1. Overview

Welcome to SabiMall. SabiMall is owned and operated by Big Sabi, Inc., a Delaware corporation.

These Terms of Use (the “Terms”) are the legal agreement between you (the “User”, “member”, “you” or “your”) and Big Sabi, Inc. (“SabiMall”, “us” or “our” or “we” or “Company”) for your use of the SabiMall website available at www.sabimall.com or sabimall.com (the “Site”), all web and mobile applications, and any related services and content (together the “Services”).

The headings in this Agreement do not have any legal effect nor shall they affect the construction of this Agreement in any way.

Definitions

Customer: This means any registered or guest User using the Website, to discover and purchase products offered by the Brands on SabiMall.

Brands: This means registered User using the Website to offer, discuss, render their services and sell their products to Customers and other Users.

Order: This means an order placed by you via this website for one or more products.

Product: This means any product listed or advertised on this website.

“User”, “Member”, “You” or “Your”: This means any person, individual or legal entity, visiting and using the Website, Platform, our Services and/or any of our subdomains.

“User to User Agreement”: This means an agreement between Brand and Customer on price, performance, provision and receipt of Brands’ products or services.

SabiMall Content: This means all Content of SabiMall that is made available on or via this Site.

Computer: This means your computer; notebook computer; personal digital assistant; mobile phone; tablet device; or other electronic device used to access this Site or the Services.

User Content: This means product listings, product descriptions, reviews and any information, text, images, video, visual data, posts, messages, comments, suggestions, ideas, revisions, or other information that Users provide, post, send, submit, display, distribute, disclose or any other way use and display on the Platform or/and Website.

Service Fee: This means the payment due to SabiMall by a User / You for use of the Platform according to these Terms and Conditions, Additional Agreements, or their changes, amendments or updates. These fees may include but are not limited to Commission Fees, Withdrawal fees, Promotion Fees, Service Fees or other fees applicable. All Service fee payments are NON-REFUNDABLE.

SabiMall Payment System: This means the SabiMall designated payment system provided by third party provider, such as but not limited to “Flutterwave”, “Stripe”, “PayPal”, “Paystack”, connected to the Platform, and used by Users to make payments in accordance with the “User to User Agreements” and to pay SabiMall Service, Subscription and Commission Fees.

Linked Sites: This means website links that appear on the Site.

Products: This means products ordered and/or services provided on this Site.

Site: This means the website at www.sabimall.com, sabimall.com or the mobile application.

Website: This means the website at www.sabimall.com, sabimall.com or the mobile application.

Third Party Products: This means products and services from third parties that are advertised on or available at the Site or websites linked from the Site.

Third Party User Content: This means all User Content that is not created, transmitted, posted or uploaded by you.

User Content: This means all Content on this Site that is created, transmitted, posted or uploaded by a user of the Site.

Service Description

SabiMall provides an online Platform with the Website sabimall.com for fashion and beauty brands in Nigeria to sell their products to consumers worldwide (the “Platform”).

Any and all visitors to our site, despite whether they are registered or not, shall be deemed as "users" of the herein contained Services provided for the purpose of this site. Once an individual registers for our site, through the process of creating an account, the user shall then be considered a "member”.

We may now or in the future offer one or more of the following services on or through the Site (each a "Service" and collectively the "Services"):

• Access to Content
• A platform for designers and creators to sell their products globally
• Product reviews and catalogs; message boards; forums; blogs; and communication tools
• Any other features, content or applications that SabiMall may offer on the Site from time to time in its sole and absolute discretion.

Other Applicable Terms

The following terms also apply to your use of our website:

Our Privacy Policy: Sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our website, you consent to such processing and you warrant that all data provided by you is accurate.

Our Cookie Policy: Sets out information about the cookies on our website.

Our Seller Terms: If you sell your products on our website, our Seller Agreement will apply to you.

Our Rules of Acceptable Use: This describes specific rules that apply to your use of the Service.

Products purchased from SabiMall are subject to our Return & Refund Policy.

By accessing or using this site in any way, including using the Service, clicking on the "I accept" button, completing the registration process, and/or merely browsing the Site, you warrant and represent that you have read, understand, and agree to be bound by the agreement; If you do not agree to be bound by this agreement, you may not access or use this site or the service.

2. Changes to These Terms

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

You can review the most current version of the Terms and Conditions at any time at this page. At the top of this page, we will notify you of the date these Terms and Conditions were last updated.

3. Modifications to Service or Site

We may update and change our site or app from time to time to reflect changes to our products, our users’ needs and our business priorities. We reserve the right to modify or discontinue, temporarily or permanently, the Service or Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or Site.

4. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that:

• (a) you are at least 18 years old;
• (b) you have not previously been suspended or removed from the Service; and
• (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

5. Accounts and Registration

Registration

To access some features of the Service, you must register for an account (“Account”). When you register for an Account, you may be required to provide us with some information about yourself, such as your name, address, email address, billing information or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.

You may not select a user name that is vulgar, offensive, obscene or attempts to impersonate another person. You may never use another person’s account. We reserve the right to refuse to provide you with an account or cancel your account in our sole discretion, provided that such termination will not terminate our obligation to make any payments to you that may be owed.

You understand that you are solely responsible for all information submitted by you through the Services and that SabiMall will not be liable for any errors or omissions in any such information.

Protection

When you register, you will be asked to provide a password. You are solely responsible for choosing a strong and safe password and maintaining the confidentiality of your password. You are not allowed to share your credentials for access to the Services with any third party or allow any third party to use the Services.

Responsibility

You accept responsibility for all the activity that occurs through your account, including the activities of others and regardless of whether the activities are authorized, and for keeping your account password secure. You agree to notify us immediately of any breach of security or unauthorized use of your account by contacting our customer service at hello@sabimall.com. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable for our losses or the losses of others due to any unauthorized use. We reserve the right to require you to alter your password if we have reason to believe your password is no longer secure. We may also require you to change your password from time to time.

Compliance

The website and our services may be used only for lawful purposes and in a lawful manner. You agree to comply with all laws including all laws applicable in the jurisdiction from which you are accessing the Website or any Services regarding acceptable content, transactions and online conduct. You are responsible for all applicable taxes.

Measures by SabiMall

We may suspend or limit a user’s access to the Services and Platform immediately if we, in our sole discretion, believes (i) such suspension is required by law, (ii) the user has breached any of its obligations under this Agreement, (iii) the user is infringing any applicable law by using the Services or the Platform (iii) there is a security or privacy risk to the user or other users. To the extent reasonably possible, we shall notify the user of a suspension in advance.

Right to Refuse Service

Our Services are not available to temporarily or indefinitely suspended SabiMall users or members. We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. We reserve the right to refuse service to anyone, for any reason, at any time.

6. Facebook Connect

You can also register using Facebook Connect, which allows you to register with SabiMall via your Facebook account. If you decide to do this, you give us permission to access basic information from your Facebook account. This information is collected by Facebook and is provided to us under the terms of Facebook’s privacy policy. We have no control over individual account privacy settings on such services or policies on how your personal information will be used. You and Facebook are in control of these matters, not us. Before using these features, you are encouraged to read all policies and information on Facebook to learn more about how they handle your information. SabiMall is not responsible for any acts or omissions by Facebook and any connected social media service providers' use of features that come from Facebook's platform.

7. Compliance with laws

The website and our services may be used only for lawful purposes and in a lawful manner. You agree to comply with all laws including all laws applicable in the jurisdiction from which you are accessing the Website or any Services regarding acceptable content, transactions and online conduct. You are responsible for all applicable taxes.

8. General Payment Terms

We will occasionally update this policy to reflect changes in our practices and services. When we post changes to this policy, we will revise the “Last Updated” date at the top of this policy. If we make any material changes in the way we collect, use, and/or share information held in cookies, we will notify you by prominently posting notice of the changes on the Website. We recommend that you check this page from time to time to inform yourself of any changes in this policy or any of our other policies

9. Content on SabiMall

User Content Generally. Certain features of the Service may permit users to users to upload and publish content to the Service, including shop names, profile pictures, listing photos, listing descriptions, messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

Responsibility for Content. All Content you post on the Services (such as product reviews) is the sole responsibility of the person who originated such Content. You represent that you have all necessary rights to the Content and that you’re not infringing or violating any third party’s rights by posting it.

Monitoring Content. Although SabiMall does not routinely screen or monitor content posted by users of the Services, SabiMall reserves the right to do so and to remove content which violates these Terms (or applicable law) of which SabiMall becomes aware, but SabiMall is under no obligation to do so. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. If we are notified by a third party that the Content you submit or post is in violation of these Terms or any applicable law, either in letter or in spirit of these Terms, we reserve the right to remove such Content from the Services without notice to you.

SabiMall does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed by users of the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will SabiMall be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

As Users of Our Services, all information, including items, messages, offers, purchases, sales, etc. that You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other Users. By submitting any Content to us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described below, including the correct and legal permissions and consents for any personally identifiable information you may provide to, or upload by way of, the SabiMall Service(s).

By posting or otherwise transmitting any User Content you hereby grant and will grant to SabiMall and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, make derivative works of and otherwise use in any manner your User Content in connection with the operation of the Service or any other products or services of SabiMall, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your User Content on the Internet or on Third Party Services such as Facebook, sharing it with blogs, etc., and allowing other users to share listings that include your User Content). You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

• We are not under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law.

We reserve all defenses made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations. We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time.

You understand that SabiMall is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of SabiMall. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the SabiMall Parties with respect thereto.

Any and all Content You upload is not considered confidential by SabiMall, will be treated as public information, and You agree and understand is intended to be shared with other users of our Services as well as third parties, all in SabiMall’s sole discretion, and SabiMall has no control or liability over what other users do with your Content. You understand and agree that SabiMall will not be liable for any treatment of your Content as confidential and waive all rights with respect to any such claims of confidentiality.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to SabiMall are non-confidential and SabiMall shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

If you do not agree that your Content will be considered public and will not be considered confidential, you must not use the Service.

You confirm that images, sounds, text or information that you submit or create (“User Content”) whilst using the Service will meet the Rules of Acceptable Use.

You grant us a worldwide, non-exclusive, royalty-free, irrevocable and perpetual licence to use, copy, reproduce, distribute, adapt, re-format, modify, publish, translate, licence, sub-licence, assign, transfer and exploit the User Content (including any intellectual property rights therein) anywhere and in any form for the purposes of providing our Service or for any purpose in connection with the operation of our business.

Our right to use your User Content does not in any way affect your privacy rights and we will only use information that identifies you as set out in our Privacy Policy.

We do not check or moderate any User Content before it is added to the Service by users. We may later check, moderate, reject, refuse or delete any User Content if we think that it breaks any of the Rules of Acceptable Use, or we believe it is against the ethos of SabiMall.

User Content removed from the Service may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations. Therefore we encourage you to maintain your own backup of your User Content and you agree that you will not rely on the Service for the purposes of User Content backup or storage. To the extent permitted by applicable law, we shall have no liability for any loss of User Content.

Copyrights. All materials displayed or performed on the Services, including, but not limited to text, blogs, graphics, articles, photographs, images, illustrations video, and influencer images (collectively, “Content”), are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy reproduce, modify translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or other proprietary rights not owned by you, (i) without the express prior written consent of SabiMall or the respective owners, and (ii) in any way that violates any third party right. The Services are protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

Following termination or deactivation of your account, or if you remove any Content from the Services, we may retain your Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, we and other users of the Services may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your Content that other users have stored or shared through the Services.

We allow you to follow other SabiMall users and items they have compiled on the Services. By using the Services, you agree to allow other users of the Services to follow you.

10. Notice and takedown policy

Any person may contact us by sending us an “Infringement Notice” if any content available through our Service infringes their rights or fails to comply with our Rules of Acceptable Use. The Infringement Notice should be sent either by post to Big Sabi, Inc., 113 Cherry St, PMB 88650, Seattle, WA 98104 or by email to hello@sabimall.com. Please provide the information described below in the Infringement Notice:

• your name and contact details;
• a statement explaining in sufficient detail why you consider that the content available through our Service infringes your rights or fails to comply with our Rules of Acceptable Use; and
• a link to or such other means of identifying the problematic content.

We will take the action that we believe is appropriate depending on the nature of the Infringement Notice and will aim to respond to you within a reasonable period of time on the action we propose to take.

11. Termination

You may terminate your SabiMall account at any time from your account settings. Terminating your account will not affect the availability of some of Your Content that you posted through the Services prior to termination.

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, we may, at our sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by sending an email to hello@sabimall.com.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service;

We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain Products or features of the Service), temporarily or permanently, without notice to you. Company will have no liability for any change to Product offerings or the Service or any suspension or termination of your access to or use of the Service.

12. No Guarantee

We do not guarantee continuous, uninterrupted access to the Website or Services, and operation of the Website or Services may be interfered with by numerous factors outside our control.

13. Disclaimer of Warranties

THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE SERVICE. SABIMALL DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, SABIMALL DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE CONTENT, THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS OR OF ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ITS RETAILERS IN CONNECTION WITH THE SERVICES.

Without limiting the generality of the foregoing, SabiMall makes no representations or warranties regarding the accuracy of descriptions displayed anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services (including, without limitation, the actual size, quality, color, texture, or results of use of such products or services). SabiMall displays suggested retail prices for goods offered on the Services based on pricing information provided by vendors, Retailers, and manufacturers, and we make no promises about the reliability or accuracy of any such information listed on the SabiMall website.

14. Electronic Communications

We may communicate with you regarding the Services by electronic communications or direct mail using the information you provide to us when you sign up for an Account, contact us through our support services, or provide us your email to receive marketing communications. We may send you periodic communications that are service related, such as information impacting your Account, as well as periodic shopping-related emails that highlight offers or promotions from SabiMall or SabiMall Shops. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change subsequent to the date you provide it to us. We may also send you push notifications if you install our mobile application. You may opt out of receiving certain communications in accordance with our Privacy Policy.

15. Indemnity

You agree to indemnify, defend, and hold SabiMall and its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. You agree to cooperate fully as reasonably required in defense and/or settlement of any claim. We reserve the right, in our sole discretion, to assume exclusive control over the defense and/or settlement of any matter subject to indemnification by you.

16. Your Liability

THIS SECTION OF THE TERMS IS IMPORTANT AND YOU SHOULD READ IT CAREFULLY.

You are responsible, and assume liability, for all Content that you add, or link to, the Services. You agree not to hold us responsible for things other users say or do through the Services. If you have a dispute with another user, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.

YOU SHALL INDEMNIFY US AND KEEP US FULLY INDEMNIFIED ON DEMAND FROM AND AGAINST ALL LIABILITIES, COSTS, EXPENSES, DAMAGES AND LOSSES, LEGAL COSTS (CALCULATED ON A FULL INDEMNITY BASIS) AND ALL OTHER REASONABLE PROFESSIONAL COSTS (INCLUDING COSTS OF DEFENSE OF CLAIMS, SUITS OR PROCEEDINGS BROUGHT BY THIRD PARTIES)) AND EXPENSES SUFFERED OR INCURRED BY US ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, THE CONTENT, YOUR BREACH OF THESE TERMS AND/OR AS A RESULT OF YOUR VIOLATION OF THESE TERMS AND/OR AS A RESULT OF YOUR VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS.

17. Shop Policies

A product purchased from any Shop through the Services, is governed by and subject to the applicable Shop policies, including applicable exchange and shipping policies. You agree that we are not agents of any Shop and that Shops operate independently and are not under our control. Accordingly, your participation in offers or promotions of, or correspondence with, any Shop is solely between you and that Shop. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion.

SabiMall is not responsible for changes to, or discontinuance of, any Shop or for any Shop's withdrawal from the Services.

18. No Waiver and Severability

The failure of SabiMall to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. SabiMall shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SabiMall's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings for each section have been included for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

19. Documents that apply to our relationship with you

The current version of the Terms of Service contains the only terms and conditions that apply to our relationship with you. Older versions of the Terms of Service will no longer apply to our relationship and will be completely replaced by the current version at this link.

We intend to rely on these Terms of Service as setting out the written terms of our agreement with you for the provision of the Service. If part of the Terms of Service cannot be enforced then the remainder of the Terms of Service will still apply to our relationship.

If you do not comply with these Terms of Service and we do not take action immediately, this does not mean we have given up any right we have and we may still take action in the future.

20. No Assignment

This Agreement is not assignable, transferable or sublicensable by you except with SabiMall’s prior written consent. SabiMall may transfer, assign or delegate this Agreement and its rights and obligations without consent.

21. Entire Agreement

You and SabiMall agree that this Agreement (including any terms or policies expressly incorporated herein) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.

22. Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.

23. Feedback

We value hearing from our users, and are always interested in learning about ways we can improve the Service. By providing your feedback you agree that you are giving up any rights you have in your feedback so that we may use and allow others to use it without any restriction and without any payment to you.