1. Introduction and Your Acceptance of the Terms of Use
1.1. PLEASE READ THESE TERMS OF USE CAREFULLY IN ITS ENTIRETY BEFORE USING THE
WEBSITE WWW.BINUSU.COM, OR ANY SERVICE OFFERED THEREIN. BY USING THE WEBSITE OR OTHERWISE ACCESSING OR
USING OUR SERVICES, YOU AGREE TO THE TERMS OF USE. IF YOU DO NOT ACCEPT THE TERMS OF USE OR ANY
PROVISION THEREIN, DO NOT ACCESS THE WEBSITE OR USE THE SERVICES.
1.2. Binusu, is a company incorporated under the laws of Uganda, with a registered office at 6th
Floor, Block B, UAP business park, Nakawa. Both companies, separately and together shall be referred
to as “us," "we,” "our" or "Company".
1.3. The users of the website Binusu.com (the “Site”), shall be referred to as “you,” “your” or
“yourself”. By using this Site, and/or by registering to use our services, you accept and comply with
the terms and conditions governing your use of the Site and the services offered therein (the “Terms
of Use”). You should read the entire Terms and conditions of use carefully before you use the Site or
any of the services offered on the Site (the “Services”). If you do not agree to any term of these
Terms of Use, you are required not to use the Site and the Services.
2. Registration and your Account Eligibility
By opening an account to use the Services (the “Account”), you expressly represent and warrant that:
you have accepted these Terms of Use;
you are at least 18 years of age;
you are of sound mind and capable of taking responsibility for your own actions, and have the full
legal capacity to accept these Terms of Use and enter into a transaction involving Digital
Currency (as defined below); and
all information and details that you submit to us during the initial registration process, and
thereafter (including as part of any use of the Services), are true, current, complete and not
misleading and, as appropriate, match the registered name(s) on the mobile money payment accounts to
be used to receive Fiat Money (defined below) in exchange for the Digital Currency.
3. Personal Use of your Account
3.1. The Site is for your own personal and non-commercial use only. You may only open one Account,
and you acknowledge that multiple accounts are not allowed.
3.2. You further agree that you will not use any Account other than for your own use, or access
the Account of any other registered user (a “Member”) at any time, or assist others in obtaining
unauthorized access.
3.3. By registering with us, you agree to provide us with current, accurate, authentic, and
complete information about you, which may include without limitations, your name, password, e-mail
address, postal address, telephone number, ID number, birthdate, taxpayer identification number,
personal bank account details, as prompted by the registration and/or verification process, or as
prompted at any time following registration, and you are required to keep any such submitted
information updated at all times. We may request additional information as necessary, including in
the event of any suspicious activity related to your Account.
3.4. Verification Process. We may verify your details, at any time, by requesting certain
documents from you. These documents may typically include a government issued identity card, proof
of address, such as a utility bill, and proof of your payment method. We may request that copies of
such documents are notarized at your own expense, with a stamp and attestation or certification by
a public notary. Should the documents fail our internal security checks for any reason, such as
upon suspicion of tampering, or due to suspicious or proven misrepresentation, we shall be under no
obligation to accept such documents as valid, and under no obligation to provide feedback on the
exact nature of our findings with regards to these documents. In addition, we may request that you
participate in a phone or video call to verify your identity.
3.5. We may also perform further background checks on you and request any relevant
documentation from you for any reason related to your use of the Services and/or as supporting
evidence for any information you provide.
3.6. You acknowledge that in order to conduct such verification process and/or background
checks, we may perform inquiries, directly or indirectly through third party service providers in
the attempt to prevent misidentification, fraud, suspicious activity, money laundering or any other
forbidden activity, and may take actions with respect to the outcome of such inquiries, as we deem
necessary. You hereby provide us with your authorization for such inquiries, including with respect
to a query of your account information.
3.7. The aforementioned notwithstanding, the Company may, at any time, and in its sole
discretion, deny you the option to open an Account, limit the Account that you may establish and
maintain, or suspend any transaction pending our review of any information submitted by you.
3.8. Confidentiality of your Account. You acknowledge that you are responsible for maintaining
the strict confidentiality of your Account information, including your password, safeguarding your
own Digital Currency, and for all activity and transactions that are posted to your Account. You
understand that any compromise of your login information may expose your Account to unauthorized
access by third parties which may result in loss or theft of Digital Currency or funds from your
Account, including linked accounts, such as your linked bank accounts and credit cards.
3.9. Security Alerts. In order to receive security alerts from the Company, you must update
the Company with respect to changes in your email address and telephone number. In no event will
the Company be held responsible for any damages or losses which you may sustain as a result of
compromise of your Account login credentials due to no fault of the Company and/or failure to
follow or act upon any notices or alerts that we may send to you. Notwithstanding the above, the
Company does not guarantee to provide you with said alerts or to take any other action in this
regard, and shall not be held liable for not doing so.
3.10. Misuse. The creation or use of an Account without obtaining our prior express permission
will result in the immediate suspension of any such Account, as well as all pending purchase/sale
offers. Any attempt to do so or to assist others (former registered users or otherwise), or the
distribution of instructions, software or tools for that purpose, will result in the Accounts of
such users being terminated, without derogating from any other remedy to which the Company may be
entitled for such a violation and the Company may take further actions against you.
3.11. You are required to notify us immediately of any unauthorized use of your Account or
password, suspected compromise of your login information, or any other breach of security by email,
addressed to info@binusu.com.
3.12. We may terminate the account of any Member who does not comply with our verification or
security requests, or otherwise violates the foregoing rules, and such Member may be held liable
for losses incurred by the Company or by any third party due to the Member’s non-compliance and/or
violation of rules.
3.13. Responsibility for Third Party Acts. Your Account is for your personal use only, and not
for the use or access by any third party. In any event, you are fully responsible for all acts or
omissions of any third party accessing and/or using your Account.
3.14. You agree that you will not use the Services to perform criminal activity of any sort,
including but not limited to, money laundering, illegal gambling operations, terrorist financing,
or malicious hacking. In addition, you warrant not to use methods to conceal the location from
which you access the Site and that you will disclose to the Company your accurate and true
location. Should the Company determine in its sole discretion that the activity on your Account is
suspicious or related to any prohibited activity or illegitimate operation, the Company may cancel
or suspend your Account, block any outstanding transactions, deny any new transactions, and/or
freeze any funds available on your Account.
3.15. You agree to receive promotional and/or informational emails from us to the email address
you provided in your Account..
4. Provision of the Services
4.1. Purchase of Digital Currency. The Services allow Members to buy from the Company, Bitcoin, Nusu,
Litecoin, Ethereum and any other digital currency that may be available for purchase on the Site
from time to time (the “Digital Currency”).
4.2. Sale of Digital Currency. At the Company’s sole discretion, the Company may also elect
to allow Members to sell Digital Currency to the Company.
4.3. Upon successfully opening and establishing your Account following the verification
process, you may begin purchasing or selling Digital Currency, as applicable, on a per
transaction basis in exchange for UGX as determined by the Company from time to time
(collectively and individually, the “Fiat Money”).
4.4. No Guarantee of Payment Methods. You may send and/or receive Fiat Money to and from the
Company through bank account deposits and mobile wallets. However, the Company cannot guarantee
that all such payment methods will always be available to you. The availability of each payment
method depends on several factors, including but not limited to your location, the
identification information you have provided the Company, and certain limitations imposed by
third party payment processors, if any.
4.5. Bank Transfers. You understand and accept the following terms pertaining to any bank
deposit you make to the Company account in connection with your purchase order for Digital
Currency:
in the event the payment actually received by the Company's bank account, net any applicable
bank or administrative fees, is lower than the payment amount required to fulfill your purchase
order, the Company, in its sole discretion, shall either a) automatically update and fulfil the
purchase order in accordance with the payment amount net fees actually received and send a
notification with the updated order or b) contact you to receive new instructions to amend or
cancel your order; and
in the event the payment received into the Company's bank account, net any applicable bank or
administrative fees, is higher than the payment amount required to fulfill your purchase order,
the Company, in its sole discretion, may i) update your purchase order according to the
amount actually received for amounts where the discrepancy is not more than UGX 200,000 and send
a notification to you about the updated order or ii) contact you to receive new instructions
to amend or cancel your order.
4.6. Delivery of Digital Currency. The Company will use reasonable efforts to deliver the
purchased Digital Currency to you at the earliest reasonable time in accordance with the terms
and conditions hereunder. You acknowledge that delivery of the Digital Currency purchased by you
may be completed separately from the payment process, and it may take time for the Digital
Currency transfer to be processed. You also acknowledge that on some occasions, the Company may
not be able to fulfil your purchase order or deliver the Digital Currency as further explained
herein.
4.7. Wallet Address. You understand and accept that we shall deliver the purchased Digital
Currency to the personal digital wallet address you provide to us with respect to each of your
purchase orders (your "Wallet Address") and which you verify with us upon our verification
request for each order. Such verification request may include, without limitation, verification
through email or other electronic means. You further understand and accept that in the event you
do not verify your Wallet Address within 30 days of our sending such verification request to
you, we reserve the right to send you the relevant Digital Currency to the Wallet Address you
provided to us upon initiating the applicable order, irrespective of any verification from you.
You further understand that once we send you Digital Currency to your Wallet Address, we will be
unable retrieve that Digital Currency from your Wallet Address.
4.8. You acknowledge that the Company will not be liable for any error with respect to the
instructions you provide.
4.9. No Guarantee of Value or Liquidity. You understand and accept the risks involved in
buying and selling Digital Currency, including the fact that the Company cannot guarantee that
any Digital Currency will have, at any time in the future, certain value (if any) or market
liquidity. There is no guarantee that you will be able to sell the Digital Currency to any third
party at a later time, and at no event, will the Company be obligated to purchase from you any
Digital Currency, whether bought from the Company or otherwise. (See also Section, 18, "Risks").
5. Price of Digital Currency and the Execution of Your Order
5.1. Price. The rate at which the Digital Currency is purchased or sold, as applicable, shall be
determined in accordance with the price as displayed on the quote (the “Price”).
5.2. Notwithstanding the above, you hereby understand and agree that any Price displayed
on the Site at which the Company sells or buys the Digital Currency is accurate for that
present moment alone, and the Price which appears on the Site upon your order for the
Services may not be the final price or rate of your transaction. This is due to the highly
volatile nature of the price of Digital Currency and the period of time that may be required
for completing the transaction, as further detailed below.
5.3. The final Price of your transaction (the “Final Price”) will be the price which
appears on the Site upon:
our receipt of confirmation of payment from the relevant mobile money provider with respect
to Mobile Money payments made by you;
our receipt of confirmation of payment from our bank with respect to Fiat Money payments made
by you via bank deposit; and
the actual crediting of our virtual wallet with the Digital Currency with respect to Digital
Currency credited to us by you.
5.4. You understand and agree that the Final Price may be either higher or lower than any
other rate or price which was previously available on the Site, in accordance with value
fluctuation which may occur, and that this may change either in your favor or in the
Company’s and we have no control whatsoever on such change.
5.5. As soon as reasonably practicable thereafter, and subject to the completion of our
KYC process to our satisfaction, we shall execute your order at the Final Price (the
“Execution”). Until Execution, any order by you shall be considered as pending and not
completed, and shall not be binding on us whatsoever.
5.6. Delivery. As soon as reasonably practicable after the Execution of your order:
in the case of your purchase of Digital Currency from us, the relevant Digital Currency shall
be delivered by us to your Wallet Address. While we will attempt to transfer the Digital
Currency as soon as we can, please note that the transfer may take some time to be processed;
in the case of your sale of Digital Currency to us, we shall deliver Fiat Money through a
bank wire transfer, credit card, or other third party payment processor, all using the
details per applicable payment method you provided during registration and/or at the time of
your sales order; and
we shall provide you, either on the Site, via email, or otherwise, a transaction
confirmation, detailing the Final Price and other particulars about the purchase and the
Execution (the “Transaction Confirmation”).
5.7. Any payment by us to you, whether of Fiat Money or Digital Currency, shall be paid
after deduction of any applicable fees, including the applicable transfer fees.
5.8. Cancellation Policy. You acknowledge that Executed transactions are non-cancellable
and you cannot change or reverse any transaction - whether completed or pending (including
any order in which the Wallet Address has not yet been verified by you, as described in
section 4.7 above).
Notwithstanding the above, the Company, in its sole discretion, without any obligation
whatsoever, may endeavour to comply with a request from you to cancel a transaction on your
Account. Subject to applicable law and regulation, in the event the Company cancels your
purchase order after having received Fiat Money from you with regards to such order, the
Company will refund such funds to you minus any costs or expenses incurred with regards to
such refund, including without limitation any bank charges, currency exchange charges and/or
payment processing charges. With respect to cancellation of your sales order after having
received Digital Currency from you, the Company will credit you with such Digital Currency
minus applicable transaction costs and expenses. Any return for a cancelled transaction shall
be at an exchange rate determined in the Company's sole discretion.
5.9. Unsuccessful Payments. If your payment method is declined, whether due to
insufficient funds or deemed unsuccessful for any other reason, you agree that the Company,
in its sole discretion, may: (i) cancel any applicable transaction; (ii) fulfill a
portion of that transaction; or (iii) debit alternative payment methods provided by you,
in the amount necessary to complete a pending transaction. In the event of termination of any
transaction the Company will make reasonable efforts to provide you with notification of such
termination.
5.10. Ownership of your Wallet Address. For the purpose of executing any transaction, you
guarantee to use and provide the electronic wallet address owned by you exclusively and which
is under your sole and full control to which the Digital Currency purchased by you will be
transferred.
5.11. The Company reserves the right to deny processing any order, or cancel any pending
transaction if:
required to do so by law, regulation, competent court order, or other competent authority;
the Company considers any such order or transaction as violating any provision of these Terms
of Use, or applicable law or regulation;
it exceeds any limit which may apply to the number or volume of transactions in any given
period, in accordance with Company’s policies, as may be amended from time to time, or any
other applicable laws and regulations; or
such transaction places the Company’s operation, good name, or reputation at risk. In
addition, the Company may take any additional actions available to it under these Terms of
Use or other applicable laws and regulations with respect to such transaction.
6. Users Content
6.1. Should you upload any content on the Site, including without limitations, any text, photo, or
other material, you warrant that such content will not consist of: (a) false, misleading
information or misappropriation; (b) copyrighted material which you are not authorized to
post publicly; (c) obscene, offensive, profane, unlawful content or any content which,
subject to Company’s sole discretion, may harm or risk the Company’s good name and
reputation; or (d) anything that is otherwise prohibited by any applicable laws.
6.2. Without relieving you of your responsibility as abovementioned, the Company may,
subject to the Company’s sole discretion, remove any content which is in violation of the
above detailed in addition to any further action which the Company deems necessary. The
Company does not undertake to review any such contents nor assumes any responsibility in
connection therewith.
6.3. You acknowledge that the Company cannot and does not endorse or guarantee the
authenticity, identity or reliability of any content and information either posted by any
user of the Site or attributed to any user of the Site, thus relying on users’ content is
solely at your own discretion and risk.
7. Payment Transactions, Third Party Processors, and Chargebacks
7.1. You are fully responsible for paying all sums (whether Fiat Money or Digital Currency) owed to
us by you. We reserve the right to withhold any payment which is to be made to you
until the Company can properly identify and authenticate your identity and/or payment
details (as applicable).
7.2. Third Party Service Processors. You acknowledge that the Company may, subject to
the Company’s sole discretion, use third-party payment processing service providers to
process any payment between you and the Company, including but not limited to payments
in relation to your use of the Services and any transaction executed by you. In such
cases, you confirm that the Company may provide certain personal information and/or
documentation about you, including with respect to a transaction executed by you as
needed to complete the transaction or as required under any inquiry or in the event of
detection of fraud or suspicion of such.
7.3. In accordance with the Company’s Privacy Policy, the Company may use or transfer
your information to any other third party service providers for the purpose of
providing you with the Services under the Site or the improvement thereof, as well as
for any KYC, AML or CTF procedures, as described hereunder.
7.4. If the Company reasonably believes that a fraudulent act was or is made by you or
in connection with your Account, including use of stolen credit cards or any other
fraudulent activity (including any chargeback or other reversal of a payment), it
reserves the right to close or suspend your Account, terminate the Terms of Use, and/or
reverse or withhold any payment. The Company shall be entitled to inform any relevant
authorities or entities (including credit reference agencies) of any payment fraud or
otherwise unlawful activity and may employ collection services to recover payments. The
Company shall not be liable for any unauthorized use by any third party of credit/debit
cards, irrespective of whether or not the credit/debit cards were reported stolen.
7.5. You further agree that you will not make or attempt to make any chargebacks,
and/or deny or reverse any payment or deposits that you have made. You hereby agree
that you will reimburse us for any chargebacks, denial or reversal of your payments or
deposits and any loss suffered by us as a consequence of this. In any such event, we
reserve the right to cease to provide the Services, terminate the Terms of Use,
withhold payments to you, and take any further action which we may see as appropriate.
8. Use of Our Technology and Intellectual Property
8.1. You may only install and use the software connected to the Site (the "Software") and all content
derived from the Software, including, but not limited to, the copyright and all
other intellectual property rights in the Software, in connection with the Services
for your personal and non-commercial use and in accordance with the Terms of Use.
The Software's code, structure and organization are protected by intellectual
property rights. you must not: (i) copy, redistribute, publish, reverse
engineer, decompile, disassemble, modify, translate or make any attempt to access
the source code to create derivative works of the source code, or otherwise;
(ii) sell, assign, sublicense, transfer, distribute or lease the Software;
(iii) make the Software available to any third party through a computer network
or otherwise; (iv) export the Software to any country (whether by physical or
electronic means); or (v) use the Software in a manner prohibited by any laws or
regulations which apply to the use of the Software (collectively the
"Prohibited Acts").
8.2. You will be liable to us for any damage, costs or expenses we suffer or
incur that arise out of or in connection with your commission of any of the
Prohibited Acts. you shall notify us as soon as reasonably possible after becoming
aware of the commission by any person of any of the Prohibited Acts and shall
provide us with reasonable assistance with any investigations we may conduct as a
result of the information provided by you in this respect.
8.3. The brand names relating to the Site and any other trade marks, service
marks and/or trade names used by us, or on our own behalf (the "Trade Marks"), are
owned by us or our licensors. In addition to the rights in the Trade Marks, we
and/or our licensors own the rights in all other content of the Site (the
"Content"). By using the Services you shall not obtain any rights in the Trade Marks
or the Content, and you may use the Trade Marks and Content in accordance with the
terms of the Terms of Use only.
8.4. Availability of the Site. The Company cannot and does not guarantee the
availability of the Services at all times. You acknowledge that the Company reserves
the right, at all times, to delay, deny, or make unavailable, at any time and at its
sole discretion, any or all of the Services and/or the Site itself. The Company
shall have no responsibility or liability whatsoever in connection with the
unavailability of any Service, whether caused by the Company as aforementioned or by
any third party or force majeure. You explicitly understand that any such event may
cause a delay in the execution or processing of your orders and transactions, and
you irrevocably release the Company of any liability in this regard.
8.5. Security and Viruses. Any use of the internet may be subject to a virus
attack and/or communication failure. The Company shall not bear any liability,
whatsoever, for any damage or interruptions caused by computer viruses, spyware,
Trojan horses, worms or other malware that may affect your systems, computer or
other equipment, or any phishing, spoofing or other virus attacks. The Company
recommends that all Members use a reputable and available virus screening and
prevention software at all times. You should also apply caution when reviewing text
messages and emails purporting to originate from the Company, as SMS and emails are
also vulnerable to phishing and spoofing and additional viruses. It is advisable
that you log into your Account through the Site only and avoid using unauthentic
communication advising you options to log in.
8.6. Confidential Information. Provided that in the course of using the
Services you are disclosed of any confidential information, you are obligated to
keep such confidential information in strict confidence and use it in connection
with the Services only. You may not disclose such confidential information without
the Company’s prior written consent.
9. Compliance
9.1. Your use of the Service must be in compliance with all laws and regulations applicable in the
Republic of Uganda. It is your exclusive responsibility to ensure that your use
of the Site and Services is compliant with the applicable laws and regulations.
9.2. Where the Company believes that your use of the Services may not be
fully compliant with applicable laws and regulations, including, but not limited
to, where there is any reason to suspect that your use of the Services involve
any prohibited activities or you otherwise fail to complete the KYC, AML and CTF
procedures described under Section 17 below, we may refuse to provide you the
Service, process your transactions or accept you as a client, in addition to any
other action which we may deem appropriate.
9.3. Applicable Sanctions. You warrant that you will comply with all
applicable international economic and export sanctions and any requirement
therein. Without limiting the generality of the aforementioned, you will not use
the Services available on Site if you are on any prescribed sanctions list.
9.4. Applicable Taxes. You are exclusively responsible to inquire with
respect to the taxes applicable to your transactions on the Site. The Company is
not and will at no event be deemed as providing any tax advice or consultation.
It is your responsibility to report and remit the taxes payable to the
appropriate tax authorities.
10. Account Suspension, Termination, and Cancellation
10.1. You acknowledge that, at any time, the Company will be entitled to: (a) suspend your Account
and your Access to the Services, (b) terminate the Terms of Use and your
access to the Site and close your Account, (c)refuse processing, cancel or
reverse any transaction of Digital Currencies, regardless if corresponding
funds have been debited from your payment method; (d) restrict your Account;
and/or (e) prohibit access to the Site and its content or tools, delay or
remove hosted content, and take technical and legal measures to keep users off
the Site, all of the aforementioned for any reason whatsoever, all subject to
the Company’s sole discretion, including without limitation as a result of the
following:
(i) violation of these Terms of Use, including without limitations,
failure to pay for any transaction; (ii) attempts to gain unauthorized
access to the Site or another Member’s account or to provide assistance to
others’ attempt to do so; (iii) the Company has reasonable suspicion that
a transaction involves illegal activity, including without limitations, money
laundering, terrorist financing, fraud, or any other crime; (iv) the Company
reasonably suspects that your Account or any transaction is related to
prohibited use or is non-compliant with any applicable laws or regulations;
(v) the Company is requested to do so by a court order, law enforcement or
other government or regulatory order or if your Account is subject to
litigation or investigation; (vi) you abuse the Services provided by the
Company, including by opening multiple accounts and/or taking advantages of
promotions in bad faith; (vii) any of the Company’s third party providers
denies providing you the Services; (viii) the Company believes you are
creating problems or possible legal liabilities; (ix) force majeure events,
including operational and technical errors; (x) no transaction with respect to
the Services has been carried out by you for twelve or more consecutive
months; (xii) the Company believes that you adversely affect its
reputation; (xiii) the Company reasonably believes that your Account is
associated with any account that has been suspended or terminated for breach
of the Terms of Use or suspended for any other reason;(xi) you did not provide
information upon the request of the Company or the information provided does
not meet the Company’s requirements; or (xii) the Company believes your
Account and/or transaction does not meet the Company's risk tolerance.
10.2. Notwithstanding the abovementioned, the Company may, subject to its
sole discretion, suspend or terminate your access to the Services, or refuse
to open an account for you on any other grounds.
10.3. In the event the Company should suspend or terminate your access to
your Account and the Services, you shall neither be able to access your
Account nor use any or all of the Services. In such event of termination or
suspension, we reserve the right to: (i) cancel outstanding and/or pending
orders to purchase Digital Currency from us; and (ii) withhold any Fiat
Money which you have paid to us for the purchase of Digital Currency from us
for which you have not received.
10.4. In the event your Account is suspended or terminated by the Company,
the Company may provide you with notice of such suspension or termination. In
addition, you acknowledge that the Company is not obligated to disclose any
findings and information acquired by the Company’s security and risk
management procedures.
10.5. Termination by you. You may terminate your Account at any time by
submitting your request to terminate your Account at info@binusu.com.
No termination fee shall apply, except that you will be responsible for
fulfilling any outstanding payment obligations to the Company existing as of
the effective date of termination and to settle any pending transactions. The
Company reserves the right to suspend any pending transactions at the time of
cancellation.
10.6. On termination of the Terms of Use, you shall: (i) stop using
the Site, Software and the Services; (ii) pay us any Fiat Money which you
owe to us; (iii) provide to us any Digital Currency which you owe to us.
10.7. The right to terminate the Terms of Use and to close your account
shall not stop you or us from exercising any other right or remedy under the
Terms of Use, whether with respect to the termination or to any other event.
10.8. Upon the termination of the Terms of Use for any reason, except as
otherwise provided in the Terms of Use, and subject to any rights or
obligations which have accrued prior to termination, neither party shall have
any further obligation to the other under the Terms of Use.
10.9. Retaining or Erasing Information. Following the termination of the
Terms of Use, the Company may retain information for as long as we have a
business or tax need or as required under applicable laws, regulations and/or
government orders from time to time; provided however, in cases where such a
need or government requirement does not exist, the Company shall endeavor to
erase and discard your data, all subject to the limitations and requirements
under the applicable laws and regulations.
11. Limitations of Liability; Release
11.1. THE SERVICES AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY
REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE
COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE
AND/OR NON-INFRINGEMENT. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES THAT YOUR ACCESS TO THE SOFTWARE, THE SITE, THE SERVICES, AND/OR
ANY PART OR MATERIALS MADE AVAILABLE THEREIN, WILL BE COMPLETE, ERROR FREE,
CONTINUOUS, UNINTERRUPTED, ACCURATE, THAT DEFECTS WILL BE CORRECTED, AND/OR
THE SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES AND
BUGS, AND MAKES NO REPRESENTATION PERTAINING TO THE FULL FUNCTIONALITY,
ACCURACY, RELIABILITY OF THE MATERIALS AND/OR AS TO RESULTS, OR THE
ACCURACY OF ANY INFORMATION OBTAINED BY YOU THROUGH THE SERVICES, SOFTWARE
AND/OR SITE. THE ENTIRE RISK AS TO THE USE, QUALITY, AND PERFORMANCE OF THE
SOFTWARE, SERVICES AND/OR SITE LIES WITH YOU.
11.2. THE COMPANY HAS NO OBLIGATION TO MAINTAIN YOUR ACCOUNT NAME OR
PASSWORD. THE COMPANY SHALL NOT BE LIABLE IF YOU MISPLACE, FORGET OR LOSE
YOUR ACCOUNT NAME OR PASSWORD BECAUSE OF ANYTHING OTHER THAN THE COMPANY'S
NEGLIGENCE.
11.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
WILL THE COMPANY, ITS AFFILIATES OR SERVICE PROVIDERS, OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR
REPRESENTATIVES, BE LIABLE TO YOU OR ANYONE ON YOUR BEHALF, FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES OR LOSS
OF ANY KIND, INCLUDING WITHOUT LIMITATIONS, LOSS OF BUSINESS, PROFITS,
REVENUES, DATA, CONTRACTS OR ANTICIPATED SAVINGS; AND./OR LOSS OR ANY
DAMAGE, ARISING FROM YOUR USE OF THE SITE, SERVICES OR SOFTWARE - WHETHER
BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE,
ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE
SOFTWARE, SITE AND/OR SERVICES.
11.4. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION WHICH YOU MAY HAVE
ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, SOFTWARE OR THE
TERMS OF USE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF
ACTION AROSE OR BE FOREVER BARRED.
11.5. WE SHALL NOT BE LIABLE TO YOU IN ANYWAY WHATSOEVER FOR THE
TRANSFER OF ANY AND ALL DIGITAL CURRENCY IF YOU PROVIDE US WITH ANY
INCORRECT AND/OR INCOMPLETE, PUBLIC KEY, AND/OR VIRTUAL WALLET ADDRESS
DETAILS. IN ADDITION, WE SHALL NOT BE LIABLE TO YOU IN ANY WAY WHATSOEVER
FOR THE TRANSFER OF ANY AND ALL FIAT MONEY IF YOU PROVIDE US WITH ANY
INCORRECT AND/OR INCOMPLETE PAYMENT DETAILS.
11.6. The Company specifically makes no warranties, representations or
guarantees regarding the time required to complete processing any request
provided by you, including electronic debit or credit using credit cards,
bank accounts or checks, which are dependent upon many factors outside of
the Company’s span of control. Without derogating from the aforementioned,
the Company makes efforts to process your requests in a timely manner.
11.7. Although the Company intends to provide accurate and timely
information on the Site and/or Software (including, without limitation, the
Content), the Site may not always be entirely accurate, complete or current
and may also include technical inaccuracies or typographical errors. In an
effort to continue to provide you with as complete and accurate information
as possible, information may be changed or updated from time to time
without notice. Accordingly, you should verify all information before
relying on it, and all decisions based on information contained on the Site
are your sole responsibility and we shall have no liability for such
decisions.
11.8. You further agree that the Company shall not be liable to you or
any third party for any amendment or termination of the Company Services
and/or Terms of Use, or suspension of your access to the Company Services,
except to the extent otherwise expressly set forth herein.
11.9. Nothing in the Terms of Use will operate so as to exclude any
liability of the Company for death or personal injury that is caused by the
Company's negligence.
11.10. WITHOUT DEROGATING FROM ANY OTHER PROVISION IN THE TERMS OF USE,
IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED 50 USD IN AGGREGATE.
11.11. Release. Any disputes between you and any other user of the
Site shall be exclusively resolved between you and such user, and you
release the Company, its affiliates and service providers, and each of
their respective officers, directors, agents, joint ventures, employees and
representatives 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.
12. Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates and service providers,
and any of their respective employees, officers, directors, agents,
joint ventures, and representatives, from any claims, demands,
liabilities, damages, or costs (including attorneys' fees, fines, or
penalties) suffered by the Company and arising out of or related to
(i) breach by you of the Terms of Use; (ii) your use of the
Site, Software, or Services or use by any other person accessing the
Services or Software using your user identification whether or not with
your authorization; or (iii) any violation by you of any law, rule,
regulation, or the rights of any third party.
13. Modifications to the Terms of Use
13.1. The Company may amend, modify, update and change any of the terms and conditions of the Terms
of Use from time to time, including without limitation, as a result
of legal and regulatory changes, security reasons and changes to our
Services.
13.2. The Company will notify you of any such amendment, update,
modification or change by publishing a new version of the Terms of
Use on the relevant page of the Site, or by notifying you by email.
Any new version of the Terms of Use will take effect twenty-four (24)
hours after its publication on the Site (or earlier if required by
any law, regulation or directive which applies to either us or you),
and your use of the Services after this period will be deemed to
constitute your acceptance of such new version of the Terms of Use.
13.3. Please check for updates to the Terms of Use on a regular
basis.
13.4. If you do not agree with any modification to the Terms of
Use, your sole and exclusive remedy is to terminate your use of the
Services and close your Account.
14. External Websites
The Company makes no representations, and takes no responsibility whatsoever regarding any third
party websites, services, or content which you may access through
this Site. The Site may present links or other forms of reference
to other websites (the “External Websites”) or resources over
which Company has no control. You acknowledge that the Company may
present such links or references to you only as a convenience and
that Company does not endorse any of the External Website services
or offerings made to you or any content provided therein. The
Company is not responsible for the availability of, and content
provided on External Websites. You are requested to review the
policies posted by the External Websites regarding privacy and
other topics before use. The Company is not responsible for third
party content accessible through the Site, including opinions,
advice, statements, prices, activities, and advertisements, and
you shall bear all risks associated with the use of such content.
It is up to you to take precautions to ensure that whatever you
select for your use is free of such items as viruses, worms,
Trojan horses and other items of a destructive nature. If you
access any such External Websites you agree that you do so at your
own risk and you agree that we will have no liability arising from
your use of or access to any External Websites.
15. No Financial Advice
For the avoidance of doubt, the Company does not provide any investment advice, recommendation, or
guidance, whether in connection with the Services or otherwise.
We may provide information on the price, range, volatility of
Digital Currency and events that have affected the price of
Digital Currency, but this is not considered investment advice
and should not be construed as such. No communication between
us and you should be considered any form of investment advice.
Any decision to purchase or sell Digital Currency is your
exclusive decision at your own risk and the Company will not be
liable for any loss suffered. You should consult your own legal
and/or tax advisors concerning your specific financial
situation.
16. Lack of Financial Regulation
Our business model and our Services consist of facilitating the buying and selling of Digital
Currency from and to the Company in an unregulated,
international, open payment system. Despite the
aforementioned, certain jurisdictions apply regulations or
may apply such regulations at any time, in which case, the
Terms of Use, including the provision of the Services, may
be amended accordingly or terminated to the extent such
amendments are not possible. You agree and understand that
legislative and regulatory changes or actions at a district,
regional, national or international level may adversely
affect the use, transfer, exchange, and/or value of Digital
Currency.
17.1. As part of our commitment to combat financial crimes, we have implemented procedures and
systems aimed at allowing us to identify and mitigate the
risks our Site and Services being misused for illegal
purposes. These include our KYC, AML and CTF procedures,
which are based on our collection of information about
our Users, the assessment of AML/CTF risks associated
with their activities, and the ongoing monitoring of
transactions made by them.
17.2. Where we have any suspicion that our business
relationship with you, or a specific transaction which
you wish to make, involve any risk of money laundering,
terrorism financing or any other financial crime or
prohibited activity, we may, at our sole discretion,
refuse to accept you as a client, terminate any
engagement with you, refuse to process any transaction,
and take any other action we deem necessary, including
reporting our suspicion to the competent legal
authorities. We will not be obligated to inform you of
any such action we choose to take, nor to provide you any
explanation of our reasons for taking them or for our
suspicions.
17.3. For the purpose of conducting the
abovementioned checks, we may collect certain personal
information about you, either from you or from external
sources. Any such information about you shall be kept and
utilized in accordance with our Privacy Policy. By making
any use of the Site and the Services you represent and
warrant that all information provided by you to us is
correct, accurate and complete, and explicitly consent to
the collection of additional information about you from
third parties, including financial and credit
institutions, governmental authorities and external
databases.
18. Risks
18.1. The trading of goods and products, real or virtual, as well as virtual currencies, involves
significant risks. Prices can fluctuate on any given
day. Due to such price fluctuations, you may increase
or lose value in your assets at any given moment. Any
currency, virtual or not, may be subject to large or
sudden shifts in value and may even become worthless.
There is an inherent risk that losses will occur as a
result of buying, selling or trading anything on a
market. You should be aware that the risk of loss in
trading or holding Digital Currencies can be
substantial.
18.2. Digital Currency trading also has special
risks not generally shared with official currencies or
goods or commodities in a market. Unlike most
currencies, which are backed by governments or other
legal entities, or by commodities such as gold or
silver, Digital Currency is a unique kind of currency,
backed by technology and trust. There is no central
bank or government regulator that can take corrective
measures to protect the value of the Digital Currency
in a crisis, issue more currency, or balance the price
fluctuations.
18.3. Instead, Digital Currency is an autonomous
and largely unregulated worldwide system of currency
firms and individuals. Traders and market participants
put their trust in a digital, decentralized and
partially anonymous system that relies on peer-to-peer
networking and cryptography to maintain its integrity.
Thus, the value of Digital Currency may be derived
from the continued willingness of market participants
to exchange Fiat Currency for Digital Currency, which
may result in the potential for permanent and total
loss of value of a particular Digital Currency should
the market for that Digital Currency disappear.
18.4. Digital Currency trading may be susceptible
to irrational (or rational) bubbles or loss of
confidence, which could collapse relative to demand
and supply. For example, confidence in Digital
Currency might collapse as a result of unexpected
changes imposed by software developers or others, a
government crackdown, the creation of superior
competing alternative currencies, or a deflationary or
inflationary spiral. Confidence might also collapse
because of technical problems, for example, if the
anonymity of the system is compromised, if money is
lost or stolen, or if hackers or governments are able
to prevent transactions from settling.
18.5. Transactions in the Digital Currency may be
irreversible, and, accordingly, losses due to
fraudulent or accidental transactions may not be
recoverable.
18.6. Due to the nature of Digital Currency, any
technological difficulties experienced by the Company
could prevent the access or use of a Member’s Digital
Currency.
18.7. The abovementioned is not a closed list,
there may be additional risks that we have not
foreseen or identified in our Terms of Use. You should
carefully assess whether your financial standing and
tolerance for risk are suitable for buying, selling or
trading Digital Currency.
18.8. The Company uses banking providers in order
to receive your funds and to make payments. Our
banking providers do not transfer Digital Currency,
exchange Digital Currency, or provide any services in
connection with Digital Currency.
18.9. Markets for Digital Currency have varying
degrees of liquidity. Some are quite liquid while
others may be thinner or illiquid. The Company does
not guarantee any profit from trading or any other
activity associated with the site.
18.10. IN LIGHT OF THE ABOVEMENTIONED RISKS, WHICH
ARE NOT A COMPREHENSIVE LIST, YOU SHOULD CAREFULLY
CONSIDER IF HOLDING DIGITAL CURRENCY IS SUITABLE FOR
YOU DEPENDING ON YOUR FINANCIAL CIRCUMSTANCES.
19. Customer Service
19.1. You hereby expressly consent to us using the contact details provided by you on registration to
occasionally contact you directly in relation to
your use of the Services or any other products or
services offered by us from time to time.
19.2. Customer Feedback. If you have any
questions, feedbacks or complaints, you may contact
Company via Company’s customer support at info@binusu.com.
Please provide identifying information such as your
name/login ID, address, and any other information
that the Company may need to identify you, your
Account, and/or the transaction on which you have
feedback, questions, or complaints.
19.3. For service quality assurance, calls made
by you to the customer service department may be
recorded.
19.4. We will not tolerate any abusive
behaviour exhibited by users of the Services to our
employees. In the event we deem that your
behaviour, via telephone, live chat, email or
otherwise, has been abusive or derogatory towards
any of our employees, we shall have the right to
close your Account with us and terminate the Terms
of Use and such act will be considered as a breach
of the Terms of Use by you.
20. General Provisions
20.1. Entire Agreement. These Terms of Use, comprise the entire understanding and agreements between
you and the Company as to the subject matter
hereof, and supersedes any and all prior
discussions, agreements and understandings of
any kind (including without limitation any prior
versions of this Agreement), and every nature
between you and the Company.
20.2. Section headings in this Agreement are
for convenience only, and shall not govern the
meaning or interpretation of any provision of
this Agreement.
20.3. Relationship of the Parties. Both you
and the Company are independent contractors, and
nothing in these Terms of Use shall be deemed to
create between you and the Company any other
form of relationship, and the parties shall not
be deemed to be partners, joint ventures or
agents. You are not authorized to make any
obligations on behalf of the Company.
20.4. Assignment. You may not assign any
rights and/or licenses granted under these Terms
of Use, including without limitation, the right
to use the Account which is exclusively for your
personal use. The Company reserves the right to
assign our rights without restriction, including
without limitation to any Company affiliates or
subsidiaries, or to any successor in interest of
any business associated with the Company
Services. Any attempted transfer or assignment
in violation hereof shall be null and void.
Subject to the foregoing, these Terms of Use
will bind and inure to the benefit of the
parties, their successors and permitted assigns.
20.5. Severability. If any provision of
these Terms of Use shall be determined to be
invalid or unenforceable under any rule, law or
regulation or any governmental agency, local,
state, or federal, such provision will be
changed and interpreted to accomplish the
objectives of the provision to the greatest
extent possible under any applicable law and the
validity or enforceability of any other
provision of these Terms of Use shall not be
affected.
20.6. Change of Control. In the event that
the Company is acquired by or merged with a
third party entity, the Company reserves the
right, in any of these circumstances, to
transfer or assign the information that the
Company has collected from you, including any
personal information, as part of such merger,
acquisition, sale, or other change of control.
20.7. Survival. All provisions of these
Terms of Use which by their nature extend beyond
the expiration or termination of these Terms of
Use, including, without limitation, sections
pertaining to suspension or termination, Company
Account cancellation, debts owed to the Company,
general use of the Company Site, disputes with
Company, and general provisions.
20.8. Disputes and Governing Law. You and
the Company agree that any dispute arising and
relating to these Terms of Use shall first be
resolved by contacting the other party directly
in the attempt to reach an amicable resolution.
The Company shall contact you using the
information you provided in your Account, and
you shall contact the Company as set forth under
Section 19.2 (Customer Service).
You and the Company agree that any and all
controversies and claims that cannot be resolved
amicably will submitted to the exclusive
jurisdiction of the competent courts located in
the Republic of Uganda and shall be governed by
the laws of the Republic of Uganda without
giving effect to its principles or rules of
conflict of laws, to the extent such principles
or rules are not mandatorily applicable by
statute and would permit or require the
application of the laws of another jurisdiction.
The parties agree to keep confidential all
matters relating to the arbitration, including
related court proceedings, if any, to the
greatest extent practicable. For purposes of
this arbitration provision, references to the
parties also include respective subsidiaries,
affiliates, agents, employees, predecessors,
successors and assigns as well as Members or
beneficiaries of the Company’s Services.
20.9. Force Majeure. Company shall not be
liable for delays, failure in performance or
interruption of service which results directly
or indirectly from any cause or condition beyond
its reasonable control, including, but not
limited to, any delay or failure due to any act
of God, act of civil or military authorities,
act of terrorists, civil disturbance, war,
strike or other labor dispute, fire,
interruption in telecommunications or Internet
services or network provider services, failure
of equipment and/or software, other catastrophe
or any other occurrence which is beyond
Company’s reasonable control and shall not
affect the validity and enforceability of any
remaining provisions.
20.10. English Language Controls. Any
translation of the Terms of Use, if provided, is
provided for your convenience alone. The
meanings of terms, conditions and
representations herein are subject to
definitions and interpretations in the English
language. Any translation provided may not
accurately represent the information in the
original English.
Acceptance:
You agree that these Terms and Conditions,
including their incorporation of the General
Terms and Conditions and the Exchange Terms
and Conditions by reference, sets forth the
entire agreement and understanding between
the parties relating to the subject matter
herein and supersedes all prior agreements,
discussions, understandings, or
representations, either oral or in writing,
solely to the extent as they relate to the
subject matter of this Agreement.