.1.2. employment information [name, address, phone number and email address of employee]; or

14.1.3. financial information [information about the Client’s income and any charges, where available].

14.2. Where necessary, we will process the personal data in order to provide a simplified service and in order to improve user experience. We will process the personal data for confirming your identity, administering the customer relationship, preventing misuse or improper use of our Mobile Application, for the prevention of money laundering, customer analysis, assessment, risk analysis and management, business development, for commercial and marketing purposes and for complying with applicable laws.

14.3. By accepting the terms of the Mobile Application, you agree that we may use and/or reuse data provided or previously provided and we may carry out enquiries to help on your use of the Mobile Application. Where available, we will use such information to confirm your identity and simplify the use of our service.

15. PERSONAL DATA PROTECTION PRINCIPLES

15.1. We adhere to the principles relating to Processing of Personal Data set out in the Nigerian Data Protection Regulation 2019 (NDPR) which requires personal data to be:

15.1.1. processed lawfully, fairly and in a transparent manner;

15.1.2. collected only for specified, explicit and legitimate purpose;

15.1.3. adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;

15.1.4. accurate and where necessary kept up to date;

15.1.5. not kept in a form which permits your identification for longer than is necessary for the purposes for which the data is processed;

15.1.6. processed in a manner that ensures its security using appropriate technical and organisational measures to protect against unauthorised or unlawful Processing and against accidental loss, destruction or damage;

15.1.7. not transferred to another country without your consent of the and appropriate safeguards being in place; or

15.1.8. made available to you and allow you to exercise certain rights in relation to your personal data.

15.2. We are responsible for and must be able to demonstrate compliance with the data protection principles listed above.

16. SEVERABILITY

16.1. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

17. GOVERNING LAW

17.1. This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria without giving effect to any choice or conflict of law provision or rule.

17.2. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Mobile Application shall be instituted exclusively in the Nigerian Courts within the applicable jurisdiction.

18. ENTIRE AGREEMENT

18.1. This Agreement, the Terms and Conditions and our Privacy Policy constitute the entire agreement between you and VBank with respect to the Mobile Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Mobile Application.

19. WAIVER

19.1. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

20. TERM AND TERMINATION

20.1. The term of this Agreement commences when you download or install the Mobile Application or acknowledge your acceptance and will continue in effect until terminated by you or VBank as set forth in this Clause 20.

20.2. You may terminate this Agreement by deleting the Mobile Application and all copies thereof from your technology device.

20.3. VBank may terminate this Agreement at any time without notice if it ceases to support the Mobile Application, which VBank may do in its sole discretion, or VBank ceases to exist. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

20.4. Upon termination:

20.4.1. all rights granted to you under this Agreement will also terminate; and

20.4.2. you must cease all use of the Mobile Application and delete all copies of the Mobile Application from your technology device and account.

20.5. Termination will not limit any of VBank’s rights or remedies at law or in equity.

21. COMMUNICATION BETWEEN US
21.1. If you are a user, and you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by email or by pre-paid post to [Insert Contact Information of VBank]. We will confirm receipt of this by contacting you in writing, normally by email.

21.2. If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.