Terms and conditions

Last updated: 11th November, 2020

Naijacrypto (website: https://www.Naijacrypto.com) is a cryptocurrency-based trading platform that is wholly owned by CI Cryptosolutions. CI Cryptosolutions (hereinafter referred to as “CI”) was incorporated by the corporate affairs commission of Nigeria.

These terms of services, together with any other addenda, terms, and conditions, or documents expressly incorporated herein constitute the entire agreement between the parties (together, the “Terms”). In the event of any inconsistency between these terms of services and any of the other addenda, terms, and documents, the provisions of these terms of services shall prevail to the extent of such inconsistency. All other information provided on the Trading Platform or oral/written statements made are excluded from these Terms and do not constitute a legal agreement between the parties. Use of the Trading Platform and the Services is governed by these Terms.

By accessing, viewing, or downloading information from the Trading Platform and using the Services provided by the CI Group, you acknowledge that you have read and considered, and you understand and unconditionally agree to be bound, by these Terms. CI may, at any time, without notice, amend the Terms. You agree to continue to be bound by any such amended Terms and that CI has no obligation to notify you of such amendments. You acknowledge that it is your responsibility to check these Terms periodically for changes and that your continued use of the Trading Platform and Services offered by the CI Group following the posting of any changes to the Terms indicates your acceptance of any such changes.

The Trading Platform and the copyright in all text, graphics, images, software and any other materials on the Trading Platform are owned by CI, including all trademarks and other Intellectual Property Rights in respect of materials and Services on the Trading Platform. Materials on the Trading Platform may only be used for personal use and non-commercial purposes.

You may display on a computer screen or print extracts from the Trading Platform for the above-stated purposes only provided that you retain any copyright and other proprietary notices or any of CI’s trademarks or logos, as shown on the initial printout or download without alteration, addition or deletion. Except as expressly stated herein, you may not without CI’s prior written permission alter, modify, reproduce, distribute or use in any other commercial context any materials from the Trading Platform.

You acknowledge that ‘Naijacrypto’ and the Naijacrypto logo are trademarks of CI. You may reproduce such trademarks without alteration on material downloaded from the Trading Platform to the extent authorised above, but you may not otherwise use, copy, adapt or erase them.

You shall not in any circumstance obtain any rights over or in respect of the Trading Platform (other than rights to use the Trading Platform pursuant to these Terms and any other terms and conditions governing a particular service or section of the Trading Platform) or hold yourself out as having any such rights over or in respect of the Trading Platform.

You are not allowed to access or use the Services or the Trading Platform if you are located, incorporated or otherwise established in, or a citizen or resident of: (i) a jurisdiction where it would be illegal according to Applicable Law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services or the Trading Platform; or (ii) where the publication or availability of the Services or the Trading Platform is prohibited or contrary to local law or regulation, or could subject any member of the CI Group to any local registration or licensing requirements (together, the “Restricted Jurisdictions”). CI may, in its sole discretion, implement controls to restrict access to the Services or the Trading Platform in any of the Restricted Jurisdictions. If CI determines that you are accessing the Services or the Trading Platform from any Restricted Jurisdiction, or have given false representations as to your location of incorporation, establishment, citizenship or place of residence, CI reserves the right to close any of your accounts immediately and liquidate any open positions.

Definitions

In these Terms:

"APIs" means Application Programming Interfaces;

"Applicable Law" means all civil and common laws, statutes, subordinate legislation, treaties, regulations, directives, decisions, by-laws, ordinances, circulars, codes, orders, notices, demands, decrees, injunctions, resolutions, rules and judgments of any government, quasi-government, statutory, administrative or regulatory body, court, agency or association by which any member of the CI Group or you are bound in any jurisdiction applicable to the receipt or performance of the Services.

"CI Group" means CI and its subsidiaries from time to time.

"Intellectual Property Rights" means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trademarks, service marks, logos, trade names, rights in domain names, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether or not patentable)) moral rights and any other similar intellectual or industrial property rights (whether registered or not) and applications for such rights as may exist anywhere in the world.

"Member" means any

 current registered user of the Trading Platform.

"Services" means websites, applications and any services provided by any member of the CI Group, including:

a)            the Trading Platform

b)            any downloadable material from CI’s websites;

c)            any information, content or other material published or provided by any member of the CI Group in any way with respect to any subject matter (including any research materials, market data or blogs); and

d)            any features, content or services from any person that may be ancillary to any of the above.

"Trading Platform" means the cryptocurrency-based trading platform on https://www.naijacrypto.com and subdomains, mobile applications, APIs and other media owned by the CI Group relating to that trading platform.

1. Access Conditions

1.1: When accessing and using the Service, you must:

a) not carry out any activity that: (i) involves proceeds from any illegal or unlawful activity (including activities relating to cryptocurrency tumblers, darknet markets, money laundering or terrorism financing); (ii) publishes, distributes or disseminates any illegal or unlawful material or information; or (iii) otherwise violates, or could violate, any Applicable Law;

b) not attempt to undermine the security or integrity of the CI Group’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

c) not use, or misuse, the Services in any way which may impair the functionality of the Services or Trading Platform, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Trading Platform;

d) not attempt to gain unauthorized access to the computer system on which the Trading Platform is hosted or to any materials other than those to which you have been given express permission to access;

e) not transmit or input into the Trading Platform any files that may damage any other person’s computing devices or software; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);

f) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse-engineer any computer programs used to deliver the Services or to operate the Trading Platform except as is strictly necessary to use either of them for normal operation;

g) ensure that all usernames and passwords required to access the Trading Platform are kept secure and confidential; and

h) immediately notify CI of any unauthorised use of your password(s) or any other breach of security and CI will reset your password(s) upon such notification.

1.2: Use of the Services may be subject to limitations, including but not limited to transaction volumes and the number of calls permitted to be made against the relevant application programming interface. Any such limitations will be advised.

1.3: By accessing the Trading Platform, using the Services or registering as a Member, you represent, warrant and undertake that:

a) you have accepted the Terms;

b) you are at least 18 years of age and have the capacity to accept the Terms;

c) you are the legal owner (or an appropriately authorized representative of the legal owner) of the funds you add to your account with CI and that the same funds derive from a legitimate source;

d) your use of the Services does not constitute a breach of Applicable Law;

e) you are aware of the risks in using the Services provided by the CI Group and have the necessary experience and knowledge to understand the risks involved in relation to each Service provided by the CI Group. These risks include the high volatility risk of Bitcoin itself, and that you may lose all of the funds in your trading account if the market moves against you;

f) you acknowledge and agree that the Services should only be used by you if you:

i) have knowledge and experience in highly volatile markets;

ii) are trading with Bitcoin you can afford to lose; and

iii) have a high risk tolerance;

g) you will not be involved or initiate any form of market manipulation, including spoofing orders or otherwise;

h) the information or documents you provide as part of any ID verification process are correct, genuine and up to date;

i) any cryptocurrency or bank account withdrawal address you provide is your own and that you have full control over this address;

j) you are not allowed to access or use the Services if you are located in, incorporated or otherwise established in, or a citizen or resident of any Restricted Jurisdiction, and that CI reserves the right to close any of your accounts immediately and liquidate any open positions if you are accessing the Services from any Restricted Jurisdiction or have given false representations as to your location, place of incorporation or establishment, citizenship or place of residence;

k) you have not; (i) violated; (ii) been fined, debarred, sanctioned, the subject of economic sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any Applicable Law (including but not limited to anti-money laundering laws, counterterrorism financing laws, anti-corruption laws or economic sanctions laws); and

l) neither you nor any of your affiliates is: (i) itself, or owned or controlled by, a sanctioned person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services or the Trading Platform, that is likely to result in you or your affiliates becoming a sanctioned person; or (iii) located in, incorporated or otherwise established in, or a citizen or resident of, a Restricted Jurisdiction.

1.4: You can open an initial account by providing your email address and full name.

1.5: CI reserves the right at any time to verify your identity for the purposes of complying with the N or any other Applicable Law.

1.6: We impose certain trading limits before you are required to conduct Customer Due Diligence (CDD). You agree to cooperate with us in this process and will provide all documentation/information that we may require to satisfy ourselves of your identity and the purpose of the business relationship.

1.7: You agree that any trading or other instructions received or undertaken through your account are deemed to be final and conclusive, and that CI may act upon such instructions without any liability or responsibility attached to it. In connection with any APIs offered on or through the Trading Platform, you acknowledge and agree that:

a) CI is permitted to share your data with any third parties that possess your unique API key, and

b) CI may rely and act upon the instructions (including, but not limited to, instructions relating to order placement or the closing of positions) of any third parties that possess your unique API key, and the CI Group accepts no responsibility or liability for any loss arising from the foregoing.

1.8: We may freeze any account in the event that we suspect or have reason to believe you are engaged in suspicious trading or other activity or have breached any of the above warranties or other provisions of these Terms. This may result in the unwinding of any trades you have entered into. We expressly exclude any losses or profits you would have made as a result of us closing your trade positions early or you not being able to trade on the Trading Platform and you agree to indemnify us completely against any third party action resulting from your conduct or us having to close your positions early. Whilst your account is frozen we will conduct an investigation and may require you to cooperate with our enquiries. During the investigation stage you will not be able to make deposits or withdrawals to your account nor will you be able to trade. At the end of the investigation we may, at our own discretion, decide to close your account for which we are not required to provide you with any reasons for the same.

1.9: We reserve the right at our own discretion to close your account at any time.

1.10: By using the Services, you accept that CI reserves the right to liquidate any trades at any time regardless of the profit or loss position.

1.11: It is your responsibility entirely to provide us with correct details including your withdrawal address. We accept no liability resulting in you not receiving the Bitcoin withdrawn due to you providing incorrect or out-of-date details. It is also your responsibility to ensure that instructions, orders or transactions sent to CI are well-formatted, clear and denominated in the correct currency. CI excludes all liability for any incorrect transactions, including, but not limited to, Litecoin sent to Bitcoin addresses.

1.12: It is our responsibility to maintain an orderly market and as such we may at our own discretion halt trading on the Trading Platform due to market disruption or other relevant external events. We exclude all liability for any claimed losses or profits lost as a result of us halting trading.

1.13 Users are not allowed to sell their crypto assets to USD when bank account and deposits on record is just NGN and vice versa. This is due to price differentials resulting from the differentiated nature of both markets. CI has the right to close any account of users who breach this rule as well as assume that no trade has occurred on such an account. In the case of a negative balance between deposits and withdrawals, the user would be required to pay differential or face the legal consequences.

2. Fees

2.1: You acknowledge and agree that, by using the Services, fees will apply.

2.2: Details of these fees are set forth on every transaction before execution

2.3: CI has the right to revise and update the applicable fees at any time at its sole discretion. Any such revision or updates to the fees will apply prospectively to any Services (including any transactions on the Trading Platform) that take place following the effective time that the fee revision or update is published on the Trading Platform.

3. Intellectual Property Rights

3.1: All Intellectual Property Rights relating to the Trading Platform, all the material used on the Trading Platform and the Services including, but not limited to, design, structure, layouts, graphical images and underlying source code belong to the CI Group. All rights are reserved.

3.2: You acknowledge that, except as otherwise agreed between the parties in writing, all Intellectual Property Rights of the CI Group in the Trading Platform and the Services shall remain with the CI Group.

3.3: You are not granted any right to use, and may not use, any of the CI Group’s Intellectual Property Rights other than as set out in these Terms and subject to the following conditions:

a) you may only view and use the Services and the Trading Platform (or any part of it or its contents) for your own personal use and may not copy, reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the Services and the Trading Platform (or any part of it or its content) in any way for non-personal, public or commercial use without the prior written consent of CI. All restrictions relating to use of the Services and the Trading Platform in these Terms shall apply to data available through any APIs;

b) you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Services; and

c) you may not use any data mining, robots or similar data-gathering or extraction methods.

3.4: By submitting your content directly or indirectly to or through the Trading Platform in any way, including, but not limited to, blogs, message boards, forums and APIs (whether or not submitted through a third party), you grant the CI Group a royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display all of your content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. The CI Group shall be the sole owner of any derivative work produced by the CI Group based on, or in any way connected with, your content, and shall have the right to use such derivative work for any purpose, commercial or otherwise, without any further obligation to you. You also permit any other users of the Trading Platform to access, display, view, store and reproduce such content for personal use. You waive (and to the extent you cannot waive, agree irrevocably not to assert) any and all moral rights to which you may be entitled anywhere in the world in respect of such content. CI has the right, but not the obligation, to monitor all conduct and content submitted to or through the Trading Platform, and may in its sole discretion: (i) refuse to publish, remove or modify content or disable access to content that it considers breaches these Terms; or (ii) suspend or discontinue your opportunity to submit, post or upload content.

3.5: By submitting any content to the Trading Platform you warrant that you are entitled to, and have all necessary Intellectual Property Rights over, that content to submit it on the Trading Platform in accordance with these Terms.

3.6: CI reserves the right to disclose your identity to any third party who claims that any content posted or uploaded by you to the Trading Platform constitutes a violation of their Intellectual Property Rights or of their right to privacy.

4. Privacy Notice

4.1: For more details about CI’s privacy and data protection practices, please refer to our Privacy Notice available at the following webpage: https://naijacrypto.com/privacy.

5. Third Party Websites

5.1: CI links to third party websites that are not affiliated or associated with the CI Group (although branding, advertisements or links relating to the Trading Platform or any Services may appear on these websites) and CI may send e-mail messages to you containing advertisements or promotions including links to third parties. The CI Group makes no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. The CI Group does not monitor or investigate such third party websites and the CI Group accepts no responsibility or liability for any loss arising from the content or accuracy of this material and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of any member of the CI Group.

5.2: Under no circumstances are you to create a hyperlink to any of the pages on the Trading Platform, unless CI provides you with its prior consent to do so. If you do create a link to any of the pages on the Trading Platform, you acknowledge that you are responsible for all direct or indirect consequences of the link, and you indemnify each member of the CI Group immediately upon demand for all loss, liability, costs or expense arising from or in connection with the link.

6. Warranties and Representations

6.1: You represent, warrant and undertake that:

a) you are authorized to access and use the Services and the Trading Platform. In particular, each jurisdiction where you are located in, incorporated or otherwise established in, or of which you are a citizen or resident, allows you to utilize the Services and the Trading Platform;

b) if you are using the Trading Platform on behalf of or for the benefit of any person or organization, you must be authorized to do so. The relevant person or organization will be liable for your actions, including any breach of these Terms; and

c) your use of the Trading Platform and the Services is at your own risk. You agree that the CI Group is not liable for any damage or harm arising out of your use of the Trading Platform and Services.

6.2: You acknowledge and agree that:

a) the information provided on the Trading Platform is for general information purposes only and is given in good faith. However, the information is selective and CI may not verify all information, which may not be complete or accurate for your purposes and should not be relied upon without further enquiry. The information and Services should not be construed as an offer or a recommendation to trade or engage the Services provided by the CI Group in a particular manner and the information does not take into account the investment objectives or financial situation of any particular person; and

b) CI does not warrant that the use of the Trading Platform will be uninterrupted or error-free. Amongst other things, the operation and availability of the systems used for accessing the Trading Platform, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Trading Platform. CI is not in any way responsible for any such interference that prevents your access or use of the Trading Platform and the Services.

6.3: You warrant and represent that you are acquiring the right to access and use the Trading Platform and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Trading Platform or these Terms.

7. Accuracy and Availability of Services

7.1: You acknowledge, agree and understand that none of the Services amount to investment advice or any marketing, or promotion or offer of any product or investment to you or any third party. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that the CI Group may provide in connection with your use of the Services. You will make your own independent decision to access or use the Services.

7.2: To the maximum extent permitted under Applicable Law, the Services and any product, service or other item provided by or on behalf of the CI Group are provided on an “as is” and “as available” basis and the CI Group expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, the CI Group does not represent or warrant that the Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components.

7.3: CI shall make reasonable efforts to ensure that the Services are available to you. However, access to the Services may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads or events outside of CI’s control. CI will use commercially reasonable efforts to avoid downtime of the Services during anticipated peak hours, but assumes no liability (whether for trading-related losses or otherwise) if the Services or any part thereof are unavailable at any, time or for any period.

7.4: You acknowledge and agree that:

a) the CI Group shall not have any liability, contingent or otherwise, to you or to any third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services (including the Trading Platform) or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between the CI Group and you, regardless of cause;

b) the CI Group shall not have any liability or be responsible in any way for your use of the internet to connect to the Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced. You shall be responsible for any fees incurred in order to connect to the internet for the purpose of using or accessing the Services;

c) you are solely responsible for your own hardware used to access the Services and are solely liable for the integrity and proper storage of any data associated with the Services that is stored on your own hardware. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services. The CI Group will not be liable to you in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason.

7.5: You must immediately notify CI in the event that you become aware of any of the Services malfunctioning or a trading error occurring or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of any Services.

7.6: You acknowledge, agree and understand that if you travel to any Restricted Jurisdiction, our Services may not be available and your access to our Services may be blocked. You acknowledge that this may impact your ability to trade on the Trading Platform or monitor any existing orders or open positions or otherwise use the Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.

7.7: You acknowledge, agree and understand that certain of the Services (including any software that may be produced, developed or published by the CI Group from time to time) may be beta versions being tested at the time of release (a “Development Service”). Consequentially, such Development Services may be unstable and may change from time to time. The CI Group does not warrant that the functionality of Development Services will meet your requirements or that the operation of Development Services will be uninterrupted or error-free. CI reserves the right, at any time and for any reason, to discontinue, redesign, modify, enhance or change any Services (including the Development Services).

8. Indemnification

8.1: You agree to indemnify and hold harmless each member of the CI Group and their respective directors, officers, employees, agents, contractors and licensors (together, the “Associated Parties”) immediately upon demand from and against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, your or your authorized representatives’:

a) use of, or conduct in connection with, the Services;

b)            breach of these Terms or any other policy of the CI Group; or

c)            violation of any Applicable Law or the rights of any other person or entity.

9. Limitation of Liability

9.1: Nothing in these Terms shall exclude or restrict the CI Group’s or any of the Associated Parties’ liability for:

a) fraud; or

b) any other matter that cannot be excluded or limited under Applicable Law.

9.2: Subject to the foregoing, to the maximum extent permitted by Applicable Law:

a) in no event shall the CI Group or any of the Associated Parties be liable for any:

i) indirect or consequential loss; or

ii) loss of profit, business opportunity, revenue or goodwill, in each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorized or unauthorized use of the Services or these Terms, even if an authorized representative of the CI Group or any of the Associated Parties has been advised of, knew of or should have known of the possibility of such damages; and

b) the CI Group’s and the Associated Parties’ aggregate liability in contract, tort or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of its obligations under these Terms in respect of any one or more incidents or occurrences shall be limited to the total net amount of Bitcoin received by CI from you by way of trading fees in connection with your use of the Trading Platform in the six-month period immediately prior to the date of the incident, or the first incident of a series of connected incidents, giving rise to a claim made by you under these Terms.

10. Calculations

10.1: All calculations performed by the Trading Platform’s trading engine and as verified by CI are final. As noted in Clause 7, the CI Group does not warrant that the use of the Trading Platform will be uninterrupted or error-free.

11. Termination and Remedies for Breach of these Terms by You

11.1: The CI Group reserves the right to seek all remedies available at law and in equity for violations of these Terms, including without limitation, the right to restrict, suspend or terminate your account or deny you access to the Trading Platform without notice; and

a) The CI Group shall be entitled to disclose information (including, but not limited to, your user identity and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under Applicable Law) or where permitted under or otherwise compliant with Applicable Law.

12. Confidentiality

12.1: You undertake not to disclose to any person or persons any Confidential Information that you may acquire in the course of your use of the Trading Platform.

12.2: For the purposes of these Terms, “Confidential Information” shall mean any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) already known by you prior to receipt from us; (ii) publicly known or becomes publicly known through no wrongful act of you; (iii) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by you. The obligations of this clause do not prevent you from disclosing Confidential Information either: (A) to a third party pursuant to a written authorization from us; or (B) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any Applicable Law, provided that CI is notified prior to such disclosure to the extent permitted by Applicable Law.

13.         Absence of Waiver

13.1: Any failure or delay by the CI Group to enforce any of the Terms or exercise any right under the Terms will not be construed as a waiver to any extent of our rights.

14. Force Majeure

14.1: Neither party is liable for delay in meeting its obligations due to any cause outside its reasonable control including acts of God, riot, war, malicious acts of damage, fires, electricity supply failures and government authority and edicts.

15. Survival

15.1: Should any provision of these Terms be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected. If any provision is determined to be unenforceable, you agree to an amendment by CI of such provision to provide for enforcement of the provisions intent, to the extent permitted by applicable law.

16. Governing Law

The Terms and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with Nigerian law.

17. Dispute Resolution

Subject to the Applicable Law of your jurisdiction, the courts of Nigeria have non-exclusive jurisdiction to settle any dispute arising from or connected with these Terms (including a dispute relating to the existence, validity or termination of these Terms or the consequences of their nullity or any non-contractual obligation arising out of or in connection with these Terms).

 

ADDENDUM A: Listing Conditions Addendum

The following conditions could cause the delisting of a coin and make all initial listing agreement void

 

  1. Dissolution of the project team.
  2. Due to the strategic adjustment and development needs, the project team takes the initiative to apply for delisting.
  3. Project teams are suspected of operating the market, or the project team faces major legal issues.
  4. The progress of the project is seriously inconsistent with the plan, or the project team attempts to mislead pr use deceitful information in promoting their project.
  5. Serious technical or security problems of the project have not been solved in time.
  6. The project side changes the key information such as the white paper, contract privately, causing serious consequences.
  7. There are other major risks in the projects, such as theft of coins by hackers, concealment of additional issuance, and so on, which are sufficient to make the projects have risk events.
  8. The daily average transaction volume of tokens is less than 1BTC  or the daily transaction volume of the token is 0 for 3 days.
  9. Increasing the total available supply of the token or splitting the token without notifying users and the exchange.
  10. Other circumstances that are sufficient for delisting.

ADDENDUM B: Staking Addendum

19.       Staking Services 

19.1. General.  The Staking Services may be made available by CI to users that fulfill the eligibility criteria in the Terms of Service.  By using the Staking Services, you agree that you have read, understood, and accepted all of the terms in this Staking Addendum.  You further agree and understand that this Staking Addendum is subject to the terms and conditions set forth in the Terms of Service. 

19.2. Staking Services.  When you buy or hold one of the Digital Assets eligible for staking (the “Supported Coins”), you are consenting to such Supported Coins being staked in part or in entirety by CI, or a third party on behalf of CI, in CI’s sole discretion (the “Staking Services”).  Please refer to your Naijacrypto Account for further information regarding the Staking Services. 

19.3. Opting into Staking Services & Staking Reward Terms.  In order to use the Staking Services, you must opt-in by selecting the Supported Coins to stake from your Naijacrypto Account.  By opting-in a portion or your entire balance of Supported Coins, we shall remit to you the applicable percentage of staking rewards attributable to your staked Supported Coins (“Staking Rewards”) as detailed in your Naijacrypto Account.  The percentage and timing of such remittances will: (i) be determined by CI in its sole discretion; (ii) be subject to CI’s staking fee as applied on the Naijacrypto Platform;

(iii) vary by the Supported Protocol, and (iv) be further detailed in your Naijacrypto Account.  You agree and understand that CI does not guarantee that you will receive Staking Rewards and that the applicable percentage of Staking Rewards (i) is an estimate only and not guaranteed, (ii) may change at any time at CI’s sole discretion, and (iii) may be more or less than the actual Staking Rewards CI receives from the Supported Protocol. 

19.4. Slashing Penalty.  A determination by the Supported Protocol that the Staking Service has been erroneously operated may result in a “slashing penalty” and non-payment of the specified Staking Rewards.  CI agrees to compensate you for any slashing penalties to the extent such penalties are not a result of (i) your acts or omissions, (ii) Supported Protocol maintenance, bugs, or errors, (iii) acts by a hacker or other malicious actor, or (iv) Force Majeure Events.  

19.5. No Guarantee of Staking Services. While CI employs measures to ensure that the Staking Services are accessible 24 hours a day and 7 days a week, CI cannot guarantee uninterrupted or error-free operation of the Staking Services or that CI will correct all defects or prevent third-party disruptions or unauthorized third party access.  In the event of such disruptions, any staked Supported Coins may not be generating the Staking Rewards. 

20. Off-chain Staking Services

 “CI,” will provide you the option to contribute and earn rewards on eligible, available, and idle account balances you otherwise maintain in your Naijacrypto Account (the “Off-chain Staking Program”) subject to the terms and conditions of this Addendum

This Addendum incorporates by reference and supplements the Terms of Service (the “Terms”). Capitalized terms used but not defined herein shall have the meanings given to them in the Terms. In the event of a conflict between the Terms and this Addendum with respect to the Off-chain Staking Program, the terms of this Addendum will control.

NO CI ENTITY IS A BANK OR OTHER DEPOSITORY INSTITUTION. YOUR NAIJACRYPTO ACCOUNT IS NOT A DEPOSIT ACCOUNT OR A BANK ACCOUNT. THE OFF-CHAIN STAKING PROGRAM IS NOT A DEPOSITORY OR BANK PROGRAM. NEITHER YOUR NAIJACRYPTO ACCOUNT NOR STAKED ASSETS (AS DEFINED HEREIN) ARE COVERED BY INSURANCE AGAINST LOSSES OR SUBJECT TO NATIONAL DEPOSIT INSURANCE CORPORATION (“NDIC”) OR THE PROTECTIONS OF ANY COMPARABLE ORGANIZATION ANYWHERE IN THE WORLD INCLUDING SECURITIES PROTECTION ENTITIES (eg. “SIPC”)

(a) The Off-chain Staking Program is a separate service from the Staking Services described in Section 19 to the Terms.  The Staking Services allow (i) CI or a third party acting on CI’s behalf to use Supported Coins as collateral in connection with validating transactions on applicable Proof-of-Stake networks and (ii) eligible CI clients to opt-in to receive a portion of the rewards generated by these transaction validation activities. The Off-chain Staking Program allows you to contribute Available Assets (as defined herein) to us in exchange for the opportunity to earn Rewards (as defined herein).

(b) Eligible Assets.  A list of assets that are currently eligible for use in the Off-chain Staking Program is available on the Naijacrypto Platforms under the “Coin Staking” Section (each an “Eligible Asset” and collectively, “Eligible Assets”). We may decide to add or remove assets from the list of Eligible Assets at any time in our sole discretion.

(c) Eligible participants.  The Off-chain Staking Program may be made available by CI to Naijacrypto users who fulfill the eligibility criteria of the Terms; provided, however, that you may not use the Off-chain Staking Program if you are located in or a national or resident of (i) any Restricted Location;  (ii) any jurisdiction in which CI is not authorized to provide the Off-chain Staking Program; or (iii) any jurisdiction where your use of the Off-chain Staking Program would be illegal or otherwise violate any applicable law or regulation of that jurisdiction (each of the above locations, a “Restricted Jurisdiction”).

CI MAKES NO REPRESENTATION OR WARRANTY THAT THE OFF-CHAIN STAKING PROGRAM IS APPROPRIATE FOR USE IN ALL LOCATIONS, OR THAT THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING THE OFF-CHAIN STAKING PROGRAM WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. CI IS NOT RESPONSIBLE FOR TAX CONSEQUENCES TO YOU OF PARTICIPATING IN THE OFF-CHAIN STAKING PROGRAM.

21. Contributions.

(a) You may contribute Available Assets to the Off-chain Staking Program by selecting the amount and type of Available Assets you wish to “stake” from your Naijacrypto Account. (Note that, an Asset being off-chain or on-chain is stated in the staking policy)

(b) You agree to only contribute Eligible Assets to the Off-chain Staking Program that comprise available and idle account balances that you initially deposited into your Naijacrypto Account for the purpose of trading Legal Tender and Digital Assets on the Naijacrypto exchange and not for participation in the Off-chain Staking Program (such Eligible Assets, “Available Assets”).

(c) Assets you contribute to the Off-chain Staking Program (“Staked Assets”) will be treated as received when displayed as such on the Naijacrypto website, app or any other Naijacrypto accessibility mechanisms; provided, that we reserve the right to:  (i) reject or remove any contribution from the program; (ii) establish minimum or maximum contribution amounts; or (iii) return any Staked Assets, at any time and in our sole discretion. In the event we elect to return Staked Assets to you pursuant to this Section 2(c), you agree to promptly Un-stake (as defined herein) the assets and to undertake any other actions we reasonably request in order to facilitate that return. You may not transfer Staked Assets or any interest in Staked Assets prior to Un-staking those assets.

(d) You remain the lawful and beneficial owner of Staked Assets and the beneficial owner of additional assets resulting from any applicable (i) network fork that is supported by Naijacrypto and (ii) airdrop or similar distribution of Digital Assets that is supported by Naijacrypto; provided, that CI retains sole discretion and has no obligation to support any particular forks, airdrops or similar distribution and such support remains in all instances subject to the Terms.

22. Rewards.

(a) You may earn rewards on Staked Assets (“Rewards”). Rewards are not guaranteed and the rates and timing of Rewards may vary.

(b) Rewards, if any, will be credited directly to your Naijacrypto Staking Wallet, and users have the burden of reporting rewards for tax purposes or any applicable law if required to.

(c) Reward rates will be determined in our sole discretion based on the type of Staked Asset, market conditions and risk factors. Such rates have no relationship to and may not be competitive with benchmark interest rates observed in the market for bank deposit accounts.

(d) We may make available anticipated Reward rates and payment schedules from time to time on or through the Services (“Anticipated Rates”). Anticipated Rates are forward-looking statements that reflect current expectations regarding future events, involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Forward-looking statements are in no way a form of advice, solicitation or offering of or for the Off-chain Staking Program and should not be interpreted as such.

(e) All Rewards will be (i) paid to your Naijacrypto Staking Wallet and can be withdrawn by user or restaked. 

23. Stake Cancellation.

(a) You may cancel a stake (“Un-stake”) at any time if the staking contract allows such. Upon receipt of your request, we will initiate the Un-staking process instantly when practicable; provided that we may require up to seven days after you submit your request to Un-stake to process the transaction. Un-staking limits based on frequency or volume may apply from time to time and will be described on or through the Services. Fees or penalties are also applicable during the Un-stake.

(b) You must Un-stake Staked Assets before you will be able to push those Funds to an External Account.

24. Our use of Staked Assets.

You grant us the right, to the fullest extent that we may effectively do so under applicable law and without further notice to you, to utilize Staked Assets in our discretion; provided, that the quantity and type of your Staked Assets will be returned to you when you Un-stake in accordance with the terms of this Addendum.

25. Risks.

The Off-chain Staking Program is risky. Before participating in the Off-chain Staking Program, it is important to understand its specific and unique risks. The Staking Program is not for everyone. You should examine your objectives, financial resources and risk tolerance to determine whether contributing Funds to the Off-chain Staking Program is appropriate for you. Some, but not all, of the risks and uncertainties associated with the Off-chain Staking Program are:

(a) No CI entity is or is regulated as a bank or other depository institution. Your Naijacrypto Account is not a deposit account or a bank account. The Off-chain Staking Program is not a depository or bank program. Staked Assets are not covered by insurance against losses or subject to NDIC protections or the protections of any comparable organization anywhere in the world.

(b) CI does not offer securities services, is not registered under the securities laws of any jurisdiction and the provision of the Off-chain Staking Program has not been and will not be registered under the securities laws of any jurisdiction or otherwise approved by securities regulators in any jurisdiction.

(c) Legislative and regulatory changes or actions at the state, federal or international level may adversely affect  (i) the use, transfer, and value of Staked Assets; (ii) the operations and profitability of the Off-chain Staking Program; (iii) the tax treatment of the Off-chain Staking Program; and (iv) your ability to Un-stake Staked Assets in a timely manner or at all.

(d) Rewards for Staked Assets are not guaranteed and we reserve the right to adjust Reward rates at our sole discretion.

26. Fees.

We reserve the right to charge you fees in connection with your participation in the Off-chain Staking Program. A schedule of these fees, if any, will be made available on or through the Services (“Fees”). Fees are subject to change, at our sole discretion, and you are solely responsible for accessing the fee schedule prior to participating in the Off-chain Staking Program.

27. Representations and Warranties.

You represent and warrant that, as of the Effective Date and as of any date thereafter that you contribute Funds to the Off-chain Staking Program:

(a) You have full power and authority to agree to this Addendum and, in doing so, will not violate any other agreement to which you are a party;

(b) The provisions of this Addendum constitute legal, valid and binding obligations enforceable against you in accordance with its terms;

(c) You are eligible to participate in the Off-chain Staking Program as provided in Section 20(c);

(d) You do not reside in and are not a citizen of a Restricted Jurisdiction;

(e) You were not, in any manner or form, solicited to participate in the Off-chain Staking Program prior to (i) your creation of a Naijacrypto Account or (ii) your election to participate in the Off-chain Staking Program;

(f) All assets you will contribute to the Off-chain Staking Program are Available Assets;

(g) You:  (i) have read and understand this Addendum in its entirety; (ii) acknowledge and accept the risks associated with participating in the Off-chain Staking Program, including those risks described in Section 6; and (iii) were given the opportunity to ask questions of and receive answers from us concerning the terms and conditions of the Off-chain Staking Program prior to participating or agreeing to participate; and

(h) All representations and warranties you made upon your acceptance of the Terms were and remain true and complete.

 

28. No advice; Independent relationship. 

(a) Without limiting anything in the Terms, CI makes no representation or warranty, express or implied, to the full extent not prohibited by applicable law, regarding the advisability of your participation in the Off-chain Staking Program. Neither CI, nor any of its respective officers, directors, employees and affiliates is providing advice, including legal, financial, investment or tax advice, in connection with the Off-chain Staking Program or your determination to participate in it.

(b) Nothing in this Addendum shall be deemed or is intended to be deemed, nor shall it cause you and CI to be treated as partners, joint venturers, or otherwise as joint associates for profit. CI in no way acts in any fiduciary capacity or advisory capacity to you and nothing in this Addendum shall be deemed or is intended to be deemed, nor shall it cause, any fiduciary or advisory relationship between you and us to exist.

ADDENDUM C: INITIAL EXCHANGE OFFERING (IEO) ADDENDUM

The Addendum shall govern your (the “Purchaser” or the “Issuer”) legal relationship with CI regarding the purchase of cryptographic tokens from CI’s cryptocurrency exchange (Najacrypto“www.naijacrypto.com”). Each of you and CI is a “Party” and, together, the “Parties” to these Terms. For the purposes of your participation in the IEO, as well as for the purposes of your participation in any transactions and/or deposits/withdrawals on CI’s trading platform (Naijacrypto), as well as for the purposes of any of your legal relations with CI, this Terms shall prevail over any terms and conditions applied by the Issuer in respect.

This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE TOKENS via IEO FROM THE CI’S TRADING PLATFORM. BY PURCHASING THE TOKENS, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY at help@naijacrypto

By purchasing Tokens via IEO, and to the extent permitted by law, you are agreeing not to hold any of the CI and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “CI ”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of IEO Tokens, including losses associated with the terms set forth below.

29. RISK DISCLOSURE

BY PARTICIPATING IN THE IEO AND BY PURCHASING OR HOLDING TOKENS YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THE SERVICES, PARTICIPATING IN THE IEO, PURCHASING OR HOLDING TOKENS AND WITH ENGAGING IN TRANSACTIONS IN CRYPTOCURRENCIES, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH BLOCKCHAIN TECHNOLOGY AND DISTRIBUTED LEDGER TECHNOLOGY), AND HACKING.

CI MAKES EVERY EFFORT TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY.

NONETHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE.

BY AGREEING TO THIS TERMS, YOU ACKNOWLEDGE THAT CI IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO PARTICIPATE IN THE IEO OR TO PURCHASE TOKENS USING THE CI TRADING PLATFORM.

30. MODIFICATION OF TERMS

CI can modify this Terms at any time, in its sole discretion by providing notice of such changes, such as by sending you an email, providing notice through the Services. If you do not agree to any modification to this Terms, or otherwise do not agree to be bound by the modified Terms you must stop using the Services and you may not participate in the IEO. CI encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to the IEO. If you have any question regarding the IEO or the use of the Site or Services, please contact our support team by filing a support request or contact  help@naijacrypto.com

31. ELIGIBILITY

31.1 GeneralRequirements

Only holders of verified accounts on the Site (the “Account”) may participate in the IEO. You represent and warrant that you:

  1. are not located in, or a citizen or a resident of any of the Restricted Locations in clause 31.2
  2. have not previously been suspended or removed from using our services.

31.2 Restricted Locations

Your participation in the IEO through the use of the Services and the Site is subject to international controls and economic sanctions requirements. By participating in the IEO you agree that you will comply with those requirements. You are not permitted to participate in the IEO if:

  1. You are in, under the control of, or a national or a resident of countries that have criminalized the purchase and use of cryptos
  2. You are a person who fails to meet any User due diligence standards, requests, or requirements of CI or otherwise appear to be of high risk, including but not limited to any of the foregoing factors.
  3. You represent and warrant that you are not a citizen or a resident of any Sanctioned Country, that you will not participate in the IEO while located in any Sanctioned Country (including the ones restricted at the Naijacrypto's sole discretion), and that you are not a SanctionedPerson.
  4. CI may implement controls to restrict participation in the IEO from any jurisdiction prohibited pursuant to this clause 31.2 hereof. You agree that you will comply with this clause 31.2 hereof, even if the CI's methods to prevent participation in the IEO are not effective or can be bypassed.

32. Privacy Notice And Complaint Procedure

The Issuer requires full KYC/AML information from each Participant. The Issuer will not publish any identifying information related to a Participant without the prior written consent of the Participant.

The Privacy Policy, as published on the website of the Issuer, is applicable. The valid Privacy Policy documentation is available on the IEO Launchpad of the issuer on the trading platform describing how data is handled during usage of the aforementioned website and purchasing of tokens during IEO.

All complaints regarding the relationship of the Purchaser with the Issuer, including in particular regarding the purchase offer of Token, Content, and Project should be addressed directly to the Issuer according to their mode. CI shall not mediate in the service of the complaints procedure.

The principles of the CI’s Terms shall apply to the remaining scope of the complaints procedure connected with the operation of its trading platform.

32.TOKEN PURCHASES

32.1. Purchases

A “Purchase” is a transaction during the IEO between you and Issuer, acting as a seller, whereby you dispose of any supported currency and acquire Token, and the ownership title to such Tokens is transferred to you from Issuer as of the time when the Tokens are received by you on your Account. A Purchase is created when you enter an instruction to effect a Purchase during the IEO using the Services. When you enter a purchase you are irrevocably agreeing to Purchase the number of Tokens specified in your Order, as applicable in accordance with suchOrder.

32.2 No Broker or Fiduciary Relationship

CI is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any of IEO Orders or Purchases or other decisions or activities effected by you using the Services or relating to the IEO. No communication or information provided to you by CI is intended as or shall be considered or construed as Financial Advice.

32.3.Order Confirmation

Your Purchase will be placed upon confirmation of the IEO Purchase via the Site.

Notwithstanding the foregoing, you agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate any IEO Purchase submitted by you or any Purchase completed based on such activity.

32.4. Minimum Purchase; Maximum Purchase

The minimum Purchase amount shall be stated at the point of purchase. In the event that you attempt to place an IEO Purchase for less than the minimum IEO Purchase amount, the Purchase will be rejected and not allowed to be placed.

The maximum number of Tokens available for purchase by 1 (one) User during the IEO shall be unlimited except the limitation by the Token amount on each Stage.

The overall maximum number of Tokens that will be available for purchase by Users during the IEO shall be determined by the project owners

32.5.Transactions

During the time between your Purchase of Tokens and the transaction date, you will be able to deposit, withdraw, or make transactions with your Tokens using the Site and/or the Services.

32.6.Cancellations

You cannot cancel, reverse, or change any IEO Purchase marked as complete.

32.7.Insufficient amount on Account

If you have an insufficient amount of currency (s) in your Account to fulfill an IEO Purchase, Naijacrypto will limit your IEO Purchase to the number of Tokens that can be covered by currency (s) in your Account (after deducting any fees payable to Naijacrypto in connection with thePurchases).

32.8.Conditions and Restrictions

CI may, at any time and in its sole discretion, refuse any Purchase request, an IEO Order, or other request relating to the IEO, impose limits on the amounts of Purchases that can be completed, on a daily or other periodic basis or otherwise, or impose any other conditions or restrictions upon your participation in the IEO or your use of the Services, without prior notice.

CI may: (a) limit the number of IEO Orders that you can place during the IEO; (b) restrict IEO Orders from certain locations; or (c) restrict IEO Orders or transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, including but not limited to market abuse, or if CI receives reasonable notice that your ownership of some or all of the Purchasing Crypto in your Account with us is in dispute.

32.9. All Purchases of tokens are Non-Refundable

PARTICIPATION IN THE IEO IS FINAL AND THE PARTICIPANT HAS NO RIGHT TO ASK FOR REFUNDING. THE PARTICIPANTS ACKNOWLEDGES THAT NEITHER THE ISSUER NOR ANY RELATED PARTY OF THE ISSUER IS REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PARTICIPANT WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY TOKEN THAT ARE NOT USED OR REMAIN UNUSED. PARTICIPANTS WHICH DO NOT PASS OR ARE NOT WILLING TO PASS THE KYC/AML PROCESS ARE NOT REFUNDED.

32.10. Fraudulent Attempts to Double Spend Token

The Issuer will monitor all potential transactions for fraudulent attempts to double spend the token. Any detected double spend of the token will result in no token being generated for the associated address.

33. DISCLAIMER; RISK DISCLOSURES; ASSUMPTION OF RISKS

33.1. Disclaimer

Except as otherwise specified in writing by Naijacrypto, Tokens are made available by CI via the Services during the IEO on an “as is” and “as available” basis, without any warranties or representations of any kind.

33.2. Risk Disclosures; Assumptions of Risks

Participating in the IEO, purchasing Tokens, and using any Services provided by CI involves significant risks and potential for financial losses due to circumstances beyond the control of CI.

33.3. Additional Representations and Warranties

In addition to clause 31.1 and any other provision of this Terms, you hereby represent and warrant to CI that:

  1. You have read and understood this terms;
  2. You are 18 years or older, have the necessary authority, capacity and consent to accept this Terms and to enter into a binding agreement with CI;
  3. The acceptance of this Terms shall not result in any breach of, conflict with, or constitute a material default under (i) any provision of your constitutional or organizational documents (in the case of a legal entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
  4. You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, token storage facilities (including digital token wallets), blockchain technology, and blockchain-based software systems;
  5. You have obtained sufficient information about the potential future use and functionality of the Token to make an informed decision to participate in the IEO pursuant to this terms;
  6. You understand that the Tokens do not confer any rights of any kind with respect to CI and/or the Issuer, including, but not limited to,any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
  7. You are eligible to participate in the IEO as set forth in thisTerms;
  8. You are not participating in the IEO for any investment, speculative, or other financial purposes;
  9. Any supported currency transferred by you for the purchase of Tokens is not derived from or related to any unlawful activities, including but not limited to, money laundering or terrorist financing activities, and further undertake to provide any and all necessary documentation to support the source thereof, if and when required byCI
  10. You shall not use any Tokens to finance, engage in, or otherwise support any unlawful activities;
  11. Placing a Purchase of Tokens and receiving Tokens pursuant to this Terms is not unlawful or prohibited under the Laws of your jurisdiction or under the Laws of any other jurisdiction to which you may be subject and any such Order or Purchase shall be made in full compliance with applicable Laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction); you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of any Tokens;
  12. You understand that Tokens are solely rights to access and use services and products to be provided as described at the White Paper of the Issuer, and do not have any attribute that provides the holder with equity, creditor, or similar rights. Tokens should not be considered investments of any type, including but not limited to, any form of currency or security, and you should not expect profits of any type from acquiring Tokens, nor acquire Tokens for any type of investment purposes; and all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of this Terms and your participation in the IEO, including at the time of any of your IEO Purchase or transaction on the Site.

34. CHANGE

You acknowledge that you may not be able to purchase any Tokens, or as many Tokens as you would otherwise have Purchased, in the IEO as a result of any such modification, suspension, or termination. If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.

35. FORCE MAJEURE

The Issuer is not liable for failure to perform solely caused by:

  1. Unavoidable casualty
  2. Delays in any delivery
  3. Embargoes
  4. Government orders
  5. Acts of civil, public, or military authorities,
  6. Acts by common carriers, emergency conditions (including weather conditions) incompatible with safety or good quality workmanship, or any similar unforeseen event that renders performance commercially implausible.

If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.

36. FINAL PROVISIONS

36.1.  Acceptance of Terms and Conditions of the IEO

The Participant in the IEO acknowledges that he understands, agrees with, and accepts this Terms & Conditions and all associated documents including the White Paper of the Issuer. He represents and warrants that he is legally permitted to participate in the IEO in his jurisdiction and is legally permitted to receive the tokens. He also represents and warrants that he is of sufficient age to legally participate in the IEO or has received permission from a legal guardian who has reviewed and agreed to this Terms. He also represents and warrants that he will take sole responsibility for any restrictions and risks associated with participation in the IEO.

36.2. Entire Agreement

This Terms contains the entire agreement between each of you and CI, and supersede all prior and contemporaneous understandings between the parties regarding the IEO.

36.3.Severability

If any provision of this Terms is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction: (i) the validity, legality, and enforceability under the Law of that jurisdiction of any other provision; and (ii) the validity, legality, and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental Authority finds that any provision of this Terms (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms will not be affected.

36.4. Change of control

In the event that CI is acquired by or merged with a third party entity, or CI's assets and/or business (wholly or in part) are acquired by a third party, CI reserves the right, in any of these circumstances, to transfer or assign the information that CI has collected from you, including your Personal Data, User Account Data, and other information as part of such merger, acquisition, sale, transfer, or any other change of control.

36.5. Assignment

You shall not assign these Terms in any manner without the prior written consent CI. CI may assign these Terms to another person in connection with the transfer of all or part of the CI’s assets or Business to an Affiliate of CI or any third party. By accepting the present Agreement, you give your irrevocable consent for the above-mentioned assignment and/ or transfer, including for the transfer of your Personal Data, User Account Data, and other information, as well as for the transfer of any Funds on your Account (s) held by CI in the course of the Business to such another Person for the purposes of such assignment.

ADDENDUM D: LENDING SERVICES (LOAN) ADDENDUM

This Cryptocurrency Lending Service Agreement (the “Agreement”) constitutes a part of the CI Terms and Conditions (the “Terms of Use”). Unless otherwise defined herein, the terms used in this Agreement shall have the same meaning as specified in the Terms of Use.

This Agreement is an agreement between relevant CI Operators and each User regarding CI’s provision of the cryptocurrency backed-loan services to such User (the “Service”) and obtaining the corresponding fees. By offering the Service, CI provides its Users with solutions to hold and make use of specific cryptocurrencies, other Digital Assets as well as digitized Fiat and requires the Users to provide corresponding digital- asset deposits (the “Collateral”) as a prerequisite for the loan offered by CI. In this Agreement, “we” and “us” refer to CI, and “you” shall mean any single User who uses the Service and enters into this Agreement. Any person located in prohibited regions as already covered in these terms is hereby Barred from using this service.

Please read this Addendum to our terms carefully and tick the box beside “I have read the Addendum of the Naijacrypto terms concerning loans” after you must have selected a loan then click on the “Confirm” button. By doing this, you acknowledge and agree that you have thoroughly read and understood the entire content of the Agreement to use the Service. By clicking the “I have read the Addendum of the Naijacrypto terms concerning loans” button or continuing to use the Service, you acknowledge, understand, and agree to all terms of the Agreement, including any amendments and updates we may make to the Agreement at any time, and other relevant content of the Terms of Use.

37.Notice of Material Risks:

37.1. You shall take note that:

37.1.1. Digital Assets are not issued by any financial institution, company, or us;

37.1.2. The digital asset market is of a brand new and unconfirmed nature which may not continue to grow;

37.1.3. Digital asset trading entails exceptionally high risks. It is traded nonstop throughout the day. There is no limit on the price change. The price is prone to significant fluctuations caused by market makers, opportunists, and government policies in different countries.

37.1.4. If we determine, based on our sole discretion, that you have breached the Agreement, or that the Service or your use of the Service is illegal under the laws of your jurisdiction, we reserve the right to suspend or terminate the account you created explicitly dedicated for the purpose of the Service at any time, or suspend or terminate your use of the Service or conduct of digital asset transactions.

37.2. By using the Service, you acknowledge and agree that:

37.2.1. You acknowledge and understand that investment and trading of digital assets may result in partial or total loss of your assets. You shall, therefore, determine the amount of investment and loan following your own level of risk tolerance;

37.2.2. You acknowledge and understand that digital assets may generate derivative risks. Should you have any question, you shall first seek professional advice and assistance;

37.2.3. You acknowledge and understand that, in addition to the aforementioned risks, there may also be other risks of unpredictable or unforeseen nature;

37.2.4. You shall carefully consider and apply your clear judgment as to the evaluation of your financial situation and the aforementioned risks when making any decision to use the Service, and be responsible for all losses thereunder;

37.2.5. You acknowledge and agree that we have the right to fully manage your Loan and Collateral during the period of the Service, and we reserve the right (without obligation) to implement mandatory liquidation mechanisms under certain circumstance, which may lead to your significant losses;

37.2.6. To the extent permitted by law, we shall not be held responsible for the aforementioned risks and any other risks not because of our gross negligence, including but not limited to adverse consequences resulting from technical obstacles that are difficult to avoid or overcome.

38. Terms of Service

By using the Service, you acknowledge and agree to the following Terms of Service:

38.1. Creating and managing loans

38.1.1. Verification. Before using the Service, you must meet the required criteria for qualified users as set forth in other parts of the terms, and other reasonable conditions in accordance with relevant international or regional laws, regulations, and policies (including but not limited to Know Your Client (KYC), anti-money laundering, counter-terrorism financing, etc.), and complete all verification processes we may require. The Service may vary depending on your authorized information, and you shall warrant and represent that, the information submitted by you is accurate and true. Should there be any changes to the information provided, you shall promptly update accordingly. Should we determine that the information submitted by you is incorrect, untrue, inaccurate, incomplete, or misleading, we reserve the right to notify you to correct or remove the erroneous information entirely, and terminate in part or all of the Service at our sole discretion, and you shall be responsible for the losses which may incur.

38.1.2. Getting access to a Loan. After the preliminary verification and review process, it is at our sole discretion to agree or decline your loan request. As your loan is approved, you are deemed to have successfully activated the Service. You shall be solely responsible for safekeeping the account. You also shall hold full legal responsibility for all activities and actions conducted through your account, unless otherwise specified in this Agreement.

38.1.3. Using this Lending Services. CI has the right to temporarily or permanently prohibit you from using Lending Services when it deems it necessary or reasonable and to a maximum extent permitted by law without the liability of any kind to you.

38.1.4. You shall not assign or make available the account to a third party through gifting, lending, leasing, transferring, or by other means. We reserve the right to suspend, freeze, or cancel the use of the account by anyone other than the account registrant. Should you suspect or discover unauthorized use of your account, you shall notify us immediately. We shall not be held responsible for any loss or damage caused by the use of the Lending Services by you or any third party, regardless of the existence of your authorization.

38.1.5. Account Security. We are committed to maintaining the security of your account and implementing industry-standard protection for the Service. Nevertheless, the actions of individual Users pose risks. You agree to treat your account access credentials as confidential information and not to disclose them to any third party. You also agree that you are solely responsible for taking the necessary security measures to protect your account and personal information.

38.2. Payment of cryptocurrency loan and collateral

38.2.1. Before using the Service, please read carefully the Terms of Use and acknowledge and agree to the specific information and policies regarding the operation of the Service, including but not limited to transaction pairs, repayment methods, and fees.38.2.2. When using the Service, you shall be required to pay the Collateral of a certain type and quantity as collateral which will be debited from your account and locked after your loan request has been approved. Upon your loan request approval, we may loan you the Borrowed Currency of a certain type and quantity. The cryptocurrency loan service shall then be considered complete.

38.2.3. Unless otherwise provided in the Agreement or the Terms of Use, it is at your own discretion as to the term of each Service, which, nevertheless, shall be no longer than the tenure of the loan you have selected. You acknowledge and agree that the longer the term of the Service, the higher the accrued interests and related fees in accordance with the Agreement.

38.2.4. You agree that, unless otherwise agreed to or waived by us, you shall not withdraw any Collateral Asset from your account until you have completed the repayment of the Borrowed Currency and paid off the corresponding interests and expenses. You may, at your own discretion, Request for Collateral Expansion to reduce the risk (e.g. risk of closing-out) of using the Service. Note However that accepting, ignoring, or rejecting Collateral expansion requests is at the sole discretion of the CI team who has the right to Accept, Reject or Ignore.

38.2.5. You agree to use the Borrowed Currency in compliance with the Terms of Use and the requirements of relevant laws and regulations. In addition to the previous restrictions, it is at your sole discretion to determine the use of the Borrowed Currency.38.2.6. You acknowledge and agree that when using the Service, you shall abide by relevant laws and regulations, and warrant and represent the legitimacy and compliance of the source of the Collateral.

38.3. Rights of CI

38.3.1. Right to Receive Interests and Fees. You agree that, in accordance with our published rules and policies, as a consideration for using the Service, you are obligated to pay us interests or related expenses when using the Service. You also agree to follow our published rules and policies regarding the payment submission of the aforementioned interest and/or fee after getting a loan. In the event where you missed a repayment, you will be charged a default (penalty fee). In the event where the balance in your wallet is not enough to pay interest and penalty fee, CI reserve the right to deduct this from your collateral at the current market rate. If this happens multiple times, CI reserve the right to cancel the contract, Liquidate your collateral, Take its Liquidation Fee and outstanding interests from the Liquidated Collateral.

38.3.2. Risk Control. When the price changes due to market fluctuations during the term of the Service, we, according to the real-time changes in the loan-to-value ratio, reserve the right to implement risk control measures such as liquidating your Collateral Asset at our discretion should a risk be determined. You agree to accept the final processing results without reservation.

For the purpose of the Agreement, "liquidation" shall refer to the situation where we, on our own behalf, arrange a sale or discount of the Collateral at a specified price (including disposition through cryptocurrency or fiat currency trading channels) to the extent of the total value of the principal of the cryptocurrency loan, interests, and other related expenses payable such as liquidation fee and outstanding interest, and be given priority to the proceeds of the disposition of the Collateral for repayment and compensation. We will announce the details of the liquidation and other risk control measures at Terms of Use.

During CI’s Trading platform system maintenance, you acknowledge and agree that, should a risk be determined at our own discretion, we reserve the full and exclusive authority to manage your Collateral, including but not limited to the liquidation for the purpose of repayment and compensation of the principal of the cryptocurrency backed-loan, interests, and related fees. Should our risk control measures (e.g. liquidation) fail to make up for all losses incurred from our providing the Service to you, we reserve the right to other relief measures and remedies (including but not limited to freezing and debiting your account and digital assets in other accounts) and the right to hold you legally liable.

38.3.3. Notice. You agree that during your use of the Service, under certain circumstances (including but not limited to risks identified by us), we reserve the right with no obligation to deliver notifications via short message service (SMS), e-mail, or client message method (e.g. early warning and liquidation notification).

38.4. Suspension or Termination of Service

When deemed necessary or reasonable, we reserve the right to suspend or terminate the provision of the Service to you at any time. You agree, to the extent permitted by law, to hold us harmless against any legal responsibility thereunder.

39. General Terms

39.1.  Amendment

We may amend the Agreement and related CI business rules and policies from time to time in accordance with applicable laws and regulations, or should we consider necessary or reasonable. The announcement of the revision will be posted on the Terms and Conditions. You shall regularly review this Agreement and relevant CI business rules and policies and pay careful attention to the revisions. Should you disagree with the revised content, you shall immediately cease using the Service, repay the Borrowed Currency, pay off the unpaid interests and fees, and delete or cancel your Loan. Should you continue to use the Service on or after the release of the announcement, you agree to the updated terms of the Agreement and related CI business rules and policies