1. Definitions

• Account or Trustcrow Account

  means a unique personified account registered in the name of a person and which contains details of such on the Platform (as defined below).

• Buyer

  means a registered account who makes a property purchase or who has indicated interest in purchasing a property.

• Seller

  means a registered user who has listed property(ies) on the Marketplace or engaged in a sale transaction on the Platform.

• Platform

  means, collectively the Company’s website, mobile application and other related applications provided by Trustcrow.

• Prohibited Transactions

  include any real estate dealings that are illegal, fraudulent, involve unverifiable or non-transferable properties, or violate Trustcrow's policies and guidelines. This also encompasses transactions with parties subject to legal sanctions, properties with unresolved legal or environmental issues, and any activities that misuseTrustcrow's services.

• Services

  means all products and services provided to you by Trustcrow and as described in clause 3 of these Terms.

• Site

  means www.gotrustcrow.com provided by Trustcrow Digital Escrow Limited.

• Terms

  means these standard terms of service.

• Trustcrow Content

  means any information, resources or data (including text, images, photos, videos, audio, and documents) or any other content in any media and format that Trustcrow may provide or make available to you in connection with your use of the Platform.

• User

  means a natural or corporate person who completes the KYC process for the purpose of making use of Services which includes buyers, sellers, visitors and third-party service providers collectively.

• User Dashboard

  means the personalised interface on the Platform where Users can manage their Account and transactions. Depending on User type, it provides access to property listings on the Marketplace, transaction details, escrow status, due diligence reports, communication with other Users, and Services offered by on the Platform.

• User Submitted-Content

  means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format that you, directly or indirectly, provide or make available to us in connection with your use of the Platform.

2. Acceptance of Terms

The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies, and procedures that may be published on the Platform, which are incorporated by reference, including operating rules, policies, and procedures of third-party service providers to the Platform that are referenced in the Terms. These Terms apply to every user of the Service. In addition, some Services offered through the Platform may be subject to additional terms and conditions adopted by the Platform. Your use of those Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

Trustcrow reserves the right, at its sole discretion, to modify or replace these Terms from time to time by posting the updated terms on the Platform. It is your responsibility to check the Terms periodically for changes. If you object to any such changes, your sole recourse will be to cease using the Platform and the Service. Your continued use of the Service following the posting of any changes to the Terms will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Trustcrow reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or content) at any time for any reason. Trustcrow may also impose limits on certain features and Services or restrict your access to parts of or the entire Platform without notice or liability.

3. Scope of Services

Trustcrow facilitates secure real estate transactions by offering a range of services designed to streamline and protect the buying and selling process on the Platform. These services are provided on www.gotrustcrow.com by Trustcrow Digital Escrow Limited, a registered limited liability company in Nigeria with its holding company in Delaware, USA.

• Marketplace

  Trustcrow provides a digital Marketplace where sellers and developers can list real property for sale. Buyers can browse these listings, view detailed property information, and potentially make a purchase. The Marketplace offers a user-friendly interface that allows buyers to search for properties based on various criteria such as location, price, and property type.

• Brokerage Services

  Trustcrow provides brokerage services for buyers who require assistance in negotiating and purchasing property. As a broker, Trustcrow acts on behalf of the buyer to negotiate terms, prices, and conditions with the seller. Trustcrow leverages its expertise and market knowledge to secure the best possible deal for the buyer, ensuring that their interests are well-represented throughout the transaction process.

• Escrow Services

  Trustcrow offers escrow services to ensure secure transactions between buyers and sellers. A transaction can be initiated directly or through the brokerage services provided by Trustcrow. Once a buyer indicates interest in purchasing a property, Trustcrow notifies the Buyer to fund its wallet account on the Platform and holds the buyer's funds in a custodian position. The release of these funds is subject to the conditions agreed upon by the transacting Users. Trustcrow will release the funds to the seller only when the terms set by the transacting Users have been met by the seller and confirmed by the buyer on the Platform. Trustcrow will not provide escrow services for transactions involving Prohibited Transactions.

• Due Diligence and Title Perfection

  Trustcrow partners with law firms and legal professionals to assist buyers with conducting thorough due diligence on real property transactions. This includes verifying the property's title, conducting searches at the appropriate lands’ registry, court registries, probate registry and ensuring that all necessary checks, including survey plans, building permits and physical inspections are completed. Additionally, these partner law firms assist buyers in perfecting their title by obtaining the Governor's Consent, paying applicable stamp duties, and registering the Deed of Assignment at the appropriate lands’ registry. These services, although accessible through the Platform are subject to the User’s specific request and provided by third parties legal partners.

• Mortgage/Loan Products

  Users can access mortgage/loan products on the Marketplace courtesy of partnerships between Trustcrow and financial institutions. These mortgage/loans provide eligible buyers with the necessary financing to purchase property listed on the Marketplace. Trustcrow facilitates the connection between buyers and onboarded financial institutions, helping buyers find suitable loan options and guiding them through the mortgage application process. You understand and agree that onboarded financial institutions set their eligibility, loan origination, interest rates, loan terms and disbursements conditions.

4. Accounts

• To access our Services as a User, you are required to sign up on the Platform, create an account (“Trustcrow Account”) by providing your full name, email address, phone number and fulfilling other know-your-customer (“KYC”) requirements. As a designated non-financial business, we are under regulatory obligations to request, retain and verify information on intending users and also monitor transactions conducted by all Users. If you are registering a Trustcrow Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

• Upon successfully creating a Trustcrow Account, you will be granted access to the Platform.

• You must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your Account on our Platform and access to the Service.

• You are responsible for safeguarding the password and transaction codes that you use to access the Services on the Platform and for any activities or actions under your password, whether your password is to our Service or a third-party service.

• You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.

• You shall not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

• You are liable for any and all activities conducted through your account.

• You agree to strictly observe the security and authentication procedures of the website/service and you will log out from the website by taking proper steps at the end of every visit.

5. Representations and Warranties

• Users’ Representations & Warranties: Representations and warranties are statements and promises made by you to Trustcrow, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use the Services

  • You are over the age of 18 (eighteen) years and are of sound mind and have the capacity to enter into a legally binding contract;
  • Individuals under 18 (eighteen) years old are only allowed to sign up for our services or provide us with their information when an adult above the age of 18 (eighteen) is signing contracts in their stead;
  • All personal information that you provide about yourself is accurate and true to the best of your knowledge;
  • You have carefully considered the risks involved with using the Platform, and availing yourself of its Services
  • If you are registering or accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorised to do so and we may request evidence of such legal entitlement (by way of a copy of any document which shows the valid and subsisting authorisation);
  • You will obtain such professional advice as is appropriate to protect your interests, including legal, tax and other advice either through third party services providers on the Platform or elsewhere and;
  • you are not breaching any law or regulation that are applicable to you or any company, trust or partnership upon whose authority you are acting.

• Buyer’s Representations and Warranties

  • The buyer represents and warrants that they have sufficient funds available to complete the transaction, including the purchase price and any associated fees.
  • The buyer represents and warrants that they intend to purchase the property for legitimate purposes and not for speculative or fraudulent activities.
  • The buyer represents and warrants that their participation in the transaction complies with all applicable laws and regulations, including but not limited to anti-money laundering and prohibition of terrorist financing laws.

• Seller Representations and Warranties

  • The seller represents and warrants that they are the legal owner of the property being sold or have the legal authority to sell the property on behalf of the owner.
  • The seller represents and warrants that the property is free from any liens, encumbrances, or legal issues that would prevent the sale.
  • The seller represents and warrants that they have disclosed all material information about the property, including any defects or issues, to the buyer and Trustcrow.
  • The seller represents and warrants that their participation in the transaction complies with all applicable laws and regulations.

• Third Party Service Provider Representations and Warranties

  • The service provider represents and warrants that they possess all necessary qualifications, licenses, and permits to perform the services they are offering through the Platform.
  • The service provider represents and warrants that they will perform their services with the highest ethics standard, due diligence, professionalism, and in accordance with industry standards.
  • The service provider represents and warrants that their participation in the transaction complies with all applicable laws and regulations.
  • The service provider represents and warrants that there are no conflicts of interest that would impair their ability to perform their duties impartially and in the best interests of the buyer and seller.

6. Trustcrow Fees

• Escrow Fees

  Trustcrow charges Users a percentage of the sum to be held in escrow for every transaction as consideration for the provision of escrow services. Trustcrow applies a downward sliding scale based on the purchase price of the property. This fee is calculated as a percentage decreasing as the purchase price increases as follows
  
  Once paid, Trustcrow fees are non-refundable. Trustcrow fees may change from time to time. Trustcrow is not responsible for the payment of any sales, use, personal property, or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the transaction.
  
  The party initiating the transaction has the opportunity to select who pays the Service fees and the payment option, and the other party can choose to agree to this arrangement or elect to modify the Escrow Fee payment option. The Escrow Fees can either be paid fully by one party or split into two equal parts and paid by both parties. When a buyer pays all or half the Escrow Fee, the fee will be added to the upfront or initial payment from the buyer. When a seller pays all or half the Escrow Fee, this fee amount will be deducted from the disbursement amount due to the seller.

• Listing Fees

  Trustcrow charges sellers a listing fee of 4% of theproperty's listed price for posting real property on the Marketplace. This fee covers the cost of showcasing the property to potential buyers on the Platform.
  
  Listing fees are non-refundable once the property is listed. The fee may be subject to change, and sellers are responsible for any applicable taxes related to the listing.

• Referral Fees

  For due diligence and title perfection services, Trustcrow charges a flat fee of 20% per transaction referred to third party legal partners.
  
  The due diligence and title perfection fee is non-refundable and may change over time.

• Brokerage Fees

  Trustcrow charges a brokerage fee of 3.5% of the property purchase price for facilitating the purchase of property through its platform. This fee is deducted from the amount paid to the seller once purchase price is received. This fee is in consideration for Trustcrow’s services in assisting the buyers with negotiating, securing, and purchasing the property.
  
  The brokerage fee is non-refundable once deducted. The fee shall be retained by the company from the seller's proceeds upon the successful completion of the transaction.

7. Intellectual Property

• The Service and all rights in our product name, trade names, logos, service marks, slogans, product packaging, its original content, features and functionality are and will remain the exclusive property of Trustcrow. Our trademarks may not be used in connection with any product or service without our prior written consent.

• You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit Trustcrow’s website or Trustcrow Content, except to the extent that you are the legal owner of certain User-Submitted Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Trustcrow or its licensors, except for the licenses and rights expressly granted in these Terms.

• Subject to your compliance with these Terms, Trustcrow grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to access and view any Trustcrow Content made available on or through the website and accessible to you, solely for your personal and non-commercial use.

• Users shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent that applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

8. Terms specific to Sellers

• On the User Dashboards, a Seller in a transaction must designate a bank account to which payment for the transaction will be made. This account information is crucial for the proper disbursement of funds once the transaction is completed.

• Each seller in a transaction shall provide all necessary documentation and unrestricted access to the property as set forth in the User Dashboards directly to the Buyer(s) or their designated representatives.

• The Seller shall coordinate with the Buyer or its representatives and partner law firms or legal professionals to facilitate the due diligence process, providing any required documentation or access to the property.

• In the event of any dispute regarding the transaction, Trustcrow shall communicate with relevant parties to resolve the issue on the Platform.

• If the Buyer notifies Trustcrow of any issues within the documentation, due diligence or inspection period, Trustcrow will retain the escrowed funds pending resolution of the dispute.

9. Terms specific for the Buyer

• Depending on the transaction amount, the Buyer may remit the funds via various methods, including credit or debit card or wire transfer.

• Regardless of the payment method, the Buyer authorizes Trustcrow to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for a transaction and to initiate any debit or credit entries or reversals that may be necessary to correct any error in a payment or transfer.

• Trustcrow will deposit funds received from the Buyer into an escrow account maintained by a custodian.

• The Buyer may choose to engage any of the partner law firms and legal professionals on the Platform to conduct due diligence on the property, ensuring all legal checks are completed and the property's title is verified.

• Upon satisfactory completion of due diligence, confirmation of title and transfer of possession by the Seller to the Buyer, the Buyer shall notify Trustcrow of the acceptance of the property transfer via the Platform.

• Upon receipt of notice from the Buyer that the property transfer has been accepted, Trustcrow shall transfer the purchase amount (less Trustcrow’s Fees and any agreed sums retained for perfection of title or achieving any other transaction milestones on the Platform) to the Seller’s designated account.

• Transfer to a Seller generally will be initiated within the next business day from the day on which notice of acceptance of the property transfer is received from the Buyer.

• The Buyer agrees to promptly notify Trustcrow of any issues during any of the stages of the transaction.

• If a transaction is cancelled after the funds have been approved by Trustcrow, or the property transfer is rejected by the Buyer, the Buyer is responsible for 100% of the Escrow Fee and any applicable fees related to the return of funds, even if the transaction originated with the Seller paying 100% or another percentage of the Escrow Fee. Trustcrow deducts the Escrow Fee when returning the original payment to the Buyer.

• In all circumstances, Trustcrow strongly encourages both the parties to amicably resolve transaction issues or disputes between themselves before using the Dispute Resolution Process as a last resort.

• Each User must retain and present detailed evidence to support their respective positions. Such evidence can include contracts, receipts, pictures/videos, texts, audio etc. It is vital to keep records throughout the transaction until it is concluded.

10. Platform Dispute Resolution between Buyer and Seller

• Trustcrow shall only resolve User disputes arising out of the use of its Platform. Where a platform dispute occurs, Trustcrow’s dispute resolution process will be initiated. Disputes arising between Users include (but are not limited to):

  • dispute over terms of the sale contract (e.g., contingencies, closing dates, or obligations of each party).
  • dispute over the property's condition at the time of handover might not match its condition during inspection or viewing.
  • hidden lien or encumbrance on the property.
  • issue with the search report prepared by legal firms on the platform.

• In all circumstances, Trustcrow strongly encourages both the Users to amicably resolve transaction issues or disputes between themselves through informal negotiation before using this dispute resolution process as a last resort. The Users shall use their best efforts to resolve a dispute through negotiation within 14 (fourteen) business days of the dispute arising, before submitting to Trustcrow’s dispute resolution process. If they are able to resolve the dispute through negotiation, they shall promptly notify Trustcrow of the negotiation terms. If they are unable to do so, they may decide to submit themselves to Trustcrow’s dispute resolution process.

• The dispute process begins on the day the Buyer marks a documentation “Rejected” or a milestone “Unresolved” on their Trustcrow Account. Both parties to the dispute can elect to have their dispute arbitrated by the Trustcrow’s dispute team. The role of the dispute team is to take all actions needed to resolve a case in an impartial and evidential manner. Trustcrow’s verdict is binding and may be entered as judgement in any court of competent jurisdiction.

• Each party has a maximum of 3 (three) business days to present detailed evidence to support their respective positions. Subject to a request from either User, Trustcrow can extend the timeframe for the Users to present evidence to support their respective positions. Such evidence can include contracts, receipts, pictures/videos, texts, audio etc. It is vital to keep records throughout the transaction until it is concluded. The dispute will be resolved based upon the evidence provided through the Platform, or that is otherwise available to Trustcrow, such as the property description, contract uploaded at transaction creation and correspondence between the Users. Where Users are unable to produce detailed evidence to support their respective positions, Trustcrow would be unable to render a verdict concerning such dispute and decline to arbitrate over such dispute. In that instance, the Users may choose to explore other dispute resolution options.

• The dispute team will review all evidence and other information provided to reach a decision (usually within 72 hours).

• If either User fails to respond to the dispute or otherwise comply with a demand from Trustcrow within the time permitted, they will automatically lose their right to the dispute including the right to the escrowed funds which will be transferred to the counterparty. Users are required to check their Trustcrow Account regularly while their transaction is ongoing.

• After Trustcrow renders a verdict on a dispute, the transacting Users shall proceed with the transaction based on the decision rendered by Trusctcrow.

• Where either User is however dissatisfied with the verdict given by the Trustcrow, such party has the right to explore other dispute resolution options as may be agreed between them. Trustcrow shall not be liable for any damages whatsoever or be the subject of a legal action/proceeding, resulting from its decision. Where either of the Users initiate further legal action/proceeding regarding a dispute, Trustcrow shall not be added to such legal action/proceeding. Where however, Trustcrow is included in a legal action/proceeding between Users, Truscrow may interplead the escrowed funds with a court of competent jurisdiction. Notwithstanding any other provision in these Terms to the contrary, and regardless of whether Trustcrow is identified as a party to any legal action/proceeding as a result of this clause, nothing in these Terms shall be construed to limit Trustcrow’s legal and/or equitable rights, including but not limited to the filing of an interpleader action in any court of competent jurisdiction.

• Trustcrow shall be entitled to recover from both the Users (jointly or separately) all costs and legal fees incurred as a result of being added to a legal action/proceeding.

11. Dispute Resolution Process

• This Term shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.

• Any controversy or dispute arising out of or connected with this Term which cannot be resolved mutually in accordance with article 8 above, or the breach of a decision or agreement reached thereof which cannot be mutually resolved by amicable discussions between the Users (‘the dispute’) shall be referred to the Lagos Court of Arbitration (LCA) for Arbitration before a single arbitrator in accordance with the Arbitration and Mediation Act 2023.

• The Users shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing, the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.

• Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both Parties.

12. Prohibited Activities

• You shall not use the Services for any purpose that is prohibited by these Terms. You are responsible for all your activity in connection with the Services. Violation of our rules may result in the termination and cancellation of your account. You acknowledge and agree that we may terminate any Trustcrow Account at any time for any reason (including, but not limited to, our independent assessment or the receipt of claims or allegations from third parties or authorities).

• You shall not utilise the Site or the Services for any illegal purpose.

• You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Site, you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
  • use the Site or Trustcrow Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies endorsement, partnership or otherwise misleads others as to your affiliation with Trustcrow;
  • copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Site in any way that is inconsistent with Trustcrow’s Privacy Notice or these Terms or that otherwise violates the privacy rights of Users or third parties;
  • use the Platform in connection with the distribution of unsolicited commercial messages ("spam");

  • use the Platform with the intention for any other reason;

    • discriminate against or harass anyone on the basis of race, tribe, origin, religion, gender, physical or mental disability, medical condition, marital status, or age, or otherwise engage in any abusive or disruptive behaviour;
    • use, display, mirror or frame the Platform or Trustcrow Content, or any individual element within Trustcrow, Trustcrow’s name, any trademark, logo or other proprietary information belonging to Trustcrow, or the layout and design of any page or form contained on a page in the Platform, without Trustcrow’s express written consent;
    • dilute, tarnish or otherwise harm Trustcrow’s brand in any way, including through unauthorized use of Trustcrow Content, registering and/or using Trustcrow’s or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Trustcrow’s domains, trademarks, taglines, promotional campaigns or Collective Content;
    • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
    • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Trustcrow or any of Trustcrow’s providers or any other third party to protect the Platform;
    • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
    • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;
    • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

• You acknowledge that Trustcrow has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User-Submitted Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure User’s compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Trustcrow in good faith, and to provide Trustcrow with such information and take such actions as may be reasonably requested by Trustcrow with respect to any investigation undertaken by Trustcrow or a representative of Trustcrow regarding the use or abuse of the Platform.

• If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Trustcrow by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

13. Rejection of Payment

Since the use of a bank account, credit/debit card account, or the making of an electronic funds transfer may be limited by your agreement with your financial institution and/or by applicable laws, Trustcrow is not liable to any User if Trustcrow does not complete a transaction as a result of any such limit, or if a financial institution fails to honour any credit or debit to or from an account.

14. Links to Other Websites

• The Platform may contain links to third-party websites or services that are not owned or controlled by Trustcrow.

• Trustcrow has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Trustcrow shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

15. Termination

• We may terminate or suspend our Service to you immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

• Upon termination, your right to use the Platform and our Service will immediately cease. If you wish to terminate your transaction, you may simply send an email to letstalk@gotrustcrow.com

16. Indemnity

You agree to indemnify and hold harmless Trustcrow, its affiliates and subsidiaries, its officers, directors, employees and agents, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

• your fraudulent or illegal use of the Services or the Platform;

• your negligence or any default by you of any of these Terms;

• any inaccurate or incomplete information that you have knowingly provided to us;

• you allowing any other person to access your account either with your permission or as a result of your failure to keep your username and password private;

• any claim made against you for actual or alleged infringement of Trustcrow’s Intellectual Property or any actual or alleged infringement of a third party’s Intellectual Property arising out of or in connection with our Services or your use of the Platform.

17. Limitation of Liability

In no event shall Trustcrow, its directors, employees, partners, agents, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, data, use, goodwill, or other intangible losses, resulting from:

• your use of the Platform or the Services or your inability to use the Platform or the Services;

• any conduct or content of any third party on the Platform;

• any unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose;

• any legal proceedings between you and any third parties.

18. Disclaimers

Your use of the Service is at your sole risk. The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. The Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

• Trustcrow, its subsidiaries, and its affiliates do not warrant that a) the Platform will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Platform is free of viruses or other harmful components; or d) the results of using the Platform will meet your requirements.

• The Platform Provider, as the provider of the digital real estate marketplace Platform, does not confirm the veracity or validity of any title documents uploaded or provided by users on the Platform.

• Trustcrow does not make any representation or warranty as to the completeness or validity of any agreements entered into between Users on the Platform.

• All Users of the Platform are solely responsible for conducting their own due diligence regarding the properties listed, the title documents provided, and any agreements made with other users.

• Users must make their own decisions to transact on a willing buyer or willing seller basis without relying solely on information provided on the Platform.

• Trustcrow expressly disclaims any liability for any inaccuracies, errors, or omissions in the information provided on the Platform.

• Trustcrow shall not be liable for any losses or damages arising from the reliance on any information provided on the Platform or from any transactions conducted between users of the Platform.

• Once the conditions set by the parties involved in a transaction have been met, Trustcrow shall not initiate or be required to issue any refunds from the escrow account.

• The escrow service is provided as a neutral holding account, and funds will only be released once all predefined conditions agreed upon by the transacting Users have been fulfilled.

• Trustcrow does shall not make any representations or warranties, including but not limited to false or misleading representations, with respect to the specifications, or features of the third-party service provider’s services and expressly disclaims all liabilities that arise out of the engagement, including but not limited to misappropriation of funds and/or the provision of subpar services,

• You understand and agree that agreeing to access services provided by third party service providers on the Platform creates a separate contract with those service providers. Trustcrow therefore disclaims all liability, cost or expenses arising out of such a separate agreement.

• Trustcrow does not make any representation or warranties as to the quality or performance of the Platform and hereby disclaims all liability arising from the use of the Platform, including but not limited to technical failures, security breaches, or data loss.

• Trustcrow disclaims any liability for any errors, omissions, or inaccuracies in the information provided on the Platform regarding the properties or Services listed, including but not limited to property descriptions, pricing, and availability.

• Trustcrow shall not be held liable for any acts or omissions of the third-party service providers on the Platform, including but not limited to any failure to perform services engaged and paid for, negligence, or breach of contract with Users.

• Trustcrow disclaims all liability for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible losses, even if Trustcrow has been advised of the possibility of such damages.

• Trustcrow does not warrant or guarantee the successful closure of any transaction on the Marketplace and disclaims any liability for any transactions that fail to close or are otherwise not completed to the satisfaction of the Users or any third-party service provider.

• You acknowledge and agree that Trustcrow’s role is limited to providing a Platform for facilitating the Services, and Trustcrow is not responsible for verifying the accuracy or legitimacy of the property listings or title or the credentials of any third-party service provider.

• Trustcrow disclaims all liability for any legal or regulatory compliance issues arising from any third-party service provider’s provision of services to Users, including but not limited to issues related to licensing, permits, or other regulatory requirements.

• Trustcrow reserves the right to modify, suspend, or discontinue the Platform or any part thereof at any time without notice, and shall not be liable to any third-party service provider or User for any such modifications, suspensions, or discontinuations.

• This disclaimer is consistent with customary practices within the real estate industry, emphasizing the responsibility of each party to perform their due diligence and ensure all aspects of the transaction are satisfactory before proceeding.

19. Dispute Resolution

• Any disputes arising under or in connection with the validity, interpretation and performance of this Terms between you and Trustcrow or between Trustcrow and any third parties that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.

• The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing, the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.

• Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

20. Force Majeure

Trustcrow shall not be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to natural disasters, war, riot, civil commotion, weather, pandemics, epidemics, labour disputes, failure of sub-contractors or any other cause beyond its reasonable control and whether or not of a similar nature to the foregoing.

21. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to Trustcrow’s Platform or Services. You may submit your feedback by emailing us at letstalk@gotrustcrow.com. Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting your feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

22. Changes to Terms & Conditions

Trustcrow reserves the right, in its sole discretion, to change these Terms of Service. Trustcrow encourages you to periodically review the Terms to stay informed of our updates.

23. Contact Us

If you have any questions about these Terms, please contact us at letstalk@gotrustcrow.com. This document was last updated on August 10th, 2024.