LearnFlo Terms & Condtions Updated Aug 11, 2019

This platform is operated by HuddleAfrica and our office is at 2b, Obe Street, off Ajao Road, Adeniyi Jones, Ikeja, Lagos, Nigeria. email info@huddleafrica.com or visit our “contact us” page. The HuddleAfrica website includes the following:

HuddleAfrica Marketplace

– the landing page where learners and trainers (individual trainers and training companies) converge

HuddleAfrica LMS

– The system that enables trainers to create and publish their courses and list them unto the marketplace if they so wish. HuddleAfrica LMS is a standalone Learning Management System that can be used by organisations to manage their training function.

HuddleAfrica Student Portal

– once a learner has registered on HuddleAfrica, they gain access to their course information through the Student portal. Courses hosted within HuddleAfrica LMS can be taken directly from the student portal and courses hosted elsewhere will only have access information as provided by the trainer

Status of these terms and conditions and updates

These terms and conditions, form a legally binding agreement between you and HuddleAfrica in relation to your use of the HuddleAfrica website. By using the HuddleAfrica website, you confirm that you accept these terms and conditions and that you agree to comply with them. If you do not agree to these terms and conditions, you must not use the HuddleAfrica website. This version of the HuddleAfrica terms and conditions supersedes all prior, written or oral understandings or agreements and applies to the exclusion of any other terms or conditions that you may seek to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing. We may update these terms and conditions from time to time. Any changes to these terms and conditions will be displayed on the HuddleAfrica website and your continued use of the website indicates your agreement to these changes. Accordingly, please check this page from time to time to take notice of any changes we made, as they will be binding on you. Any changes to specific trainer terms will be notified by email to the trainer. Access to the HuddleAfrica website and HuddleAfrica’s liability Although HuddleAfrica makes reasonable efforts to update the information on the HuddleAfrica website, HuddleAfrica makes no representations, warranties or guarantees that the content on the HuddleAfrica website is accurate, complete or up-to-date. HuddleAfrica does not guarantee that the HuddleAfrica website, or any content on it, will always be available or be uninterrupted. Access to the HuddleAfrica website is permitted on a temporary basis. HuddleAfrica may suspend, withdraw, discontinue or change all or any part of the HuddleAfrica website without notice. HuddleAfrica will not be liable to you if for any reason the HuddleAfrica website is unavailable at any time or for any period. You are responsible for ensuring that all persons who access the HuddleAfrica website through your internet connection are aware of these terms and conditions and that they comply with them. Nothing in these terms and conditions excludes or limits HuddleAfrica’s liability for death or personal injury arising from HuddleAfrica’s negligence, or HuddleAfrica’s fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law. To the extent permitted by law, HuddleAfrica excludes all conditions, warranties, representations or other terms which may apply to the HuddleAfrica website or any content on it, whether express or implied. HuddleAfrica will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: • use of, or inability to use, the HuddleAfrica website; or • use of or reliance on any content displayed on the HuddleAfrica website. If you are a business user and you purchase a product on the HuddleAfrica website then (subject always to the provisions above and below) HuddleAfrica’s total liability to you will be limited to the total amount paid by you for the product. If you are a business user and you sell a product on the HuddleAfrica website, HuddleAfrica’s total liability to you will be limited to the amount of commission payable by you to us. If you are a consumer user then (subject always to the provisions above and below) HuddleAfrica will be responsible for loss or damage you suffer that is a foreseeable result of HuddleAfrica’s negligence or breach of these terms and conditions, but HuddleAfrica will not be responsible for any loss or damage that is not foreseeable. HuddleAfrica will not be liable for: • loss of data (as it is your responsibility to back-up and keep copies of all data you submit to the HuddleAfrica website); • loss of profits, sales, business, or revenue; • business interruption; • loss of anticipated savings; • loss of business opportunity, goodwill or reputation; or • any indirect or consequential loss or damage. HuddleAfrica will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the HuddleAfrica website or to your downloading of any content on it, or on any website linked to it. HuddleAfrica assumes no responsibility for the content of websites linked on the HuddleAfrica site. Such links should not be interpreted as endorsement by HuddleAfrica of those linked websites. HuddleAfrica will not be liable for any loss or damage that may arise from your use of them. Product descriptions and images displayed on the HuddleAfrica website are illustrative only and are published to provide users with a guide to the products being offered and do not contribute in any way to a binding contract between users and trainers and/or HuddleAfrica. No responsibility or liability is assumed by HuddleAfrica for the information, service and/or products being suitable for the purpose of the user. If you are a consumer, advice about your legal rights is available from your local Trading Standards office. Nothing in these terms and conditions will affect these legal rights. Intellectual property HuddleAfrica Marketplace platform that allows learners purchase courses from trainers and as such, courses published by trainers remain the property of such trainer. In such cases that HuddleAfrica develops content for a trainer, a separate copyright agreement will be agreed with such trainer. Viruses HuddleAfrica does not guarantee that the HuddleAfrica website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the HuddleAfrica website. You should use your own virus protection software. You must not misuse the HuddleAfrica website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the HuddleAfrica website, the server on which it is stored or any server, computer or database connected to the HuddleAfrica website. You must not attack the HuddleAfrica website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. Uploading Content You may upload your content to the HuddleAfrica Website, provided you do so in a way that is fair and legal and does not damage HuddleAfrica’s reputation or take advantage of it. HuddleAfrica reserves the right to remove uploaded courses without notice. Where the HuddleAfrica course content contains links to other sites and resources provided by third parties, these links are provided for your information only. HuddleAfrica has no control over the contents of those sites or resources. Governing law and jurisdiction These terms and conditions shall be governed by and read in accordance with the laws of Nigeria and shall be subject to the exclusive jurisdiction of the courts of Nigeria. If you require a copy of these terms and conditions in a printable document you can request a copy by contacting one of our customer advisors by emailing info@huddleafrica.com Additional terms relating to the use of HuddleAfrica Website Sections in this document apply as follows: Section 1 – All registered users Section 2 – Learners Section 3 – Trainers

Section 1 – All Registered Users

To register with the HuddleAfrica website you must be 18 years of age or over and must provide a valid email address and accurate information about yourself. At our discretion we may refuse a username if it is inappropriate for any reason, e.g. a trademark or is offensive. If we notice that any information given by you is untrue or inaccurate we have the right to delete your registration without notice, at any time. Your personal information is subject to our Privacy Policy. You must keep your username and password confidential. Should you approve another individual to use your account you are solely responsible for their actions. If you are using the account on behalf of an organisation you must be authorised to represent that organisation. If you find that there has been unauthorised use of your account you agree to notify HuddleAfrica immediately. You must not interfere or disorder any aspect of the HuddleAfrica website and e-commerce system. In agreeing to these terms and conditions you agree to: • Treat other users of the HuddleAfrica website with respect and courtesy, ensuring that your use complies with their legal rights • Keep information provided by, or on behalf of HuddleAfrica in your possession and not supply it to any third party In agreeing to these terms and conditions you understand that HuddleAfrica does not own, control, quality assure accuracy of content or endorse products for sale on HuddleAfrica marketplace. HuddleAfrica disclaims all responsibility and liability for the information and products displayed on and sold through the website, including accuracy, legality, content and reliability. As HuddleAfrica does not buy or sell the trainer’s products, both learners and trainers understand and agree that if disputes arise between them that HuddleAfrica is not responsible or liable for any losses, claims, damages, costs or demands of any kind, known and unknown, suspected and unsuspected, disclosed and undisclosed arising from such disputes. Users of the site understand and agree that any feedback and ratings they post to the HuddleAfrica website will be publicly available for viewing. HuddleAfrica is not responsible for monitoring, checking or editing the feedback or ratings posted on the website and is not liable for any claims or actions connected with any feedback or ratings. Registered users should use the contact form on the website to report any inappropriate or dishonest feedback and HuddleAfrica will investigate the claim. It will be at the discretion of HuddleAfrica as to whether the feedback should be removed. Links to external websites on the HuddleAfrica website are not under the control of HuddleAfrica and therefore the content and operation of such linked sites are not their responsibility. You can close your account at any time and for any reason by notifying us using the contact form. Once your account has been closed you will need to re-register to sell or purchase products.

Section 2 – Learners

Products/Courses displayed and sold through the HuddleAfrica website are not owned by HuddleAfrica, but remain the property of the third party supplier (on whose behalf HuddleAfrica acts as agent). Your contract for purchase will be with the third party supplier, not HuddleAfrica. Products purchased are sold on an ‘as is’ basis and no warranties or guarantees are offered by HuddleAfrica. A legally binding contract of sale will be formed between you and the supplier of the product when you have confirmed your order, HuddleAfrica has confirmed that the trainer will sell the product at the price advertised and you have paid the product price in full, plus taxes as required. You may use the following payment methods: • Checkout on the site using Paystack’s payment system with a Paystack account account, credit or debit card • By Bank transfer directly into the HuddleAfrica bank account. Please email info@huddleafrica.com to confirm your order and to obtain our bank details HuddleAfrica will collect payment as agent for the third party supplier. When you purchase a product via the HuddleAfrica website you provide us with your permission to supply you with the means to access the digital goods you have purchased immediately, a downloadable product, or within one working day, an online product. Once payment has been made you will be sent an email with the details of your purchase. For classroom courses, you will be sent confirmation of your purchase and the trainer will contact you to confirm your place on the course within 1 day. Elearning Course Access and Licence Periods All course licences have a duration of 1 year unless otherwise specified in the course details. The licence period starts when you receive your login details. If you are a business purchasing course licences for your staff the licence starts when you either provide us with the details of those to be enrolled or your account is updated with the new licences. Immediate Access courses – these courses are hosted on our Huddle LMS so when you place your order and make payment your name and email address are used to automate your enrolment on to the course/s you have purchased. This may take a few minutes or it make take up to 30 minutes depending on technology factors. One Working Day Access courses – these courses are hosted on the publisher’s own platform so when you place your order and make payment your name and email address are sent to the publisher and they will process your enrolment on to the course/s you have purchased. Your login details will be emailed to you within one working day. When purchasing a product you are buying a non-exclusive licence to use the product, upon terms specified by the trainer, and ownership of the product remains with the trainer unless explicitly described by the trainer in the details of their product for sale. Unless described otherwise by the trainer you must not copy, modify or re-produce a non-original version of the product you purchase, or loan, lease, sell or distribute the product. You download and use suppliers’ products at your sole risk. HuddleAfrica does not guarantee any specific outcomes as a result of you purchasing a product from the website. User licence name changes, only permitted if the user has not accessed the course, must be requested in writing. Changes requested within 14 days of purchase are carried out free of charge, requests made between 15 days and 3 months incur a per user administration charge and requests made between 3 months and 6 months following purchase incur a 50% course price per user administration charge. After 6 months a user licence cannot be changed. Refund requests should be made to HuddleAfrica through the contact form on the website or by email to info@huddleafrica.com. The HuddleAfrica Refunds policy states that a full refund will be issued if a purchased on-line course has not been accessed and the refund claim is made within fourteen days of the purchase. Refunds for downloads will be looked at on a case by case basis, but requests will normally only be upheld for products purchased that are defective or not as described by the trainer. If you are a consumer, please note that you waive your right to a refund if you access an online product or download a downloadable product. Up until this point, and within fourteen days of making your purchase, you may cancel your purchase by contacting us in writing and we will issue a full refund.

Section 3 – Trainers

As a Trainer (individual trainer or training company) you can deliver your courses via three main delivery channels: 1. Classroom – a physical classroom course with a stated venue, date and time 2. Live Online – using a video conferencing tool within HuddleAfrica to train learners at over specified dates and time. The trainer will be required to have their video enable so that their learners can see them 3. Elearning – fully hosted video based course on Huddle Africa (immediate access courses) or a course hosted on a 3rd party platform with adequate licence authority (one day access courses). Elearning courses may be SCORM compliant or not. It is the trainers responsibility to ensure that the learner or buyer is aware of the type of elearning course being purchased As a trainer you agree to appoint HuddleAfrica as your non-exclusive agent to display, market and sell products that are owned by or licensed to you; you warrant that you are the original author and own the copyright of the product and therefore have the right to sell the products or that you are a licensee with sufficient authority to do so. In agreeing to these terms and conditions you agree that in selling products through the HuddleAfrica website you are not infringing any legal or intellectual property rights * of any third party and you agree to indemnify and hold harmless HuddleAfrica from and against all losses, damages, costs and expenses suffered or incurred by HuddleAfrica as a result of or in connection with any intellectual property infringement claim brought or threatened by any third party. HuddleAfrica has no responsibility or liability with respect to any claims arising from infringement of the law in any country in relation to the products HuddleAfrica displays, markets and sells on behalf of third parties. Products displayed and sold through the HuddleAfrica website remain the property of the trainer. The trainer has sole responsibility and control of their products, including risk of loss. As an HuddleAfrica trainer you agree to the publication of feedback and ratings about your products, even though the feedback may be critical, insulting or defamatory and you waive all rights against HuddleAfrica in respect of any liability in connection with the publication of defamatory comments about you or your organisation. Should a registered user post inappropriate, untrue or dishonest comments about you or your products you should use the contact form on the website to report them and HuddleAfrica will investigate your claim. It will be at the discretion of HuddleAfrica as to whether the feedback should be removed. Please note that HuddleAfrica will not monitor feedback posted on the HuddleAfrica website. You, the trainer, will provide the required information for your products as required by HuddleAfrica in the LMS when publishing your course. You must ensure that the information you provide is accurate, complete and not misleading. You are solely responsible for setting the price of your products and any discounts attributed to those products. However, HuddleAfrica requires that you price your products for no more than they are advertised elsewhere online. If an HuddleAfrica buyer locates the exact same product at a lower price you will be required to sell your product on the HuddleAfrica website for the lower price to that buyer. Also responsibility lies with you the trainer to define any applicable duration for access to your products, should these be delivered through your own online system. You are solely responsible for the process, format and expense of delivery of your products through your own systems. Downloadable products will be available to the purchaser for a month following their purchase. You give HuddleAfrica, as your agent, the authority to collect the value of all purchases of your products made through the HuddleAfrica on your behalf. You agree to pay HuddleAfrica an agreed upon commission on the sale of your products sold through HuddleAfrica, calculated as a percentage of the total net price of your product plus applicable taxes. HuddleAfrica reserves the right to modify the commissions charged to trainers, following a review of the commission structure, provided that trainers are notified by email of any new commission rates at least 30 days prior to the changes taking place. HuddleAfrica will collect the value of suppliers sales, plus applicable taxes as required, from learners. Commission payable by the trainer, plus applicable taxes will be deducted from the collected amount and will be payable monthly to the trainer by HuddleAfrica, no later than 45 days following sales that have been made. Payments to trainers will be made via Paystack or Direct Transfer, as per the information supplied in the Trainers onboarding form. As a trainer you are required to have your own Refunds and Returns policy or to agree to the terms of the HuddleAfrica Refunds and Returns policy, which states that a refund will be issued if a purchased on-line course has not been accessed or is defective or does not comply with the published description. Refunds for downloads will be looked at on a case by case basis, but requests will normally only be upheld for products purchased that are not as described by the trainer. Refunds will not be issued if an on-line course has not been accessed within the course duration as described in the product details. Refunds for classroom courses will be subject to the terms of the classroom course purchase where a 7 day notice before the course start date is required for cancellation by the learner to enable a full refund. In submitting your trainers information to HuddleAfrica and agreeing to the Terms and Conditions you give HuddleAfrica authority to implement your trainers Refunds and Returns policy or if requested the HuddleAfrica Refunds and Returns policy. If HuddleAfrica refunds a buyer for the value of a product they have purchased, in accordance with the agreed Refunds and Returns policy, the refund will be applied against any amounts owed to you, the trainer. If no amounts are owed then HuddleAfrica will invoice you for the amount paid to you for those sales that were refunded and shall retain 50% of the commission. You may withdraw any of your products for sale from the HuddleAfrica website by providing HuddleAfrica with 30 days written notice; however you are required to fulfil any sales that have been made.

Section 3a – Trainer Rules

You must: • When publishing a course for sale accurately complete the course information details on Huddle LMS • Following notification of a sale of an online course delivered by your organisation respond to requests from HuddleAfrica for user access details to the course within one working day • Ensure that all submitted products comply with applicable laws and are not copied or duplicated in any format • When publishing a classroom course, you must ensure that registered student are notified of any date or venue changes for the course within 7 days of the course start date. • Learners that wish to cancel a course with more than 7 days before the course start date will be offered a full refund. However if you change course details within 7 days, HuddleAfrica will honour any refund requests made by a learner as a result of the trainer’s changes. • Ensure that course materials are available for classroom courses at the start of a course • Ensure that the course venue is conducive to learners • Provide HuddleAfrica with attendance records so that payments can be reconciled immediately after the course. You are prohibited to: • Divert HuddleAfrica users to another website or sales process either through links, advertisements, marketing messages or “calls to action” • Do not contact HuddleAfrica customers directly, unless the customer has purchased a product through the HuddleAfrica Marketplace and has sought support from you for that product • In any communication with HuddleAfrica customers you must not include advertisements, marketing messages or “calls to action” that encourage customers away from the HuddleAfrica website and keep the communication limited to details around support of your product • Misuse the ratings and feedback forum. Do not include inappropriate comments or personal information about any user or supplier in feedback. * including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names, trademarks and any other similar protected rights in any country.