Terms of Use

This Terms of Service (“this Agreement”) is a legal agreement between LINK (together with its subsidiaries, affiliates, successors and assigns) and You, a Referred Client from MBD Financial Ltd (Cedar) (hereinafter referred to as the Client), as a user of LINK’s services.

LINK and the Client shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

WHEREAS:

1. LINK is a web3 cross-border payment infrastructure engaged in developing and implementing payment solutions, facilitating the initiation and receipt of electronic payments.
2. LINK has developed a service, which allows users:

• On-Ramp: Buy Digital Assets using Fiat currency.
• Off-Ramp: Sell Digital Assets for Fiat currency.

3. The Client has been referred from Cedar Financial Ltd to access LINK's services.
4. All communications between LINK and the Client shall flow through Cedar. LINK shall not communicate directly with the Client.

NOW, THEREFORE, the Parties hereby agree as follows:

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DEFINITION

“Applicable Law(s)” includes but is not limited to all Nigerian legislation, law, regulation, code, guidelines, rules, policies, and directives of any competent regulatory entity, with respect to payments, data protection, data privacy, and data security, or any successor legislation, law, regulation, code, guidelines, rules, policies and directives amending, consolidating or replacing such Applicable Law.

“Blockchain” means a system in which records of transactions made in Digital Assets are maintained across several computers that are linked in a peer-to-peer network.

“Digital Asset” means a digital representation of value in which encryption techniques are used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank.

“Fiat” when used in reference to money or currency, means the coin and paper money of a country that is designated as legal tender, circulates, and is customarily used and accepted as a medium of exchange in the country of issuance.

“Wallet Address” means an on-Blockchain virtual address in which Digital Assets can be held and transferred.

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TERM

This Agreement shall commence when you start to use our Services and shall continue to apply until terminated by any of the parties in accordance with this Agreement.

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CLIENT OBLIGATIONS

 The Client agrees to:

a. On-ramp: 

1. Ensure that the price paid is exactly equal to the purchase price for the digital asset provided by LINK.
2. Ensure the payment reference used for fiat money transfer is identical to the reference provided by LINK.
3. Ensure the wallet address provided to LINK for the transfer of digital assets is correct.

b. off-ramp: 

1. Ensure the amount of digital assets is exactly equal to the purchase price provided by LINK.
2. Ensure the digital assets are sent to the wallet provided by LINK.
3. Ensure the bank account/card details provided to LINK for the transfer of fiat are correct.

c. Verify if the transfer of digital assets can be successfully effectuated to the blockchain wallet address provided by the Client. LINK will not be liable in situations where the digital wallet provided by the Client does not accept the digital assets sent by LINK.

d. Ensure that all data provided for a transaction is accurate. Blockchain transactions are irreversible and LINK will not be able to reverse any transaction based off inaccurate data.

e. Notify LINK of any unauthorized access to your account or data.

f. Notify LINK of any change in place of business.

g. Give LINK prior notice before effecting change of business name or ownership of business.

h. Abstain from conducting transactions on behalf of a third party.

i. Provide LINK with all the information and assistance reasonably required to perform its obligations and to deal with any queries in relation the services provided.

j. Immediately notify LINK if any act or omission or error which has or may adversely affect of the Client’s ability to perform their obligations under this Agreement or cause loss or damage to LINK.

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PAYMENT AND FEES

We only charge the amount required to buy or sell your Digital Assets.

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DATA SECURITY

We comply with all data protection laws at all times and only use your data to provide you with our services. Your data is protected by our privacy policy.

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CONFIDENTIALITY

Each party agrees to keep a confidential and sensitive information shared by the other party secure and confidential for the duration of these Terms, and only use the other’s confidential information to fulfil the purpose of these Terms.

Either party may share the other’s confidential information with its officers, affiliates, employees, contractors, members, representatives, professional advisors, and subcontractors (Agents) on a need-to-know basis, provided they are committed in writing to confidentiality obligations similar to what is set out in these Terms. Each party is liable for any act or omission of its Agents that would constitute a breach of this Agreement.

Upon termination of this Agreement, or at any time upon the request of the other party, shall return, destroy or erase all Confidential Information in the possession of such a party or in the possession of a third party (over which such party has or may exercise control).

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TERMINATION

You may terminate this Agreement by closing your Account.

We may suspend your account and your access to the Services and terminate this Agreement:

1. If the Client is identified to have committed a fraudulent activity;
2. If LINK is required to do so by law;
3. If the Client breaches any term in this Agreement.
4. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force on or after such termination.

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WARRANTIES

1. The Client warrants that it shall not conduct any transaction that the Client knows is illegal or fraudulent.
2. The Client warrants it will use the services in good faith, in accordance with the terms of this Agreement, and in accordance with all Applicable Law. The Client will not use the Services in a manner that could result in a violation of anti-money laundering, counter-terrorist financing and similar legal and regulatory obligations. 
3. The Client warrants that the Client has not been subject to the following:

1. Criminal conviction (except minor traffic offenses and other petty offenses) in Nigeria or in any other country;
2. Federal or state tax lien, or any foreign tax lien;
3. Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, or any Regulatory Authority in Nigeria or in any other country;
4. Restraining order, decree, injunction, or lawsuit, alleging fraud or deceptive practice on the part of the Client.

4. The Parties warrants that they are duly registered, licensed (where applicable), and have the full capacity, regulatory approvals and corporate authorization to enter into this Agreement and discharge the obligations and responsibilities contained herein.
5. The Parties further warrant that no element of this transaction constitutes a breach of any existing law, regulation, patent, copyright, or other intellectual property in its country or countries of domicile and operation.
6. Each Party warrants to the other that this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms and obligations therein and no provision of this Agreement is in conflict with any of the Party’s obligations under its constitutional documents, Applicable Law or any other document, charter or agreement to which the Party is subject.
7. The Parties shall keep each other indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.
8. LINK doesn’t warrant that the use of the platform will be uninterrupted no error free. However, LINK warrants that it shall use its best endeavors to ensure that the platform functions properly at all times and within the generally accepted industry standards during the term of this Agreement.

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INTELLECTUAL PROPERTY

Nothing in this Agreement shall constitute a transfer or assignment of Intellectual Property Rights. Each Party retains all rights, title and interest in Intellectual Property Rights.

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INDEMNITY

The Client shall indemnify and hold LINK, its Affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that LINK may incur in connection with or arising out of the Client’s access to or use of the Services, or LINK’s activities in connection with such Services, and for your breach of these Terms or violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by the Client or any person acting on the Client’s behalf while using the Services, regardless of whether the specific use was expressly authorized by the Client.

NO ASSIGNMENT

The rights, obligations or benefits under this Agreement shall not be assigned or transferred without the prior written consent of all the Parties but shall be binding upon and inure to the benefit of each of the Parties and, where so permitted, their assigns or other transferees.

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DISCLAIMERS

EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

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NOTICES

Any notice required or permitted by this Agreement to be given to either Party by the other shall be given through Cedar.

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SEVERABILITY

In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant It shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.

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FORCE MAJEURE

If any of the Parties is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (Including but not limited to Natural Disasters, Act of God, Riots, Wars) the Party unable to fulfil its obligations shall immediately give notice in writing of this to the other Party and shall do everything within its power to resume full performance.

If the period of incapacity exceeds two (2) months, then this Agreement shall automatically terminate unless Parties expressly agree otherwise in writing.

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AMENDMENT

This Agreement may be amended at any time by LINK (which may be made by posting such amendment or an updated version of this Agreement on LINK’s website).

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RELATIONSHIP BETWEEN PARTIES

No agency, partnership, joint venture or employment relationship is created between Client and Member by way of this Agreement.

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WAIVER

All rights available to either Party under this Agreement (or any other document or under the Applicable law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing. The failure of either Party to enforce any provision of this Agreement shall in no way be construed as a waiver or variation of such provision.

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DISPUTE & DISPUTE RESOLUTION

All disputes, differences and/or claim arising out of this Agreement whether during its subsistence or thereafter shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, and shall be referred to a sole arbitrator nominated with the mutual consent of the Parties. The award given by such an arbitrator shall be final and binding on the Parties to this Agreement. The seat and venue of arbitration proceedings shall be at Lagos, Nigeria.

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ENTIRE AGREEMENT

This Agreement represents the entire understanding between the Parties with respect to the matters contained herein and supersedes any prior agreements between the parties.

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GOVERNING LAW

This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.