Terms and Conditions of Service

Welcome to the BitPesa™ currency exchange. This Agreement ("Agreement") is a contract between you ("you," "your"or"user") and BTC Africa and its affiliates and subsidiaries ("BitPesa," "we", "us"or"our") and applies to your use of: (a) the BitPesa website located at bitpesa.co and any associated BitPesa-hosted websites or mobile applications (collectively the"Site"), and (b) any of the services provided to you by BitPesa (together with the Site, the"Services").

1. AGREEMENT

1.1. By accessing or using the Services, printing or downloading materials from the Site, or otherwise using the Site, you agree to comply with and be legally bound by this Agreement.If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the Services.

1.2. Each time you access or use the Service to undertake a Transaction you must acknowledge and consent to the Charges and Exchange Rate as identified in Section 14 of this Agreement or otherwise on the Site. By proceeding with a Transaction, you manifest your understanding of and consent to the Charges and Exchange Rate.If you do not understand or consent to the Charges and Exchange Rate, you may not proceed with an Exchange Transaction

1.3. We may amend or modify this Agreement at any time by posting a revised Agreement on the Site, and such changes or modifications shall be effective at such time. By continuing to access or use the Site or Services after we have posted a revised Agreement, you agree to be bound by the modified Agreement. In the event that you do not agree to be bound by the modified Agreement, you must cancel your BitPesa Account and otherwise cease accessing or using the Site and Services. You further agree that we may (a) modify or discontinue any portion of the Services, and (b) suspend or terminate your access to the Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.

1.4. To be eligible to use the Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age). By accessing or using the Services you represent and warrant that you are 18 or older and otherwise are legally competent to enter into this Agreement.

1.5. Capitalized terms not otherwise defined in context are defined at the end of this Agreement.

2. HOW IT WORKS

2.1. The Services are made available to you subject to terms and conditions of this Agreement.

2.2. After you have established a BitPesa Account, you may initiate an Exchange Transaction to exchange Bitcoin for National Currency for deposit in a Payee Account or a Purchase Transaction to exchange National Currency for Bitcoin for deposit into a Payor Account.

2.2.1. If you are engaging in an Exchange Transaction, you are responsible for buying Bitcoin from a third party exchange.

2.2.2. All Transactions are subject to verification. We may accept or reject any proposed Transaction for any reason or no reason.

2.3. Exchange Transactions

2.3.1 To initiate an Exchange Transaction, you will need to:

2.3.1.1. transfer Bitcoin to your BitPesa Account;

2.3.1.2. agree with us on an Exchange Rate, which is valid for the Exchange Period and which will determine the amount of Bitcoin to be transferred to BitPesa as well as the amount of National Currency to be transferred to the Payee Account, net of applicable Charges;

2.3.1.3. designate a Payee Account into which the National Currency is to be deposited; and

2.3.1.4. confirm your Exchange Transaction.

2.3.2. Once you confirm an Exchange Transaction, you may not cancel the Exchange Transaction. All Bitcoin received by BitPesa becomes the property of BitPesa.

2.3.3. Upon receipt of the designated amount of Bitcoin, we will deposit the designated amount of National Currency, less the applicable Charges, to the designated Payee Account.

2.3.4. We will notify you and, if applicable, the Designated Payee of the successful transfer of National Currency to the Payee Account.

2.4. Purchase Transactions

2.4.1. To initiate a Purchase Transaction, you will need to:

2.4.1.1. provide the necessary information regarding either your valid bank account or your valid mobile money account;

2.4.1.2. agree with us on an Exchange Rate, which is valid for the Exchange Period and which will determine the amount of National Currency to be transferred to BitPesa as well as the amount of Bitcoin to be transferred to the Payor Account, net of applicable Charges;

2.4.1.3. designate a Payor Account into which the Bitcoin is to be deposited; and

2.4.1.4. confirm your Exchange Transaction.

2.4.1.5. Once you confirm a Purchase Transaction, you will receive instructions on how to remit payment of National Currency to BitPesa. Once you remit payment, you may not cancel the Purchase Transaction. All National Currency received becomes the property of BitPesa.

2.4.2. Upon receipt of National Currency, we will deposit the designated amount of Bitcoin, less the applicable Charges, to the designated Payor Account.

2.3.3. We will notify you of the successful transfer of Bitcoin to the Payor Account.

2.4. If we do not consummate the Transaction during the Exchange Period, we may either: (a) continue to attempt to process the Transaction for up to seven (7) days; or (b) terminate the Transaction and credit you for the appropriate amount of Bitcoin or National Currency received in connection with such Transaction, without incurring any additional obligation or liability.

3. CERTAIN RISKS

3.1. In connection with a Transaction, we will attempt to confirm that the validity of the Payee Account or Payor Account; however, BitPesa cannot confirm, and it is your responsibility to ensure, that the Payee Account or Payor Account belongs to your intended recipient. If we are unable to deliver the designated National Currency or Bitcoin to the designated account, our only obligations, and your sole recourse, is to terminate the Transaction.

3.2. If we terminate the Transaction for any reason, our only obligation, and your sole recourse, will be for BitPesa to credit you for the amount of that Transaction.

3.3. We reserve the right to refuse to process or to cancel any pending Transaction as required by law or in response to a subpoena, court order, or other binding government order.

3.4. BitPesa cannot reverse any Transaction that has been communicated to and confirmed by the Bitcoin network.

3.5. Please be advised that transferring Bitcoin may not be instantaneous. Once you submit to the Bitcoin network your request to transfer Bitcoin to BitPesa, or we submit to the Bitcoin network our request to transfer Bitcoin to your Payor Account, the transfer will be unconfirmed for a period of time (usually less than one hour, but up to one day or more) pending sufficient confirmation of the transaction by the Bitcoin network. The transfer is not complete while it is in a pending state. Bitcoin associated with transfers that are in a pending state will not be included in your Payor Account balance or be available to conduct Exchange Transactions.

3.6. The risk of loss from holding Bitcoin can be substantial: the price or value of Bitcoin can change rapidly, decrease, and potentially even fall to zero. Upon your confirmation of an Exchange Transaction, during the Transaction Period, we will honor the Exchange Rate quoted for the Exchange Transaction. However, we are not responsible for, and you agree to hold us harmless against, fluctuations in the Exchange Rate while Bitcoin while a transfer of Bitcoin to or from your BitPesa Account is pending.

3.7. Please be advised that transferring National Currency from a bank account or mobile money account may not be instantaneous. Once your bank or mobile provider’s network receives your request to transfer National Currency to BitPesa, the transfer will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the bank or mobile provider’s network. The transfer is not complete while it is in a pending state. National Currency associated with transfers that are in a pending state will not be included in your Payee Account balance or be available to conduct Purchase Transactions.

3.8. You accept the risk that a Transaction may be delayed for any reason and you agree to hold BitPesa harmless from and against any damages or injury arising out of or related to such delay.

4. APPLICATION FOR A BITPESA ACCOUNT

4.1. In order to use any of the Services, you must first register as a Customer on the Site and obtain a BitPesa Account.

4.2. To register as a Customer on the Site, you will be required to provide some or all of the following information, upon registration and from time to time thereafter:

4.2.1. The identification number associated with the form of acceptable identification provided;

4.2.2. Your full name;

4.2.3. Your physical address;

4.2.4. Your email address;

4.2.5. Your date of birth;

4.2.6. Your taxpayer identification number;

4.2.7. Your government identification number;

4.2.8. Your telephone number;

4.2.9. Your nationality;

4.2.10. A user name and password;

4.2.11. Identification and verification of the third party Bitcoin wallet or account from which you will transfer Bitcoin to or from your BitPesa Account;

4.2.12. Copy of passport or other governmental identification document; and

4.2.13. Other information that we may request from time to time.

4.3. All information you provide must be complete and accurate in all respects. It is your obligation immediately to update any incomplete or incorrect information in your BitPesa Account

4.4. All information you provide is subject to our own review and verification by our independent third-party service providers. You hereby authorize us to, directly or through third parties: (i) make any inquiries we consider necessary to verify your identity and/or BitPesa Account information, and (ii) request and obtain any consumer report, credit report, or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

4.5. All information you provide is subject to storage by BitPesa for a period of seven (7) years (or such other period as BitPesa may determine in order to comply with applicable laws and business practices) for archival and record-keeping purposes.

4.6. We may be prohibited from providing services or entering into relationships with certain individuals and entities. In the event that we are required to block assets associated with your BitPesa Account in accordance with government sanctions programs or other legal requirements, we may (i) deactivate or cancel your BitPesa Account or block user activity, (ii) transfer Bitcoin or National Currency sent to us to an originating source or to another account specified by governmental authorities, or (iii) other such steps as may be required of us. BitPesa is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

4.7. Because of the numerous factors involved in our evaluation of an application for registration of a BitPesa Account, we reserve the right to decline any application for a BitPesa Account registration or any request for a proposed Transaction, or limit the number of BitPesa Accounts that a single user may establish and maintain at any time, for any reason or no reason at our sole discretion.

4.8 Upon successful completion of the registration process, we will establish your BitPesa Account.

5. SECURITY AND UNAUTHORIZED USE

5.1. Only one login and password can be linked to your BitPesa Account at any time.

5.2. Only you may use your login and password. You may not disclose your login and/or password to any person.

5.3. You are responsible for all Transactions that take place on your BitPesa Account using your login and password.

5.4. You are responsible for maintaining adequate security and control of any and all logins, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your BitPesa Account by third-parties and the loss or theft of any Bitcoin and/or National Currency held in any associated accounts.

5.5. You are responsible for keeping your email address and other contact information up to date in your BitPesa Account in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your BitPesa Account information has been compromised, contact us immediately at [email protected].

6. TRANSACTIONS.

6.1. BitPesa reserves the right to establish and change transaction limits, in our sole discretion.

6.2. All transactions will be effected by Transfer Instructions authorized with the login and password given to you when you register, or by such other method as we may prescribe from time to time.

6.3. We may rely on the use of the login and password as conclusive evidence that a Bitcoin transfer or Transaction has been authorized by you, even if it is actually made without your authority. We are not required to obtain any written confirmation of any Transaction Instruction.

6.4. We will verify and confirm all Transactions effected from your BitPesa Account to you by email or other designated mode of communication. Our records will be taken as correct unless the contrary is proved.

6.5. We are unable to reverse or charge-back any Transfer Instruction for any reason.

7. TAXES.

7.1. Charges exclude Value Added Tax but are subject to other applicable levies and taxes at the then-prevailing rates.

7.2. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of Bitcoin, and/or to the Transactions you conduct through the Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your BitPesa Account.

8. PRIVACY.

8.1. Protecting your privacy is very important to BitPesa. Please review our Privacy Policy, which is incorporated by reference into this Agreement, in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

8.2. If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and BitPesa accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Services.

8.3. By using the Services, you agree that BitPesa may provide you with any notices or other communications about your BitPesa Account and the Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your BitPesa Account and your BitPesa Account will be cancelled.

8.4. You accept that we may disclose or receive personal information or documents about you to and/or from the following:

8.4.1. Local and international law enforcement or any competent regulatory or governmental agencies to assist in the prevention, detection, or prosecution of criminal activities or fraud;

8.4.2. Our service providers, dealers, Agents, or any other company that may be or become our subsidiary, parent company, or partner, for reasonable commercial purposes connected to your use of the Services, such as marketing and research-related purposes;

8.4.3. Lawyers or auditors or to the applicable court in connection with any legal or audit proceedings (notwithstanding that any such proceedings may be of a public nature); and

8.4.4. Others to facilitate our ability to carry out any activity in connection with a legal, governmental, or regulatory requirement.

8.5. You must comply with any instructions that we may give you from time to time about the Services.

8.6. Your calls, emails, or SMS’s may be monitored or recorded for use in business practices such as quality control, training, ensuring effective systems operation, prevention of unauthorized use of our telecommunications system, and detection and prevention of crime.

8.7. If, to the extent permitted by BitPesa from time to time, you grant express permission to a third party to access or connect to your BitPesa Account, either through the third party's product or service or through the Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your BitPesa Account credentials. Further, you acknowledge and agree that you will not hold BitPesa responsible for, and will indemnify BitPesa from, any liability arising out of or related to any act or omission of any third party using your BitPesa Account credentials.

9. USE OF THE SITE

9.1. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Site, and the content, materials, information, and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by BitPesa from time to time. Any other use of the Site or Content is expressly prohibited. All other rights in the Site or Content are reserved by us and our licensors. We reserve all rights in the Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Site or the Content, except for this express, limited license.

9.2. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.

9.3. From time to time, the Site may contain references or links to third-party materials (including without limitation websites) not controlled by us. We provide such information and links as a convenience to you. Such links should not be considered endorsements of these sites or any content, products or information offered on such sites and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Site, including without limitation content, property, goods, or services available on the linked sites.

9.4. We shall not bear any liability, whatsoever, for any damage or interruptions caused by Malware. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from BitPesa. Always log into your BitPesa Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

10. SUSPENSION AND DISCONNECTION OF SERVICES/CLOSURE OF BITPESA ACCOUNT.

10.1. We may suspend (bar), restrict, or terminate the provision of the Services (in whole or in part) and/or close your BitPesa Account or block any BitPesa Account or Transaction without informing you and without any liability whatsoever (although we will, where possible, try to inform you that such action is or may be taken), in addition to all remedies available at law and in equity, under the following circumstances:

10.1.1. As required by a valid subpoena or court order;

10.1.2. If we are aware or have reason to believe that your BitPesa Account, the Services, or any BitPesa Account is/are being used in an unauthorized, unlawful, improper, or fraudulent manner or for criminal activities (or has been so used previously);

10.1.3. If you take any action that BitPesa deems as circumventing BitPesa's controls;

10.1.4. If you fail to comply with any of the conditions relating to the Services, including this Agreement;

10.1.5. If you do anything (or allow anything to be done) which we think may damage or affect the operation or security of the Services; or

10.1.6. For reasons outside of our control.

10.2. In the event that a technical problem causes system outage or BitPesa Account errors, BitPesa may temporarily suspend access to your BitPesa Account until the problem is resolved.

10.3. We will also close your BitPesa Account upon receipt of your request to close your BitPesa Account.

11. YOUR RESPONSIBILITIES

11.1. You agree to comply with and not use the Services in violation of any applicable law.

11.2. You agree not to:

11.2.1. Copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Site or any derivative works thereof, in whole or in part, for commercial or non-commercial purposes, except as expressly set forth herein.

11.2.2. Frame, link, or display the Site or Content (or any portion thereof) to or as part of any other web site or any other work of authorship without our prior written permission.

11.2.3. Use the Services or any device, software or routine in any manner that could disable, overburden, damage, or impair or interfere with the Services or any other party's use of the Services, including their ability to engage in real-time activities through the Services;

11.2.4. Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Site;

11.2.5. Introduce any Malware into the Site or BitPesa System;

11.2.6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the BitPesa System;

11.2.7. Violate or assist any party in violating any law, statute, ordinance, regulation, or rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, unlawful gambling, or consumer protections);

11.2.8. Infringe upon BitPesa's or any third party's copyright, patent, trademark, or intellectual property rights;

11.2.9. Act as a payment intermediary or aggregator or otherwise resell any of the Services;

11.3. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

12. LIABILITY AND EXCLUSIONS

12.1. YOUR USE OF THE SITE AND SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES IS AT YOUR OWN RISK. THE SITE AND SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BITPESA NOR ANY PERSON ASSOCIATED WITH BITPESA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SITE OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER BITPESA NOR ANYONE ASSOCIATED WITH BITPESA REPRESENTS OR WARRANTS THAT THE SITE OR SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

12.2. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.3. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.

12.4. IN NO EVENT WILL BITPESA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, SERVICES, ANY CONTENT ON THE SITE, OR OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, SERVICES, OR OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.5. You agree to defend, indemnify, and hold harmless BitPesa, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to any Transaction, your violation of this Agreement, or your use of the Site, Content, or Services.

13. MISCELLANEOUS

13.1. This Agreement (as from time to time may be amended) forms a legally binding agreement which is binding on you and your personal successors and assigns.

13.2. You may not assign or transfer this Agreement to any other person by merger, operation of law, or otherwise. We may assign this Agreement and our obligations hereunder. Subject to the foregoing, this Agreement will bind and inure to the benefit of you and us and our respective agents, heirs, representatives, successors, and assigns.

13.3. No failure or delay by either you or us in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

13.4. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

13.5. If any provision of this Agreement shall be found by any duly appointed arbitrator, court, or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions herein and all provisions not so affected by such invalidity or unenforceability shall remain in full force and effect.

13.5.1. You hereby represent, warrant, and certify to us that any Bitcoin or National Currency used by you in connection with the Services is either owned by you or that you are validly authorized to carry out transactions using such Bitcoin or National Currency.

13.6. You must pay all our expenses in recovering any amounts you owe us, including legal fees, collection fees, and tracing fees.

13.6.1. The Site, Services, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all copyright, trademarks and other intellectual property rights therein thereto, are owned by BitPesa, its licensors, or other providers of such material. You agree that you acquire no rights therein or thereto. Although certain contents of the Site are freely downloadable for personal, non-commercial transitory viewing, they may not be reproduced in whole or in part or otherwise made available without the prior written consent of BitPesa.

13.6.2. BitPesa, the BitPesa logo, and all related names, logos, product and service names, designs, and slogans are trademarks of BitPesa or its affiliates or licensors. You must not use such marks without the prior written permission of BitPesa. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

13.7. This Agreement and the Privacy Policy constitute the sole and entire agreement between you and BitPesa with respect to the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site and Services.

13.8. This Agreement is governed by the internal laws of the Republic of Kenya, without reference to conflicts of laws principles.

13.9. Any disputes arising from or in connection with the present Agreement shall first be resolved through amicable solution, failure of which the same shall be finally resolved in arbitration. Such arbitration shall be governed by the Rules of Arbitration of the International Chamber of Commerce in Nairobi, Kenya, before a single neutral arbitrator. The parties may conduct only essential discovery prior to the hearing, as defined by the arbitrator. The arbitrator shall issue a written decision which contains the essential findings and conclusions on which the decision is based. Judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the extent permissible by law, the determination of the Arbitrator shall be final, conclusive, and binding upon the parties hereto.

13.10. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE PRESENT AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13.11. Nothing herein contained shall preclude any of the parties to this Agreement from approaching any court of competent jurisdiction for an interdict or for relief on an urgent basis.

14. DEFINITIONS

The following definitions relate to this Agreement:

14.1.“BitPesa Account”means the BitPesa Account you create by providing certain information and registering with BitPesa under this Agreement.

14.2.“Bitcoin”means the electronic currency denominated Bitcoin that you transfer to BitPesa for exchange into National Currency through the Service.

14.3.“BitPesa System”means the proprietary service which is marketed, managed, and operated by BitPesa.

14.4.“Charges”means the fees and taxes paid by you when you complete an Exchange Transaction or a Purchase Transaction. Charges are posted on the Site and may be changed from time to time without notice; provided, however that you will be advised of the Charges applicable to each Transaction. Your approval of Transfer Instructions indicates your acknowledgement of and consent to the Charges applicable to such Transaction.

14.5.“Customer”means you and every other person in whose name a BitPesa Account for the Service is registered.

14.6.“Designated Payee”means the person who is designated by Customer to be the recipient of National Currency through the Service.

14.7.“Exchange Bank”means the bank or other institution that credits National Currency to the Payee Account designated by you through the Service.

14.8.“Exchange Period”means the time for which the Exchange Rate is guaranteed to remain the same.

14.9.“Exchange Rate”means the rate at which Bitcoin is exchanged for National Currency and National Currency is exchanged for Bitcoin, valid for an Exchange Period. We will agree with you on the Exchange Rate for each Transaction. Your approval of Transfer Instructions indicates your acknowledgement of and consent to the Exchange Rate applicable to such Transaction.

14.10.“Exchange Transaction”means the transfer of a specified quantity of Bitcoin from Customer to BitPesa and the corresponding transfer to a designated Payee Account of an amount of National Currency calculated by multiplying the quantity of Bitcoin less the Charges by the applicable Exchange Rate, under the terms and conditions hereof.

14.11.“Malware”means any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

14.12.“National Currency”means the fiat currency declared by the government of the designated nation to be legal tender.

14.13.“Payee Account”means the account designated by Customer for the receipt of National Currency in an Exchange Transaction.

14.13.“Payor Account” means the account designated by Customer for the receipt of Bitcoin in a Purchase Transaction.

14.13A.“Purchase Transaction”means the transfer of a specified quantity of National Currency from Customer to BitPesa and the corresponding transfer to a designated Payee Account of an amount of Bitcoin calculated by multiplying the quantity of National Currency less the Charges by the applicable Exchange Rate, under the terms and conditions hereof.

14.14.“Service”means the service provided by BitPesa for the exchange of Bitcoin and National Currency on the terms and conditions of this Agreement

14.15.“Site”refers to the website(s) through which BitPesa conducts business, including www.bitpesa.co and such other URLs as BitPesa may designate from time to time for use with the Service.

14.16.“Transaction” means an Exchange Transaction or a Purchase Transaction.

14.17.“Transfer Instructions”means instructions given by Customer through the Service for the transfer of Bitcoin as provided herein.

By creating a BitPesa Account, you acknowledge that you have read, warranted, agreed to and accepted the terms and conditions of this Agreement in full.

MODIFIED: May 2016