Terms of Use

By accessing, browsing, registering an account, listing a vehicle, contacting a seller or dealer, or otherwise using the Platform, you acknowledge that you have read, understood and agreed to be bound by these Terms.

If you are accessing or using the Platform on behalf of a business or dealership, you represent that you have the authority to bind that business or dealership to these Terms.

These Terms apply to all users of the Platform, including buyers, sellers, dealers, and visitors who browse without registering.

You must have the legal capacity required under applicable Nigerian law to enter into agreements and to use the Platform.

A person creating or operating a dealer or business account on the Platform must have appropriate authority to act on behalf of that business and must be legally permitted to advertise and offer vehicles for sale.

By using the Platform, you represent that your use of the Platform complies with all applicable laws and regulations in Nigeria and any other jurisdiction applicable to you.

AAE provides technology, marketplace discovery and communication infrastructure that enables buyers to discover vehicles and connect with independent sellers and dealers.

Unless AAE expressly states otherwise for a particular service or transaction:

• AAE does not own a vehicle merely because it appears on the Platform.
• AAE is not the seller of vehicles independently listed by sellers or dealers.
• AAE is not automatically the buyer's agent.
• AAE is not automatically the seller's agent.
• AAE does not become a party to a vehicle sale merely because a buyer and seller discovered each other through the Platform.
• Negotiation of price, terms and conditions normally occurs directly between the buyer and the seller or dealer.
• The final vehicle transaction normally occurs directly between the buyer and the seller or dealer.
• Sellers and dealers remain responsible for the vehicles they advertise, the representations they make, the documents they provide, and having the authority to sell.

AAE does not guarantee that any vehicle transaction will be completed, and does not guarantee the outcome of any negotiation between a buyer and a seller or dealer.

Sellers and dealers are responsible for providing materially accurate listing information. Depending on the applicable listing fields, this may include:

• Make, model, model year and trim;
• Vehicle condition;
• Price;
• Location;
• Vehicle images;
• Mileage;
• Registration status;
• Ownership or sale authority;
• Vehicle documentation;
• Known material information about the vehicle; and
• Any other information required by AAE.

Sellers and dealers must not deliberately misrepresent any of the following:

• Vehicle identity, make, model or year;
• Condition, accident history or flood history;
• Mileage;
• Ownership or authority to sell;
• Customs or import status;
• Registration status;
• Documentation;
• Location;
• Price or availability;
• Vehicle images; and
• VIN information.

Misleading advertisements and material omissions, where disclosure is legally required, are prohibited.

AAE may, at its discretion and where reasonable, reject, moderate, reformat, suspend, deactivate or remove listings that violate applicable law, these Terms, Marketplace Rules, security requirements or legitimate marketplace policies. Any formatting or presentation changes made by AAE must not be understood as AAE verifying the underlying seller's claim or the accuracy of any listing information.

Sellers and dealers are responsible for:

• Having legal authority to advertise and sell the vehicle;
• Providing materially accurate listing information;
• Providing legitimate and valid documentation;
• Having lawful ownership or proper authorization to sell;
• Communicating appropriately with buyers;
• Complying with applicable laws;
• Completing transactions they independently agree to;
• Meeting applicable tax, duty or legal obligations;
• Avoiding impersonation of any person, dealer or business;
• Avoiding fraudulent documentation; and
• Correcting materially inaccurate information promptly when it is identified.

AAE may provide account, seller or dealer verification features. A verification label, such as "Verified Dealer", "Verified Seller" or "Verified Account", indicates that AAE has completed certain identity, business or account checks applicable to that account.

Dealer or account verification and vehicle inspection are not the same thing.

A verification label must never be understood to mean that every vehicle offered by that account has been inspected, certified, approved or guaranteed by AAE.

Unless expressly stated otherwise, account verification does not guarantee:

• Vehicle condition;
• Ownership or title;
• Mileage;
• Accident history or flood history;
• Customs status;
• Documentation;
• The seller's future performance; or
• The outcome of any transaction.

AAE does not publicly disclose its internal anti-fraud, moderation or security methodology.

Vehicle inspection is a separate process from account verification. Where AAE provides or facilitates inspection functionality, the following applies:

• Requesting an inspection does not mean the vehicle has passed inspection.
• A vehicle should display an inspection status only according to the actual inspection workflow and result.
• Any inspection badge or status must reflect the actual scope of the inspection performed.

An inspection is not a warranty. Inspections have inherent limitations and cannot necessarily:

• Discover every hidden defect;
• Predict every future mechanical failure; or
• Guarantee future condition.

Buyers should independently evaluate the vehicle and relevant documentation before making any payment.

Buyers are encouraged to take reasonable steps before completing a purchase, including:

• Physically inspecting the vehicle where appropriate;
• Confirming vehicle identity;
• Verifying relevant documents;
• Verifying the seller's authority to sell;
• Confirming the agreed price;
• Confirming transaction terms;
• Conducting an appropriate road test where lawful and safe;
• Using an independent mechanic where appropriate; and
• Resolving all material questions before making payment.

AAE may provide tools intended to improve marketplace transparency, but buyers remain responsible for their own purchasing decisions subject to applicable law.

Listing prices are normally supplied by the independent seller or dealer. Unless expressly stated otherwise, AAE does not independently determine the seller's asking price.

AAE does not guarantee that a listed asking price represents market value, the final negotiated price, or the lowest available price for a comparable vehicle.

Sellers must not intentionally publish false, bait or deceptive pricing.

AAE does not currently hold vehicle purchase money on behalf of buyers or sellers. AAE does not provide escrow services.

Where a buyer and seller complete payment directly between themselves, that payment occurs entirely outside the Platform and AAE does not guarantee any payment made outside the Platform.

Vehicle listings on the Platform are currently free of platform charges. AAE has not introduced subscription or premium billing products. If AAE introduces paid marketplace functionality in the future, applicable information will be presented in accordance with the actual functionality at the time of introduction, subject to applicable terms and disclosures.

AAE may provide the following communication features on the Platform:

• In-house messaging;
• Seller or dealer contact functionality; and
• Telephone contact functionality.

Users must not misuse communication features for spam, harassment, threats, fraud, impersonation, malicious links, illegal solicitation or any other prohibited activity.

AAE may, where reasonable, restrict communication privileges for legitimate security, legal or policy-enforcement purposes.

Users are responsible for:

• Providing materially accurate registration information;
• Maintaining account security;
• Protecting authentication credentials;
• Notifying AAE of suspected unauthorized access; and
• Account activity occurring under their credentials, to the extent legally appropriate.

AAE may investigate and proportionately restrict, suspend or terminate accounts for legitimate reasons such as fraud, attempted fraud, impersonation, prohibited listings, material misrepresentation, abuse, serious security threats, legal requirements, or serious or repeated violations of these Terms.

A report being filed does not automatically result in termination. AAE assesses each matter on its merits.

Users must not use the Platform in connection with any of the following:

• Stolen vehicles;
• Unauthorized vehicle sales;
• Fraudulent documentation;
• Cloned vehicle identities;
• Deliberately false VIN information;
• False mileage claims;
• Knowingly misleading accident or flood claims;
• Deceptive pricing;
• Impersonation of any person, dealer or business;
• Fake dealer identities;
• Fraudulent payment requests;
• Malware or malicious software;
• Prohibited or unauthorized automated access or scraping;
• Interference with Platform security;
• Intellectual-property infringement;
• Unlawful harassment;
• Unlawful discrimination; and
• Any other illegal use under applicable Nigerian law.

Users must not manipulate or attempt to manipulate any of the following:

• Reviews;
• Account verification status;
• Inspection status;
• Listing ranking;
• Seller reputation; or
• Marketplace security systems.

AAE reserves the right to remove content, restrict access, suspend accounts and report matters to relevant authorities where prohibited conduct is identified.

Users retain ownership of content they submit to the Platform, including vehicle images, listing text and other materials, subject to the licence reasonably required for AAE to operate the marketplace.

By submitting content to the Platform, users grant AAE a limited licence to host, store, reproduce, format, display, distribute, resize, technically adapt and promote marketplace listings for the legitimate operation, marketing, security and improvement of AAE.

This licence is limited to the purposes described above. AAE does not claim ownership of seller or dealer photographs or listing content beyond this licence.

Users must have appropriate rights to all content they upload and must not upload content that infringes the rights of any third party.

The Platform, including its name, branding, logos, software, marketplace design, original content, databases and proprietary technology, is owned by or licensed to AAE and is protected by applicable intellectual property laws.

Users must not copy, reproduce, redistribute or misuse AAE's branding, logos or platform content without authorisation.

Third-party vehicle manufacturer names, marks and logos, including but not limited to Toyota, Lexus, Mercedes-Benz and other manufacturers, remain the property of their respective rights holders. Their appearance in listings or on the Platform does not itself imply sponsorship, endorsement or affiliation between any manufacturer and AAE.

Where reporting features are available, users may report:

• Suspicious listings;
• Suspected fraud;
• Inaccurate information;
• Abusive users;
• Intellectual-property concerns; and
• Other policy violations.

A report does not automatically establish wrongdoing. AAE may investigate reports and take proportionate action based on its assessment of the matter.

Where reviews or feedback functionality exists on the Platform, users must provide genuine feedback based on legitimate interactions.

The following is prohibited:

• Purchased reviews;
• Fabricated reviews;
• Coordinated manipulation of reviews;
• Threats used to obtain positive reviews; and
• Unlawful harassment through reviews.

AAE may moderate reviews according to legitimate marketplace policies. AAE does not guarantee that every review reflects an accurate or complete picture of any seller, dealer or transaction.

Vehicle listings are currently free on the Platform. AAE has not introduced active subscription or premium billing products at the date of these Terms.

If AAE introduces paid features such as subscriptions or promotional visibility in the future, applicable information will be presented before purchase, including as appropriate:

• Price;
• Billing period;
• Feature description;
• Renewal information; and
• Cancellation information.

Paid or promoted visibility must never be represented as vehicle certification, inspection, ownership verification or warranty.

AAE may link to or integrate third-party services. Third-party services may operate under their own terms, privacy policies and service conditions.

AAE is not responsible for the conduct, content or practices of third-party services beyond what is required by applicable law. Users should review the applicable terms of any third-party service they interact with.

A vehicle appearing on the Platform does not itself constitute a warranty by AAE.

A dealer or account verification badge does not itself constitute a vehicle warranty.

An inspection does not constitute a warranty unless AAE separately provides an express written warranty defining its exact coverage. AAE does not currently provide such a warranty.

Nothing in these Terms excludes statutory rights that cannot lawfully be excluded under applicable Nigerian law.

Users are encouraged to take reasonable precautions, including:

• Inspecting a vehicle before making payment;
• Verifying seller identity where appropriate;
• Verifying vehicle identity;
• Verifying vehicle documentation;
• Meeting in reasonably safe circumstances;
• Avoiding suspicious payment instructions; and
• Reporting suspected fraud to AAE and, where appropriate, to relevant authorities.

AAE does not promise that it can eliminate every marketplace risk. Users remain responsible for their own safety and purchasing decisions.

AAE may maintain, update, modify, improve or temporarily interrupt Platform features.

AAE does not guarantee uninterrupted or error-free availability of the Platform. AAE may modify or discontinue functionality where legally appropriate.

The Platform is provided on an "as is" and "as available" basis. To the extent permitted by applicable law, AAE makes no representations or warranties of any kind, express or implied, regarding the operation of the Platform or the accuracy, completeness, reliability or availability of any listing, vehicle information, seller representation or communication on the Platform.

AAE does not warrant that vehicles listed on the Platform are as described by sellers, that sellers have authority to sell, or that any transaction will be completed as expected.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Nigerian law.

To the maximum extent permitted by applicable law, AAE shall not be liable for any indirect, incidental, consequential, special or punitive damages arising from or related to your use of the Platform.

Because AAE is a marketplace and not a party to vehicle transactions between independent buyers and sellers, AAE does not accept liability for the acts or omissions of sellers, dealers or buyers, or for the condition, ownership, documentation or legality of any vehicle listed on the Platform, except to the extent that such liability cannot be excluded under applicable Nigerian law.

Nothing in these Terms limits or excludes AAE's own liability for fraud, gross negligence, wilful misconduct or any other liability that cannot lawfully be limited or excluded under applicable Nigerian law.

To the extent permitted by applicable law, you agree to indemnify and hold AAE harmless from claims, losses, damages, liabilities and reasonable costs arising from:

• Your unlawful conduct;
• Fraudulent listings you submit;
• Unauthorized vehicle sales;
• Infringement of third-party rights; and
• Material violations of these Terms.

This indemnity is subject to applicable Nigerian law and does not apply where prohibited.

Personal information is handled under AAE's separate Privacy Policy, which is intended to reflect applicable Nigerian data-protection requirements, including the Nigeria Data Protection Act and other applicable requirements.

The Privacy Policy is a separate document from these Terms. These Terms do not contain the full privacy regime. AAE does not claim guaranteed data-protection compliance.

For questions about how your personal data is handled, you may contact AAE using the contact details provided in the Contact section below.

Users may stop using the Platform at any time. Account holders may request account deletion through the Platform's account management features where available, or by contacting AAE.

Account deletion may be subject to lawful or legitimate retention requirements, including where appropriate:

• Fraud prevention;
• Security;
• Dispute handling;
• Legal compliance; and
• Accounting or financial obligations where applicable.

Detailed retention rules belong primarily in the Privacy Policy.

Users may stop using the Platform at any time. AAE may restrict or terminate access where permitted by these Terms and applicable law.

Clauses that logically survive termination, including those relating to intellectual property, liability, disputes, legal obligations and enforcement, shall continue in effect after termination.

AAE may update or revise these Terms from time to time. When material changes are made, AAE will update the "Last updated" date and version identifier at the top of this page.

For material changes, AAE will provide reasonable notice where legally required or appropriate. Continued use of the Platform after changes take effect may constitute acceptance of the revised Terms to the extent legally valid under applicable law.

Users who do not agree to the revised Terms should stop using the Platform.

Nothing in these Terms excludes, restricts or waives any consumer right, data-protection right, statutory remedy or mandatory liability to the extent that such exclusion, restriction or waiver is prohibited by applicable Nigerian law.

Where these Terms conflict with a mandatory legal requirement, the mandatory requirement prevails to the applicable extent.

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Users are encouraged to contact AAE support first regarding Platform-related concerns or disputes, so that matters can be addressed through good-faith communication where possible.

Where a dispute cannot be resolved informally, it shall be subject to the jurisdiction of the competent courts in Nigeria, without prejudice to any rights users have under applicable law.

If any provision of these Terms is found to be unenforceable or invalid by a court or competent authority, that provision shall be severed and the remaining provisions shall continue in full force and effect.

These Terms constitute the entire agreement between you and AAE regarding your use of the Platform, superseding any prior agreements in relation to the same subject matter.

AAE's failure to enforce any right or provision in these Terms on any occasion does not constitute a waiver of that right or provision.

These Terms do not create any agency, partnership, joint venture or employment relationship between AAE and any user.

Related legal documents — the Privacy Policy and the Vehicle Listing & Marketplace Rules — are separate from these Terms.

For questions, notices or communications regarding these Terms, you may contact AAE at:

Email: support@asabaautoexchange.com

You may also reach AAE through the Platform's contact and support page.

AAE operates from Asaba, Delta State, Nigeria.