Terms of Engagement and Use

1INTRODUCTION

These Terms of Engagement and Use (“Terms”) constitute the sole and exclusive agreement governing the use of the yalla Platform by all Users, including Buyers and Sellers. No separate or supplemental agreements shall govern the relationship between yalla and any User unless expressly incorporated by reference herein or separately executed in writing by yalla.

2DOCUMENT STRUCTURE

These Terms are organized into the following Parts:

PART A – SELLER TERMS: Applicable to Users who register as Sellers to list Goods or Services on the Platform. Users registering as Sellers must accept both Part A and Part C.

PART B – BUYER TERMS: Applicable to Users who register as Buyers to purchase Goods or Services on the Platform. Users registering as Buyers must accept both Part B and Part C.

PART C – GENERAL PLATFORM TERMS: Applicable to all Users of the Platform, regardless of whether they register as Buyers or Sellers. All Users must accept Part C.

Users who register in multiple capacities (e.g., as both a Seller and a Buyer) must accept the Parts applicable to each capacity in which they register.

3DEFINITIONS

Unless the context indicates otherwise, the words and expressions set out below shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely:

3.1“Applicable Laws” means all applicable laws, regulations, statutes, codes, standards, directives and legally binding requirements applicable in the Republic of South Africa, including the Consumer Protection Act No. 68 of 2008 (“CPA”), the Protection of Personal Information Act No. 4 of 2013 (“POPIA”), the Electronic Communications and Transactions Act No. 25 of 2002 (“ECTA”), the National Environmental Management: Biodiversity Act No. 10 of 2004 (“NEMBA”), the Threatened or Protected Species Regulations (“TOPS Regulations”), the Meat Safety Act No. 40 of 2000, the Animal Identification Act No. 6 of 2002 and any regulations relating to livestock movement, animal health and agricultural trade;

3.2“Buyer” means any registered user of the Platform who purchases Goods or Services from a Seller through the Platform, as indicated in the Transaction Terms;

3.3“Delivery Confirmation” means the Seller’s confirmation through the Platform that the Goods have been handed over for delivery or collected by the Buyer, which opens the Dispute Window;

3.4“Dispute Window” means the 24-hour period following Delivery Confirmation during which the Buyer may raise a dispute regarding the Goods or Services;

3.5“Business Day” means any day which is not a Saturday, Sunday or a public holiday in the Republic of South Africa;

3.6“Escrow Account” means the third-party escrow account maintained by the Escrow Provider into which the Buyer pays the Purchase Price and Platform Fee and from which funds are released to the Seller upon satisfaction of the release conditions;

3.7“Escrow Provider” means the third-party escrow service provider designated by yalla to hold and release funds, currently TradeSafe or such other provider as yalla may designate;

3.8“Farm Assurance” means the buyer-protection product offered through the Platform, comprising escrow protection, the Dispute Window and the dispute resolution process described in these Terms;

3.9“Goods” means livestock, agricultural products, equipment, feed and any other items listed for sale on the Platform by a Seller;

3.10“Listing” means a product or service listing created by a Seller on the Platform, including all photographs, descriptions, pricing and other information provided by the Seller;

3.11“Parties” means yalla, the Seller and the Buyer and “Party” shall mean any one of them as the context requires;

3.12“Platform” means the yalla mobile application and website through which Sellers list Goods and Services and Buyers purchase them;

3.13“Platform Terms of Use” means the terms and conditions of use of the Platform as published on the Platform and updated from time to time, which govern general Platform access, registration, user conduct, content policies and other operational matters and which are incorporated by reference into this Agreement;

3.14“Platform Fee” means yalla’s service fee for the use of the Platform, worked out on the amount the Seller receives on an order and included in the listed price, as set out in clause 22;

3.15“Purchase Price” means the price agreed between the Buyer and Seller for the Goods or Services, as specified in the Listing and confirmed at checkout;

3.16“Seller” means any registered user of the Platform who lists Goods or Services for sale on the Platform, as indicated in the Transaction Terms;

3.17“Services” means any agricultural services listed for sale on the Platform by a Seller;

3.18“Transaction” means a completed purchase of Goods or Services through the Platform, from the point of checkout through the release of funds from escrow;

3.19“Transaction Terms” means the details of a particular Transaction recorded on the Platform at checkout, including the Goods or Services, quantity, Purchase Price, delivery method and Delivery Address;

3.20“User” means any person who accesses or uses the Platform, including Buyers, Sellers, browsers, registered account holders and service providers;

3.21“yalla” means the Platform operator, yalla Proprietary Limited (registration number: 2026/097649/07) or its successor entity;

3.22“Registered User” means any individual or entity that has completed registration on the Platform, including, for a User who sells or is to be paid through the Platform, providing the identity and bank details required for payouts;

3.23“Personal Information” shall have the meaning ascribed thereto in POPIA and other applicable data protection laws, to the extent required;

3.24“Privacy Policy” means yalla’s privacy policy as published on the Platform and updated from time to time;

3.25“Processing” shall have the meaning ascribed thereto in POPIA, and “Process” shall have a similar meaning as the context requires;

3.26“Rating” means the feedback and rating provided by Buyers and Sellers after each completed Transaction, which contributes to a user’s reputation on the Platform;

3.27“Transaction” means each individual sale and purchase of the Goods or Services concluded between a Buyer and a Seller through the Platform, commencing when the buyer completes the checkout process and pays the agreed Purchase Price, together with any Platform Fee, into the Escrow Account and ending when those funds are released to the Seller and includes all rights and obligations of the Buyer and the Seller in respect of that sale and purchase.

3.28“Terms of Engagement and Use” means these terms and conditions;

3.29“RSA” means the Republic of South Africa;

3.30“Signature Date” means the date upon which the Seller and Buyer have accepted these Terms of Engagement and Use;

3.31“VAT” means value-added tax charged and levied in terms of the Value-Added Tax Act No. 89 of 1991 and any other indirect tax additionally imposed; and

3.32“ZAR” means South African Rand.

4BINDING NATURE OF TERMS AND CONDITIONS

4.1By registering on the Platform and agreeing to these Terms, each User accepts and agrees to be bound by (a) Part A (Seller Terms), which applies to all Sellers; (b) Part B (Buyer Terms), which applies to all Buyers and (c) Part C (General Platform Terms), which applies to all Users. Users registering in multiple capacities must accept all applicable Parts.

4.2To register as a User on the Platform, a person must be at least 18 years of age, have legal capacity to enter into binding agreements and be a resident of the RSA or conduct business in the RSA.

4.3Every account on the Platform can both buy and sell. Every User therefore accepts Part A, Part B and Part C at registration, and does not need to accept further terms to change from buying to selling.

PART A: SELLER TERMS

5SELLER CONDUCT STANDARDS

The Seller shall at all times: (a) provide accurate and complete information during registration, when setting up payouts and in every Listing; (b) own, or be authorised by the owner to sell, all Goods listed, and hold every permit, licence, removal certificate, health certificate and movement permit required by Applicable Laws; (c) use photographs that depict the actual Goods in their current condition; (d) deliver the Goods, or make them available for collection, as described in the Listing and as agreed with the Buyer, and confirm the hand-over through the Platform; (e) act in good faith in all dealings with Buyers and yalla, including in the dispute process; and (f) comply with all applicable laws regarding the sale, transport and welfare of the Goods.

6SELLER ACKNOWLEDGMENT AND ACCEPTANCE

By checking the box marked “I accept the Seller Terms” during registration, the User acknowledges that they have read, understood and agree to be bound by all provisions of this Part A. This acceptance constitutes a legally binding agreement between the User (as Seller) and yalla.

☐ I ACCEPT THE SELLER TERMS (PART A)

PART B: BUYER TERMS

7BUYER CONDUCT STANDARDS

The Buyer shall at all times: (a) provide accurate and complete information during registration and checkout; (b) pay the total shown at checkout; (c) inspect Goods thoroughly upon delivery or collection; (d) accept delivery or report a problem promptly through the Platform; (e) act in good faith in all dealings with Sellers and yalla, including not making fraudulent dispute claims and (f) comply with all applicable laws regarding the purchase and use of Goods.

8BUYER ACKNOWLEDGMENT AND ACCEPTANCE

By checking the box marked “I accept the Buyer Terms” during registration, the User acknowledges that they have read, understood and agree to be bound by all provisions of this Part B. This acceptance constitutes a legally binding agreement between the User (as Buyer) and yalla.

☐ I ACCEPT THE BUYER TERMS (PART B)

PART C: GENERAL PLATFORM TERMS

The following terms and conditions apply to all Users of the Platform, regardless of whether they register as Buyers or Sellers. By accessing or using the Platform, each User agrees to be bound by the provisions of this Part C.

9ELIGIBILITY AND ACCOUNT REGISTRATION

9.1The User must provide accurate, complete and current information when registering and using the Platform. A User registers with their name and email address. A User who sells, or is otherwise to be paid through the Platform, must also provide their full legal name, South African ID number (or, for a juristic person, its registration number), mobile telephone number, address and bank account details when setting up payouts; these are passed to the Escrow Provider, which may verify them, and a Seller’s Listings are not shown to Buyers until they have been provided. A Buyer provides a mobile telephone number and the delivery or collection details needed for each order at checkout.

9.2Registration is mandatory for both Buyers and Sellers. The Escrow system requires identified parties on both sides of a Transaction.

9.3The User must keep login credentials, passwords and account access secure and must immediately notify yalla of any unauthorised access, credential compromise or security incident. The User is responsible for all activity conducted through the User’s account.

9.4yalla may reject, suspend or terminate any registration or account where the User provides false or misleading information, fails verification, breaches these Terms, engages in fraudulent, illegal or harmful conduct or where yalla determines in its sole discretion that continued access poses a risk to the Platform, other Users or yalla.

10APPOINTMENT

Where a User asks yalla, through the Platform, for help with transport for an order, the User appoints yalla to connect the User with, or arrange transport through, an independent transport provider on the User’s behalf, on the terms and for any fee shown before the User agrees. yalla does not itself transport Goods, and the transport provider is responsible for the Goods in transit.

11DURATION

Notwithstanding the Signature Date, these Terms will apply indefinitely between yalla and the Buyer or Seller, as applicable, from the initial engagement between the Parties or until such time as the engagement is terminated in accordance with the provisions contained in these Terms.

12APPLICATION OF THE CPA

12.1The Parties acknowledge and agree that, where the Buyer or Seller, as applicable, is a juristic person (as defined in section 1 of the CPA) and such juristic person’s annual turnover or total asset value at the time of conclusion of these Terms equals or exceeds the monetary threshold prescribed in terms of section 5(2)(b) of the CPA, then the provisions of the CPA shall not apply to these Terms.

12.2If the Buyer or Seller, as applicable, is a juristic person, whose annual turnover or total asset value at the time of conclusion of these Terms is less than the monetary threshold prescribed in terms of section 5(2)(b) of the CPA, then the provisions of the CPA shall apply to these Terms.

12.3To the extent that the Buyer or the Seller, as applicable, constitutes a “consumer” as contemplated in the CPA, the provisions of the CPA shall apply to these Terms to the extent applicable

13LISTING AND ACCEPTANCE

13.1The Seller shall create each Listing in accordance with the Platform’s listing standards, including complete and accurate descriptions, clear photographs, and pricing information. yalla shall review each Listing for completeness and image quality before publication, but such review does not constitute verification of the accuracy, ownership or quality of the Goods or Services listed.

13.2The Buyer may browse Listings, make enquiries through in-app messaging, and make offers to the Seller. Upon agreement on price and terms, the Buyer shall complete the checkout process and pay the Purchase Price plus Platform Fee into escrow. Completion of payment constitutes acceptance of the Seller’s offer and creates a binding contract between the Buyer and Seller. Once payment is secured in Escrow, the Seller shall:

13.2.1proceed with the Transaction on the Transaction Terms, in which case the contract between the Buyer and the Seller shall be performed in accordance with these Terms; or

13.2.2where the Seller is unable to meet the requirements of the Transaction, inform the Buyer and yalla through the Platform without delay, in which case:

13.2.2.1the Transaction may be cancelled and the Buyer refunded in full through the Escrow Provider;

13.2.2.2the Buyer and the Seller may agree different terms through the Platform, which shall then apply to the Transaction; and/or

13.2.2.3the Buyer shall be free to source the Goods from other suppliers.

14CANCELLATION OF TRANSACTION

14.1yalla may cancel a Transaction, with a refund to the Buyer through the Escrow Provider (less the escrow fee, as set out in clause 18.4), by notice through the Platform (and the Buyer or Seller, as applicable, shall have no claim against yalla):

14.1.1at any time before the Seller confirms the hand-over of the Goods; and/or

14.1.2where yalla reasonably considers it appropriate in the circumstances, including suspected fraud, a prohibited Listing or an Event of Default.

14.2A Buyer may cancel a paid Transaction from the order screen, and receive a refund at once (less the escrow fee, as set out in clause 18.4), until the Seller confirms the hand-over of the Goods. This does not need yalla’s approval.

15CHANGES TO TRANSACTION

15.1The Buyer or Seller may not unilaterally, whether in writing or otherwise, decrease the quantity of Goods ordered in terms of any Transaction without the prior written consent of yalla.

15.2The Parties must in writing agree to any deviation in the quantity of Goods ordered in terms of any Transaction.

16DELIVERY OF GOODS

16.1The Seller shall deliver the Goods to the Buyer at the Delivery Address specified in the Transaction Terms, or the Buyer may collect the Goods from the Seller if agreed between the parties. Upon confirmation that funds are secured in escrow, the Seller shall receive written confirmation and shall proceed with preparation and delivery of the Goods.

16.2For livestock transactions, the Seller shall be responsible for loading the animals and for arranging transport unless otherwise agreed. The Seller shall confirm the hand-over through the Platform and upload proof of it, including transport and movement documentation (such as removal certificates) where applicable.

16.3The Buyer or Seller’s employees/subcontractors may assist with the off-loading of the Goods where such assistance is customary and practicable and in the sole and absolute discretion of the Buyer or Seller, as applicable, but such assistance shall be rendered at the sole risk of the Buyer or Seller, as applicable, without any liability for any loss or damage arising therefrom attaching to yalla or its employees or subcontractors.

17INSPECTION AND DISPUTE PROCESS

17.1The Buyer shall inspect the Goods upon delivery or collection. The Dispute Window opens when the Seller confirms the hand-over through the Platform and runs for 24 (twenty-four) hours. Within it the Buyer shall either accept delivery through the Platform, which releases the funds to the Seller at once and cannot be reversed, or report a problem to yalla from the order screen regarding any material discrepancy between the Goods received and the Listing description.

17.2yalla shall not be liable for any error or inaccuracy in the Listing, any inspection conducted by the Buyer, or any claim regarding the Goods. The Buyer’s own inspection upon delivery is the decisive check, and the Buyer accepts responsibility for thoroughly inspecting the Goods before confirming delivery.

17.3In the event that the Buyer alleges a defect or discrepancy in the Goods, such allegation must be raised through the Platform dispute process within the Dispute Window. If no dispute is raised during the Dispute Window, the Goods shall be deemed accepted and the funds will be released to the Seller in accordance with clause 28.1. For livestock, the remedy shall be financial (a reduced price agreed between the parties, or a refund) rather than return of the animals, as livestock cannot practically be returned after delivery.

17.4A problem report submitted through the Platform (a “Defect Notice”) by the Buyer or Seller, as applicable, must include:

17.4.1a clear and detailed description of the alleged defect;

17.4.2a statement indicating whether the Buyer or Seller, as applicable, intends to request cancellation of the relevant Transaction or a portion thereof;

17.4.3a statement indicating whether the Buyer or Seller, as applicable, intends to request a refund of any portion of the Purchase Price already paid in respect of the alleged defective Goods; or

17.4.4a proposal for retaining the Goods at a reduced Purchase Price.

17.5yalla shall review any request for cancellation or refund in a Defect Notice and may refund the Buyer in full, help the Buyer and Seller agree a reduced price, or refer the Transaction to the Escrow Provider’s dispute process. Where a return of the Goods is agreed (which does not apply to livestock):

17.5.1no refund relating to the returned Goods shall be due until the Goods have been received and inspected by the Seller and the defect has been confirmed; and

17.5.2the Buyer shall return the Goods to the Seller within 5 (five) Business Days of the return being agreed, at the Seller’s risk and expense where the Goods are defective, and otherwise at the Buyer’s risk and expense.

17.6Where a refund is agreed or ordered, the Escrow Provider shall pay it into the Buyer’s wallet within the periods set out in clause 18.3.

17.7In the event the Buyer wishes to retain allegedly defective Goods at a reduced Purchase Price:

17.7.1the Seller may offer a reduced Purchase Price (a partial refund) through the Platform once a problem has been reported, and the Buyer may accept or decline it. No reduction shall be valid unless the Buyer and the Seller agree it through the Platform;

17.7.2should the Buyer and the Seller fail to agree a revised Purchase Price within 5 (five) Business Days from the date of the Defect Notice, yalla may in its sole discretion either:

17.7.2.1refund the Buyer in full (with a return in accordance with clause 17.5 where a return applies) or refer the Transaction to the Escrow Provider’s dispute process; or

17.7.2.2close the Defect Notice, in which case the original Purchase Price shall remain payable in full by the Buyer.

17.8Should any dispute arise between a Buyer and Seller regarding a Transaction, the dispute must first be raised through the Platform’s dispute process within the applicable Dispute Window. yalla shall review the dispute and seek resolution between the parties.

17.9In resolving disputes, yalla shall consider: (a) the Listing description and photographs; (b) communications between the Buyer and Seller; (c) delivery confirmation and timing; (d) any evidence provided by either party and (e) the principle that for livestock transactions, remedies are financial (a reduced price agreed between the parties, or a refund) rather than return of the animals. yalla may resolve the dispute by agreement between the parties (including a reduced price offered by the Seller through the Platform, with the reason for it, and accepted by the Buyer), set a reduced price itself once it has looked into the dispute (which is final, and completes the Transaction at once), refund the Buyer in full, or refer the Transaction to the Escrow Provider’s dispute process, in which case the Escrow Provider’s terms govern the release or refund of the escrowed funds. Only yalla may refer a Transaction to the Escrow Provider’s dispute process. On a reduced price the escrow fee, the Platform Fee and any agent’s commission are paid as they were charged, and the reduction comes off the amount the Seller receives; the Seller is shown each amount before offering one.

17.10The following do not give rise to a right of return or refund, except to the extent required by Applicable Laws: (a) change of mind, remorse or dissatisfaction unrelated to a defect, misdescription or statutory right; (b) Goods damaged after delivery due to the Buyer’s handling, storage, neglect or misuse; (c) livestock that has been integrated into the Buyer’s herd or flock; (d) matters raised outside the Dispute Window (for Farm Assurance protection) or outside the statutory time limits (for statutory rights); (e) normal wear, aging, deterioration or changes in condition that are inherent to the nature of livestock and perishable goods and (f) market price fluctuations that occur after the Transaction is agreed.

18RETURNS AND REFUNDS POLICY

18.1Livestock cannot be returned. Unlike other goods, a Buyer who receives livestock that does not match the Listing cannot practically send the animals back. The animals have travelled, are on the Buyer’s property, require feed and water and reloading would cause further harm. Accordingly, the remedy in a livestock dispute is financial, a reduced price agreed between the parties or, in clear cases of non-delivery or wholly wrong stock, a full refund, not a return. The Buyer does not have a right of rejection for delivered livestock.

18.2Where a refund is due to the Buyer (whether through dispute resolution, statutory rights or agreed settlement), the Seller is obligated to authorise or fund that refund. The Escrow Provider will pay the refund into the Buyer’s wallet, as set out in clause 22.4.

18.3Refunds will be processed within the following periods: (a) where funds are still in Escrow and a dispute is resolved in the Buyer’s favour: within 5 (five) Business Days of the dispute resolution; (b) where funds have been released to the Seller and a refund is agreed or ordered: within 15 (fifteen) Business Days of the agreement or determination and (c) for statutory returns under Section 56 of the CPA, within 15 (fifteen) Business Days of the Seller receiving the returned goods.

18.4A Buyer who cancels a paid order before the Seller confirms the hand-over is refunded at once, into the Buyer’s wallet. The Platform Fee is not charged on a cancelled or refunded order. The Escrow Provider may retain its escrow fee for the payment method used, and the refund shown on the Platform assumes that it does; any part of that fee the Escrow Provider returns is paid into the Buyer’s wallet as well. That fee is the only amount a Buyer may lose on a refund.

19FIELD AGENT INSPECTIONS (OPTIONAL)

19.1yalla may offer access to a panel of independent field agents who can travel to the Seller and inspect Goods on the Buyer’s behalf before purchase. This is an optional service available for Transactions above a threshold value. Field agents are paid a fixed fee by the Buyer, payable whether or not the Buyer proceeds with the Transaction. The fee is processed through Escrow and released to the agent on delivery of the inspection report.

19.2A field agent inspection confirms that the Goods exist and match the Listing description, counts head, records visible condition, photographs the Goods and files a structured report. A field agent inspection does not: diagnose disease or provide a health opinion (that is veterinary work); warrant that animals are healthy; confirm lawful ownership or verify documentation or bind the Buyer in any way.

19.3An inspection report is an observation at a point in time, not a warranty. It does not extend Farm Assurance, does not lengthen the Dispute Window and does not make yalla liable if the Goods later disappoint.

20CONSUMER RIGHTS UNDER THE CPA

20.1Under Section 56 of the CPA, consumers have the right to safe, good quality goods. Where goods supplied are defective, unsafe, fail to comply with the supplier’s description, or are not of a type and quality that a reasonable consumer would expect, the consumer may within 6 (six) months after delivery return the goods and choose between a refund, replacement or repair.

20.2Application to livestock: Livestock presents unique challenges under this provision. Animals are living creatures whose condition can change after delivery for reasons unrelated to any defect at the time of sale. Livestock cannot practically be “returned” in the same way as manufactured goods. Accordingly, where Goods (particularly livestock) are alleged to be defective or not as described, the practical remedy under the Platform is financial, through the dispute process and Farm Assurance protections, rather than physical return.

21COOLING-OFF PERIOD UNDER SECTION 44 OF THE CPA

21.1Section 44 of the CPA provides that a consumer who concludes a transaction as a result of direct marketing may cancel that transaction, and return any goods delivered, within 5 (five) Business Days after the later of: (a) the date on which the goods were delivered or (b) the date on which the consumer first received a copy of the relevant agreement.

21.2Important notice regarding livestock and perishable goods: Section 44(3)(c) of the CPA provides that the cooling-off right does not apply to goods that “by reason of their nature, cannot be returned or are likely to deteriorate or expire rapidly”. Livestock, live animals and perishable agricultural goods fall within this exception. Accordingly, while Section 44 applies to eligible non-perishable goods purchased on the Platform (such as certain equipment), it generally does not apply to livestock and live animal purchases.

22PRICING AND PLATFORM FEES

22.1The Buyer shall pay the total shown at checkout. A Seller sets the amount they want to receive. Two fees are added to it to make the listed price: the Escrow Provider’s escrow fee, for holding the Buyer’s money, and the Platform Fee, for the use of the Platform. The escrow fee is calculated as a percentage of everything the Buyer pays, the Platform Fee included. The Platform Fee is a reducing percentage of the amount the Seller receives on an order. Each part is charged at its own rate, so the fee never jumps at the edge of a band:

22.1.13% on the first R5,000;

22.1.22.5% on the part from R5,000 to R50,000;

22.1.32% on the part from R50,000 to R100,000;

22.1.41% on the part from R100,000 to R1,000,000; and

22.1.50.5% on every Rand above R1,000,000.

22.2A minimum Platform Fee of R10 per order applies. Where the Platform Fee on an order comes to less than R10, the difference is added to the Buyer’s total as a clearly displayed minimum service fee, so that the Seller still receives the amount they set. Where a Buyer chooses a payment method that costs more to process than the standard bank EFT option, the difference is added to the Buyer’s total as a clearly displayed payment fee, so that the Seller receives the same payout whichever method the Buyer uses. The listed price includes the fees on one item. Because the Platform Fee is worked out on the whole order, a Buyer who buys more than one item pays less than the listed price times the quantity, and the difference is shown to them before they pay as a bulk discount. The Seller receives the amount they set for every item either way. yalla may waive the Platform Fee on some Listings, such as Listings sold by an agent, in which case the listed price and the amounts shown to the Seller reflect the waiver. yalla may introduce, change or remove fees, with reasonable notice where required by law. A change to the escrow fee or the Platform Fee applies only to Listings and orders created after the change takes effect.

22.3Price Rounding: Listed prices are shown in whole Rand. Where the amount a Seller sets, with the fees added to it, comes to an amount that includes cents, the listed price is rounded up to the next whole Rand (for example, R520.09 is listed as R521). The rounded listed price is the Purchase Price payable by the Buyer, and the Seller receives what that price pays after the fees, which is the amount the Seller set or slightly more, never less. A Seller who enters the price Buyers see, rather than the amount they want to receive, has that price listed as entered. The total amount payable, including any minimum service fee or payment fee, is displayed before the Buyer confirms checkout.

22.4The Wallet: Every person the Escrow Provider pays or refunds on the Platform has a wallet with the Escrow Provider. Money released on a sale, an agent’s commission and a refund to a Buyer are paid into the wallet of the person concerned, and the Platform shows each person their own balance and every amount paid in or out. The Escrow Provider pays the whole balance to the bank account on file at its month-end payout run, at no charge. The owner may instead withdraw any amount sooner from the Platform, for which the Escrow Provider charges a withdrawal fee of R5 plus VAT (R5.75), taken off the amount withdrawn. The fee and the amount that will reach the bank are shown before a withdrawal is confirmed, and a confirmed withdrawal cannot be reversed. A Buyer may also pay for an order in full from their wallet balance, at no charge. A wallet with no bank account on file cannot be withdrawn from or paid out until bank details are added, but its balance can still pay for orders. The wallet and the money in it are held by the Escrow Provider under its own terms.

22.5Selling as an Agent: A Seller who lists Goods for another person or business (a “farm”) and earns a commission acts as that farm’s agent. The Seller confirms that the farm has authorised them to sell the Goods on its behalf, to agree prices and delivery arrangements for it, and to give its identity, contact and banking details to yalla and to the Escrow Provider so that it can be paid, and is responsible for holding any registration the law requires of them (in South Africa, livestock and fresh-produce agents must be registered with the Agricultural Produce Agents Council). The Seller sets the commission on each Listing, either as a percentage of the listed price or as a fixed amount for each unit sold (for the whole sale, where a single item is listed); a fixed commission is charged for each unit the Buyer buys, and may not be more than the share of the listed price that a percentage commission is limited to. It is added to the amount the farm is to receive, together with the escrow fee and any Platform Fee, to make the listed price, and each part is shown to the Seller before they publish a Listing and before they accept or make an offer. On release, the Escrow Provider pays the farm’s amount into the farm’s own wallet and the commission into the Seller’s wallet. Where a Buyer is given part of the price back, whether agreed with the Seller or set by yalla, the commission, fixed or a percentage, is paid in full and the reduction comes off the farm’s amount. yalla emails the farm the details entered for it and each sale made in its name; a farm that tells yalla it did not agree to being sold for has its Listings removed and its account put on hold while yalla looks into it, without affecting orders already in Escrow.

22.6Services Listings: Listing agricultural Services is the exception to free listing. A provider pays a monthly or yearly subscription for each Service listed, at the price shown before they pay, collected by yalla’s own payment provider and not through Escrow. The paid period starts when the Service is approved and published; a Service that is rejected and not resubmitted within 14 (fourteen) days is refunded in full. A subscription renews automatically until the provider switches renewal off, and a yearly subscription renews monthly after its year unless the provider chooses another year.

23GENERAL PAYMENT TERMS

23.1All payments to be made pursuant to these Terms shall be made in ZAR through the Escrow Provider, by electronic funds transfer or another payment method it supports (including card, instant EFT and the User’s wallet balance), unless otherwise agreed by the parties.

23.2All payments to be made pursuant to these Terms shall, save as expressly provided for in these Terms, be made without the cost of transfer of funds.

23.3If any payment to be made by a Party pursuant to these Terms falls due for payment on a day which is not a Business Day, then such Party shall make such payment on the following Business Day.

24RISK AND OWNERSHIP

24.1Risk in and to the Goods shall pass from the Seller to the Buyer upon delivery of the Goods at the Delivery Address.

24.2Ownership in and to the Goods shall pass from the Seller to the Buyer upon the release of the Purchase Price from escrow to the Seller.

25STATUS OF RELATIONSHIP

25.1The Parties are independent contracting parties.

25.2Nothing contained in these Terms shall be construed to create any legally binding partnership, joint venture, employment relationship or similar relationship between the Parties.

25.3No Party shall have the authority to bind the other Party to any contracts unless authorised in writing by such other Party.

25.4yalla operates a marketplace platform that connects Buyers and Sellers. The Buyer and Seller contract directly with each other for the sale and purchase of Goods. yalla is not a party to any such contract and is not the seller, buyer, agent, or auctioneer in any Transaction.

26YALLA’S ROLE AS MARKETPLACE OPERATOR

26.1yalla’s obligations are limited to: (a) operating and maintaining the Platform; (b) facilitating Buyer-Seller communication through the Platform; (c) integrating with and instructing the Escrow Provider; (d) enforcing Listing standards and these Terms; (e) mediating disputes between Buyers and Sellers under a published dispute policy and (f) providing customer support.

26.2yalla never receives, holds, routes or refunds a Buyer’s money. All payment and Escrow functions are performed by the Escrow Provider. This is a deliberate architectural choice with regulatory consequences that protects all parties.

27DIVISION OF RESPONSIBILITY

27.1Lawful ownership: yalla does not verify, inspect or guarantee ownership. The Seller warrants lawful ownership of, or authority to sell, all Goods listed. The Buyer may request evidence of ownership before agreeing a price.

27.2Accuracy of the Listing: yalla reviews Listings for completeness and presentation quality only. The Seller is fully responsible for the accuracy of breed, age, weight, condition, quantity and all other details stated in the Listing. The Buyer inspects Goods on delivery.

27.3Brand marks and documentation: yalla does not check, hold or confirm brand marks, removal certificates or movement documentation. The Seller must comply with Applicable Laws and produce documents on request. The Buyer should request such documentation before agreeing a price.

27.4Animal health and disease: yalla does not assess animal health, welfare or disease status. The Seller declares health status and is bound by that declaration. The Buyer inspects within the Dispute Window.

27.5Transport and delivery: yalla does not arrange or provide transport unless separately agreed. The Seller arranges delivery or agrees collection with the Buyer. The Buyer confirms arrival through the Platform.

27.6Identity of counterparty: A Seller’s identity and bank details are captured when the Seller sets up payouts and are passed to the Escrow Provider, which may verify them. Sellers must register truthfully. Buyers trade with a counterparty whose details are on record.

27.7The money: yalla never holds funds. The Escrow Provider holds the Buyer’s payment and releases it to the Seller when the Buyer accepts delivery, or as otherwise set out in these Terms or determined through dispute resolution.

27.8Disputes: yalla mediates disputes as it deems appropriate and in accordance with these Terms. Both the Seller and the Buyer must provide evidence as required.

28ESCROW AND FUND RELEASE

28.1All Transactions are protected by the Farm Assurance program, which includes escrow protection through the Escrow Provider. The Buyer pays the total shown at checkout into escrow. Funds are released to the Seller when: (a) the Buyer accepts delivery through the Platform, which releases them at once and cannot be reversed; (b) the Escrow Provider’s delivery and inspection period expires without the Buyer having accepted delivery and without the Transaction having been referred to the Escrow Provider’s dispute process, in which case the Escrow Provider releases them under its own terms (the automatic release backstop); or (c) a dispute is resolved in favour of the Seller.

28.2yalla never holds or routes funds directly. All funds flow through the Escrow Provider. yalla instructs the Escrow Provider to release funds upon satisfaction of the release conditions. The Escrow Account is insured through the Escrow Provider’s insurance arrangements.

28.3In the event of a dispute, the Buyer should report a problem before accepting delivery. yalla may resolve the dispute by agreement between the parties (including a reduced price offered by the Seller through the Platform, with the reason for it, and accepted by the Buyer), set a reduced price itself once it has looked into the dispute (which is final, and completes the Transaction at once), refund the Buyer in full, or refer the Transaction to the Escrow Provider’s dispute process, in which case the Escrow Provider’s terms govern the release or refund of the escrowed funds. Only yalla may refer a Transaction to the Escrow Provider’s dispute process. On a reduced price the escrow fee, the Platform Fee and any agent’s commission are paid as they were charged, and the reduction comes off the amount the Seller receives; the Seller is shown each amount before offering one. Once the Buyer has accepted delivery, the funds are released and cannot be recovered through the Escrow service.

28.4The Seller acknowledges that: (a) yalla reviews Listings for completeness and image quality only, not for accuracy or ownership; (b) the Seller is solely responsible for the accuracy of all Listing information; (c) yalla does not inspect, verify, or guarantee any Goods and (d) yalla’s role is limited to operating the Platform, mediating disputes and instructing fund release.

28.5yalla undertakes, to the best of its knowledge and belief, subject to applicable limitations:

28.5.1that the Seller shall perform all its obligations under these Terms with reasonable care, diligence and skill in accordance with applicable industry standards; and

28.5.2that the Goods supplied shall materially conform to the Listing description provided by the Seller.

28.6The Goods will be supplied in terms of the Transaction and these Terms.

28.7The Goods will comply with the applicable quality standards and conditions as required by the Applicable Laws.

29SELLER WARRANTIES

29.1Each Seller hereby makes the following representations and warranties to yalla and each Buyer with respect to each Listing and Transaction:

29.1.1this Terms of Engagement and Use does not conflict with or violate in any way, in the event that the Party is a juristic person, its memorandum of incorporation, or such other similar governing document, if applicable;

29.1.2the Seller is the lawful owner of the Goods or is duly authorised by the owner to sell the Goods;

29.1.3this Terms of Engagement and Use is accepted by a duly authorised representative of that Party;

29.1.4all corporate resolutions which may be necessary for them to accept this Terms of Engagement and Use have been duly passed;

29.1.5there are no actions, suits or proceedings or regulatory investigations pending or, to that Party’s knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Terms of Engagement and Use; and

29.1.6the obligations expressed to be assumed by it in terms of these Terms are legal and valid obligations binding on it and enforceable against it in accordance with the terms thereof.

29.2yalla does not verify, inspect, or guarantee the Goods or Services listed on the Platform. yalla reviews Listings for completeness and image quality only. All warranties regarding the Goods or Services are made by the Seller directly to the Buyer, and yalla disclaims any warranty, express or implied, regarding the Goods or Services. The Buyer’s own inspection upon delivery is the decisive check.

30LIMITATION OF PLATFORM LIABILITY

30.1yalla provides the Platform, the trust layer, and the escrow settlement rail. yalla is not a party to any sale between Seller and Buyer, does not take possession of Goods, does not act as agent for either party and does not negotiate on anyone’s behalf. yalla’s obligations are limited to: (a) operating the Platform; (b) enforcing listing standards; (c) mediating disputes under its published dispute policy and (d) instructing release of funds from escrow. yalla shall not be liable to any Seller or Buyer for any loss, damage or claim arising from any Transaction, except where such loss, damage, or claim results from yalla’s fraud or gross negligence. In no event shall yalla’s total liability exceed the Platform Fees actually received by yalla from the relevant Transaction. The User agrees that all information provided on the Platform is provided “as is” and “as available”, except to the extent expressly agreed otherwise.

30.2yalla shall not be liable for losses or damages arising from the User’s inaccurate information, unauthorised use of another person’s information, failed verification, declined application, delayed third-party response, unavailable third-party system, SMS or WhatsApp delivery failure, inability to access the Platform, except to the extent such liability cannot lawfully be excluded.

30.3The transmission of information via the internet, including without limitation e-mail, mobile networks, wireless networks and cloud-based systems, is susceptible to monitoring and interception. The User bears all risk of transmitting information in this manner, except to the extent caused by yalla’s proven gross negligence or willful misconduct. Under no circumstances shall yalla be liable for any loss, harm or damage suffered by the User as a result thereof. yalla reserves the right to request independent verification of any information transmitted via e-mail or electronic communication and the User consent to such verification should yalla deem it necessary.

30.4To the extent permissible by law, neither yalla, its affiliates, shareholders, agents, consultants, contractors, service providers or employees shall be liable, and the User indemnifies yalla, its affiliates, shareholders, agents, consultants, contractors, service providers or employees for any damages whatsoever, including without limitation any direct, indirect, special, incidental, consequential or punitive damages, howsoever arising, whether in an action arising out of contract, statute, delict or otherwise, related to the User’s use of the Platform, reliance upon information, reports, alerts, analytics or content contained on the Platform, inability to access or use the Platform or any functionality thereof, unavailability, interruption and/or malfunctioning of the Platform, inaccurate User data, connectivity failure, third-party system failure or as a direct or indirect result of the User’s failure to comply with any of these Terms.

31FORCE MAJEURE

31.1A Party shall not be in breach of these Terms nor liable to any other Party for any loss or damage caused by delay or non-performance due to force majeure events, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, strikes or other circumstances beyond the Party’s reasonable control, provided such Party notifies the other Parties in writing within 10 (ten) Business Days of such occurrence.

31.2A Party shall be entitled to terminate these Terms by written notice to the other Party, should an event as contemplated in clause 31.1 above persist continuously for a period of 45 (forty-five) days or more.

32PROHIBITED CONDUCT AND EVENTS OF DEFAULT

32.1The following conduct is prohibited on the Platform, and commission of any such conduct shall constitute an Event of Default:

32.1.1listing or selling Goods that the Seller does not own or is not authorized to sell;

32.1.2enters into any arrangement or compromise with any of its creditors;

32.1.3commits any act of insolvency or any act which, had it been committed by a natural person would be an act of insolvency, as defined in the Insolvency Act No. 24 of 1936;

32.1.4has a judgment granted against the Buyer or Seller, as applicable, in any court of law which, is not appealed within the prescribed period, or if not subject to an appeal, remains unsatisfied for a period of 10 (ten) Business days;

32.1.5breaches the terms of a Transaction or these Terms, and fails to rectify such breach after having received 10 (ten) Business Days written notice to rectify such breach from yalla;

32.1.6any fraudulent, deceptive, or misleading conduct, including but not limited to misrepresenting the quantity, quality, breed, age, health, or condition of Goods;

32.1.7attempting to circumvent the Platform to transact directly, including sharing contact information or payment details outside the Platform before funds are secured in Escrow;

32.1.8misusing the dispute process or filing false or bad-faith dispute claims;

32.1.9using the Platform for illegal activity, money laundering, fraud, animal cruelty or any activity harmful to yalla, the Platform, other Users, or the public;

32.1.10listing or selling protected species, prohibited animals, restricted breeds or any other items prohibited on the Platform or by Applicable Laws;

32.1.11manipulating the Platform, ratings or search functionality;

32.1.12posting any Listing that infringes the intellectual property rights, privacy rights, or other rights of any third party;

32.1.13uploading images that are misleading, digitally altered to misrepresent the Goods, stock photographs not depicting the actual Goods or images taken without authorisation; and/or

32.1.14engaging in off-Platform transactions after discovering a counterparty through the Platform without completing a Transaction on the Platform.

(each an “Event of Default”).

32.2Upon the occurrence of an Event of Default, yalla shall have the following rights, without prejudice to any other rights yalla or the non-defaulting party may have:

32.2.1to immediately suspend or terminate the defaulting party’s access to the Platform; and/or

32.2.2to hold any funds in escrow pending investigation and resolution of any dispute arising from the Event of Default;

32.3The following items and categories may not be listed or sold on the Platform, and yalla reserves the right to update this list from time to time:

32.3.1protected, threatened or endangered species listed under NEMBA, the TOPS Regulations or equivalent regulations;

32.3.2animals that cannot legally be kept, sold, transported or imported under Applicable Laws;

32.3.3wild-caught animals unless accompanied by valid permits or unless their trade is lawful under Applicable Laws;

32.3.4pets, companion animals or animals normally sold through pet stores, except where specifically approved by yalla;

32.3.5ivory, rhino horn, or animal products that are illegal to trade;

32.3.6items that infringe patents, trademarks, copyrights or other intellectual property rights;

32.3.7any item whose sale, possession or use is prohibited or restricted by Applicable Laws; and/or

32.3.8items or services that fall outside the categories for which the Platform has been designed, at yalla’s sole discretion.

32.4yalla may also, upon an Event of Default:

32.4.1remove any Listings associated with the Event of Default and require the defaulting party to settle any amounts owing to yalla; and

32.4.2report the conduct to relevant authorities where required by law.

33LIQUOR PRODUCTS

33.1Liquor (including wine, spirits, gin and beer) may only be listed by a Seller who holds, and uploads before listing, a valid licence or registration under the Liquor Act 59 of 2003 and/or the applicable provincial liquor legislation, together with any required South African Revenue Service excise licence. The Seller warrants that the licence remains valid and permits the sale, distance sale and delivery concerned, and must notify yalla immediately if it lapses or is suspended.

33.2Liquor may not be sold or delivered to any person under the age of 18 years. The Seller (or its carrier) must verify the recipient's age by sighting an official identity document on delivery, and must refuse delivery if this is not possible or if the recipient appears intoxicated.

33.3The Seller is solely responsible for compliance with labelling, excise, trading-hours, transport and advertising requirements.

33.4yalla may restrict liquor Listings by province, remove any Listing, and suspend the category at its discretion. yalla does not verify licences and is not the seller or distributor of any liquor and it is not for sale to persons under the age of 18.

33.5Bulk wine, spirits or other unfinished liquor products may be listed only in the Vine to Wine category and sold only between Users who have each uploaded a valid liquor licence or registration and, where applicable, an excise licence. Such Goods may not be sold to consumers. The Seller warrants the accuracy of any cultivar, vintage or origin claim and its compliance with the Liquor Products Act No. 60 of 1989, applicable Wine and Spirit Board schemes, SAWIS reporting and excise requirements, including movement in bond.

34INDEMNIFICATION

34.1The Seller shall indemnify, defend, and hold harmless yalla and the Buyer from and against any and all claims, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of the Seller’s representations and warranties; (b) any inaccuracy in any Listing; (c) any failure to deliver Goods as described; (d) any violation of applicable laws, including but not limited to animal welfare, transport and movement regulations; (e) any infringement of third-party rights or (f) any fraud or willful misconduct by the Seller.

34.2The Buyer shall indemnify, defend, and hold harmless yalla and the Seller from and against any and all claims, damages, losses, costs and expenses arising out of or relating to: (a) the Buyer’s use or misuse of the Platform; (b) any failure to properly inspect Goods upon delivery; (c) any fraudulent dispute claim or (d) any violation of applicable laws in connection with the Buyer’s purchase or use of Goods.

35PLATFORM COMMUNICATIONS

35.1The User acknowledges that communications, messages, uploads, support requests and other information sent, stored and/or uploaded on or through the Platform may be processed by yalla for the purposes of providing, supporting, securing, improving and administering the Platform and Services.

35.2yalla may send Transaction-related communications, delivery confirmations, payment notifications, dispute notifications, support communications and service announcements by push notification, SMS, email or WhatsApp, subject to Applicable Laws.

35.3The Platform includes in-app messaging functionality that enables Buyers and Sellers to communicate about Listings and negotiate Transactions. Users must use the Platform’s messaging system for all Transaction-related communications. No contact details are exchanged until a Transaction is agreed and funds are secured in Escrow.

36RATINGS AND REVIEWS

36.1After every completed Transaction, both the Buyer and the Seller will be invited to rate each other on their dealing experience. This is a rating of what the other party was like to trade with, not a rating of yalla or the payment process.

36.2Only Users who have completed a Transaction with each other, including a Transaction that was refunded, may rate each other. A rating is published on the rated User’s profile when it is submitted, and its author may edit it later. Ratings form part of the User’s trading reputation on the Platform.

36.3Users may not post ratings or reviews that are false, misleading, defamatory, offensive, harassing or in violation of these Terms. yalla reserves the right to remove ratings or reviews that breach these standards. The User who was rated may flag a rating that they believe breaches this clause, with a statement and supporting evidence, and yalla will decide whether to keep or remove it.

37NOTICES

37.1All notices, communications and legal process shall be delivered to the addresses specified in the Transaction Terms or, failing that, to the email address on the User’s account and, for yalla, to hello@yallasa.co.za, or such other address as a Party may specify in writing. Notices may be delivered by hand, email or through the Platform’s messaging system.

37.2Notices must be in writing to be valid.

37.3A Party may change its notice address by giving 10 (ten) Business Days’ prior written notice.

37.4Notices delivered by hand during business hours are deemed received on the day of delivery.

37.5Notices sent by email are deemed received on the Business Day sent, unless a non-delivery receipt is returned.

37.6Actual receipt of a notice is sufficient even if not delivered to the designated address.

38PLATFORM CONTENT AND MODIFICATIONS

38.1yalla reserves the right to make use of the services of third parties to provide aspects of the Platform and Services, including the Escrow Provider, payment processors, hosting providers, verification providers, software providers, data processors and support providers.

38.2yalla may suspend, restrict or terminate access to the Platform or any part thereof for maintenance, security, technical, legal, regulatory or operational reasons, without liability to the User except to the extent required by Applicable Laws.

38.3yalla reserves the right to make improvements, to change or to discontinue any aspect or feature of the Platform from time to time, as well as any information and/or content on the Platform, including category availability, fee structures and Services.

39LINKS TO THIRD-PARTY WEBSITES

39.1Links from the Platform to any other website are provided for convenience only and do not imply affiliation with or endorsement by yalla of the other website. Any dealings that the User may have with linked websites, including advertisements found on the Platform, are solely between the User and the third-party website and the User waives any claims it might have against yalla in respect thereof.

39.2yalla does not assume any responsibility for the protection and privacy of any information which the User has provided while visiting third-party websites. The User should exercise caution when accessing such third-party websites.

39.3The User may not create a link to the Platform from a third-party website or document without yalla’s prior written consent.

39.4Third-Party Market Information: The Platform may display or link to market prices, auction results or other data published by third parties, which is shown as sourced from its owner. Such information is the property of the relevant third party, is provided for general information only, may be delayed, incomplete or inaccurate, and does not form part of any Listing or constitute advice, a valuation or a recommendation by yalla. yalla does not endorse, and is not affiliated with, the third-party source unless expressly stated. Users must not copy, extract or redistribute such information. yalla accepts no liability for any reliance on it, to the maximum extent permitted by Applicable Laws.

40PLATFORM SECURITY

40.1yalla has put in place reasonable physical, electronic and procedural safeguards to secure material and information against loss, misuse, damage or modification and unauthorised access or disclosure.

40.2The User acknowledges that the Platform may depend on mobile devices, browsers, operating systems, internet connectivity, SMS providers, WhatsApp providers, email providers, payment service providers, the Escrow Provider, verification providers, cloud infrastructure and other external dependencies.

41DATA PRIVACY

41.1By using the Platform, each Seller and Buyer consents to yalla’s collection, use, and Processing of Personal Information in accordance with the Privacy Policy. yalla shall process Personal Information only for purposes of operating the Platform, facilitating Transactions, enforcing these Terms and as otherwise described in the Privacy Policy.

41.2Each Party receiving Personal Information shall implement reasonable security measures to prevent loss, damage, unauthorised access or unlawful Processing.

41.3Personal and financial data is secured. Payment credentials are tokenised and never held by yalla. Bank account details provided when setting up payouts are passed to the Escrow Provider and used only for payment settlement.

41.4The Parties shall comply with generally accepted information security practices.

41.5A Party may only Process another Party’s Personal Information with authorisation and shall not disclose it except as required by law or in proper performance of its duties.

41.6The Parties shall promptly notify one another of any suspected unauthorised access to Personal Information.

42CONFIDENTIALITY

42.1"Confidential Information" means all information disclosed by a Party (the “Disclosing Party”) to another Party (the “Receiving Party”) that the Disclosing Party has an interest in keeping confidential, whether disclosed before, during, or after the term of these Terms.

42.2No Receiving Party shall, at any time, disclose or use the Disclosing Party’s Confidential Information, except as follows:

42.2.1disclosure required by law or regulation, provided the Receiving Party gives prior written notice to the Disclosing Party where reasonably practicable;

42.2.2the Receiving Party may disclose the Confidential Information of the Disclosing Party and the existence and contents of these Terms:

42.2.2.1to the extent required by law (other than in terms of a contractual obligation of the Receiving Party); and

42.2.2.2to, and permit the use thereof by, its directors, employees, representatives, agents and advisers to the extent strictly necessary for the purpose of implementing or enforcing these Terms or obtaining professional advice or conducting its business, it being specifically agreed that any disclosure or use by any such director, employee, representative, agent or adviser of such confidential or other information for any other purpose shall constitute a breach of this clause 42 by the Receiving Party.

42.3The provisions of this clause 42 shall cease to apply to any Confidential Information of a Party which:

42.3.1is or becomes generally available to the public other than as a result of a breach by the Receiving Party of its obligations in terms of this clause 42;

42.3.2is received by the Receiving Party from a third party who did not acquire such Confidential Information subject to any duty of confidentiality in favour of the Disclosing Party; or

42.3.3was known to the Receiving Party prior to receiving it from the Disclosing Party.

42.4Each Party acknowledges that breach of this clause 42 may cause irreparable harm for which damages would be inadequate, and that the injured Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

43INTELLECTUAL PROPERTY

43.1All intellectual property rights in the Platform, including but not limited to the yalla name, logo, trademarks, software, website, mobile application and all related technology, shall remain the sole and exclusive property of yalla.

43.2Each Seller retains ownership of intellectual property in its Listings, photographs and content uploaded to the Platform, but grants yalla a non-exclusive, royalty-free license to use, display and reproduce such content for the purpose of operating the Platform and marketing yalla’s services.

43.3No Seller or Buyer shall, without the prior written consent of yalla:

43.3.1copy, reproduce, modify or create derivative works of the Platform or any part thereof;

43.3.2reverse engineer, decompile, disassemble or otherwise attempt to derive the underlying technology of the Platform; or

43.3.3use or exploit yalla’s intellectual property rights in any manner inconsistent with yalla’s ownership or for any purpose other than using the Platform as intended.

43.4This clause 43 shall survive termination or expiration of these Terms.

44CESSION AND ASSIGNMENT

44.1The Buyer or Seller shall not be entitled to cede, assign or delegate any of its rights and/or obligations in terms of or arising from these Terms to any third party without the prior written consent of yalla.

44.2yalla shall be entitled to cede, assign or delegate any of its rights and/or obligations in terms of or arising from these Terms to any third party, by written notice to the Buyer or Seller, as applicable.

45GOOD FAITH AND CO-OPERATION

45.1The Parties shall act in good faith and shall not take any action that would prejudice the rights or interests of any other Party.

45.2The Parties shall cooperate in good faith to give effect to these Terms.

46INTERPRETATION

46.1In these Terms, unless the context requires otherwise:

46.1.1words importing any one gender shall include the other gender;

46.1.2the singular shall include the plural and vice versa;

46.1.3“in writing” shall also include e-mail;

46.1.4“written notice” shall include notice given by means of e-mail; and

46.1.5a reference to natural persons shall include created entities (corporate or unincorporated) and vice versa.

46.2Headings are for convenience only and do not affect interpretation.

46.3Where a clause number conflicts with its heading, the heading prevails.

46.4References to enactments include amendments and re-enactments.

46.5Substantive provisions within definitions shall have full effect.

46.6Prescribed days are reckoned excluding the first day and including the last day, provided that if the last day is not a Business Day, it shall be the next Business Day.

46.7Where words and figures conflict, the words prevail.

46.8Terms defined in any clause apply throughout these Terms unless expressly limited.

46.9The contra proferentem rule does not apply.

46.10The eiusdem generis rule does not apply, and “including” is not limiting.

46.11References to bodies or courts include their successors.

46.12The expiration or termination of these Terms shall not affect such of its provisions if expressly provided that they will continue to apply, after such expiration or termination or which of necessity must continue to apply after such expiration or termination.

47GOVERNING LAW AND JURISDICTION

47.1These Terms of Engagement and Use contains the entire agreement between the Parties as to the subject matter hereof.

47.2No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in these Terms.

47.3Nothing in these Terms excludes the User’s right to refer a dispute to a consumer protection body or to exercise any remedies available under the CPA.

47.4These Terms of Engagement and Use shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the courts of the RSA for the resolution of any dispute arising from or in connection with these Terms or the Platform.

47.5No failure by any Party to enforce any provision of these Terms shall constitute a waiver of such provision.

47.6No waiver of any provision shall be effective unless in writing and signed by the waiving Party, and any such waiver shall apply only to the specific instance given.

47.7No variation, addition, or cancellation of these Terms shall be effective unless in writing and signed by all Parties (including by electronic signature).

47.8If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.

47.9Each Party warrants that it is acting as a principal and not as an agent for an undisclosed principal.

47.10These Terms of Engagement and Use shall bind and be enforceable by and against each Party’s successors, assigns, and legal representatives.

48INDEPENDENT ADVICE

Each Party acknowledges that it has had the opportunity to obtain independent legal advice regarding these Terms and has either obtained such advice or elected not to do so.

49GENERAL TERMS ACKNOWLEDGMENT AND ACCEPTANCE

By checking the box marked “I accept the General Platform Terms” during registration, or by accessing or using the Platform, the User acknowledges that they have read, understood, and agree to be bound by all provisions of this Part C. This acceptance constitutes a legally binding agreement between the User and yalla.

☐ I ACCEPT THE GENERAL PLATFORM TERMS (PART C)