MTN Nigeria Foundation Limited by GTE has established this platform, for Users to nominate recipients for MTN Foundation's “What Can We Do Together” Initiative. The initiative focuses on strengthening public health and STEM education infrastructure across Nigeria through the revitalization of Nigeria Primary Healthcare Centres (PHCs), Renovation of Science Laboratories in Nigerian Public secondary schools.

These Terms and Conditions govern your relationship with us and specify how you are permitted to access and use this Platform. Your use of this Platform is subject to your acceptance without modification of the terms, conditions, and notices contained in these Terms and which form part of these Terms. If you disagree with these Terms or any part thereof, you are expressly prohibited from using this Platform and you must discontinue immediately.

The following terms shall have the specific meanings assigned to them in these Terms and Conditions:

“Foundation/MTNF/We/Us/Our” refers to MTN Nigeria Foundation Limited by GTE;

“Initiative” Means the “What Can We Do Together (WCWDT) Initiative;

“PHC” refers to Nigerian Primary Healthcare Centre facilities registered recognized by federal, state, or local authorities in Nigeria;

“Science Laboratory” refers to a science laboratory situated within a public secondary school duly registered and recognized by a competent government authority in Nigeria;

“MTN” means MTN Nigeria Communications PLC;

“Nominated Facility/ Nominee/Facility” refers to a PHC or a Science Laboratory that is nominated as a beneficiary of the WCWDT Initiative;

“Nomination” means a submitted entry proposing a Nigerian Primary Healthcare Centre (PHC) or Science Laboratory for consideration;

“Nominator/User/You/Your/I” refers to you, the person using the Platform and accepting the Terms and Conditions. Where applicable, a User may also be referred to as any individual submitting a Nomination under the Initiative;

“Platform” means the official MTNF web nomination website/Portal for the WCWDT Initiative;

“Privacy Policy” shall refer to MTN's privacy policy which is accessible at https://shop.mtn.ng/privacy- policy-cookie-restriction-mode/.

“Terms and Conditions” means these terms and conditions for the MTN What Can We Do Together Initiative;

By participating in the Initiative, You are deemed to have accepted these terms and conditions.

  1. Binding Agreement

    You agree that the use of this Platform constitutes your acceptance of these Terms. These Terms form a binding legal agreement between you and MTNF with respect to the use of this Platform. All requirements within these Terms will be strictly enforced. Therefore, please ensure you understand and agree to be bound by these Terms. Also, note that MTNF reserves the right to refuse or reject a nomination by for any reason and at any time.

  2. User Representations

    2.1. All information you submit will be true, accurate, current, and complete. MTNF accepts no responsibility for any incorrect or incomplete registration details submitted by nominators as part of the nomination process.

    2.2. You will maintain the accuracy of such information and promptly update such information as necessary.

    2.3. That You will not supply any information which is false or misleading; unlawful, harmful, offensive, threatening, abusive, harassing, invasive of privacy or publicity rights, vulgar, obscene, pornographic, indecent, lewd, suggestive, profane, hateful, racially, ethnically or otherwise objectionable or inappropriate material of any kind;

    2.4. You are 18 years of age and above with legal capacity, and you agree to comply with these Terms and Conditions.

    2.5. Your use of this Platform will not violate any applicable law or regulation.

    2.6. If you provide any untrue, inaccurate, outdated, or incomplete information, we reserve the right to reject your nomination and deny all current or future access to the Platform.

    2.7. If your Nomination is selected, you will co- operate with the Foundation to ensure that the Nominated Facility receives the benefits of the Initiative.

  3. Eligibility for the Initiative:

    3.1. SMS nominations are open exclusively to active MTN Subscribers by sending a nomination via SMS to 421.

    3.2. Nominations on this Platform are open to all individuals, irrespective of mobile network.

    3.3. All nominators must be 18 years of age or above at the time of nomination.

    3.4. The Nominated Facility must be located in Nigeria, publicly accessible, and functionally recognized by the appropriate community or governmental authority.

    3.5. Only shortlisted nominators will be contacted for verification and further information.

    3.6. MTNF reserve the rights in its absolute discretion to determine whether the nomination successfully fulfilled the above requirements.

    3.7. We accept no responsibility for any incorrect or incomplete registration details that nominators may supply as part of your registration in participating in the initiative.

  4. Nomination Rules

    4.1. A Nominator may submit only one (1) nomination during the Initiative.

    4.2. A Nominator is permitted to nominate: a. PHC, b. Science Laboratory, or c. both, provided the submission occurs within a single nomination process.

    4.3. Nominations must be submitted only through: SMS (free for MTN customers), or the official web nomination Portal.

    4.4. The Nominator agrees that they are acting independently and must not present themselves as an agent or representative of MTNF, nor claim to have authority to act on its behalf.

    4.5. The Nominator shall not request, solicit, charge, or receive any form of payment, compensation, benefit, or fee from any Nominated Facility, community, or third party in connection with the nomination process, verification activities, or any aspect of participation in the Initiative. Any such conduct shall constitute a material breach of these Terms and may result in immediate disqualification and other actions deemed appropriate by MTNF.

    4.6. All required information must be provided accurately and completely. Incomplete, forged, misleading, unverifiable, or fraudulent nominations shall be deemed invalid.

    4.7. The Foundation reserves the right to disqualify any nomination that violates these Terms and Conditions.

  5. Shortlisting and Verification

    5.1. Submission of a nomination does not guarantee shortlisting. Only nominators of shortlisted Facilities shall be contacted for further verification.

    5.2. Upon shortlisting, nominators may be required to provide:

    • additional documentation,
    • clarifications,
    • evidence of community consent, and/or
    • access to the nominated facility.

    5.2. Failure to provide requested information or respond within the stipulated timeframe may result in disqualification of the nomination.

    5.3. All shortlisted facilities shall be subject to independent assessments by the Foundation or its appointed agents.

    5.4. School Laboratories or PHCs that have previously received rehabilitation or similar support from the MTN Foundation shall not be eligible to participate in or benefit from this Initiative in the future .

  6. Final Selection

    6.1. Final selection of a Nominated Facility shall be based on criteria determined solely by the Foundation, including but not limited to:

    • community need,
    • feasibility,
    • impact potential,
    • geographic distribution, and
    • alignment with the Initiative's objectives.

    6.2. The Foundation's decisions regarding shortlisting and final selection are final, conclusive, and binding, and shall not be subject to appeal or dispute.

  7. Scope of Intervention

    7.1. The nature and scope of revitalization works to be done on nominated Facilities shall be determined exclusively by the Foundation.

    7.2. The communities which the selected Facilities are situated must permit the Foundation, its representatives, contractors, and partners reasonable access to the nominated facility for assessment and execution of works.

    7.3. The Foundation retains the right to modify the scope of services or withdraw its support if the site becomes inaccessible, unsafe, or non- compliant.

  8. Obligations of the Nominator

    8.1. The Nominator warrants that all information submitted is true, complete, and accurate.

    8.2. The Nominator agrees to participate in verification processes when contacted.

    8.3. The Nominator shall not submit information without having reasonable knowledge of the nominated facility and its location.

    8.4. The Nominator shall use all reasonable efforts to secure the approval of the Community which the Facility is situated for the implementation of the Initiative.

    8.5. The Nominator shall act as a liaison between MTNF and the Nominated Facility or may provide contact information of an authorized liaison for the Nominated Facility.

    8.6. The Nominator shall ensure that the nominated community is free from security threat and that the MTNF Foundation and its contractors have safe passage in and out of the community without threat.

  9. Privacy

    MTN may collect certain Personal Information which is required and appropriate for the use of this Platform. Such information shall include your name, location, mailing address, phone number and email address. All personal information shall be stored, processed and dealt with in line with MTN's Privacy Policy at https://shop.mtn.ng/privacy-policy-cookie- restriction-mode/, the Nigerian Data Protection Regulations and any other applicable extant regulations.

    By using this Platform, the Nominator consents to the collection, processing, storage, and use of personal information for purposes related to the Initiative.

    For more information on our privacy policy and how we manage your data, please refer tohttps://shop.mtn.ng/privacy-policy-cookie- restriction-mode/.

  10. Representation and Warranties

    You represent and warrant as follows:

    10.1. That you are eligible to participate in the Initiative, having no legal disability such as unsoundness of mind, age limitation or any other restriction;

    10.2. That You will not supply any information which:

    • a. is not owned by you, or is false or misleading;
    • b. which is unlawful, harmful, offensive, threatening, abusive, harassing, invasive of privacy or publicity rights, vulgar, obscene, pornographic, indecent, lewd, suggestive, profane, hateful, racially, ethnically or otherwise objectionable or inappropriate material of any kind;
    • c. which may infringe any patent, trademark, trade secret, publicity rights, copyright or other intellectual or proprietary right of any party;
    • d. that violates MTNF's standards or policies as determined by MTNF in its sole discretion; and
    • e. That all information You provide to MTNF is true and correct and shall remain so.

  11. Indemnity

    You shall indemnify MTN and its officers, directors, employees, servants, agents or contractors or other persons against any loss, damage, liability, claim or demand by third parties in relation to your breach of these Terms.

  12. Non-Disclosure and Confidentiality

    Every information, content or incident related to the use of this Platform (“Confidential Information”) shall be treated with the utmost secrecy and confidentiality by you. Except where authorized by MTN in writing, you shall not disclose such Confidential Information) to any third party whatsoever.

    Where Confidential Information is released to or accessed by you in accordance with the requirements as provided above, you shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of data and Confidential Information; except to a third party who is bound by a similar confidential obligation and upon prior written authorization of MTN.

    The provision of this clause 12 shall continue to apply even after your use of the Platform. You shall erase or cause to be erased all Confidential Information and data provided by MTN. You shall provide written confirmation of the deletion to MTN.

    Additionally, if so, required by law or valid legal or regulatory process, you may disclose such Confidential Information, but only by providing notice to MTN of the requirement to disclose and reasonable cooperation with any attempt by MTN to maintain the confidentiality of such Confidential Information.

  13. Governing Law

    These Terms shall be governed by, subject to, and construed in accordance with the laws of the Federal Republic of Nigeria.

  14. Dispute Resolution

    In the event of a dispute or difference in connection with or in relation to these Terms or its performance, construction or interpretation, the party alleging the dispute shall provide a written notice, giving particulars of the dispute (“Notice of Dispute”) to the other party. Dispute resolution shall be by negotiation, and if unresolved by negotiation within fourteen (14) business days of service of the Notice of Dispute, resolution shall be by mediation. The Arbitration and Mediation Act, (AMA) 2023 and the Lagos Multi-Door Court House Practice Direction on Mediation 2008 shall apply during the Mediation process. If the dispute is still not resolved after fourteen (14) business days of it being referred to mediation, the dispute shall then be resolved by litigation.

  15. Term and Termination

    These Terms shall remain in full force and effect while you use the Platform. Without limiting any other provision of these Terms, we reserve the right to in our sole discretion and without notice or liability, deny access to and use of this Platform to any person for any reason or for no reason, including without limitation for breach of any representation, warranty or covenant contained in these Terms or any applicable law or regulation. MTN may, in its sole discretion, disqualify your nomination or restrict your use of the Platform without any liability.

    Please note that certain legal records may be retained for compliance, audit, or dispute resolution purposes, even after the purpose of the Initiative is completed.

  16. Further Terms

    MTN is neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of this Platform.

  17. No Partnership/Agency:

    Nothing in these Terms and Conditions is intended to or shall operate to create a partnership, joint venture, employer/employee or agency relationship between You and the Foundation.

  18. Severability

    If any of the provisions of these Terms is deemed not enforceable by law, all other provisions outlined in these Terms will still apply.

  19. Disclaimer

    Except as expressly provided herein, MTN shall not be liable to you for any liability or expenses, damages, or injuries suffered as a result or in connection with the use of this Platform.

  20. Intellectual Property Rights:

    20.1. Users retain ownership of the Content they upload but grant MTNF a non-exclusive, royalty-free, irrevocable and unrestricted license to use, display, and distribute such Content for operational purposes.

    20.2. Users are prohibited from uploading Content that infringes on third-party intellectual property rights.

    20.3. The Foundation retains ownership of all Platform-related intellectual property, including trademarks and software. User shall not make use of the Foundation' sintellectual for any purpose not stipulated under this agreement.

    User shall fully indemnify MTN for any loss from an Intellectual Property infringement claim against MTN by a third-party in connection with any Content uploaded by the User.

  21. Miscellaneous

    21.1. By taking part in this Initiative, you acknowledge and agree to be bound by these Terms and Conditions. You also grant MTNF and its authorized representatives an unrestricted, royaltyfree right to use, edit, reproduce, publish, or distribute your submission and any related images or videos for promotional purposes, in any format and in any location. You further waive any rights you may have regarding such use.

    21.2. MTNF does not work with placement agencies or request any form of advance fees from Nominators.

    21.3. MTNF may update these Terms at any time, and your continued participation signifies acceptance of the revised Terms. All MTNF decisions relating to the Initiative are final and binding