Effective Date: 01 June, 2023

The following Terms and Conditions (the “Terms”) apply to any person that registers for and/or opens a Gexipay Account through the Gexipay mobile Application or Gexipay.com

The Terms constitute a legally binding agreement between you and Gexipay Global Technology Limited (“Gexipay”), and govern your access to and use of the Gexipay platform (the ‘‘Platform’’). For the purposes of these Terms, any reference to “we” “us” “our” “Gexipay” and/or any similar term shall be construed as reference to Gexipay Global Technology Limited.

By registering for and opening a Gexipay Account, you unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Gexipay Mobile Application or website and/or your Gexipay Account, including but not limited to, those related to, taxes or foreign currency transactions.

Please read these Terms carefully before using the Platform because they affect your legal rights and obligations.

Acceptance Of Terms:

By accessing or using the Gexipay Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any additional terms and conditions provided by Gexipay. These Terms constitute a legally binding agreement between you and Gexipay. Gexipay reserves the right to modify or update these Terms at any time without prior notice. Your continued use of the Platform after any such modifications constitutes your acceptance of the revised Terms.

Privacy Policy:

Gexipay is committed to managing your personal information in line with global industry best practices. You can read our Privacy Policy to understand how we use your information and the steps we take to protect your information.

Amendment Of Terms:

Gexipay may amend the Terms from time to time. You should visit the terms and conditions page on the Platform regularly to check when the Terms were last updated (as displayed at the top of this document) and to review the current Terms. We will do our best to notify you of any amendments to the Terms that we consider likely to materially affect your rights and obligations. Any such notice will be posted on the Platform, or sent to the email address associated with your Gexipay Account.

The continued use of your Gexipay Account, after any amendment to these Terms, constitutes your acceptance of the Terms, as modified by such amendment. If you do not accept the Terms, or any amendment to them, you must immediately stop using the Platform and your Gexipay Account.

Registration And Onboarding:

Where any part of the Platform requires you to register in order to use it, you are obliged to provide accurate and complete registration information. It is your responsibility to update and maintain any changes to that information by altering your details as appropriate.

The Platform shall allow you access to use registration areas of the Platform on the basis that:

• You satisfy all the eligibility criteria stipulated in clause 3 below;
• Your personal details including your email address and password are personal to you and may not be used by anyone else;
• You shall not do anything to assist anyone who is not a registered user to gain unauthorized access to any area of the Platform or use your account to carry out transactions on behalf of a third party;
• You submit and consent to all verification of all KYC documentation, including but not limited to BVN validation;
• You will not use your Gexipay Account for or in relation to any illegal or prohibited activity in violation of any laws, statutes, ordinances or regulations;
• You shall not maliciously create accounts for the purpose of abusing the functionality of the Platform, or other users, nor do you seek to pass yourself off as another user;
• You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including a spouse, children and other relatives) and, except to the extent caused by our breach of this Terms;
• We and our affiliates shall not responsible for unauthorized access to your account, and you will contact us immediately you notice an unauthorized third party may be using your account or if your account information is lost or stolen; and
• You shall comply at all times with the terms herein (as may be amended from time to time).

By opening a Gexipay Account, you expressly warrant and represent that:

• You are 18 years of age or over and have full capacity to accept the Terms and enter any transaction available through the Platform;
• You will not open, or attempt to open, a Gexipay Account under any name except your own or use your Gexipay Account to carry out transactions on behalf of a third party;
• You will not assist any other person in obtaining unauthorized access to any Gexipay Account;
• You will not use your Gexipay Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any laws, statutes, ordinances or regulations, You are not a national or resident of the United States of America. Reference in these Terms to “Local Currency” means fiat or government issued currency (e.g. NGN, USD, GBP, EUR).

We retain the absolute right to prevent you from accessing the Platform, without prejudice to any of our accrued rights, where the Platform, at our sole discretion, consider that you have, or are contravening the Terms.

By opening a Gexipay Account you accept and agree that Gexipay may, without further notice and in its sole discretion, terminate, suspend or restrict the account of any customer who uses, or who we reasonably suspect may be using, the Platform or any Gexipay Account in a manner that is inconsistent with the letter or spirit of these Terms.

Risks:

Before using the Platform, you should ensure that you understand the risks involved in buying, selling or trading digital currencies. Digital currency markets are volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets.

Users acknowledge the inherent risks associated with trading cryptocurrencies and gift cards, including market volatility and potential losses.

Trading Crypto:

Gexipay allows users to trade cryptocurrencies within the platform. Users acknowledge the risks associated with cryptocurrency trading, including price volatility and market fluctuations.

Trading Gift Cards:

Users can buy, sell, and trade gift cards through Gexipay. Users must ensure the legitimacy of gift cards and transactions, as Gexipay is not liable for fraudulent activity.

Transactions on Digital Currency Network:

Transactions conducted on the digital currency network are irreversible. Users are responsible for verifying transaction details before confirming.

Identity Verification

Gexipay implements and maintains the highest standards of Know Your Customer (“KYC”) processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. While our industry is largely unregulated, Gexipay voluntarily adheres to local and international compliance standards in relation to customer due diligence, as explained on the Compliance page of the Gexipay website.

To ensure we meet these standards, our customers are required to provide certain personal details and documents when opening a Gexipay Account (“Identity Verification”). The nature and extent of the Identity Verification required will depend upon which of our supported countries you are resident in, and the deposit and withdrawal limits that you wish to apply to your Gexipay Account. In certain circumstances, Gexipay may also perform enhanced due diligence (“EDD”) procedures in relation to your Gexipay Account. You accept and agree that you will remain subject to such procedures at all times.

Gexipay reserves the right to, at any time:

• restrict or suspend your Gexipay Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or
• terminate your Gexipay Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.

You accept and agree that there may be delays in accessing your Gexipay Account, or in carrying out transactions through your Gexipay Account, while we undertake any Identity Verification and/or EDD procedures.

Retention of information. Gexipay is required to retain certain information and documentation obtained as part of the Identity Verification and EDD procedures. These requirements apply even when you have terminated your relationship with Gexipay. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to Gexipay may be retained by us, including following the closure of your Gexipay Account.

The Gexipay Wallet

Upon registration, users are provided with a digital wallet such as a naira wallet to send and receive local currency, and also a cryptocurrency wallet to receive a specific cryptocurrency and swap to a local currency. Users are responsible for maintaining the security of their wallet credentials.

Under no circumstances should you attempt to carry out a Gexipay Wallet Transaction in relation to a digital currency or local currency other than a Supported Digital or local Currency. In particular, but without limiting the generality of the foregoing, you accept and agree that you will have no access, entitlement, or claim:

• to any digital currency sent to a receive address associated with your Gexipay Wallet where that digital currency is not a Supported Digital Currency; or
• to any digital currency sent to a receive address associated with your Gexipay Wallet, where that receive address is associated with another digital currency. For example, you will have no access, entitlement, or claim to any Bitcoin Cash (BCH) sent to a Bitcoin (BTC) receive address.

Proceeds from the sale of Supported Digital Currencies will be credited to your Local Currency Gexipay Naira Wallet, less any applicable fees (as explained in Fees).

Transaction instructions:

Gexipay will process Gexipay Wallet Transactions according to your instructions. You accept and agree that Gexipay does not:

• guarantee the identity of any user, receiver, or other party to a Gexipay Wallet Transaction. You are solely responsible for ensuring all transaction details are correct, and you should carefully verify all transaction information prior to submitting transaction instructions to Gexipay
• have any control over, or any liability in relation to, the delivery, quality or any other aspect of any goods or services that you may buy from or sell to any third party. Gexipay shall not be responsible for, and will take no action in relation to, ensuring that any buyer or seller you transact with using your Gexipay Wallet completes the relevant transaction or has the requisite authority to do so.

Receiving digital currency:

You may receive Supported Digital Currency into your Gexipay Wallet by providing the sender with a receive address generated in your Gexipay Wallet. Your Gexipay Wallet will only be credited with Supported Digital Currency sent to a receive address generated through your Gexipay Wallet and associated with that Supported Digital Currency. For example, your Gexipay Wallet will be credited with ETH when it is sent to an ETH receive address generated through your Gexipay Wallet.

Funds received in error/double deposits:

In the event you become aware, know, suspect, or should reasonably know or suspect, that any Fiat Currency or digital currency has been credited to your Gexipay Wallet (or to any bank account) in error (including double deposits), you must immediately notify Gexipay of the error by submitting a ticket through Email via email [email protected]

YOU ACCEPT AND AGREE THAT YOU HAVE NO CLAIM OR ENTITLEMENT TO ANY FIAT CURRENCY OR DIGITAL CURRENCY RECEIVED IN ERROR (INCLUDING DOUBLE DEPOSITS), AND MUST IMMEDIATELY RETURN SUCH FUNDS IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM Gexipay. Gexipay RESERVES ITS FULL RIGHTS TO RECOVER ANY FIAT CURRENCY OR DIGITAL CURRENCY SENT TO YOU IN ERROR (INCLUDING DOUBLE DEPOSITS) AND MAY, AT ITS SOLE DISCRETION, PURSUE CIVIL AND/OR CRIMINAL ACTIONS AGAINST YOU IF THE MONEY IS NOT RETURNED VOLUNTARILY. YOU ALSO AGREE TO INDEMNIFY Gexipay FOR THE FIAT CURRENCY OR DIGITAL CURRENCY SENT TO YOU IN ERROR (INCLUDING DOUBLE DEPOSITS) AND ALL EXPENSES SENT IN RECOVERING THE FUNDS IF THE MONEY IS NOT RETURNED BY YOU VOLUNTARILY.

Allocation of Deposits

Deposits may take time to reflect in your Gexipay Wallet due to bank processing times, operational processes, and/or failure by you to adhere to the Deposit Requirements. Under no circumstances will Gexipay have any liability to you in relation to any delay in or failure of a Deposit reflecting in your Gexipay Wallet.

Withdrawals

You may withdraw funds from your Gexipay Wallet to your bank account (a “Withdrawal”). Gexipay will process Withdrawals in accordance with your instructions. You are solely responsible for ensuring that any Withdrawal instructions provided to Gexipay, including the relevant bank account number, are complete and correct and you accept and agree that under no circumstances will Gexipay be under any obligation to reverse or amend any Withdrawal.

Fees

The fees applicable to transactions undertaken on the Platform can be viewed on the page of the transaction you are about to make. Gexipay reserves the right to change our fees at any time and will update on the transaction page accordingly.

Gexipay may charge fees for certain services or transactions, such as processing fees or convenience fees. Any fees will be clearly disclosed to you before you complete a transaction.

Account Security

Gexipay takes security very seriously and the measures we have in place to protect your Gexipay Account are explained on the Security page of the Gexipay website. However, you are solely responsible for:

• maintaining adequate security and control over your Gexipay Account sign-in details, including but not limited to any passwords, personal identification numbers (PINs), or any other codes associated with your Gexipay Account
• enabling any additional security features available to you, including the activation of two-factor authentication on your Gexipay account (see the Gexipay Help Centre)
• keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security (see Electronic Communications)
• maintaining security and control over the email mailbox, phone number, and two-factor authentication applications or devices associated with your Gexipay Account.

Failure to take the above measures, and any other security measures available to you, may result in unauthorized access to your Gexipay Account and the loss or theft of any digital currency and/or Local Currency balances held in your Gexipay Wallet. Gexipay shall have no liability to you for or in connection with any unauthorized access to your Gexipay Account, where such unauthorized access was due to no fault of Gexipay, and/or any failure by you to act upon any notice or alert that we send to you.

The security of your Gexipay Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment. Gexipay strongly recommends that you regularly use reputable virus screening and prevention software and remain alert to the fact that SMS, email services, and search engines are vulnerable to spoofing and phishing attacks.

Care should be taken in reviewing messages purporting to originate from Gexipay and, should you have any uncertainty regarding the authenticity of any communication, you should log in to your Gexipay Account through the Gexipay website (specifically, https://www.gexipay.com and not any other domain name or website purporting to be, or to be related to, Gexipay) to review any transactions or required actions.

To the maximum extent permitted by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your Gexipay Account and accept all risks of any unauthorized or authorized access to your Gexipay Account.

Service Availability

While we will do everything we can to provide continuous operations, Gexipay does not provide any warranty in relation to the availability of the Platform or your Gexipay Account. Without limiting the generality of the foregoing, we do not guarantee continuous access to the Platform or your Gexipay Account and make no representation that your Gexipay Account and/or any products or services offered therein will be available without interruption; or that there will be no delays, failures, errors, omissions, or loss of transmitted information.

Transactions On Digital Currency Networks

When you use your Gexipay Account to send or receive digital currency, the transaction must be confirmed and recorded in the public ledger associated with the relevant digital currency network (e.g. the Bitcoin network or the Ethereum network). That digital currency network is solely responsible for verifying and confirming any such transactions. Gexipay cannot confirm, cancel or reverse transactions on a digital currency network, other than confirming to you that the network has completed the transaction. You accept and agree that:

• Once submitted to a digital currency network, a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Gexipay Wallet balance or be available to you to conduct transactions;
• When you send digital currency from your Gexipay Account, you are authorising us to submit your transaction request to the relevant digital currency network. Once a transaction request has been submitted to the relevant digital currency network, the network will automatically complete or reject the request and neither you or Gexipay will be able to cancel or otherwise modify your transaction.

Digital currency networks are operated by decentralised networks of independent third parties. They are not owned, controlled or operated by Gexipay so we cannot ensure that any transaction details you submit will be confirmed by the relevant digital currency network. You agree that any transaction details you submit may not be completed, or may be substantially delayed, by the digital currency network used to process the transaction.

Intellectual Property

The Gexipay service and all content and materials available through the service, including but not limited to text, graphics, logos, images, and software, are the property of Gexipay or its licensors and are protected by copyright, trademark, and other intellectual property laws. You may not use any of these materials without the express written consent of Gexipay Global Technology Limited.

Prohibited Activities

You may use the service only for lawful purposes and in accordance with our terms. You agree not to use the Gexipay service:

• For any illegal or unauthorized purpose, including but not limited to fraud, money laundering, or terrorist financing. You also agree not to use the Gexipay service to harass, defame, or threaten any person or entity, or to upload, post, or transmit any content that is unlawful, harmful, or objectionable.
• In any way that violates any applicable national or international law or regulation.
• To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
• In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the service, or which, as determined by us, may harm or offend Company or users of the service or expose them to liability.
• Use the service in any manner that could disable, overburden, damage, or impair the service or interfere with any other party’s use of the service, including their ability to engage in real-time activities through the service.
• Use any robot, spider, or other automatic device, process, or means to access the service for any purpose, including monitoring or copying any of the material on the service.
• Use any manual process to monitor or copy any of the material on the service or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the service.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the service, the server on which the service is stored, or any server, computer, or database connected to the service.
• Attack the service via a denial-of-service attack or a distributed denial-of-service attack.
• Take any action that may damage or falsify Company ratings.
• Otherwise attempt to interfere with the proper working of the service.

We reserve the right to restrict, suspend, or terminate your Gexipay Account if we suspect, in our sole discretion, that you are using, or have used, your Gexipay Account in association with any of the activities listed above, or any similar or related activity, without having obtained the prior written approval of Gexipay.

Disclaimer Of Warranties

The Gexipay service is provided on an "as is" and “where-available” basis and Gexipay expressly disclaims, and you waive, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the Platform, your Gexipay Account, and any related products or services are offered without any warranty as to merchantability or fitness for any particular purpose.

Limitation Of Liability

In no event shall Gexipay, its operating entities, or any other affiliates (including their respective directors, members, employees, or agents) be liable to you for any direct, indirect, special, consequential, exemplary, or punitive damages or any other damages of any kind, including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, whether in contract, tort, or otherwise, arising out of or in any way connected with your use of, inability to use, or unavailability of the Platform and/or your Gexipay Account, including without limitation any damages caused by or resulting from any reliance upon any information received from Gexipay, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction, or unauthorized access to Gexipay’s records, programs, or services.

In no event will any liability of Gexipay, its operating entities, or any other affiliates (including their respective directors, members, employees, or agents) arising in relation to your use of the Platform or your Gexipay Account, exceed (in aggregate) the fees earned by Gexipay in connection with your use of your Gexipay Account in the six month period immediately preceding the event giving rise to the claim for liability.

The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.

Force Majeure

Gexipay will not be liable for any loss resulting from your use of the Platform, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, the malfunction of electronic or mechanical equipment, personal computer and any lines thereto, theft, operator errors, or due to any "force majeure" (e.g., severe weather, earthquake, flood, fire or other acts of God), and strikes or other labor problems, government action or to any other cause beyond the reasonable control of Gexipay.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Nigeria, which governing law applies to agreement without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

Closure Of Your Account

You may close your Gexipay Account by submitting a closure request via the Help Centre. Gexipay will action such requests once (i) all sums in your Gexipay Account are below the Minimum Closure Amount; and (ii) no transactions have taken place in your Gexipay Account for a period of at least 30 days. Such requirements are designed to protect you from loss, and Gexipay will not action a closure request until they are satisfied.

You accept and acknowledge that, once your Gexipay Account is closed:

• you will have no further access to it;
• Gexipay will be under no obligation to notify you of, or provide to you, any digital currency sent to any receive address associated with your Gexipay Account; and
• Gexipay reserves the right (but has no obligation) to delete all of your information and account data stored on our servers and also reserves the right to retain any information that is required for legal or operational reasons.

If at the date of closure of your Gexipay Account any fund remains in your Gexipay Account (i.e., funds amounting to less than the Minimum Closure Amount), you accept and agree that Gexipay shall retain such funds and that you shall have no further claim to them. The Minimum Closure Amount shall be USD5.00 or the equivalent in your Local Currency.

You accept and agree that Gexipay shall not be liable to you or any third party in relation to the closure of your Gexipay Account, the termination of access to your Gexipay Account, or for the deletion of your information or Gexipay Account data.