Terms Of Service

 

Effective Date [18/11/2021]

 

Welcome to Kumo

 

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU USE THE SERVICES. BY USING THE SERVICES, YOU AFFIRM THAT:

 

            •                                  YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS; AND

            •                                  YOU ARE LEGALLY COMPETENT TO ENTER INTO A LEGAL AGREEMENT.

 

These Terms of Service is a legal agreement (this "Agreement") between you ("user," "you" or "your") and Kumo Technologies Inc ("Kumo," "we," "our", or "us"),  As used in this Agreement, “Service” refers to Kumo’s payment-processing services, as well as our website, any components, documentations, hardware, internet-based services, programs, software, tools, and any updates (including software maintenance, service information, help content, bug fixes, or maintenance releases) provided to you by Kumo, directly or indirectly.

 

Kumo may offer the Services by exclusively integrating third-party platforms or websites. These third-party platforms or websites might have their own terms of service and Privacy Notice. Kumo’s Terms of Service incorporates by reference all notices, policies, and other content that appear on our website at kumo.africa and third-party websites.

 

With Kumo, you enjoy access to payment solutions from Africa to the world, enabling you to open a Kumo e-Wallet to complete transactions using your credit/debit cards, bank accounts, and cryptocurrencies; to own Kumo Card which enables you select cryptocurrencies at competitive rates anywhere in the world; and to integrate Kumo as a checkout on your website, enabling you to accept payments with cards, bank accounts, and cryptocurrencies anywhere in the world.

 

            •                                  Privacy Notice

Whenever you use our Services, you consent to the collection, storage, transfer, and use of your information as described in this Privacy Notice. This includes any information you choose to provide that is deemed sensitive under applicable laws and regulations. The terms on which we process any personal information that we collect from you or that you provide to us are described in our Privacy Notice. The Privacy Notice is incorporated into these Terms, and by using the Services, you agree to the Privacy Notice and consent to the processing of any personal data described in the Privacy Notice and you warrant that all data that you provide to us is accurate.  

 

            •                                  AMENDMENT OF TERMS

We may amend the Terms from time to time. You should visit the Kumo website 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 our Site, or sent by email to the address associated with your Kumo account. The continued use of your Kumo 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 Kumo Site and your Kumo account.

 

            •                                  USING THE SERVICES

You are responsible for the software, device, and other hardware, Internet service, and mobile data service (and all associated fees) that you need to access and use the Services. We currently charge transaction fees for the Services and reserve the right to change these fees in the future. If we change our fees, you will be given thirty (30) days’ prior notice by means of an amendment to these Terms prior to the fees becoming effective.

 

3.1 Eligibility: By opening an Account with us, 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 Kumo Site;

            •                                  You will not open or attempt to open an Account under any name except your own, or use your Account to carry out transactions on behalf of a third party;

            •                                  You will follow the Kumo account sign-up process if you seek to open and use a Kumo account for a non-individual legal entity (e.g. a company, trust or partnership);

            •                                  You will not have more than one Kumo account; use or access any Kumo account other than your own; or assist any other person in obtaining unauthorized access to any Kumo account;

            •                                  You will provide security for transactions carried out through your Kumo Account by ensuring there is sufficient Local Currency or cryptocurrency (as the case may be) in your Kumo account in advance of any transaction;

            •                                  You will not allow or facilitate the withdrawal of Local Currency from your Kumo Wallet to a bank account held in the name of a third party;

            •                                  You will not use your Kumo Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any applicable laws, statutes, ordinances, or regulations.

 

Any capitalized terms used in this Eligibility section shall have the meaning given to them in these Terms. Reference in these Terms to “Local Currency” means fiat or government issued currency (e.g. NGN, GBP, EUR, ZAR). By opening a Kumo Account, you accept and agree that Kumo 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 Kumo Site or any Kumo Account in a manner that is inconsistent with the letter or spirit of these Terms.

 

3.2 Your Kumo Account: You may be required to create an account (Account) to use certain features of the Services.  When you create an Account, you must comply with the verification and setup process in order to use these Service features.  You agree you will maintain your Account information to ensure that it is always current, complete, and accurate. If you provide untrue, incomplete, misleading, or inaccurate information, you understand that we have the right to terminate your Account and use of the Services.

 

3.3 Your Kumo e-Wallet: Once you create a Kumo Account, the Services will enable you have access to your Kumo e-Wallet from where you will be able to fund your wallet through your credit/debit card to wallet, crypto to wallet, and bank account to wallet; transfer funds from wallet to wallet, wallet to account, or wallet to crypto; and pay for utilities, including electricity, air time, data, and pay TV subscriptions. The e-Wallet is part of the Services. Kumo will not have custody or control of your Wallet. You agree to protect the security of your Account and your device.  You are also solely responsible for placing security measures on your device. You are responsible for all use of your Account, including your login credentials (i.e. username and password) and activation codes and passwords. Kumo treats access to the Services through your Account credentials as authorized by you. Unauthorized access to password-protected or secure areas is prohibited and may lead to criminal prosecution. Please immediately notify Kumo using the contact information below if you believe that information you provided to us is no longer secure or if you need to deactivate your Account or password.

 

3.4 Availability of the Services:  We do not guarantee availability of the Services at all times of the day. The availability of the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, blockchain network congestion, or network issues, all of which are out of the control of Kumo.

 

3.5 Updates to the Services: Kumo may from time to time perform upgrades, updates, bug fixes, or error corrections to the Services (Updates) or otherwise make the Services unavailable. To the maximum extent authorized under applicable law, we reserve the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Services at any time and without notice. Except as expressly agreed in writing, Kumo has no obligation to provide access to or support for the Services and is not responsible for any delay, delivery failure, or other damage resulting from use of the Services. Updates are part of the Services and subject to these Terms. Your continued use of the Services after the Effective Date constitutes your acceptance of the Updates.

 

3.6 Licence to Use the Site: If you comply with these Terms of Service, Kumo grants you the limited right to use the Site and the Services. The right to use the Site and the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited licence, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any licence (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Service, or the Kumo Marks. The Site may suspend or terminate the Service to you, your Kumo account, Kumo e-Wallet, or Kumo card at its sole discretion, as required by applicable Laws or where Kumo determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.

 

3.7 Restrictions on Your Use of the Services: You may use the Services for lawful, non-commercial purposes only.  You agree that you will not (and you agree not to encourage or allow any third party to):

            •                                  Breach, test, circumvent (or attempt to breach, test or circumvent) any security, copy protection or rights management feature in the Services or otherwise attempt to gain unauthorized access to the Services, other users’ Accounts or Kumo’s computer systems or networks;

            •                                  Copy, modify, translate, adapt, or otherwise create derivative works or improvements (whether or not patentable) of any part of the Services;

            •                                  Decompile, reverse engineer, disassemble, or decode the Services or otherwise attempt to derive or gain access to the source code of any part of the Services (unless applicable laws specifically prohibit such restriction);

            •                                  Remove, alter, or obscure any copyright, trademark, or other intellectual property or proprietary notices contained in the Services;

            •                                  Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape, data mine, or index any portion of the Services;

            •                                  Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast, or otherwise make available or exploit any features or functionality of the Services including through time-sharing, use of service bureau or by otherwise making the Services available on a network on which they are accessible by more than one device at any time;

            •                                  Reformat or frame any portion of the web pages that are part of the Services without Kumo’s written consent;

            •                                  Negligently, recklessly, knowingly, or intentionally transmit or upload any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous;

            •                                  Cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Services or otherwise interfere with others’ use and enjoyment of the Services;

            •                                  Create an Account under fraudulent pretences;

            •                                  Engage in abusive, deceptive, defamatory, fraudulent, harassing, hateful, libellous, obscene, pornographic, threatening, violent, or otherwise offensive or unlawful acts or behaviour;

            •                                  Collect or store Personal Information (as defined in the Privacy Notice) about or otherwise invade the privacy of any other user without his or her express prior written consent; or

            •                                  Attempt to circumvent or evade any content filtering or blocking techniques we employ, or attempt to access the Services from anywhere other than a Permitted Region, as defined below.

 

3.8 SMS Services: The Services may offer text messaging (SMS or MMS) services for registered users. Message and data rates may apply. Once you opt-in to receive text messages from Kumo, the frequency of text messages that we send to you depends on your transactions with us. All charges are billed by and payable to your wireless service provider. Please contact your wireless service provider for pricing plans and details. Text message services are provided on an “as is” basis and may not be available in all areas at all times. By agreeing to receive text messages, you understand and agree that Kumo may use an automatic dialling system to deliver text messages to you and that your consent to receive text messages is not required as a condition of purchase for any goods or services.

 

            •                                  MOBILE APPLICATION

If you download Kumo app from a third-party app store or platform (App Store), you acknowledge and agree that:

            •                                  These Terms of Service is a legal agreement between Kumo Technologies and you, and not with the App Store. Between Kumo and the App Store, Kumo is solely responsible for the App.

            •                                  The App Store is not obliged to provide any maintenance and support services with respect to the Kumo app.

            •                                  In the event of any failure of the Kumo app to conform to any applicable warranty, (i) you may notify Kumo to resolve the issue; (ii) any other claims, costs, damages, losses, or liabilities attributable to any failure of the app to conform to any warranty is, as between Kumo and the App Store, Kumo’s responsibility; and (iii) to the maximum extent permitted by applicable law, the App Store will have no warranty obligation whatsoever with respect to the app, except the app is made downloadable at a fee, wherein you may notify the App Store of the failure of the app to conform to any applicable warranty and the App Store may refund the purchase price for the app to you.

            •                                  The App Store is not responsible for addressing any claims you have relating to the Kumo app or your possession and use of the app.

            •                                  If a third party claims that the Kumo app infringes another party’s intellectual property rights, as between the App Store and Kumo, Kumo is responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.

            •                                  The App Store and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the app. Upon your acceptance of the terms and conditions of these Terms, the App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the app against you as a third-party beneficiary thereof.

            •                                  You must also comply with all applicable third-party terms of service when using the applications.

 

            •                                  CHARGES AND FEES

You agree and accept all charges or fees applicable to all transactions conducted on the Kumo website. Kumo reserves the right to make changes to the charges or fees at any time on the website. Changes in charges or fees will be updated on the website.

 

            •                                  LINKS TO OTHER WEBSITES AND SERVICES

The Services also may contain links to other websites or online services that we think may interest you (collectively, “Linked Services”).  Linked Services are not under the control of Kumo and Kumo is not responsible for Linked Services or for any information or materials on, or any form of transmission received from, any Linked Service. The inclusion of a link does not imply endorsement by Kumo of the Linked Services or any association with the operators of the Linked Services. Kumo does not investigate, verify, or monitor the Linked Services.  Kumo provides links to Linked Services for your convenience only. You access Linked Services at your own risk. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that Kumo is not responsible for the performance of these services. You may be offered services, products and promotions provided by third parties and not by Kumo. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Kumo.

 

            •                                  PROHIBITED ACTIVITIES

7.1 In connection with your use of our website, your Account, the Kumo Services, or in the course of your interactions with Kumo, other Users, or third parties, you will not:

            •                                  use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband digital assets, fiat, funds, property, or proceeds;

            •                                  use the Site or any Services if any applicable Laws, including but not limited to AML Laws, Counter Terrorism Financing (CTF) Laws, Anti-Corruption Laws, Economic Sanctions Laws, prohibit, penalize, sanction, or expose the Site to liability for any Services furnished or offered to you under these Terms of Service;

            •                                  use the Site or any of the Services, or any financial services of any financial Institution, whether or not an affiliate of Kumo, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including but not limited to AML Laws, Anti-Corruption Laws, Cybercrime Laws, and other laws;

            •                                  use the Site or any Services to evade taxes under the Laws of Nigeria or any other jurisdiction(s) applicable to you or the Site;

            •                                  use the Site or any Services to interfere with or subvert the rights or obligations of Kumo or the rights or obligations of any other Site user or any other third party;

            •                                  transact using fraudulent, misleading, or inaccurate information presented to the Site or to Kumo or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

            •                                  use the Site or any Services to engage in conduct that is detrimental to Kumo or to any other Site user or any other third party;

            •                                  use the Site or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading, or price manipulation; (ii) enter orders or quotes with the intent to disrupt or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions; or (iii) entering orders or quotes with the intent of creating the false impression of market depth or market interest;

            •                                  use the Site or any Services, including the feature that enables Kumo users receive funds in their Kumo wallet through Kumo’s bank account without the need for the Kumo user to receive such funds directly in their own bank account, for legitimate transactions and that where this feature is used by the user otherwise, the user is liable for any administrative, civil, or criminal actions. For the purpose of such transactions, the User understands and accepts that at no time is Kumo an agent of the user;

            •                                  falsify or materially omit any information or provide misleading or inaccurate information requested by Kumo, including at registration or during the course of administering any Services to you;

            •                                  cause injury to, or attempt to harm, Kumo or any third party through your access to the Site or any Services;

            •                                  where you are subject to prohibitions or restrictions as set forth above, access the Site or use any Services utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising your IP address or location, or

            •                                  violate, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.

 

7.2 If Kumo determines that you have engaged in any Prohibited Use as defined in 7.1 above, Kumo may address such Prohibited Use through an appropriate sanction in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any fiat, funds, property, proceeds, or digital assets in any digital assets account or wallet that you have on the Site; and, suspending or terminating your access to any Services or fiat, funds, property, or digital assets from any digital assets account or wallet address. Kumo may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in the imposition of economic costs to Kumo, you shall pay an amount to Kumo so as to render Kumo whole, including without limitation, the amount of taxes or penalties that might be imposed on Kumo.

 

7.3 DUE DILIGENCE GENERALLY, ANTI-MONEY LAUNDERING, AND COUNTER-TERRORISM FINANCING

7.3.1 Kumo is committed to providing compliant, safe, and reputable services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, Anti-Corruption Laws, Cybercrime Laws, and other laws. Accordingly, Kumo insists on a comprehensive and thorough user due-diligence process implementation and ongoing analysis and reporting.

7.3.2 Additionally, Kumo may assess whether you will make or intend to make a deposit, withdrawal, or transfer of fiat or digital tokens to, from, or through any financial institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Kumo. You agree to provide promptly documentation, information, or records requested by Kumo at any time, including, without limitation, a self-certification permitting the determination of tax residence and status under applicable Laws.

7.3.3 Kumo needs to retain certain information, documentation, and records on file in accordance with applicable Laws and its contractual relationships, and Kumo hereby expressly reserves the right to keep such information, documentation, and records.

7.4.4 Kumo monitors for and assesses suspicious or sanctionable transactions under applicable AML, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to relevant law enforcement authorities. These undertakings shall apply even when you suspend or terminate your relationship with Kumo. Our policies apply to any and all digital tokens, fiat, and other funds or property being exchanged on or through the Site or by any of you, your affiliates, of any of Kumo’s partners and associates.

7.4 TRANSACTION REVIEW AND INVESTIGATION

 

Kumo has the right to review and investigate transactions you make through its Site or Services for suspicious activities or where such transactions are considered by Kumo as high-risk transactions. If Kumo places your payment on review and investigation, you agree that Kumo will place a hold on the payment and may notify the recipient about the suspicious transaction. After completing review and investigation, the transaction may be cleared or reversed, or cancelled as the case may be. If cleared, Kumo will notify the recipient accordingly. If uncleared, Kumo will determine that the payment be reversed or the transaction be cancelled. In such circumstances described above, Kumo will notify you by email, phone, or through your Kumo account transaction history.

 

7.5 PAYMENT HOLD OR SUSPENSION OF TRANSACTIONS

 

Kumo, in its sole discretion, may place a hold on a payment you receive for a transaction when Kumo believes there may be a high level of risk associated with the transaction. Such transactions may include funds received by you, funds transferred by you, funds you have transferred to your Kumo wallet, or/and funds you have received through any of the Kumo Site or Services. If Kumo places a hold on your transaction, the affected fund or tokens will not be available or accessible by you in your Kumo account. Payment will be completed after review and investigation are completed. Kumo shall exercise sole and absolute discretion and powers to hold on to funds it reasonably suspects to be fraudulently acquired or erroneously received by the user pending the determination of Kumo’s investigation. "Funds" in this paragraph strictly applies to transactions involving fiat.

 

7.6 REVERSALS, CHARGEBACKS, AND CLAIMS

 

For any matter involving reversals chargebacks, or claims, you are liable to Kumo for the full amount of payment(s) you receive through Kumo Site or Services, including any fees if such payment is subsequently invalidated for any reason. Consequently, in addition to any other liability, you will be responsible for the full amount of the payment, including applicable fees if you lose a claim or a chargeback, or if there is a reversal of the payment. You agree to allow Kumo to recover any amounts due to Kumo by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse Kumo through other means. If Kumo is unable to recover the funds from your primary funding source such as your Kumo wallet or bank account(s), Kumo may contact you demanding that you complete recovery. Kumo may recover the funds from your secondary or alternate funding sources, or may take other legal actions to collect the amount due. You agree to cooperate with Kumo for the purpose of recovering the funds from you.

 

7.7. ADMINISTRATIVE AND LEGAL ACTIONS AGAINST TRANSACTIONS SUSPECTED TO BE FRAUDULENT

 

Kumo shall have the right to recover any funds that Kumo suspects to involve fraudulent transactions. For this purpose, Kumo reserves the exclusive right to apply administrative processes or actions to immediately protect its platform from such fraudulent transactions to the extent by our terms of service and applicable law. Apart from administrative processes or actions, where necessary or required by law, Kumo equally reserves the right to institute civil and/or criminal action against you if you in the event of any transactions suspected to be fraudulent transactions by you.

 

7.8 ADMINISTRATIVE AND LEGAL ACTIONS AGAINST TRANSFERS DISCOVERED TO BE ERRONEOUS TRANSFER

 

Kumo shall have the right to recover any funds that Kumo discovers to be an erroneous transfer, such as for example a transfer of funds to your Kumo account or other account(s) by Kumo under any erroneous circumstances, whether due to administrative error, technical error, or otherwise. For this purpose, Kumo reserves the exclusive right to apply administrative actions to immediately correct the error to the extent permissible by our terms of service and applicable law. Apart from administrative actions, where necessary or required by law, Kumo equally reserves the right to institute civil against you if in the event of any transfer suspected to be erroneous transfer by us you fail, neglect, or refuse to cooperate with Kumo to refund to Kumo, the affected Kumo user, or other affected third party the funds involved in the erroneous transfer.

 

            •                                  INTELLECTUAL PROPERTY

 "Kumo.africa” and all other URLs, logos, and trademarks related to the Kumo Services are either trademarks or registered trademarks of Kumo or its licensors. You may not copy, imitate, or use them without Kumo’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, or trade dress of Kumo. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by Kumo through our merchant services, auction tools features, or affiliate programs without prior written consent for the purpose of directing web traffic to the Kumo Services. You may not alter, modify, or change these HTML logos in any way, use them in a manner that is disparaging to Kumo or the Kumo Services, or display them in any manner that implies Kumo’s sponsorship or endorsement. All right, title, and interest in and to the Kumo website, any content thereon, the Kumo Services, the technology related to the Kumo Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Kumo and its licensors.

 

            •                                  ACCOUNT SECURITY

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Kumo Services. In order to access Kumo services you will be required to create security details, including username and password. You agree and accept responsibility for:

            •                                  The safekeeping of your Kumo account and password, personal identification numbers (PINS) or tokens, API keys, or any other authenticator code associated with your Kumo account.

            •                                  All activities under your log-in email, Kumo account and password

            •                                  Notifying Kumo immediately if you are aware of any unauthorized access to your Kumo account and password by any person or any violations.

            •                                  Enabling any additional security features available to you, including the activation of two factor authentication on your Kumo account.

            •                                  Maintaining security and control of your inbox, phone number, and any other application linked to your Kumo account.

            •                                  Kumo shall not and will not be responsible for any loss caused by your failure to comply with the security of your account.

 

 

            •                                  GENERAL TERMS

10.1 LIMITATION OF LIABILITY

Subject to the maximum extent permitted by Applicable Law,  in no event shall Kumo, our parent, subsidiaries, affiliates, our officers, directors, agents, joint ventures, employees, or suppliers be liable any claim, application, loss, injury, delay, accident, cost, lost of profits or any special, incidental, or consequential damages (including without limitation damages for loss of data or loss of business whether resulting from hacking, tampering, or other unauthorized access or use of the Service or your account or the information contained therein), business interruption costs, any other expenses (including, without limitation, attorneys’ fees or the costs of any claim or suit), or for any direct, indirect, incidental, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, computer failure or malfunction, work stoppage, data or other intangible losses that may result from the use of, inability to use, unavailability of the Service, or use of or inability to use third-party products, any amount in excess of the amount paid by you for the product that gives rise to any claim, or any and all other commercial losses directly or indirectly arising out of or related to:

            •                                  these Terms of Service;

            •                                  the Services, and your use of any of them;

            •                                  the Site, and your use of it;

            •                                  the real or perceived value of any currencies or digital tokens or assets traded on the Site, or the price of any digital token or asset displayed on the Site at any time;

            •                                  any inaccurate, misleading, or incomplete statement by Kumo or on the Site regarding your digital tokens or assets wallet, whether caused by Kumo’s negligence or otherwise;

            •                                  any failure, delay, malfunction, interruption, or decision (including any decision by Kumo to vary or interfere with your rights) by Kumo in operating the Site or providing any Service;

            •                                  errors, mistakes, or inaccuracies of content;

            •                                  any interruption or cessation of transmission to or from the service, or any delay in performing our obligations under this agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control;

            •                                  any bugs, viruses, trojan horses, or the like that may be transmitted to or through the service by any third party;

            •                                  user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Kumo , its processors, agents, suppliers, licensors, or networks (or respective affiliates, agents, directors, and employees) be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount of fees earned by us in connection with your use of the service during the three (3) month period immediately preceding the event giving rise to the claim for liability.

            •                                  any stolen, lost, or unauthorized use of your digital tokens wallet or account information, any breach of security or data breach related to your Digital Tokens Wallet information, or any criminal or other third party act affecting Bitfinex or any Associate; or,

            •                                  any offer, representation, suggestion, statement, or claim made about Kumo, the Site, or any Service by any third parties or partners.

10.2 The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or Kumo was advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

10.3 The Service is controlled and operated from facilities in Nigeria. Kumo makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations.

10.4 To the fullest extent permissible by Applicable Law, you hereby agree to release Kumo from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if Kumo has been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.

10.5 Your Liability: Your Liability in the use of the services are as follows:

10.5.1 General. You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties, and other liability incurred by Kumo, a User, or a third party caused by or arising out of your breach of this Agreement or your use of the Kumo Services. You agree to reimburse Kumo, a User, or a third party for any and all such liability.

10.5.2 Liability for instructions given by you on your Account. Any instructions given by you on your Account (whether verbal or in writing) once you have been authenticated will be relied on by Kumo. Kumo will not be liable for any loss or damage you or anyone else suffers where Kumo acts on those instructions in good faith, unless it was proved that Kumo was negligent.

10.5.3 Reimbursement for Your Liability. In the event that you are liable for any amounts owed to Kumo, Kumo may immediately remove such amounts from your balance. If you do not have a balance that is sufficient to cover your liability, your remaining balance (if any) will be removed, your Account will have negative balance up to the amount of your liability, and you will be required to immediately Add Money to your Kumo balance or reimburse Kumo through an alternative method. If you do not do so, Kumo may engage in collection efforts to recover such amounts from you.

 

10.6 No Warranty. The Kumo services are provided “as is” and without any representation of warranty, whether express, implied, or statutory. Kumo, our parent, and affiliates, our officers, directors, agents, joint ventures, employees, and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Kumo does not have any control over the products or services that are paid for with the Kumo Services and Kumo cannot ensure that a buyer or a Seller you are dealing with will actually complete the transaction or is authorized to do so. Kumo does not guarantee continuous, uninterrupted, or secure access to any part of the Kumo Services, and operation of our site may be temporarily suspended for maintenance or upgrade or interfered with by numerous factors outside of our control. Kumo will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Kumo makes no representations or warranties regarding the amount of time needed to complete processing because the Kumo Services are dependent upon many factors outside of our control, such as delays in the banking system or mail service.

 

10.7 Indemnification. You agree to defend, indemnify, and hold Kumo, affiliates, and our officers, directors, agents, joint ventures, employees, and suppliers harmless from any claim, demand (including attorneys’ fees), fine, or other liability incurred by any third party due to or arising out of your breach of this Agreement and/or use of the Kumo Services.

 

10.8 No Waiver. Our failure or delay to act with respect to a breach by you or others does not waive our right to act with respect to such breach or any subsequent or similar breaches.

 

10.9 Notices to You. You agree that Kumo may communicate with you about your Account, the Kumo Services, and this Agreement electronically. Kumo reserves the right to close your Account if you withdraw your consent to receive electronic communications. Any electronic communications will be considered to be received by you within 24 hours of the time we post it to our website or email it to you. Any notice sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.

 

10.10 Insolvency Proceedings. If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Kumo will be entitled to recover all reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement of this Agreement.

 

10.12 Statements and Errors

Kumo will make available to you statements i.e. report of activities, including transactions and fees, relating to the Services. Kumo is not responsible for you relying on balance, transaction, or related information that is updated or corrected, or the accuracy or timeliness of information supplied by any third party. You agree that the Statements are sufficient for you to inspect and review activity and to identify errors and unauthorized or altered transactions. You should make archival copies of your Statement data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Account. You will promptly examine your entire Statement once it is available. You will promptly, and no later than 60 calendar days after the Statement date, reconcile your Statement with your bank statements and other receipts from the same period, and notify Kumo of any: (a) unauthorized transactions, including any claims of such activity or requested adjustments, (b) alterations, discrepancies, errors, and irregularities, or (c) discrepancies you identify when reconciling with your bank statements and other receipts. If you do not act within the timeframes above, you agree that you cannot: (i) assert you exercised reasonable care and promptness in reviewing your Statement and identifying errors, (ii) be reimbursed for a claim refused as a result, and (iii) claim or otherwise act against us for a subsequent loss that was preventable or caused by the same wrongdoer's repeated act.

 

10.11 Release of Kumo. If you have a dispute with one or more Users, you release Kumo and Affiliates (and their officers, directors, agents, joint ventures, employees, and suppliers) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

 

            •                                  ACTIONS BY KUMO FOR RESTRICTED ACTIVITIES

If Kumo, in its sole discretion, believes that you may have engaged in any Restricted Activities or Prohibited Activities, we may take various actions to protect Kumo, Affiliates, other users, other third parties, or you from reversals, chargebacks, claims, fees, fines, penalties, and any other liability. The actions we may take include but are not limited to the following:

            •                                  We may close, suspend, or limit your access to your Account or the Kumo Services;

            •                                  We may hold, apply, or transfer the funds in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by courts in Nigeria or elsewhere and directed to Kumo or its Affiliates;

            •                                  We may refuse to provide the Kumo Services to you now and in the future; and

            •                                  We may hold your funds for a period of time reasonably needed to protect against the risk of liability to Kumo or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity or transactions.

 

            •                                  TERMINATION

12.1 Our Right to Terminate or Suspend: Kumo has the right at its discretion and without liability to you, with or without prior notice, with or without your consent, temporarily terminate or permanently terminate your access to all part or any her services. In cases of violation of our Terms of Service, Kumo reserves the right to remedy such violations in accordance with law and in equity, including without limitation, the right to restrict, suspend, or terminate your account or deny you access to the Services without notice; and whenever the need to cooperate with law enforcement regarding enquiries or need to comply with law arises, Kumo shall be entitled to disclose information including, but not limited to, your user identity, and personal details.

12.1.1 You agree and accept that Kumo has the right to cancel transaction and restrict, and terminate your account without notice in the following situations, but not limited to these situations:

 

            •                                  Where we suspect that you are acting in breach of this agreement; that your account is being used for or associated with fraud, money laundry, terrorism financing, and any other financial crimes or fraudulent activity;

            •                                  Where your name appears in any governmental sanction list; that you are taking any action that may circumvent our controls such as opening multiple Kumo accounts or abusing promotions offered;

            •                                  Where your account is subjected to operational error or other error which may require us to suspend your account pending when such errors are treated;

            •                                  Where we have reason to believe that another Kumo account provided by us or one of our group companies is held by you and has been used for any fraudulent activity, money laundering, terrorism financing, or other criminal activity; or without limitation of these conditions,

            •                                  Where you violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our services.

 

12.1.2 Regarding suspension, you agree that we may suspend your Kumo account at any time if:

            •                                  We reasonably believe that your Kumo Account has been compromised or for other security reasons; or

            •                                  We reasonably suspect that your Kumo account has been used or is being used without your authorization or used fraudulently; and we shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify you.

 

12.2 Your right to terminate: You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that may be held for you by us at the time of closure, less any applicable fees, will be paid out to you according to an agreed pay-out schedule, assuming all pay-out-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading your pay-out schedule). If an investigation is pending at the time you close your Account, Kumo may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, Kumo will release those funds to you.

 

12.3 Effect of Termination: Kumo will not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data. We will not be liable to you for compensation or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

 

 

            •                                  DISPUTE RESOLUTION

13.1 Contact Kumo First. If a dispute arises between you and Kumo, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Kumo regarding the Kumo Services may be reported to info@Kumo.com at any time, or by calling +234803 857 5579.

 

13.2 Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD (or other currencies equivalents), the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through any other established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions. The specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

13.3 Law and Forum for Disputes. Except as otherwise agreed by the parties or as described in this provision, you agree that any claim or dispute you may have against Kumo must be resolved by a court located in Nigeria or where the defendant is located. You agree to submit to the personal jurisdiction of the courts located within Nigeria for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of Nigeria as such laws are applied to agreements entered into and to be performed entirely within Nigeria, without regard to conflict of law provisions.

 

13.4 Confidentiality. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, shall be deemed confidential information not to be disclosed to any person not a party to the arbitration. All communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the arbitration.

 

13.5 Improperly Filed Litigation. All claims you bring against Kumo must be resolved in accordance with the provisions of this Agreement. All claims filed or brought contrary this provisions shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to this provision, Kumo may recover attorneys’ fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that Kumo has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

 

13.6 Time Limitation. You agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues; otherwise, the cause of action is permanently barred.

 

13.7 Class Actions. Any arbitration under this Agreement will only be on an individual basis. Class arbitrations, class actions, private-attorney general actions, and consolidation with other arbitrations are not permitted, and you are waiving your rights to have your case decided by a jury (assuming the jurisdiction operates a jury system) and you are also waiving your right to participate in a class action against Kumo.

 

            •                                  MISCELLANEOUS

14.1 Entire Agreement: These Terms constitute the entire Agreement and understanding between you and Kumo with respect to their subject matter and supersede any and all earlier discussions, agreements, and understandings of any kind between you and Kumo (including but not limited to any earlier versions of these Terms).

 

14.2 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 will continue in full force and effect. In the event that any provision or part thereof of these Terms is determined to be illegal, invalid, or unenforceable, that provision or part thereof shall be replaced by the parties with a legal, valid, and enforceable provision or part thereof that has, to the greatest extent possible, a similar effect as the illegal, invalid, or unenforceable provision, given the content and purpose of these Terms.

 

14.3 Assignment:  You may not assign or transfer any of your rights or obligations under these Terms without Kumo’s prior written approval. You give Kumo approval to assign or transfer these Terms in whole or in part, including but not limited to: (i) a subsidiary or affiliate; (ii) an acquirer of Kumo’s assets, business, or equity; or (iii) a successor by merger.

 

14.4 Change of control:  In the event that Kumo 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.

 

14.5 Force Majeure: Kumo 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 or failure due to any act of God, act of terrorists, civil disturbance, act of civil or military authorities, failure of equipment or software, fire, strike or other labour dispute, interruption in telecommunications or Internet services or network provider services, war, or catastrophe or any other occurrence which is beyond our reasonable control.

 

14.6 Survival: All 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 Kumo Account, use of the Kumo Site, intellectual property, disputes with Kumo, and general provisions, shall survive the termination of these Terms.

 

14.7 Headings: Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

 

14.8 English language controls this Agreement:  Notwithstanding any other provision of these Terms, any translation of this Agreement is provided solely for your convenience. Any translation provided may not accurately represent the information in the original English. The meanings of terms, conditions, and representations in this Agreement are subject to definitions and interpretation in the English language.

 

14.9 Governing Law: These terms and conditions are governed by and construed in accordance with the laws of the Federal Republic of Nigeria and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

 

            •                                  CONTACT US

If you have any issues or questions in relation to these Terms, your rights and obligation arising from them, or your use of the Site and Service, your account, or any other issue, please contact info@Kumo.africa