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
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
binding contract, and that no legal reason exists that we should deny you access to the Site. If, at
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
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
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
order to use Services provided by www.simplemerchant.org , you may be required to
provide certain identifying information pursuant to our know-your-customer.
1.2.1 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
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
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
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
● 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.
2.1 "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
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
4.1.1 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
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.
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.
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
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
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
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
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
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
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
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
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
null and void.
convenience only, and are not intended to define or govern the interpretation of any section
or provision hereof.
competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision
approximates, as nearly as possible, the intent of the offending provision while remaining
force and effect