Terms and Conditions of Use

Thank you for choosing Gorapay. The following Terms and Conditions (the "Terms") apply to any person that registers for and/or opens a Gorapay Account through Gorapayapp.com or any associated mobile or web applications, website, or APIs.

The Terms constitute a legally binding agreement between you and Gorapay Technologies Limited ("Gorapay"), and govern your access to and use of the Gorapay digital currency platform (the "Platform"). For the purposes of these Terms, any reference to "we", "us", "our", "Gorapay" and/or any similar term shall be construed as reference to Gorapay Technologies Limited.

By registering for and opening a Gorapay Account, you unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Gorapay website and/or your Gorapay Account, including but not limited to those related to taxes or foreign currency transactions.

Please read these Terms carefully before using the Platform because they affect your legal rights and obligations. Gorapay does not offer or support peer-to-peer (P2P) trading between users. All services are limited to wallet deposits, withdrawals, swaps and related account services described below.

Gorapay is committed to managing your personal information in line with global industry best practices. You can read our Privacy Policy to understand how we use your information and the steps we take to protect it.

Gorapay may amend the Terms from time to time. You should visit the terms and conditions page on the Platform regularly to check when the Terms were last updated (as displayed at the top of this document) and to review the current Terms. We will do our best to notify you of any amendments to the Terms that we consider likely to materially affect your rights and obligations. Any such notice will be posted on the Platform, or sent to the email address associated with your Gorapay Account.

The continued use of your Gorapay Account, after any amendment to these Terms, constitutes your acceptance of the Terms as modified by such amendment. If you do not accept the Terms, or any amendment to them, you must immediately stop using the Platform and your Gorapay Account.

Where any part of the Platform requires you to register in order to use it, you are obliged to provide accurate and complete registration information. It is your responsibility to update and maintain any changes to that information by altering your details as appropriate.

The Platform shall allow you access to use registration areas of the Platform on the basis that:

• You satisfy all the eligibility criteria stipulated in these Terms;
• Your personal details including your email address and password are personal to you and may not be used by anyone else;
• You shall not do anything to assist anyone who is not a registered user to gain unauthorised access to any area of the Platform or use your account to carry out transactions on behalf of a third party;
• You submit and consent to verification of all KYC documentation, including but not limited to BVN validation and anti-money laundering checks that may be conducted by Gorapay in compliance with applicable laws;
• You will not use your Gorapay Account for or in relation to any illegal or prohibited activity in violation of any laws, statutes, ordinances or regulations;
• You shall not maliciously create accounts for the purpose of abusing the functionality of the Platform or other users, nor seek to pass yourself off as another user;
• You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including a spouse, children and other relatives), except to the extent caused by our breach of these Terms;
• We and our affiliates shall not be responsible for unauthorized access to your account, and you will contact us immediately if you notice an unauthorized third party may be using your account or if your account information is lost or stolen; and
• You shall comply at all times with the terms herein (as may be amended from time to time).

By opening a Gorapay Account, you expressly warrant and represent that:

• You are 18 years of age or over and have full capacity to accept the Terms and enter any transaction available through the Platform;
• You will not open, or attempt to open, a Gorapay Account under any name except your own, or use your Gorapay Account to carry out transactions on behalf of a third party;
• You will follow the Gorapay business account application process if you seek to open and use a Gorapay Account for a non-individual legal entity (e.g. a company, trust or partnership);
• You will not have more than one Gorapay Account, use or access any Gorapay Account other than your own, or assist any other person in obtaining unauthorised access to any Gorapay Account;
• You will provide security for transactions carried out through your Gorapay Account by ensuring there is sufficient Local Currency or digital currency (as the case may be) in your Gorapay Account in advance of any transaction;
• You will not allow or facilitate the deposit of Local Currency into your Gorapay Account unless that deposit is made in accordance with the Deposit Requirements stated on our website from time to time;
• You will not allow or facilitate the withdrawal of Local Currency from your Gorapay Wallet to a bank account held in the name of a third party (see Withdrawals);
• You will not use your Gorapay Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any laws, statutes, ordinances or regulations, or in breach of Gorapay's export controls and sanctions requirements;
• You are not a national or resident of the United States of America. Reference in these Terms to “Local Currency” means fiat or government issued currency (e.g. NGN, GHS, KES, USD).

We retain the absolute right to prevent you from accessing the Platform, without prejudice to any of our accrued rights, where we, at our sole discretion, consider that you have contravened or are contravening the Terms.

By opening a Gorapay Account you accept and agree that Gorapay may, without further notice and in its sole discretion, terminate, suspend or restrict the account of any customer who uses, or who we reasonably suspect may be using, the Platform or any Gorapay Account in a manner that is inconsistent with the letter or spirit of these Terms.

Before using the Platform, you should ensure that you understand the risks involved in buying, selling or swapping digital currencies. Digital currency markets are volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets. There may be additional risks not identified in these Terms.

You should carefully assess whether your financial situation and risk tolerance is suitable for buying, selling or swapping digital currency. You accept and agree that you are solely responsible for any decision to buy, sell, swap or otherwise hold or deal with digital currency; such decision is a personal decision by you and no responsibility for the consequences of that decision is accepted by Gorapay or by any of its directors, agents, employees, affiliates or other members.

Gorapay implements and maintains high standards of Know Your Customer ("KYC") processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. Gorapay adheres to local and international compliance standards in relation to customer due diligence.

To ensure we meet these standards, our customers are required to provide certain personal details and documents when opening a Gorapay Account ("Identity Verification"). The nature and extent of the Identity Verification required will depend upon which of our supported countries you are resident in, and the deposit and withdrawal limits that you wish to apply to your Gorapay Account. In certain circumstances, Gorapay may also perform enhanced due diligence ("EDD") procedures in relation to your Gorapay Account. You accept and agree that you will remain subject to such procedures at all times.

Gorapay reserves the right to, at any time:

• restrict or suspend your Gorapay Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or
• terminate your Gorapay Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.

You accept and agree that there may be delays in accessing your Gorapay Account, or in carrying out transactions through your Gorapay Account, while we undertake any Identity Verification and/or EDD procedures.

Retention of information. Gorapay is required to retain certain information and documentation obtained as part of the Identity Verification and EDD procedures. These requirements apply even when you have terminated your relationship with Gorapay. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to Gorapay may be retained by us, including following the closure of your Gorapay Account.

The Gorapay Wallet allows you to send, receive and store fiat and digital currency (together, "Gorapay Wallet Transactions").

Supported Digital Currencies. The Gorapay Wallet is only available in relation to the digital currencies that Gorapay, in its sole discretion, decides to support ("Supported Digital Currencies"). The Supported Digital Currencies may change from time to time. Under no circumstances should you attempt to carry out a Gorapay Wallet Transaction in relation to a digital currency other than a Supported Digital Currency. In particular, you accept and agree that you will have no access, entitlement or claim:

• to any digital currency sent to a receive address associated with your Gorapay Wallet where that digital currency is not a Supported Digital Currency; or
• to any digital currency sent to a receive address associated with your Gorapay Wallet where that receive address is associated with another digital currency. For example, you will have no access, entitlement or claim to any Bitcoin Cash (BCH) sent to a Bitcoin (BTC) receive address.

Local Currency in your Gorapay Wallet. Local Currency deposited into your Gorapay Wallet is solely for (1) the purchase or swap of Supported Digital Currencies and/or (2) withdrawal to an approved bank account in your own name (see Withdrawals). Proceeds from the sale or swap of Supported Digital Currencies will be credited to your Local Currency Gorapay Wallet, less any applicable fees. Gorapay does not pay interest on Local Currency or Supported Digital Currency balances held in your Gorapay Wallet.

Transaction instructions. Gorapay will process Gorapay Wallet Transactions according to your instructions. You accept and agree that Gorapay does not guarantee the identity of any user, receiver, or other party to a Gorapay Wallet Transaction. You are solely responsible for ensuring all transaction details are correct, and you should carefully verify all transaction information prior to submitting transaction instructions to Gorapay.

Receiving digital currency. You may receive Supported Digital Currency into your Gorapay Wallet by providing the sender with a receive address generated in your Gorapay Wallet. Your Gorapay Wallet will only be credited with Supported Digital Currency sent to a receive address generated through your Gorapay Wallet and associated with that Supported Digital Currency.

Funds received in error / double deposits. In the event you become aware, know, suspect, or should reasonably know or suspect, that any fiat currency or digital currency has been credited to your Gorapay Wallet (or to any bank account) in error (including double deposits), you must immediately notify Gorapay of the error by submitting a ticket through Gorapay Support.

YOU ACCEPT AND AGREE THAT YOU HAVE NO CLAIM OR ENTITLEMENT TO ANY FIAT CURRENCY OR DIGITAL CURRENCY RECEIVED IN ERROR (INCLUDING DOUBLE DEPOSITS), AND MUST IMMEDIATELY RETURN SUCH FUNDS IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM GORAPAY. GORAPAY RESERVES ITS FULL RIGHTS TO RECOVER ANY FIAT CURRENCY OR DIGITAL CURRENCY SENT TO YOU IN ERROR (INCLUDING DOUBLE DEPOSITS) AND MAY, AT ITS SOLE DISCRETION, PURSUE CIVIL AND/OR CRIMINAL ACTIONS AGAINST YOU IF THE MONEY IS NOT RETURNED VOLUNTARILY. YOU ALSO AGREE TO INDEMNIFY GORAPAY FOR THE FIAT CURRENCY OR DIGITAL CURRENCY SENT TO YOU IN ERROR (INCLUDING DOUBLE DEPOSITS) AND ALL EXPENSES INCURRED IN RECOVERING THE FUNDS IF THE MONEY IS NOT RETURNED BY YOU VOLUNTARILY.

Where your identity has been verified, you may deposit Local Currency into your Gorapay Wallet by depositing funds into a Gorapay bank account or an account generated for you on the Platform (a "Deposit"). Details of the account into which you must make the Deposit will be provided to you by Gorapay. You accept and agree that any information you provide to Gorapay may be shared with our licensed partner institutions, which will process Local Currency transactions in accordance with Gorapay's instructions.

Due to legal and operational constraints, you must strictly adhere to the following requirements (the "Deposit Requirements"):

• you may only make a Deposit from a bank account (or other supported deposit method) held in your own name. You must not allow any third party to make a Deposit into your Gorapay Wallet;
• you may only Deposit Local Currency from a bank account (or other supported deposit method) compatible with the deposit methods available in your country or region;
• you may only make Deposits denominated in the Local Currency associated with your Gorapay Wallet. For example, if you have an NGN wallet, you must only make Deposits in Nigerian Naira;
• you must not use cash or cheques to make a Deposit. Gorapay reserves the right to refuse any Deposit made by cash or cheque. Should Gorapay decide, in its sole discretion, to allow such a Deposit on an exceptional basis, allocation will be delayed to allow fraud and compliance checks to take place, and a cash deposit penalty may be deducted from it. Any Gorapay Account that receives more than one cash or cheque deposit may, at Gorapay's sole discretion, be suspended indefinitely.

You agree to abide by the Deposit Requirements and accept that failure to do so may cause delay in or failure of any Deposit reflecting in your Gorapay Wallet, and/or restriction, suspension or termination of your Gorapay Account.

Allocation of deposits. When you request to make a Deposit through your Gorapay Wallet, you will be provided with a reference number or unique deposit amount. To permit timely and successful allocation of a Deposit to your Gorapay Wallet, you must use that reference number or unique deposit amount when you make a bank transfer or use any other supported deposit method. Gorapay will not be responsible for any delay in or non-allocation of Deposits where you fail to specify the required reference number or unique deposit amount.

Deposits may take time to reflect in your Gorapay Wallet due to bank processing times, operational processes, and/or failure by you to adhere to the Deposit Requirements. Under no circumstances will Gorapay have any liability to you in relation to any delay in or failure of a Deposit reflecting in your Gorapay Wallet.

Gorapay will make all reasonable efforts to allocate Deposits that do not meet the Deposit Requirements. However, any Deposits less than the Minimum Unallocated Deposit Amount that cannot be allocated within a one month period will be retained by Gorapay and you accept and agree that you shall have no further claim or entitlement to such funds. The Minimum Unallocated Deposit Amount shall, until otherwise determined by Gorapay, be USD10.00 or the equivalent in your Local Currency.

Where you have added your local bank account details to your Gorapay Account, you may withdraw funds from your Gorapay Wallet to your bank account (a "Withdrawal"). Gorapay will process Withdrawals in accordance with your instructions. You are solely responsible for ensuring that any Withdrawal instructions provided to Gorapay, including the relevant bank account number, are complete and correct, and you accept and agree that under no circumstances will Gorapay be under any obligation to reverse or amend any Withdrawal.

Gorapay will make all reasonable efforts to process Withdrawals each business day, but you accept and agree that Gorapay provides no guarantee in relation to the Withdrawal processing period.

Withdrawals to the bank account of any third party are expressly prohibited. You agree not to make, or attempt to make, any Withdrawal of funds from your Gorapay Wallet to the bank account of a third party and accept that any such Withdrawal may be refused and/or result in the restriction, suspension or termination of your Gorapay Account.

a. Right to correct errors. Gorapay reserves the right to correct any errors in pricing, account balances, or transaction records resulting from technical malfunctions, system bugs, human error, or external disruptions. This includes the ability to reverse or adjust transactions that were executed based on such errors, even if already settled or withdrawn.

You acknowledge and agree that where you execute any transaction with improper intent and/or in the case of any error, Gorapay is authorised by you (without any payment, penalty or liability due by Gorapay and to the extent permissible under applicable law) to either (i) cancel or void such transaction and treat it as if it had never been entered into; or (ii) amend the price(s) of such transaction (upon notice from Gorapay to you of the amended price) to reflect the prevailing market price at the relevant time, as determined by Gorapay by reference to an available source for fair market pricing.

b. Recovery of funds. Where a user has received or withdrawn digital assets or funds due to a technical or pricing error — including but not limited to buying digital assets at significantly below market rates or selling at above market rates due to such errors — Gorapay reserves the right to recover such funds or assets. Users agree to return any such funds upon request or allow Gorapay to deduct such amounts from their account balances.

c. No unjust enrichment. Users shall not be entitled to retain profits or assets gained due to system failures, pricing inaccuracies, or bugs. Gorapay may, at its sole discretion, take appropriate measures to prevent and recover unjust enrichment.

d. Duty to notify. Users are obligated to promptly notify Gorapay if they become aware of any system malfunction, exploit, or pricing inconsistency that may result in unintended financial advantage. Failure to do so may be treated as a breach of these Terms.

Payment services partners. Gorapay uses third party payment processors and licensed partner institutions to process any fiat currency payment between you and Gorapay.

The fees applicable to transactions undertaken on the Platform can be viewed on the Platform. Gorapay reserves the right to change our fees at any time and will update the Platform accordingly. In certain circumstances, and at our sole discretion, Gorapay may notify selected customers of a specific fee change where we consider it to be of particular relevance to such customers.

Send and receive fees. You may be charged a fee to send Supported Digital Currency from your Gorapay Wallet and/or to receive Supported Digital Currency into your Gorapay Wallet.

Deposit and withdrawal fees. All Withdrawals from your Gorapay Wallet will incur a fee. Such fees differ by country. Some Deposits may incur a fee, and cash Deposits may incur a cash deposit penalty (see Deposits). Such fees will be displayed in your transaction history upon completion of the transaction.

Swap fees. The quoted exchange rate in relation to any swap between fiat and digital currency will include an amount to reflect Gorapay's facilitation of the relevant transaction, the percentage of which will vary with market conditions. Gorapay will, at the time of any transaction, notify you of any fees that will apply. By proceeding with any transaction, you accept and agree to the applicable fees.

Gorapay takes security very seriously. However, you are solely responsible for:

• maintaining adequate security and control over your Gorapay Account sign-in details, including but not limited to any passwords, personal identification numbers (PINs), API keys, or any other codes associated with your Gorapay Account;
• enabling any additional security features available to you, including two factor authentication on your Gorapay Account;
• keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security;
• maintaining security and control over the email mailbox, phone number and two-factor authentication applications or devices associated with your Gorapay Account.

Failure to take the above measures, and any other security measures available to you, may result in unauthorised access to your Gorapay Account and the loss or theft of any digital currency and/or Local Currency balances held in your Gorapay Wallet or any linked bank account(s). Gorapay shall have no liability to you for or in connection with any unauthorised access to your Gorapay Account where such access was due to no fault of Gorapay, and/or any failure by you to act upon any notice or alert that we send to you.

The security of your Gorapay Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. Gorapay strongly recommends that you regularly use reputable virus screening and prevention software and remain alert to the fact that SMS, email services and search engines are vulnerable to spoofing and phishing attacks.

Care should be taken in reviewing messages purporting to originate from Gorapay and, should you have any uncertainty regarding the authenticity of any communication, you should log in to your Gorapay Account through the Gorapay website (specifically, https://www.gorapayapp.com, and not any other domain name or website purporting to be, or to be related to, Gorapay) to review any transactions or required actions.

Private keys. Gorapay securely stores all Supported Digital Currency private keys ("Private Keys") associated with any Gorapay Account. You accept and agree that Gorapay shall retain full ownership and control of the Private Keys associated with your Gorapay Account and that you shall have no control of, access to, or the ability to use such Private Keys.

While we will do everything we can to provide continuous operations, Gorapay does not provide any warranty in relation to the availability of the Platform or your Gorapay Account. We do not guarantee continuous access to the Platform or your Gorapay Account and make no representation that the Platform, Gorapay API, your Gorapay Account and/or any products or services offered therein will be available without interruption, or that there will be no delays, failures, errors, omissions or loss of transmitted information.

When you use your Gorapay Account to send or receive digital currency, the transaction must be confirmed and recorded in the public ledger associated with the relevant digital currency network. That network is solely responsible for verifying and confirming any such transactions. Gorapay cannot confirm, cancel or reverse transactions on a digital currency network, other than confirming to you that the network has completed the transaction. You accept and agree that:

• Once submitted to a digital currency network, a transaction will be unconfirmed for a period of time pending sufficient confirmation by the network. A transaction is not complete while it is in a pending state, and funds in a pending state will not be included in your Gorapay Wallet balance or be available for you to transact;
• When you send digital currency from your Gorapay Account, you are authorising us to submit your transaction request to the relevant digital currency network. Once submitted, the network will automatically complete or reject the request and neither you nor Gorapay will be able to cancel or otherwise modify your transaction;
• Digital currency networks are operated by decentralised networks of independent third parties. They are not owned, controlled or operated by Gorapay, so we cannot ensure that any transaction details you submit will be confirmed by the relevant network.

Network protocols and operating rules. The underlying software protocols that govern the operation of the Supported Digital Currencies are open source. Gorapay has no ownership of or control over these protocols, makes no guarantee as to their availability, security or functionality, and the protocols are subject to sudden changes in operating rules (known as "forks") that may materially affect the value, function and/or name of any digital currency you store in your Gorapay Account. In the event Gorapay decides not to support a branch of a forked protocol, you will not be given access to the assets on that fork.

Each of the following constitutes an "Event of Default":

• your failure to make any payment to us or to any associated company of ours in accordance with the conditions set out in these Terms;
• your failure to perform any obligation due to us;
• where any transaction or combination of transactions results in your exceeding any credit or other limit placed on your dealings;
• the initiation by a third party of proceedings for your bankruptcy (if you are an individual) or for your winding-up or for the appointment of an administrator or receiver in respect of you or any of your assets (if you are a company), or if you make an arrangement or composition with your creditors;
• where any representation or warranty made by you in these Terms is or becomes untrue;
• if Gorapay suspects that you are engaged in money laundering activities, terrorist financing, card fraud or other criminal activities;
• Gorapay reasonably suspects that you opened the account fraudulently;
• you are or become unable to pay your debts as and when they fall due;
• government action or policy makes provision of the service by Gorapay impossible in your jurisdiction; or
• any other circumstance where we reasonably believe that it is necessary or desirable to take action to protect ourselves or any of our other clients.

If an Event of Default occurs in relation to your Gorapay Account with us or in relation to any account(s) held by you with an associated company of ours, we may, at our absolute discretion, at any time and without prior notice:

• close or part-close all or any of your transactions based on the then prevailing quotations or prices in the relevant markets or, if none, at such levels as we consider fair and reasonable;
• restrict activities in relation to your Gorapay Account;
• cancel or revoke any benefits awarded to you; and/or
• take legal action for any losses suffered by Gorapay.

Neither we nor our directors, officers, employees or agents shall be liable for any losses, damages, costs or expenses incurred or suffered by you under these Terms unless arising directly from our or their respective gross negligence, wilful default or fraud. In no circumstances shall we have any liability for consequential loss or special damage.

We shall not be liable for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, theft, destruction, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supranational bodies or authorities, or the failure of any relevant third party, intermediate broker, agent or principal of ourselves, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation to perform its obligations.

You will make all your own decisions to access and/or use our Platform or to enter into or execute any transaction. You acknowledge and agree that our Platform does not and will not serve as the primary basis for any of your investment decisions concerning your Gorapay Account. You are solely responsible for any investment decisions you make with respect to products identified on our Platform, and neither we, nor our directors, officers, shareholders, partners, members, employees, agents, service providers, legal representatives and/or affiliates (together, our "Associates") shall be responsible for determining whether any transaction you enter into is suitable, appropriate or advisable.

In no event will any liability of Gorapay, its operating entities or any other affiliates (including their respective directors, members, employees or agents) arising in relation to your use of the Platform or your Gorapay Account exceed (in aggregate) the fees earned by Gorapay in connection with your use of your Gorapay Account in the six month period immediately preceding the event giving rise to the claim for liability.

You represent and warrant to us, and agree that each such representation and warranty is deemed repeated each time you carry out a transaction by reference to the circumstances prevailing at such time, that:

• the information provided to us in your application and at any time thereafter is true and accurate in all respects;
• you are duly authorised to execute these Terms, to carry out each transaction and to perform your obligations hereunder, and have taken all necessary action to authorise such execution, delivery and performance;
• you will enter into these Terms and carry out each transaction as principal;
• where applicable, you have obtained all governmental or other authorisations and consents required by you in connection with these Terms, and such authorisations and consents are in full force and effect;
• execution, delivery and performance of these Terms and each transaction will not violate any law, ordinance, charter, by-law or rule applicable to you, the jurisdiction in which you are resident, or any agreement by which you are bound;
• if you are an employee or contractor of a financial services firm or any other firm that has control over the financial transactions in which its employees and contractors deal, you will give us proper notice of this and of any restrictions that apply to your dealing;
• you will use the services offered by us in good faith and will not use any electronic device, software, algorithm or strategy that aims to manipulate or take unfair advantage of the way in which we construct, provide or convey our prices;
• you have considered your own financial circumstances, needs and objectives and concluded that dealing in digital currency is appropriate for you, and you understand and are willing to take on those risks;
• Gorapay does not, nor do any of its directors, officers, agents or employees, guarantee repayment of capital or payment of income in relation to any funds deposited or any transactions undertaken;
• no part of any funds remitted by you have been the proceeds of any illegal activity or used for any terrorist financing or money laundering activities. You agree to provide such information related to your business and financial affairs as may be reasonably requested by Gorapay in order to comply with the Anti-Money Laundering Act or other legislative requirements.

You agree that you shall not take any action or enter into any course of conduct which would breach applicable regulations and/or will or may alter, distort or manipulate the relevant underlying market in relation to any transaction contemplated by these Terms.

You shall not unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that we have applied to our Platform and/or computer systems. If, at our sole discretion, we determine that you are in breach of this clause, we reserve the right to take all action as we see fit, including completely blocking your access to our Platform, blocking and/or revoking your access codes and/or terminating your Gorapay Account. Under these circumstances, we reserve the right to seize any profits and/or revenues generated directly or indirectly by such activity.

Without prejudice to any other provisions of these Terms, you agree to indemnify us and hold us, our affiliates and any of our Associates harmless from and against any and all liabilities, losses, damages, costs and expenses, including legal fees and expenses, incurred in connection with any fraudulent and/or unlawful access and use by you of our Platform and/or the prevention or remediation thereof.

You acknowledge that by opening an account with us and carrying out transactions, you will be providing us with personal information. You consent to us processing all such information for the purposes of performing the contract and administering the relationship between you and us. You consent to our disclosing such information:

• where we are required to by law or following a request by law enforcement agencies;
• to affiliates;
• to service providers and business partners with whom we have a mutual relationship;
• to such third parties as we deem reasonable;
• where it is necessary in order to prevent or investigate crime; and
• to such third parties as we see fit to assist us in enforcing our legal or contractual rights against you, including debt collection agencies and legal advisors.

You authorise us, or our agents acting on our behalf, to carry out such credit and identity checks as we may deem necessary or desirable, including requesting a reference from your bank from time to time, and you agree to assist us, where necessary, in obtaining such a reference.

Communications between you and any of our support teams are confidential. You agree never to disclose such conversations to any third party or on any social media. You may disclose conversations with regulatory bodies for the purpose of any complaints or investigations by such regulatory body.

Under no circumstances does any information contained on the Platform, or provided to you through your Gorapay Account or by any employee, agent or affiliate of Gorapay, constitute financial, investment or other professional advice. You are solely responsible for any decision to store, buy or sell digital currency, and such decision should take into account your risk tolerance and financial circumstances. You should consult your legal or tax professional in relation to your specific situation.

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

You must not use your Gorapay Account to undertake any of the activities or categories of activity set out in this section (each a "Prohibited Activity"):

• violation of any laws, statutes, ordinances or regulations;
• undertaking, facilitating or supporting criminal activity of any kind, including money laundering, terrorist financing, illegal gambling operations or malicious hacking;
• abusive activity, including imposing an unreasonable or disproportionately large load on Gorapay's infrastructure, attempting to gain unauthorised access to the Platform or any Gorapay Account, transmitting or uploading any material containing viruses, Trojan horses, worms or other harmful programmes, or transferring your Gorapay Account access or rights to a third party without Gorapay's prior consent;
• paying into or otherwise supporting pyramid schemes, Ponzi schemes, matrix programmes, “get rich quick” schemes, multi-level marketing programmes or high-yield investment programmes;
• fraudulent activity, including taking any actions that defraud Gorapay or a Gorapay customer, or the provision of any false, inaccurate or misleading information to Gorapay;
• transactions involving items that may help facilitate or enable illegal activity; promote or facilitate hate, violence or racial intolerance; are considered obscene; or may be stolen goods or the proceeds of crime;
• transactions involving TOR markets, online gambling sites or mixers;
• sale or purchase of narcotics or controlled substances; and
• intellectual property infringement.

Activities subject to the prior written approval of Gorapay. Unless you have obtained the prior written approval of Gorapay, you accept and agree that you will not use your Gorapay Account to conduct or operate any of the following:

• money services, including money or digital currency transmission, currency or digital currency exchange or dealing, payment service providers, e-money or any other financial services business;
• gambling or gaming services;
• charitable or religious / spiritual organisations;
• consumer lending services, including secured and unsecured loans, cash advances and payday lending;
• investment funds, asset management, or brokerage services.

The Platform, your Gorapay Account and any related products or services are offered on a strictly "as-is" and "where-available" basis and Gorapay expressly disclaims, and you waive, all warranties of any kind, whether express or implied, including any warranty as to merchantability or fitness for any particular purpose. Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to you.

In no event shall Gorapay, its operating entities or any other affiliates (including their respective directors, members, employees or agents) be liable to you for any direct, indirect, special, consequential, exemplary or punitive damages or any other damages of any kind, including loss of profit, revenue, business, opportunity or data, whether in contract, tort or otherwise, arising out of or in any way connected with your use of, inability to use, or unavailability of the Platform and/or your Gorapay Account.

The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.

Gorapay will not be liable for any loss resulting from your use of the Platform, including failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, the malfunction of electronic or mechanical equipment, theft, operator errors, or any "force majeure" event (e.g. severe weather, earthquake, flood, fire or other acts of God), strikes or other labour problems, government action, or any other cause beyond the reasonable control of Gorapay.

Gorapay reserves the right to restrict, suspend or terminate your Gorapay Account where:

• we reasonably suspect your Gorapay Account to be the subject of an operational or other error, in which case we may suspend access until the error is rectified;
• we reasonably suspect your Gorapay Account has been or is being used in relation to any unlawful, fraudulent or Prohibited Activity, or in breach of these Terms;
• we reasonably suspect you or your Gorapay Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
• we reasonably suspect you of taking any action that Gorapay considers to be a circumvention of Gorapay's controls, including opening multiple Gorapay Accounts;
• we reasonably suspect your involvement in any attempt to gain unauthorised access to any Gorapay Account;
• your Gorapay Account is or appears to be the subject of any legal, regulatory or government process;
• we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
• your name appears on a government or international body sanctions list.

Gorapay will make all reasonable efforts to provide you with notice of any decision to restrict, suspend or terminate your Gorapay Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise Gorapay's security and/or risk management procedures. Upon termination, all amounts payable by you to us will become immediately due and payable, including all outstanding fees, charges and commissions, and any losses and expenses realised in settling outstanding obligations incurred by us on your behalf.

You may close your Gorapay Account by submitting a closure request via our support channels. Gorapay will action such requests once (i) all sums in your Gorapay Account are below the Minimum Closure Amount; and (ii) no transactions have taken place in your Gorapay Account for a period of at least 30 days. Such requirements are designed to protect you from loss and Gorapay will not action a closure request until they are satisfied.

You accept and acknowledge that, once your Gorapay Account is closed:

• you will have no further access to it;
• Gorapay will be under no obligation to notify you of, or provide to you, any digital currency sent to any receive address associated with your Gorapay Account; and
• Gorapay reserves the right (but has no obligation) to delete all of your information and account data stored on our servers, and also reserves the right to retain any information that is required for legal or operational reasons.

If at the date of closure of your Gorapay Account any funds remain in your Gorapay Account (i.e. funds amounting to less than the Minimum Closure Amount), you accept and agree that Gorapay shall retain such funds and that you shall have no further claim to them. The Minimum Closure Amount shall be USD5.00 or the equivalent in your Local Currency. You accept and agree that Gorapay shall not be liable to you or any third party in relation to the closure of your Gorapay Account, the termination of access to it, or the deletion of your information or account data.

All queries and complaints should be raised with our customer support department through the support page on the Platform, or by email to support@gorapayapp.com.

Without prejudice to any of our other rights to close a transaction under these Terms, in any case where we are in dispute with you in respect of a transaction or alleged transaction or any communication relating to a transaction, we may, at our absolute discretion and without notice, close any such transaction where we reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and we will not be under any obligation to you in connection with any subsequent movement in the level of the transaction concerned.

These Terms and each transaction entered into with you is in all respects governed by English Law. In the event of any dispute between the parties arising in connection with your use of the Platform, the dispute shall be referred to arbitration and shall be exclusively and finally settled in accordance with the Rules of the International Centre for Arbitration & Mediation Abuja (ICMA Abuja) by one (1) arbitrator jointly appointed by agreement of the parties. Where the parties are unable to agree on the arbitrator, or otherwise fail to appoint the arbitrator within seven (7) business days of the service of the arbitration notice, the arbitrator shall be appointed by the President of ICMA Abuja. The decision of the arbitral tribunal shall be final and binding upon the parties. The seat of arbitration shall be Abuja, Nigeria and proceedings shall be conducted in the English language.