Terms of Use

Introduction

• ◆Thank you for choosing Bitoshi. Any reference to "we", "us", "our", "Bitoshi", and/or any similar term shall be construed as a reference to Byartist Limited. These Terms of Use (these "Terms", "Agreement") apply to any person who registers on our website or mobile application (the "Platform") and accesses the services available therein.
• ◆By accessing, registering on, and using the Platform, you confirm that you have read, understood, and agreed to be legally bound by these Terms of Use, as may be amended from time to time.
• ◆If you do not agree to these Terms, you must immediately discontinue access to and use of the Platform and the Services. Continued access to or use of the Platform shall constitute your ongoing acceptance of these Terms.
• ◆You also understand 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 apply to your use of the Platform.
• ◆These Terms constitute a legally binding agreement between you and Byartist Limited ("Bitoshi"), a company incorporated under the laws of the Federal Republic of Nigeria and govern your access to and use of the Platform operated by us.

Definitions

• ◆Agreement, Terms, or Terms of Use: Refers to these Terms and Conditions.
• ◆Bitoshi Account: This means the account you create on the Bitoshi Platform (mobile application or website) to access or use the Service.
• ◆Bitoshi, we, us, or our: Refers to Byartist Limited, its subsidiaries, agents, and any person or legal entity to whom the rights or obligations of Byartist Limited have been assigned.
• ◆Content: This means the platform and any content, materials, graphics, audiovisual files, processes, code, features, functionality, and products available on the Platform.
• ◆Device: This means any electronic device connected to the Internet that a person (natural or legal) uses to access our Platform and services. This includes but is not limited to phones, tablets, computers, or any other device capable of connecting to the Internet and accessing the Platform and services.
• ◆Services: Refers to all products and services provided to the user via the Platform.
• ◆OTP: This means One Time Password, used to authorise transactions or processes.
• ◆PIN: means Personal Identification Number.
• ◆Platform: Refers to our website at www.bitoshi.africa and mobile applications available on the Apple App Store and Google Play Store, which can be used to access our services.
• ◆Wallet: This means an electronically stored value account on the Bitoshi Mobile App used to perform transactions.
• ◆You, user, or your: This means any person or entity who creates an account on the Platform and accesses any or all of our services.

Acceptance of Terms

• ◆The continued access to or use of your Bitoshi Africa Account or the Platform following any amendments to these Terms constitutes acceptance of the Terms as amended, in accordance with the Acceptance of Terms section above; and you agree to be bound by them.
• ◆Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, disclose, store, and protect personal data. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.
• ◆We may amend these Terms from time to time. You should visit 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 Bitoshi Account.
• ◆The continued use of your Bitoshi 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 Bitoshi Account.

Eligibility

• ◆To use our Platform, you must be at least 18 years of age or have attained the relevant age of majority as contained in applicable laws, with full legal capacity to accept this Agreement and enter into any transaction on the app. If, as a parent or guardian, you become aware that your child or ward has provided us with any information without your consent, please contact us through the details below.
• ◆Your eligibility to access the Platform also depends on the country in which you reside, and the countries that Bitoshi operates in ("Operating Country") (as updated on the Platform).

Grant and Scope of Licence

• ◆We grant you a limited, non-exclusive, non-transferable license, subject to the Terms, to access and use the Platform and related content, materials, and information ("Content") solely for approved purposes as permitted by Bitoshi from time to time. Any other use of the Bitoshi Platform or Content is expressly prohibited and all other rights, title, and interests in the Bitoshi Platform or Content is exclusively the property of Bitoshi and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. All logos related to Bitoshi Services or displayed on the Platform are either trademarks or registered marks of Bitoshi or its licensors. You may not copy, imitate, or use them without Bitoshi's prior written consent.

Prohibited Activities

• ◆You must not use your Bitoshi Account to undertake any of the activities or categories of activity set out in this section (each a "Prohibited Activity"):
  1. 1. Violation of any laws, statutes, ordinances, or regulations;
  2. 2. Undertaking, facilitating, or supporting criminal activity of any kind, including but not limited to money laundering, terrorist financing, illegal gambling operations, or malicious hacking;
  3. 3. Abusive activity, including but not limited to:

     a) Imposing an unreasonable or disproportionately large load on Bitoshi's infrastructure, or otherwise taking any action that may negatively affect the performance of the Bitoshi Platform or Bitoshi's reputation;

     b) Attempting to gain unauthorised access to the Bitoshi website or any Bitoshi Account;

     c) Transmitting or uploading any material to the Bitoshi Platform that contains viruses, Trojan horses, worms, or any other harmful programs; or

     d) Transferring your Bitoshi Account access or rights to your Bitoshi Account to a third party, unless required by law or with Bitoshi's prior consent, is a breach of the law;

  4. 4. Playing into or otherwise supporting pyramid schemes, Ponzi schemes, matrix programs, 'get rich quick' schemes, multi-level marketing programs, or high-yield investment programs;
  5. 5. Fraudulent activity, including but not limited to taking any actions that defraud Bitoshi or a Bitoshi customer, or the provision of any false, inaccurate, or misleading information to Bitoshi;
  6. 6. Transactions involving items that may help facilitate or enable illegal activity, promote or facilitate hate, violence, or racial intolerance, or are considered obscene, or may be stolen goods or the proceeds of crime;
  7. 7. Transactions involving online gambling sites or mixers;
  8. 8. Sale or purchase of narcotics or controlled substances;
  9. 9. Intellectual property infringement.
• ◆By opening a Bitoshi Account, you confirm that you will not use your account to undertake any of the above-listed Prohibited Activities or any similar or related activity.
• ◆We reserve the right to restrict, suspend, or terminate your Bitoshi Account if we suspect, in our sole discretion, that you are using, or have used, your Bitoshi Account in association with any of the activities listed above, or any similar or related activity, without having obtained the prior written approval of Bitoshi.

The Service

• ◆Bitoshi allows Users to do any or all of the following through its Platform:
  1. 1. Buy and Sell Cryptocurrency: Users can easily buy cryptocurrencies with fiat or sell their crypto for fiat currency.
  2. 2. Crypto Swap: The Platform allows you to seamlessly swap between different cryptocurrencies directly within the platform.
  3. 3. Send and Receive Crypto: Users can effortlessly send and receive a wide range of cryptocurrencies supported on the Platform.
  4. 4. Send Money and Pay Bills: Users can transfer funds or pay bills directly from the Bitoshi wallet, offering convenience and flexibility.
  5. 5. Virtual Cards: Bitoshi may facilitate access to virtual payment cards for eligible Users through licensed third-party financial institutions or authorised issuers. Virtual Cards may be funded through wallet balances or other approved payment methods, subject to applicable regulatory requirements and partner arrangements.

  Bitoshi does not issue payment cards and does not operate as a deposit-taking or licensed banking institution. Virtual Card use may be subject to verification requirements, transaction limits, fees, partner terms, and applicable card network rules, and may be suspended or restricted for compliance or risk management reasons. Virtual Card transactions are subject to the "Chargebacks and Payment Reversals" and "Restriction, Suspension and Termination" provisions of these Terms.

Risks

• ◆Before using the Platform, you should ensure that you understand the risks involved in buying, selling, or trading Digital Currencies or Digital Assets, as such markets are known to be volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets. You understand that while 'Digital Currencies' refer to encrypted or digital tokens or cryptocurrencies with a certain value that is based on blockchain and cryptography technologies and are issued and managed in a decentralised form, 'Digital Assets' refer to Digital Currencies, their derivatives, or other types of digitalised assets with a certain value, which may or may not be regulated in your jurisdiction.
• ◆You should carefully assess whether your financial situation and risk tolerance are suitable for buying, selling, or trading Digital Assets or Digital Currencies. You accept and agree that you are solely responsible for any decision to buy, sell, trade, or otherwise hold or deal with cryptocurrency.
• ◆Under no circumstances does any information contained on the Mobile App, or provided to you through your Bitoshi Account or by any employee, agent, or affiliate of Bitoshi, constitute financial, investment, or other professional advice.

Identity Verification

• ◆Bitoshi 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 preventing money laundering and terrorist financing. Bitoshi operates within the framework of applicable laws and regulatory guidance governing virtual asset services and adheres to customer due diligence and anti-money laundering standards in accordance with requirements issued by the Securities and Exchange Commission of Nigeria and other regulators.
• ◆To use certain features of the Bitoshi Platform, you may be required to provide us with personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, Bank Verification Number (BVN), and information regarding your bank account (e.g., financial institution and account number). By submitting these or any other personal information, you may be requested to confirm that the information provided is accurate and correct, and you agree to update us if any such information changes.
• ◆To ensure we meet these standards, our customers are required to provide certain personal documents and when opening a Bitoshi Account ("Identity Verification"). The nature and extent of the identity verification required will depend upon where you live and the type of account you open, and the transaction limits which will limit the ways that you wish to apply to your Bitoshi Account. In certain circumstances, Bitoshi may also perform Enhanced Due Diligence ("EDD") procedures in relation to your Bitoshi Account. You accept and agree that you will remain subject to such procedures at all times.
• ◆Bitoshi reserves the right to, at any time, do any or all of the following:

• ◆You accept and agree that there may be delays in accessing your Bitoshi Account, or in carrying out transactions through your Bitoshi Account, while we undertake any Identity Verification and/or EDD procedures.
• ◆You also authorise Bitoshi to directly or through third parties, make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query Identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries. You further authorise any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

Retention Of Information

• ◆Bitoshi may retain information and documentation obtained during Identity Verification and EDD procedures as required by applicable laws and regulatory obligations.

Intellectual Property

• ◆Unless otherwise expressly stated, all intellectual property rights, including but not limited to copyrights, trademarks, service marks, trade names, logos, software, text, graphics, designs, compilations, and other content made available on or through the Bitoshi Africa website, mobile application, APIs, and related services (collectively, the "Platform") are owned by or licensed to Byartist Limited ("Bitoshi") and are protected by applicable intellectual property laws.
• ◆Subject to these Terms, Bitoshi grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and its content solely for your personal, lawful, and non-commercial use in connection with the Services. No rights are granted to you other than those expressly stated in these Terms.
• ◆You agree not to copy, reproduce, modify, distribute, transmit, display, publish, license, sell, reverse engineer, create derivative works from, or otherwise exploit any part of the Platform or its content, in whole or in part, without the prior written consent of Bitoshi. Any unauthorised use is strictly prohibited.
• ◆All trademarks, logos, and service marks displayed on the Platform are the property of Bitoshi or its licensors, and may not be copied, imitated, or used, in whole or in part, without prior written permission.

Accuracy of Information

• ◆Bitoshi endeavors to verify the accuracy of any information displayed, supplied, passing through, or originating from the Bitoshi Platform, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility. We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Platform, information and functions made accessible through the Platform, any hyperlinks to third-party websites, or the security associated with the transmission of information through the Platform, or any website linked to our Platform.

Third-Party Services and Content

• ◆In accessing our Platform and using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties ("Third-Party Content"). We do not control, endorse, or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings, and your use of Third Party Content is at your own risk.

My Wallet

• ◆The Digital Currency Wallet services allow you to send supported Digital Currency to and request, receive, and store supported Digital Currency from third parties pursuant to instructions you provide through the Bitoshi Mobile App (each such transaction is a "Digital Currency Transaction").
• ◆User fiat balances are held through regulated third-party financial institutions or payment service providers, where applicable, and are not insured deposits.
• ◆Digital Assets held on behalf of users are recorded in internal ledgers and are not treated as the property of Bitoshi, except to the extent necessary to facilitate transactions, fees, or regulatory compliance.
• ◆Bitoshi reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits. Bitoshi cannot reverse a Digital Currency Transaction that has been broadcast to a Digital Currency network. The Digital Currency Wallet services are available only in connection with those Digital Currencies that Bitoshi, in its sole discretion, decides to support. Under no circumstances should you attempt to use your Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that is not supported by Bitoshi. Bitoshi assumes no responsibility or liability in connection with any attempt to use the Bitoshi Platform for digital currencies that Bitoshi does not support.
• ◆In the event of insolvency or winding up of Bitoshi, treatment of user Digital Assets and fiat balances shall be subject to applicable insolvency laws and regulatory directives. Bitoshi does not guarantee that Digital Assets or fiat balances are protected by any deposit insurance scheme.

Payments, Refunds, and Chargebacks

• ◆All payments made through the Bitoshi Platform (including for Virtual Cards) are subject to the following terms applicable to each specific service or product. All payments are irreversible unless otherwise expressly permitted.

  Chargebacks for Payment Reversals are only permitted in the following circumstances:

  1. 1. Duplicate transactions;
  2. 2. Incorrect amount transferred to the recipient;
  3. 3. Confirmed unauthorised transactions;
  4. 4. Unrecognised charges from third-party merchants.

• ◆Circumstances in which a payment may be automatically or manually reversed include: (a) if required by law; (b) where payments are linked to criminal activity; (c) in the event of suspected money laundering or financial crime. In these cases, the relevant amounts may be reported to law enforcement agencies applicable in Nigeria.

Digital Currency Transactions

• ◆Bitoshi processes support Digital Currency according to the instructions received from its users, and we do not guarantee the identity of any user, receiver, requester, or other party. You should verify all transaction information before submitting instructions to Bitoshi. In the event you initiate a Digital Currency Transaction by entering the recipient's Digital Currency address on the network, a network fee will be incurred. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are pending will be designated accordingly and will not be included in your Bitoshi Account's available balance or be available to conduct transactions. Bitoshi may charge network fees ("network fees") and you agree to pay such network fees. We will notify you in your Bitoshi Account through the Bitoshi Platform and not by other means, memo, or similar warning, to, or be, the extent necessary, Bitoshi will notify you of the network fee at or before the time you authorize the transaction.

Digital Currency Storage & Transmission Delays

• ◆Bitoshi securely stores all Digital Currency private keys under our control in a combination of online and offline storage. As a result, it may be necessary for Bitoshi to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by Bitoshi may be delayed.

Third-Party Payments

• ◆Bitoshi has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services (excluding Digital Currency) bought or sold via the Bitoshi App(s) that you may purchase or sell to or from a third party (including other users of Bitoshi Services).

Advanced Protocols

• ◆Unless specifically announced on our website or through some other official public statement of Bitoshi, we do not support meta coins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins that supplement or interact with Digital Currency supported by Bitoshi (collectively, "Advanced Protocols"). Do not use your Bitoshi account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The Bitoshi platform is not configured to detect and/or secure Advanced Protocol transactions, and Bitoshi assumes no responsibility whatsoever in respect of Advanced Protocols.

Operations of Digital Currency Protocols

• ◆Bitoshi does not own or control the underlying software protocols that govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. By using the Bitoshi Mobile App, you acknowledge and agree that Bitoshi is not responsible for the operation of the underlying protocols and that Bitoshi makes no guarantee of their functionality, security, or availability. The underlying protocols are subject to sudden changes in operating rules ("forks"), and such forks may materially affect the value, function, and/or even the name of the Digital Currency you store on the Bitoshi Platform. In the event of a fork, you agree that Bitoshi may temporarily suspend Bitoshi operations (with or without advance notice to you) and that Bitoshi may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol. You accept and agree that Bitoshi is not responsible or liable for any losses you may suffer as a result of an unsupported branch of a forked protocol.

Fees

• ◆The fees applicable to transactions carried out on the Bitoshi Mobile App must be confirmed before transactions are undertaken. Bitoshi reserves the right to review our fees at any time, and in certain circumstances, and at our sole discretion, Bitoshi may notify selected customers of a specific fee change, where we consider a review to be of particular relevance to such customers. The following fees may be charged by Bitoshi for Services carried out on any of our Platforms.
• ◆The following fees may be charged when you use our services:
  1. 1. Send and Receive fees
  2. 2. Deposit and Withdrawal fees
  3. 3. Buy to External Wallets and Sell from External Wallets fees
  4. 4. Swap Fees
  5. 5. Virtual Card Fees

Account Security

• ◆Bitoshi continuously works diligently and remains committed to putting security measures in place and providing adequate relevant information security to ensure the detection and prevention of fraudulent and unauthorised access to Bitoshi Accounts. However, you are solely responsible for the following:

• ◆You acknowledge that Bitoshi shall not in any way be liable for any loss, damage, or costs by authorised use of your Bitoshi Account credentials by any third parties.
• ◆Failure to take the above measures, and any other security measures available to you, may result in unauthorised access to your Bitoshi Account or the theft of any foreign currency and/or Local Currency balance held in your Bitoshi Account, including such unauthorised access being as a result of a hack of Bitoshi, or any external wallet or any linked bank account associated with or linked to your Bitoshi Account.
• ◆The security of your Bitoshi Account may be compromised, or as a disruption caused by, or arising from, or otherwise directly or indirectly connected with phishing, spoofing, or other attacks, computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment.
• ◆Bitoshi strongly recommends that you regularly use reputable virus scanning and prevention software and remain alert to the fact that SMS, email services, and search engines are vulnerable to spoofing or phishing attacks.
• ◆Care must be taken in reviewing messages purporting to come from Bitoshi. Should you have any uncertainty regarding the authenticity of any message or any request made of you in your Bitoshi Account through the Bitoshi Platform and not by other means, memo, or similar warning to, or be, the extent necessary, Bitoshi will notify you of the network fee at or before the time you authorize to, or be, following applicable law.
• ◆To the maximum extent permissible by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your Bitoshi Account and accept all risks of any unauthorised or authorised access to your Bitoshi Account.
• ◆Bitoshi will never contact you via email, SMS, phone call, or any other means of communication to request your password, verification codes, OTP codes, or any other sensitive account information. You should always be cautious of any such communication, please disregard it and contact us through the appropriate channel. You should immediately notify us if you believe there has been an unauthorised access to your Bitoshi Account or if you suspect your password or PIN has been compromised.

Service Availability

• ◆While we use our best efforts to provide continuous operations of our services and ensure that our software is bug-free, Bitoshi does not provide any warranty in relation to the availability of the Bitoshi Platform or your Bitoshi Account. Without limiting the generality of the foregoing, we do not guarantee continuous access to the Bitoshi Platform or your Bitoshi Account, and make no representation that the Bitoshi Platform, Bitoshi API, your Bitoshi Account, and/or any products or services offered therein will be available without interruption, or there will be no delays, failures, errors, omissions, or loss of transmitted information.

Closure of Your Account

• ◆You may close your Bitoshi Account by submitting a request via our customer help center at [email protected].
• ◆You accept and acknowledge that, once your Bitoshi Account is closed:
  1. 1. You will have no further access to it.
  2. 2. Bitoshi will be under no obligation to notify you of, or provide to you, any cryptocurrency sent to any receiving address associated with your Bitoshi Account; and
  3. 3. Bitoshi 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 Bitoshi Account, any local currency or cryptocurrency remains in your Bitoshi Wallet(s), that is, funds amounting to less than the Minimum Closure Amount, you may notify Bitoshi to claim the remaining amount at any time. You accept and agree that Bitoshi shall not be liable to you or any third party in relation to the closure of your Bitoshi Account, the termination of access to your Bitoshi Account, or the deletion of your information or Bitoshi Account data.

Restriction, Suspension, and Termination

• ◆We reserve the right to restrict, suspend, freeze, or terminate your Bitoshi Account where:
  1. 1. We reasonably suspect your Bitoshi Account to be the subject of an operational or other error in which case we may be required to suspend access to your account until such time as the error is rectified;
  2. 2. We reasonably suspect your Bitoshi Account has been or is being used in relation to any unlawful, fraudulent, or prohibited activity, or in breach of these Terms;
  3. 3. We reasonably suspect you or your Bitoshi Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
  4. 4. We reasonably suspect you of taking any action that Bitoshi considers to be a circumvention of Bitoshi's controls, including but not limited to opening multiple Bitoshi Accounts;
  5. 5. We reasonably suspect your involvement in any attempt to gain unauthorised access to any Bitoshi Account;
  6. 6. Your Bitoshi Account is or appears to be the subject of any legal, regulatory, or government process, and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your Bitoshi Account;
  7. 7. We are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority;
  8. 8. Your name appears on a government or international body sanctions list;
  9. 9. Required to comply with regulatory sanctions, anti-money laundering, counter-terrorism financing, or court-ordered obligations.
• ◆Bitoshi will make all reasonable efforts to provide you with notice of any decision to restrict, suspend, or terminate your Bitoshi Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise Bitoshi's security and/or risk management procedures. You accept and agree that Bitoshi is under no obligation to disclose to you the details of its risk management or its security procedures or the fact or reason for any decision to restrict, suspend, or terminate your Bitoshi Account, and shall have no liability to you in connection with the restriction, suspension, or termination of your Bitoshi Account.

Financial Advice

• ◆All content published on the Bitoshi Platform or communicated through Bitoshi social media pages and blogs or by any employee, agent, or affiliate of Bitoshi is for informational or marketing purposes only. No content or communication may be deemed to constitute professional and/or financial advice. Content posted on the Platform is for informational purposes only, and no information contained therein may be deemed to constitute legal advice or an exhaustive statement of the law.

Taxes

• ◆You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions you carry out through your Bitoshi Account, and for withholding, collecting, reporting, and remitting the correct amounts of tax to the appropriate tax authorities.

Disclaimer of Warranties

• ◆The Bitoshi Platform, your Bitoshi Account, and any related products or services are offered on a strictly 'as-is' and 'where-available' basis, and Bitoshi expressly disclaims, and you waive, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the Bitoshi Platform, your Bitoshi Account, and any related products or services are offered without any warranty as to merchantability or fitness for any particular purpose.
• ◆Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to you.

Limitation of liability

• ◆In no event shall Bitoshi, 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 Bitoshi Site and/or your Bitoshi Account, including without limitation any damages caused by or resulting from any reliance upon any information received from Bitoshi, 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 unauthorised access to Bitoshi's records, programmes or services.
• ◆In no event will any liability of Bitoshi, its operating entities or any other affiliates (including their respective directors, members, employees, or agents) arising in relation to your use of the Bitoshi Site or use of your Bitoshi Account, exceed (in aggregate) the fees earned by Bitoshi in certain connection with your use of your Bitoshi 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.
• ◆Nothing in these Terms shall limit liability for fraud, willful misconduct, gross negligence, or liability that cannot be permitted to be excluded under applicable law.

Indemnity

• ◆To the maximum extent permitted by law, you agree to indemnify Bitoshi, its operating entities, or any other affiliates (including their respective directors, members, employees, and/or agents) against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or indirectly arising from your use of or conduct in relation to the Bitoshi Platform and/or your Bitoshi Account, or from your violation of these Terms.

Jurisdictional Availability of Services

• ◆The availability of the Services may vary by jurisdiction, and certain features or services may be restricted, limited, or unavailable in specific countries or regions. The availability of the Services does not imply regulatory approval in every jurisdiction.
• ◆Users are solely responsible for ensuring that their access to and use of the Platform is lawful in their jurisdiction of residence, citizenship, or operation. Bitoshi makes no representation that the Services are appropriate or available for use in all locations.
• ◆Where Bitoshi operates through subsidiaries, affiliates, or registered entities in specific jurisdictions, country-specific addenda may apply and shall form part of these Terms. In the event of any conflict, the applicable country addendum shall prevail to the extent required by law.
• ◆Bitoshi may restrict, suspend, or discontinue Services in any jurisdiction at its sole discretion where regulatory developments, enforcement actions, or licensing requirements make continued operation commercially impracticable or legally restricted.

Complaints and Regulatory Inquiries

• ◆Users may submit complaints via [email protected].
• ◆The Company shall investigate complaints in good faith and provide a response within a reasonable timeframe.
• ◆Nothing in these Terms restricts a user's right to lodge complaints with applicable regulatory authorities in their jurisdiction.

Governing Law and Dispute Resolution

• ◆These terms of use will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
• ◆Where a country-specific addendum applies, the governing law and dispute resolution provisions in that addendum shall supersede this section to the extent required by applicable law.
• ◆Bitoshi and the User shall use their best efforts to resolve any dispute, controversy, or claim arising out of or in connection with the Bitoshi Platform, your Bitoshi Account, or these Terms through good faith negotiations.
• ◆Where a dispute is not resolved within thirty (30) days of written notice, such dispute shall be referred to and finally resolved by arbitration, in accordance with the Arbitration and Mediation Act 2023 (Nigeria), by a single arbitrator appointed by mutual agreement of the Parties.
• ◆The seat of arbitration shall be Lagos, Nigeria, the language of arbitration shall be English, and the arbitral award shall be final and binding on the Parties.
• ◆Nothing in this clause shall prevent Bitoshi from seeking interim or injunctive relief from a court of competent jurisdiction where necessary to protect its rights or assets.

Class or Representative Action Waiver

• ◆To the maximum extent permissible by law, you and Bitoshi each agree that each may bring any Dispute against the other only in your or its individual capacity, and you and it waive any right to commence or participate in any class action or other representative action or proceeding against the other. Further, where permissible by law, unless both you and Bitoshi agree otherwise, no court may consolidate any other persons' claims with your Dispute, and may not otherwise preside over any form of representative or class proceeding.
• ◆For the avoidance of doubt, if this Class or representative action waiver is found by any court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Dispute clause shall remain valid and enforceable.

Export Controls and Sanctions

• ◆Your use of the Bitoshi Platform is subject to international export controls and economic sanctions requirements. By undertaking any activity on the Bitoshi Platform or through your Bitoshi Account, including but not limited to sending, receiving, buying, selling, storing, or trading any cryptocurrency, you agree that you will at all times comply with those requirements. In particular, and without any limitation to the generality of the foregoing, you may not open, use, or have access to any Bitoshi Account if:
  1. 1. You are in or under the control of, or a resident of, any country subject to a United States embargo, UN sanctions, the HM Treasury financial sanctions regime, or if you are in the US Treasury Department's Specially Designated Nationals List or the US Commerce Department's Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime; or
  2. 2. You intend to supply any acquired or stored cryptocurrency, or transact with people or businesses operating in any country subject to a United States embargo or HM Treasury's financial sanctions regime related to a person on the Specially Designated Nationals List, Denied Person List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.

General Provisions

• ◆Entire Agreement: These Terms constitute the entire agreement and understanding between you and Bitoshi with respect to their subject matter and supersede any and all prior discussions, agreements, and understandings of any kind whatsoever between you and Bitoshi (including but not limited to any prior versions of these Terms).
• ◆Severability: If any provision of these Terms, as amended from time to time, is determined to be illegal, invalid, or unenforceable in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity, and enforceability of the other provisions in these Terms shall not be affected and everything else in these Terms shall continue in full force and effect. Any provision or part of a provision of these Terms is determined to be illegal, invalid or unenforceable, that provision or part thereof shall be replaced to the performance by a valid, enforceable provision that is as similar in terms as possible, having the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision, given the content and purpose of these Terms.
• ◆Assignment: You may not assign or transfer any of your rights or obligations under these Terms to any third party, prior written consent from Bitoshi is required for any proposed assignment of Bitoshi's Terms in whole or in part, including but not limited to (i) a subsidiary or affiliate; (ii) an acquirer of Bitoshi's equity, business, or assets; or (iii) a successor by merger.
• ◆Change of Control: In the event that Bitoshi is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
• ◆Force Majeure: Bitoshi shall not be liable for any delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay, defect, failure or defect, fire, flood, act of God, military authorities, an act of terrorism, civil disturbances, war, strike or other labor dispute, first intervention in telecommunications or internet services or network provider services, failure of equipment or shelter software, other catastrophe or any other occurrence which is beyond our reasonable control.
• ◆Survival: The provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, sections relating to the suspension or termination of your Bitoshi Account, use of the Platform and services, disputes with Bitoshi, and general provisions, shall survive the termination of these Terms.
• ◆Headings: Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
• ◆English Language Controls: Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to the English language version. Any translation provided may not accurately represent the information in the original English.

ADDENDUM A — NIGERIA

ADDENDUM B — GHANA

ADDENDUM C — KENYA

ADDENDUM D — UNITED STATES (DELAWARE)