Terms Of Use
TERMS OF USE – SIMPLE MERCHANT INTEGRATED REWARD SERVICES ( SIMPLE MERCHANT)
This statement of Terms of Use governs access to, or use of, any services of SIMPLE MERCHANT INTEGRATED REWARD SERVICE ( Simple Merchant)(www.simplemerchant.org) provided by SIMPLE MERCHANT (the Company).
Accordingly, this is an agreement between Simple Merchant and its relevant affiliates and subsidiaries (collectively referred to herein as “the Company, Simple Merchant ”, “we”, “us”, or “our”) and You (together with the Company, the “Parties” and each a “Party”).
By using the Beep market value service , whether through www.simplemerchant.org or any associated website, API, or any mobile application (collectively, “Services”), you agree that you have read, understood, and accept all of the terms and conditions contained herein (the “User Agreement”), as well as our Privacy Policy as may be reviewed from time to time.
All references in these Terms of Use to the “Site” are deemed to refer to the website that you are visiting, including all functionality and services available through that website. You also agree to comply with all applicable laws and regulations.
The terms and conditions of this Agreement form an essential basis of the bargain between you and the Company.
If you are using the Site in your capacity as an employee, owner, or otherwise as an agent of another person or entity, you hereby affirm that you are authorized to represent such person or entity and, in that capacity, you agree that the person or entity that you represent will be bound by these Terms of Use. You further represent and warrant that you are of legal age to form a binding contract, and that no legal reason exists that we should deny you access to the Site. If, at any time, these Terms of Use are no longer acceptable to you, you should cease using the Site immediately.
In addition to these Terms of Use, certain services offered for subscription or use through the Site may be subject to their own terms and conditions.
Please be sure to review the applicable terms and conditions before using such services.
To the extent that there is a conflict between any terms of these Terms of Use and the terms and conditions specific to such services, the service-specific terms and conditions shall enjoy priority.
By becoming a User of www.simplemerchant.org , you agree to be contacted by us via communication modes including but not limited to email, SMS, MMS, and telephone calls.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT IF WE CANNOT RESOLVE A DISPUTE THROUGH OUR USER OPERATIONS TEAM, ALL DISPUTES ARISING UNDER THIS USER AGREEMENT SHALL BE SETTLED IN FINAL BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO LITIGATION BEFORE THE REGULAR COURT AND PARTICIPATION IN A CLASS ACTION LAWSUIT.
Please carefully review these Terms before using the Services or accessing any data here.
Any use of the Services creates a binding agreement to comply with these Terms.
If you do not agree to these terms without limitation or exclusions, you must exit this interface immediately.
1. GENERAL USE AND CONDUCT
1. Eligibility
By entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Cookie Policy and the Privacy Policy as incorporated herein, as amended from time to time.
In order to use Services provided by www.simplemerchant.org , you may be required to provide certain identifying information pursuant to our know-your-customer.
1. Modification
1.2.1 We may change the terms of this User Agreement at any time. Any such changes will take effect when posted on the Simple Merchant website, or when you use the Services. If you have supplied us with an email address through the newsletter, we will also attempt to notify you by email of changes to this User Agreement.
1.2.2 It is your responsibility to update your contact information and sign up to our newsletter, including but not limited to the email address provided to us (if any); failure to do so may result in you not receiving notice of any such changes to the User Agreement.
1.2.3 Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the extant User Agreement.
1.3 Non Waiver
The Company’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision, and no waiver by us of a breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
1.4 Applicable Laws and Regulations
Your relationship with us and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (“Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law. You agree to abide by all such laws and regulations, including those relating to intellectual property, defamation, privacy, and the transmission or exportation of data. You also agree that you will not do or assist any third party to do, any of the following:
● interfere with another user's use or enjoyment of the Site;
● access the Site through an unauthorized interface or in any other unauthorized manner;
● modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, or in any way make the Site available through any media to any third party;
● use any robot, spider, site search/retrieval application, or other manual or automatic device or process to access, search, download, retrieve, index or "data mine" any content or data from the Site, or in any way reproduce or circumvent the navigational structure or presentation of the content available through the Site;
● interfere with or disrupt the proper working or the security of the Site, or any services or activities conducted on or through the Site, including by "hacking" or defacing any portion of the Site;
● introduce any virus or other computer programme or programming routine that may damage or interfere with the operation of the Site, any content from the Site, any services or activities conducted on or through the Site, or any system;
● unlawfully intercept any data or confidential or personal information; or
● interfere with or disrupt any network connected to the Site.
● send junk e-mail, chain letters, duplicative or unsolicited messages, advertisements;
● misrepresent (by statement or by omission) your identity, credentials, affiliations or experience, or impersonate any person or entity;
● stalk, threaten, or otherwise harass any person or entity;
● provide material support or resources to, or conceal or disguise the nature, location, source, or ownership of material or resources of, any organization designated as terrorist organization pursuant to any national or international laws.
2. DEFINITIONS
2.1 "API" means application programming interface, and is not a Service, as defined below.
2.2 "Fork" means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by the Company.
2.3 "Service" means one or more features provided or operated by HarnessRA via website or local application (mobile, desktop, or otherwise), including but not limited to: (a) a wallet service consisting of software that permits you to self-custody virtual currency, organize network addresses, view transaction history and transact in virtual currencies (the “Wallet”), (b) a noncustodial conversion service that allows you to exchange or convert one virtual currency for another (“Conversion Service”); and (c) third party conversion services that allow you to convert one virtual currency for another (“Third Party Conversion Service”)
2.4 "User Account" means an account for Services associated with both (a) a Wallet and (b) a verified identity approved in accordance with Simple Merchant Compliance Program. A Wallet is not, by itself, a User Account.
2.5 "Virtual Currency" means a cryptocurrency, digital currency, digital asset, crypto asset, Crypto Token or other such similar term describing it, for example, Bitcoin but does not include a derivative of a virtual currency or a security.
3. Simple Merchant USER ACCOUNT
3.1 Account Creation
3.1.1 Creating your own User Account may require you to use multiple methods of authentication or verification, and depending on the specific Service provided, may require you to complete our Compliance/On-boarding Program.
3.1.2 You agree and understand that you are solely responsible for managing and maintaining the security of any information relating to your login credentials and agree that Simple Merchant will not be held responsible (and you will not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer.
3.1.3 You agree that you will not permit access to your login credentials to any other party and will not hold Simple Merchant responsible for any actions taken by individuals unauthorized to access your User Account.
3.1.4 The Company may offer optional enhanced security features for your Simple Merchant Account (including, for example, two-factor authentication). We encourage, but may not require, you to use any such enhanced security features. If you do enable enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.
3.2 Compliance/On-boarding Program
Your access to one or more Simple Merchant Services may be contingent upon successful completion of on-boarding processes which include verification of your identity and source of funds, and additional information we may request from time-to-time. The information we request may include, without limitation, personally identifiable information such as name, address, telephone number, date of birth, taxpayer identification or social security
number, official government-issued photo identification, and bank account information. In providing this information to us you represent that it is accurate and agree to update your User Account information promptly, but in no event later than 30 days following any change in your User Account information. Failure to provide this information or update it promptly may result in certain Simple Merchant Services being unavailable to you.
3.3 User Account Suspension or Termination.
3.3.1 You may close your User Account at any time, at your sole discretion. Depending on the Services available to you in your User Account, you may be required to take certain actions in order to complete a pending transaction or provide additional information prior to closing such User Account. You are solely responsible for any fees already incurred or associated with the closing of your User Account, whether incurred directly by you from Simple Merchant, or incurred by Simple Merchant on your behalf with a third party in order to complete any such action. Closing your User Account may not result in the deletion of information we hold about you.
3.3.2 You agree and understand that Simple Merchant reserves the right, in our sole discretion, to immediately suspend, freeze, or terminate your User Account or any Wallet in the event that you are suspected of having violated any provision of this User Agreement, believed to be in violation of Applicable Law, or are believed to be involved in activities or conduct detrimental to Simple Merchant.
4. THE WALLET
4.1. Description
4.1.1 The Wallet is provided to you by the Company on a rewards based construct. At no point will Simple Merchant ever take custody or control over Virtual Currency stored in your Wallet.
4.1.2 When you create a Wallet, the Wallet software generates a cryptographic private and public key pair that you may use to send and receive any supported Virtual Currency via the relevant Virtual Currency network. You are solely responsible for storing, outside of the Services, a backup of any Wallet, private key or transaction information that you maintain in your Wallet or otherwise with the Services. If you do not maintain a backup of your Wallet data outside of the Services, you may not be able to access Virtual Currency previously accessed
using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Virtual Currency. We are not responsible for maintaining this data on your behalf.
4.2 Risk Disclosures Relating to the Wallet.
4.2.1 In order to be completed, any Virtual Currency transaction created with the Wallet must be confirmed and recorded in the Virtual Currency ledger associated with the relevant Virtual Currency network. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by the Company.
4.2.2 The Company has no control over any Virtual Currency network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant Virtual Currency network. You agree and understand that the transaction details you submit via our Services may not be completed, or may be substantially delayed, by the Virtual Currency network used to process the transaction. We do not guarantee that the Wallet can transfer title or right in any Virtual Currency or make any warranties whatsoever with regard to title.
4.2.3 Once transaction details have been submitted to a Virtual Currency network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. The Company has no control over any Virtual Currency network and does not have the ability to facilitate any cancellation or modification requests.
4.3 In the event of a Fork, Simple Merchant may not be able to support activity related to your Virtual Currency. You agree and understand that, in the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. Simple Merchant is not responsible for any loss incurred by you in whole or in part, directly or indirectly, by a Fork.
4.4 No Password Retrieval.
4.4.1 With respect to the Wallet, the Company does not receive or store your Wallet password, nor any keys, network addresses or transaction history. We are unable to assist you with Wallet password retrieval. You are solely responsible for remembering, storing and keeping your Wallet password. Any Virtual Currency you have associated with such a Wallet may become inaccessible if you do not know or keep your Wallet password. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier or password) can dispose of virtual currency in your wallet.
4.4.2 When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur under your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.
4.5 Depending on the nature of a proposed transaction using your Wallet, Simple Merchant may where it is applicable, charging you for service fees. The service fees will be displayed prior to you incurring the fee. Network fees (including, without limitation “miner’s fees”) required to use a Virtual Currency network may apply to a transaction. We may attempt to calculate such a fee for you. Our calculation may not be sufficient, or it may be excessive. You may select a greater or lesser fee. You are solely responsible for paying any such fee and Simple Merchant will neither advance nor fund such a fee on your behalf, nor be responsible for any excess or insufficient fee calculation.
5. No Broker or Fiduciary Relationship
You acknowledge that the Company is not your professional advisor and has no fiduciary relationship or obligation to you in connection with any transactions or other decisions or activities affected by you using the Simple Merchant Services. No communication, feature or information provided to you by Simple Merchant is intended as, or shall be considered or construed as, advice.
6. Promotions
We may, may from time to time, conduct promotions including contests and sweepstakes ("Promotions"). Each Promotion is offered subject to additional terms and conditions, which will be posted or otherwise made available to you.
7. General Risk Factors
7.1 You agree and understand that there are risks associated with utilizing Simple Merchant Services including, but not limited to, market uncertainties and fluctuations, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your public and private keys. You accept and acknowledge that the Company has no control over such associated risks and will not be responsible for any harm or loss occurring as a result of such risks. You also agree and understand that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
7.2 The risk of loss in using Simple Merchant Services may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable.
7.3 Virtual Currencies are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around Virtual Currencies is constantly changing and may affect your ability to use, transfer, or exchange Virtual Currencies.
8. Indemnity
You agree to defend, indemnify, and hold the Company, its affiliates, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Agreement.
9. Force Majeure
9.1 Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not
limited to any Act of God, terrorism, war, political or religious insurgence, insurrection, riot, civil unrest, act of civil or military authority, disease/virus outbreak, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen.
9.2 Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.
10. Links to Third Party Sites, Links and Content
10.1 Content available through the Site may contain links to other Internet websites (including links provided by Simple Merchant on its own behalf or on behalf of Simple Merchant customers). We neither control nor endorse such Third Party Content, Websites, nor have we reviewed or approved any information or content that appears on such other websites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, timeliness, quality, safety or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content. We recommend that you take reasonable precautions with regard to any links that you choose to click through (including any information or content that you choose to download through those links (for example, scanning for viruses)), as you do so at your own risk.
10.2 You agree and understand that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
11. Intellectual Property
11.1 Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with our Services, are the property of Simple Merchant or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Simple Merchant Services.
11.2 You accept and acknowledge that the material and content contained through our Services is made available lawfully only and that you may only use such material and content for the purpose of using the Simple Merchant Services.
11.3 You further acknowledge that any other use of content from the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Simple Merchant Services on any copy you make of the material but failing to do so shall not prejudice Simple Merchant intellectual property rights therein.
11.4 You may not sell or modify materials derived or created from Simple Merchant Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of the materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from Simple Merchant Services without our express, written permission.
11.5 Any rights not expressly granted herein to use the materials contained on or through our Services are reserved by Simple Merchant.
12. Accuracy of Information and Record Keeping
12.1 We will use reasonable efforts to verify the accuracy of any information displayed, supplied, passing through or originating from the Simple Merchant Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it and take full responsibility for any decisions or actions taken based upon such information.
12.2 You agree and understand that we make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Simple Merchant Services, information and functions made accessible through the Services.
12.3 You agree and understand that, depending on the Services used by you, Simple Merchant reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your User Account. These records shall be for the purposes of record keeping, target marketing and regulatory compliance.
12.4 Additionally, Simple Merchant will own any feedback, suggestions, ideas, or other information or materials regarding Simple Merchant or its Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to Simple Merchant all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
12.4 The Company may, from time-to-time, respond to requests from law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Simple Merchant Services.
13. Limitation of Liability
13.1 In no event will the Company be liable for (a) any indirect, special, consequential, punitive, or exemplary damages or (b) any damages whatsoever in excess of the amount of the transaction in issue or under dispute. The Company shall not be liable for any damages resulting from loss of revenues, profit, goodwill, use, economic prospect, business interruption, or other tangible or intangible losses, arising out of or in connection with this Site or Simple Merchant Services whether such damages are based on warranty, contract, tort, statute, or any other legal theory.
13.2 All transactions and use of Simple Merchant Services on this Site, monetary and otherwise, are non-refundable, non-exchangeable and non-reversible, save and except in the event of proven gross negligence on the part of or Simple Merchant its representatives, in which event the you agree that you shall only be entitled to a refund of the amount actually received by Simple Merchant with respect to the transaction done by the you.
13.3 At all times, Simple Merchant shall use its best endeavour to ensure the security of its services. You acknowledge that Simple Merchant shall not be liable for any form of fraud or financial loss occasioned by a breach of security, loss of data arising from your negligence, omission or other conducts.
13.4 The Company accepts no liability for goods and services purchases in any transaction with a third party. We may intervene in disputes between users and merchants concerning payments but have no obligation to do so.
14. Dispute Resolution and Technical Support
14.1 With the exception only of disputes related to the enforcement or validity of the Company’s intellectual property rights, all disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS SET OUT EARLIER.
14.2 In this Arbitration Section “Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between us and you (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Arbitration Section.
14.3 Any Claim shall be resolved, upon the election of either us or you, by binding arbitration administered by the Lagos Multidoor Courthouse in accordance to the Arbitration and Conciliation Act, Laws of the Federation of Nigeria 2004. Any arbitration under this Agreement will take place on an individual basis.
14.4 Claims will be arbitrated by a Sole Arbitrator mutually appointed by parties. If parties are unable to agree within 10 (ten) business days, either party may apply to the Lagos Multi-door Courthouse who shall appoint the Sole Arbitrator. Arbitration will be held in English Language and the seat of arbitration shall be Lagos, Lagos State, Nigeria.
14.5 You agree that any dispute arising out of or related to these Terms or the Services is personal to you and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
14.6 We will use commercially viable means to provide email-based technical support services, but may be unable to respond timeously, especially during times of high volume of complaints.
15. Miscellaneous
General. This Site is intended for use by persons who are at least 18 years of age or older. Cumulative Rights. Except as otherwise provided herein, no rights or remedies of the Company in these Terms of Use are exclusive, but are cumulative of all other rights and remedies.
Assignment. The rights and obligation of the Company under these Terms of Use may be assigned or delegated, in whole or in part, by the Company to an affiliate or a third party in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign or delegate these Terms of Use, in whole or in part, and any attempt to do so will be null and void.
Headings. Headings and captions contained in these Terms of Use are included for convenience only, and are not intended to define or govern the interpretation of any section or provision hereof.
Severability of Terms. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed deleted from the Terms of Use and replaced with a provision that approximates, as nearly as possible, the intent of the offending provision while remaining valid, legal and enforceable. All other provisions of these Terms of Use shall remain in full force and effect
This statement of Terms of Use governs access to, or use of, any services of SIMPLE MERCHANT INTEGRATED REWARD SERVICE ( Simple Merchant)(www.simplemerchant.org) provided by SIMPLE MERCHANT (the Company).
Accordingly, this is an agreement between Simple Merchant and its relevant affiliates and subsidiaries (collectively referred to herein as “the Company, Simple Merchant ”, “we”, “us”, or “our”) and You (together with the Company, the “Parties” and each a “Party”).
By using the Beep market value service , whether through www.simplemerchant.org or any associated website, API, or any mobile application (collectively, “Services”), you agree that you have read, understood, and accept all of the terms and conditions contained herein (the “User Agreement”), as well as our Privacy Policy as may be reviewed from time to time.
All references in these Terms of Use to the “Site” are deemed to refer to the website that you are visiting, including all functionality and services available through that website. You also agree to comply with all applicable laws and regulations.
The terms and conditions of this Agreement form an essential basis of the bargain between you and the Company.
If you are using the Site in your capacity as an employee, owner, or otherwise as an agent of another person or entity, you hereby affirm that you are authorized to represent such person or entity and, in that capacity, you agree that the person or entity that you represent will be bound by these Terms of Use. You further represent and warrant that you are of legal age to form a binding contract, and that no legal reason exists that we should deny you access to the Site. If, at any time, these Terms of Use are no longer acceptable to you, you should cease using the Site immediately.
In addition to these Terms of Use, certain services offered for subscription or use through the Site may be subject to their own terms and conditions.
Please be sure to review the applicable terms and conditions before using such services.
To the extent that there is a conflict between any terms of these Terms of Use and the terms and conditions specific to such services, the service-specific terms and conditions shall enjoy priority.
By becoming a User of www.simplemerchant.org , you agree to be contacted by us via communication modes including but not limited to email, SMS, MMS, and telephone calls.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT IF WE CANNOT RESOLVE A DISPUTE THROUGH OUR USER OPERATIONS TEAM, ALL DISPUTES ARISING UNDER THIS USER AGREEMENT SHALL BE SETTLED IN FINAL BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO LITIGATION BEFORE THE REGULAR COURT AND PARTICIPATION IN A CLASS ACTION LAWSUIT.
Please carefully review these Terms before using the Services or accessing any data here.
Any use of the Services creates a binding agreement to comply with these Terms.
If you do not agree to these terms without limitation or exclusions, you must exit this interface immediately.
1. GENERAL USE AND CONDUCT
1. Eligibility
By entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Cookie Policy and the Privacy Policy as incorporated herein, as amended from time to time.
In order to use Services provided by www.simplemerchant.org , you may be required to provide certain identifying information pursuant to our know-your-customer.
1. Modification
1.2.1 We may change the terms of this User Agreement at any time. Any such changes will take effect when posted on the Simple Merchant website, or when you use the Services. If you have supplied us with an email address through the newsletter, we will also attempt to notify you by email of changes to this User Agreement.
1.2.2 It is your responsibility to update your contact information and sign up to our newsletter, including but not limited to the email address provided to us (if any); failure to do so may result in you not receiving notice of any such changes to the User Agreement.
1.2.3 Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the extant User Agreement.
1.3 Non Waiver
The Company’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision, and no waiver by us of a breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
1.4 Applicable Laws and Regulations
Your relationship with us and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (“Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law. You agree to abide by all such laws and regulations, including those relating to intellectual property, defamation, privacy, and the transmission or exportation of data. You also agree that you will not do or assist any third party to do, any of the following:
● interfere with another user's use or enjoyment of the Site;
● access the Site through an unauthorized interface or in any other unauthorized manner;
● modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, or in any way make the Site available through any media to any third party;
● use any robot, spider, site search/retrieval application, or other manual or automatic device or process to access, search, download, retrieve, index or "data mine" any content or data from the Site, or in any way reproduce or circumvent the navigational structure or presentation of the content available through the Site;
● interfere with or disrupt the proper working or the security of the Site, or any services or activities conducted on or through the Site, including by "hacking" or defacing any portion of the Site;
● introduce any virus or other computer programme or programming routine that may damage or interfere with the operation of the Site, any content from the Site, any services or activities conducted on or through the Site, or any system;
● unlawfully intercept any data or confidential or personal information; or
● interfere with or disrupt any network connected to the Site.
● send junk e-mail, chain letters, duplicative or unsolicited messages, advertisements;
● misrepresent (by statement or by omission) your identity, credentials, affiliations or experience, or impersonate any person or entity;
● stalk, threaten, or otherwise harass any person or entity;
● provide material support or resources to, or conceal or disguise the nature, location, source, or ownership of material or resources of, any organization designated as terrorist organization pursuant to any national or international laws.
2. DEFINITIONS
2.1 "API" means application programming interface, and is not a Service, as defined below.
2.2 "Fork" means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by the Company.
2.3 "Service" means one or more features provided or operated by HarnessRA via website or local application (mobile, desktop, or otherwise), including but not limited to: (a) a wallet service consisting of software that permits you to self-custody virtual currency, organize network addresses, view transaction history and transact in virtual currencies (the “Wallet”), (b) a noncustodial conversion service that allows you to exchange or convert one virtual currency for another (“Conversion Service”); and (c) third party conversion services that allow you to convert one virtual currency for another (“Third Party Conversion Service”)
2.4 "User Account" means an account for Services associated with both (a) a Wallet and (b) a verified identity approved in accordance with Simple Merchant Compliance Program. A Wallet is not, by itself, a User Account.
2.5 "Virtual Currency" means a cryptocurrency, digital currency, digital asset, crypto asset, Crypto Token or other such similar term describing it, for example, Bitcoin but does not include a derivative of a virtual currency or a security.
3. Simple Merchant USER ACCOUNT
3.1 Account Creation
3.1.1 Creating your own User Account may require you to use multiple methods of authentication or verification, and depending on the specific Service provided, may require you to complete our Compliance/On-boarding Program.
3.1.2 You agree and understand that you are solely responsible for managing and maintaining the security of any information relating to your login credentials and agree that Simple Merchant will not be held responsible (and you will not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer.
3.1.3 You agree that you will not permit access to your login credentials to any other party and will not hold Simple Merchant responsible for any actions taken by individuals unauthorized to access your User Account.
3.1.4 The Company may offer optional enhanced security features for your Simple Merchant Account (including, for example, two-factor authentication). We encourage, but may not require, you to use any such enhanced security features. If you do enable enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.
3.2 Compliance/On-boarding Program
Your access to one or more Simple Merchant Services may be contingent upon successful completion of on-boarding processes which include verification of your identity and source of funds, and additional information we may request from time-to-time. The information we request may include, without limitation, personally identifiable information such as name, address, telephone number, date of birth, taxpayer identification or social security
number, official government-issued photo identification, and bank account information. In providing this information to us you represent that it is accurate and agree to update your User Account information promptly, but in no event later than 30 days following any change in your User Account information. Failure to provide this information or update it promptly may result in certain Simple Merchant Services being unavailable to you.
3.3 User Account Suspension or Termination.
3.3.1 You may close your User Account at any time, at your sole discretion. Depending on the Services available to you in your User Account, you may be required to take certain actions in order to complete a pending transaction or provide additional information prior to closing such User Account. You are solely responsible for any fees already incurred or associated with the closing of your User Account, whether incurred directly by you from Simple Merchant, or incurred by Simple Merchant on your behalf with a third party in order to complete any such action. Closing your User Account may not result in the deletion of information we hold about you.
3.3.2 You agree and understand that Simple Merchant reserves the right, in our sole discretion, to immediately suspend, freeze, or terminate your User Account or any Wallet in the event that you are suspected of having violated any provision of this User Agreement, believed to be in violation of Applicable Law, or are believed to be involved in activities or conduct detrimental to Simple Merchant.
4. THE WALLET
4.1. Description
4.1.1 The Wallet is provided to you by the Company on a rewards based construct. At no point will Simple Merchant ever take custody or control over Virtual Currency stored in your Wallet.
4.1.2 When you create a Wallet, the Wallet software generates a cryptographic private and public key pair that you may use to send and receive any supported Virtual Currency via the relevant Virtual Currency network. You are solely responsible for storing, outside of the Services, a backup of any Wallet, private key or transaction information that you maintain in your Wallet or otherwise with the Services. If you do not maintain a backup of your Wallet data outside of the Services, you may not be able to access Virtual Currency previously accessed
using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Virtual Currency. We are not responsible for maintaining this data on your behalf.
4.2 Risk Disclosures Relating to the Wallet.
4.2.1 In order to be completed, any Virtual Currency transaction created with the Wallet must be confirmed and recorded in the Virtual Currency ledger associated with the relevant Virtual Currency network. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by the Company.
4.2.2 The Company has no control over any Virtual Currency network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant Virtual Currency network. You agree and understand that the transaction details you submit via our Services may not be completed, or may be substantially delayed, by the Virtual Currency network used to process the transaction. We do not guarantee that the Wallet can transfer title or right in any Virtual Currency or make any warranties whatsoever with regard to title.
4.2.3 Once transaction details have been submitted to a Virtual Currency network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. The Company has no control over any Virtual Currency network and does not have the ability to facilitate any cancellation or modification requests.
4.3 In the event of a Fork, Simple Merchant may not be able to support activity related to your Virtual Currency. You agree and understand that, in the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. Simple Merchant is not responsible for any loss incurred by you in whole or in part, directly or indirectly, by a Fork.
4.4 No Password Retrieval.
4.4.1 With respect to the Wallet, the Company does not receive or store your Wallet password, nor any keys, network addresses or transaction history. We are unable to assist you with Wallet password retrieval. You are solely responsible for remembering, storing and keeping your Wallet password. Any Virtual Currency you have associated with such a Wallet may become inaccessible if you do not know or keep your Wallet password. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier or password) can dispose of virtual currency in your wallet.
4.4.2 When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur under your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.
4.5 Depending on the nature of a proposed transaction using your Wallet, Simple Merchant may where it is applicable, charging you for service fees. The service fees will be displayed prior to you incurring the fee. Network fees (including, without limitation “miner’s fees”) required to use a Virtual Currency network may apply to a transaction. We may attempt to calculate such a fee for you. Our calculation may not be sufficient, or it may be excessive. You may select a greater or lesser fee. You are solely responsible for paying any such fee and Simple Merchant will neither advance nor fund such a fee on your behalf, nor be responsible for any excess or insufficient fee calculation.
5. No Broker or Fiduciary Relationship
You acknowledge that the Company is not your professional advisor and has no fiduciary relationship or obligation to you in connection with any transactions or other decisions or activities affected by you using the Simple Merchant Services. No communication, feature or information provided to you by Simple Merchant is intended as, or shall be considered or construed as, advice.
6. Promotions
We may, may from time to time, conduct promotions including contests and sweepstakes ("Promotions"). Each Promotion is offered subject to additional terms and conditions, which will be posted or otherwise made available to you.
7. General Risk Factors
7.1 You agree and understand that there are risks associated with utilizing Simple Merchant Services including, but not limited to, market uncertainties and fluctuations, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your public and private keys. You accept and acknowledge that the Company has no control over such associated risks and will not be responsible for any harm or loss occurring as a result of such risks. You also agree and understand that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
7.2 The risk of loss in using Simple Merchant Services may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable.
7.3 Virtual Currencies are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around Virtual Currencies is constantly changing and may affect your ability to use, transfer, or exchange Virtual Currencies.
8. Indemnity
You agree to defend, indemnify, and hold the Company, its affiliates, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Agreement.
9. Force Majeure
9.1 Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not
limited to any Act of God, terrorism, war, political or religious insurgence, insurrection, riot, civil unrest, act of civil or military authority, disease/virus outbreak, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen.
9.2 Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.
10. Links to Third Party Sites, Links and Content
10.1 Content available through the Site may contain links to other Internet websites (including links provided by Simple Merchant on its own behalf or on behalf of Simple Merchant customers). We neither control nor endorse such Third Party Content, Websites, nor have we reviewed or approved any information or content that appears on such other websites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, timeliness, quality, safety or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content. We recommend that you take reasonable precautions with regard to any links that you choose to click through (including any information or content that you choose to download through those links (for example, scanning for viruses)), as you do so at your own risk.
10.2 You agree and understand that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
11. Intellectual Property
11.1 Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with our Services, are the property of Simple Merchant or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Simple Merchant Services.
11.2 You accept and acknowledge that the material and content contained through our Services is made available lawfully only and that you may only use such material and content for the purpose of using the Simple Merchant Services.
11.3 You further acknowledge that any other use of content from the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Simple Merchant Services on any copy you make of the material but failing to do so shall not prejudice Simple Merchant intellectual property rights therein.
11.4 You may not sell or modify materials derived or created from Simple Merchant Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of the materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from Simple Merchant Services without our express, written permission.
11.5 Any rights not expressly granted herein to use the materials contained on or through our Services are reserved by Simple Merchant.
12. Accuracy of Information and Record Keeping
12.1 We will use reasonable efforts to verify the accuracy of any information displayed, supplied, passing through or originating from the Simple Merchant Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it and take full responsibility for any decisions or actions taken based upon such information.
12.2 You agree and understand that we make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Simple Merchant Services, information and functions made accessible through the Services.
12.3 You agree and understand that, depending on the Services used by you, Simple Merchant reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your User Account. These records shall be for the purposes of record keeping, target marketing and regulatory compliance.
12.4 Additionally, Simple Merchant will own any feedback, suggestions, ideas, or other information or materials regarding Simple Merchant or its Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to Simple Merchant all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
12.4 The Company may, from time-to-time, respond to requests from law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Simple Merchant Services.
13. Limitation of Liability
13.1 In no event will the Company be liable for (a) any indirect, special, consequential, punitive, or exemplary damages or (b) any damages whatsoever in excess of the amount of the transaction in issue or under dispute. The Company shall not be liable for any damages resulting from loss of revenues, profit, goodwill, use, economic prospect, business interruption, or other tangible or intangible losses, arising out of or in connection with this Site or Simple Merchant Services whether such damages are based on warranty, contract, tort, statute, or any other legal theory.
13.2 All transactions and use of Simple Merchant Services on this Site, monetary and otherwise, are non-refundable, non-exchangeable and non-reversible, save and except in the event of proven gross negligence on the part of or Simple Merchant its representatives, in which event the you agree that you shall only be entitled to a refund of the amount actually received by Simple Merchant with respect to the transaction done by the you.
13.3 At all times, Simple Merchant shall use its best endeavour to ensure the security of its services. You acknowledge that Simple Merchant shall not be liable for any form of fraud or financial loss occasioned by a breach of security, loss of data arising from your negligence, omission or other conducts.
13.4 The Company accepts no liability for goods and services purchases in any transaction with a third party. We may intervene in disputes between users and merchants concerning payments but have no obligation to do so.
14. Dispute Resolution and Technical Support
14.1 With the exception only of disputes related to the enforcement or validity of the Company’s intellectual property rights, all disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS SET OUT EARLIER.
14.2 In this Arbitration Section “Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between us and you (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Arbitration Section.
14.3 Any Claim shall be resolved, upon the election of either us or you, by binding arbitration administered by the Lagos Multidoor Courthouse in accordance to the Arbitration and Conciliation Act, Laws of the Federation of Nigeria 2004. Any arbitration under this Agreement will take place on an individual basis.
14.4 Claims will be arbitrated by a Sole Arbitrator mutually appointed by parties. If parties are unable to agree within 10 (ten) business days, either party may apply to the Lagos Multi-door Courthouse who shall appoint the Sole Arbitrator. Arbitration will be held in English Language and the seat of arbitration shall be Lagos, Lagos State, Nigeria.
14.5 You agree that any dispute arising out of or related to these Terms or the Services is personal to you and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
14.6 We will use commercially viable means to provide email-based technical support services, but may be unable to respond timeously, especially during times of high volume of complaints.
15. Miscellaneous
General. This Site is intended for use by persons who are at least 18 years of age or older. Cumulative Rights. Except as otherwise provided herein, no rights or remedies of the Company in these Terms of Use are exclusive, but are cumulative of all other rights and remedies.
Assignment. The rights and obligation of the Company under these Terms of Use may be assigned or delegated, in whole or in part, by the Company to an affiliate or a third party in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign or delegate these Terms of Use, in whole or in part, and any attempt to do so will be null and void.
Headings. Headings and captions contained in these Terms of Use are included for convenience only, and are not intended to define or govern the interpretation of any section or provision hereof.
Severability of Terms. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed deleted from the Terms of Use and replaced with a provision that approximates, as nearly as possible, the intent of the offending provision while remaining valid, legal and enforceable. All other provisions of these Terms of Use shall remain in full force and effect
