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Your Agreements with us:
Click on any of the sections below to read the terms and conditions and the privacy policy for your country.
Last Updated: May 2, 2023
1. User Agreement
This User Agreement (“Agreement”) is a contract between you (“you” or “your”) and Afriex, Inc.® (“the Company” or “Afriex”), its affiliates, agents, and assigns (collectively, “the Company,” “we,” “us,” or “our”). This Agreement sets forth the terms and conditions for your use of Afriex products and services and any other Afriex features, technologies, and / or functionalities offered by the Company on our website available at www.afriexapp.com (“Website”), as well as in the Afriex app (“Afriex app”) or through any other products and services offered, operated or made available by Afriex services (collectively, the “Services”). Afriex Services are provided to you subject to this Agreement as well as our Privacy Policy (“Privacy Policy”) which is incorporated in this Agreement under Privacy Policy in Section 6.
THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 32 BELOW FOR MORE INFORMATION.
2. Acceptance of Agreement
Please carefully review this Agreement before using the Website or Services, or accessing any data therein. If you do not agree to these terms, you may not access or use the Website or Services. To use Afriex’ Website, or Services, you must be of legal age to form a binding contract with Afriex and not prohibited by law from using the Website or Services.
3. Third-Party Agreements
You acknowledge and agree that this Agreement is between you and Afriex, not with any third-party (including, but not limited to, Apple® (“Apple”), Google® (“Google”) or any mobile carrier), and that the Company is solely responsible for Afriex Services. Your use of Afriex Services may be subject to separate agreements you may enter into with your mobile device operating system provider, (e.g., Apple, Google, or Microsoft® (“Microsoft”), your mobile device manufacturer, (e.g., Apple, Samsung® (“Samsung”)), your mobile service carrier, (e.g., AT&T® (“AT&T”) or Verizon® (“Verizon”)), and other parties involved in providing your mobile device service. Third-party operating system providers such as Apple, Google, and Microsoft, your phone or other mobile device manufacturer, your wireless carrier or other network provider, any other product or service provider related to your mobile device service are collectively referred to as (“Covered Third Parties.”) You agree to comply with all applicable third-party terms of agreement when using Afriex Services. The Company is not a party to those agreements and has no responsibility for the products and services provided by third parties.
4. Modification of this Agreement
Afriex reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Website. You should check this Agreement on the Website periodically for changes. All changes shall be effective upon posting, and we will also revise the “last updated” date stated above. Your continued use of the Website or Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Afriex may terminate, suspend, change, or restrict access to all or any part of the Website or Services at any time without notice or liability in its sole discretion.
5. Consent to Electronic Communications
5.1. Communications to Be Provided in Electronic Form
By choosing to use the Website or Services, you may receive disclosures, notices, documents, and any other communications about the Website, Services, or Afriex from Afriex (“Communications”) from time to time. We can only give you the benefits of our Services by conducting business through the Internet and, therefore, we need you to consent to receiving Communications electronically. We may discontinue electronic provision of Communications at any time at our sole discretion. If you do not consent to receiving all Communications electronically, or later attempt to revoke your consent, you will no longer be authorized to access the Website or use the Services.
5.2. Communications in Writing
By accepting this Agreement, you agree that electronic communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically, as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. You will need a valid email address and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
5.3. Updating Records
As noted above, you can update your User Information (as defined in Section 10.A.) by accessing your Afriex account and updating your User Information.
6. Privacy Policy
Afriex maintains a Privacy Policy, available at afriexapp.com/privacy-policy, which details what data we collect, and how we collect it and use it. Our Privacy Policy is fully incorporated into this Agreement. We reserve the right to update the Privacy Policy at any time at our discretion, and that any changes made to our Privacy Policy are effective when the updates are live on the Website. Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy and protecting your data, as well as our use and disclosure of your information. If you receive information about another Afriex customer through the Services, you must keep the information confidential and only use it in connection with the service. You may not disclose or distribute an Afriex user’s information to a third party or use the information for marketing purposes without that user’s express consent.
7. Mobile Applications
7.1. Third-Party Operating System Providers, Phone Manufacturers, and Wireless Carriers
Afriex’ mobile application works on an application linked to a particular device and operating system, such as Apple’s iOS operating system. The Company is solely responsible for providing maintenance and support services for Afriex Services. Covered Third Parties have no obligation to provide maintenance or support services for Afriex Services. Covered Third Parties have no warranty obligations whatsoever with respect to Afriex Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of Afriex Services to conform to any warranty provided by the Company, if any, will be the Company’s sole responsibility. The Company, not any Covered Third Parties, is responsible for addressing any claims relating to the Afriex Services, including, but not limited to:
I. product liability claims;
II. any claim that Afriex Services fail to conform to any applicable legal or regulatory requirement;
III. claims arising under consumer protection or similar legislation; and,
IV: intellectual property claims.
Please contact us at hello@afriex.co on how to contact the Company. If you are using Afriex Services on an Apple device, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the Services.
7.2. Services via SMS or Mobile Data
By using the service you consent for Afriex to send you SMS messages about your transactions, as well as any promotions related to the Afriex product. Message frequency varies.
(a) When signing up for Afriex, you may receive sms messages to verify your identity, reminders about the status of your payments and marketing messages
(b) You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
(c) If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly by emailing us at hello@afriex.co or calling us at 1866-627-5738.
(d) Carriers are not liable for delayed or undelivered messages5. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive occasional messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
(e) If you have any questions regarding privacy, please read our privacy policy: https://www.afriexapp.com/privacy-policy
8. Limitations of Use
8.1. You agree that you will not:
(a) try to reverse engineer, disassemble, decompile, or decipher the Website, or the Services or software comprising the Website and Services;
(b) navigate or search the Website or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders);
(c) use a means other than Afriex provided interface to access the Website, or the Services;
(d) use the Website or the Services in a way that could impair, overburden, damage, or disable any portion of the Website or Services; or
(e) mirror any material or content contained on the Website or the Services.
8.2. Afriex reserves the right to:
Take various actions against you if we believe you have engaged in activities restricted by this Agreement or by any laws or regulations. Afriex also reserves the right to take action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to:
(i) updating information you have provided to us so that it is accurate;
(ii) limiting or completely closing your access to the Website or the Services;
(iii) suspending or terminating your ability to use the Website or Services on an ongoing basis;
(iv) taking legal action against you; and / or
(v) holding you liable for the amount of Afriex’ damages caused by any violation by you of this Agreement or any applicable law or regulation.
9. Intellectual Property Rights
The Website and the Services are owned and operated by Afriex. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, “Afriex Materials”) are owned exclusively by Afriex or its licensors or suppliers and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws.Nothing on the Website or about the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Afriex Materials displayed on the Website or the Services except as expressly set forth herein, without our prior written consent in each instance. You may not use, copy, display, distribute, modify, or reproduce any of the Afriex Materials found on the Website or Services unless in accordance with written authorization by us. Any questions concerning any Afriex Materials, or whether any mark or logo is a Afriex Material, should be referred to Afriex. All rights related to the Afriex Materials are hereby reserved.You agree that the Afriex Materials may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Afriex. You acknowledge that Afriex Materials are and shall remain the property of Afriex. You may not modify, participate in the sale or transfer of, or create derivative works based on any Afriex Materials, in whole or in part.
10. Afriex Service Terms
Afriex Services allow you to make payments to and accept payments from third parties. You may use the Afriex Services on your mobile device, or, if you are an approved merchant, you may accept Afriex payments through your mobile application or website. Afriex is a licensed provider of money transfer services, and all money transmission is provided by Afriex’ licenses. The Company has no responsibility for the actions of your transfer recipient or for the subject of the transfer. Afriex does not guarantee the identity of any user of Afriex Services or that a sender or a recipient can or will complete a transaction.
10.1. Eligibility, Account Registration, and User Information Accuracy and Updates
To access the Services, you must create an account on the Afriex Platform (“Afriex Account”), including the creation of a Login ID and password and become a user (“User”).You agree to provide accurate, current, and complete information—such as your legal name, your company name if you are opening a business account, a physical mailing address and your P.O. Box (for businesses only), a personal and / or business cellular/wireless telephone number that you own, and a business email address, and an email address—as may be prompted during account registration, in connection with your use of the Services, or as otherwise requested by Afriex (“User Information”). You further represent that you are authorized to provide us with all User Information and other information you provide to us to facilitate your use of the Website and Services.Should you believe or have reason to believe that any of your User Information, including your Login ID and / or password, has been compromised, or that another person is or may be accessing your Afriex Account, you agree to change your password and notify us as soon as possible at afriexapp.com/support or at hello@afriex.co, or at 1-(866) 627-5738.
10.2. Types of Accounts
We offer two different types of accounts, personal and business accounts.
Personal
You may have only one personal account. Personal accounts are for use in person-to-person transfers with friends and family, and other people whom you know. Personal accounts may also be used to make Authorized Merchant Payments as described in this Agreement. Some features of personal accounts may be limited based on how you wish to use Afriex’ Services, how much you need to send or spend and what we know about you. We may require that you provide more information in order to complete a transaction.Personal accounts may not be used to receive business, commercial or merchant transactions unless your occupation falls under the U.S. Department of Labor’s (“DOL”) definition of a Gig Worker (“Gig Worker”), (e.g., consultant, freelancer). When opening Business accounts, you are required to list your occupation as a Gig Worker, provide a description of your Gig position, and provide proof of your place of employment as a Gig Worker so that we may verify that your occupation falls under the U.S. DOL’s Gig Worker guidelines.
Business
For each business you are involved with, you may have only one business account. Business account use is limited. Business accounts must be applied for and explicitly authorized. By opening a business account and accepting the terms as outlined in this Agreement, including, but not limited to, the Rules and Restrictions for Business Accounts set forth below, you attest that neither you nor your business is establishing a business account primarily for personal, family or household purposes. We may reverse or place a hold on your transactions or place a reserve on your funds if you are in breach of this Agreement, including, but not limited to, if you are using a personal account for business purposes or a business account for personal, family or household purposes.
10.3. Identity Authentication
You hereby authorize the Company, directly or through third parties, to make any inquiries we consider necessary to validate your identity and / or authenticate your identity and account information and, for business accounts, your company or employer. This may include asking you for further information and / or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources. This process is for internal verification purposes.
10.4. Transaction History
You have the right to receive an account statement. You may view your account statement by logging into your Afriex account.
10.5. Sending Money Limits
We may, at our discretion, impose limits on the amount of transactions you conduct through Afriex Services. Please see our FAQs for more details on limits. If we have authenticated your identity, we may increase your transaction limits. These limits may change from time to time at the Company's sole discretion. You may not send money to your own account.
Default Funding Sources
Your Afriex balance consists of the funds you have in your Afriex account that are available for new transactions and are not subject to pending transactions. When you make a payment through Afriex Services, we first see if your Afriex balance can cover the transaction. You may also be able to fund payments with multiple Bank Account(s), designating one of these to be your primary funding source. We always use your Afriex balance first if the balance is sufficient to cover your payment. If there is not enough money available in your Afriex balance to cover the transaction, we will block the transaction from going through and you will receive an “Insufficient Balance” notice. If you do not want to use your balance, you can withdraw it at any time by Cashing Out to one of your linked Bank Account(s).
Funding Source Limitations
In order to manage risk, the Company may limit the funding sources available for your use to fund any particular transaction. For example, we may limit the number of times a Bank Account(s) can be used as a funding source for various Afriex Wallets (“Wallets”). Please note that the various funding sources have different dispute resolution rights and procedures in the event your transaction turns out to be unsatisfactory. Your dispute resolution rights are determined by the funding source used to fund your transaction.
Fees for Sending Money
Afriex reserves the right to charge a fee(s), indicated in the Fees Schedule, for any of its products or services.
11. Payment Investigation
Payment investigation is a process by which the Company reviews certain potentially high-risk transactions. If a payment is subject to payment investigation, the Company will place a hold on the payment and may provide notice to the recipient. The Company will conduct a review and either clear or cancel the payment. If the payment is cleared, the Company will provide notice to the recipient. Otherwise, the Company will cancel the payment and the funds will be returned. The Company will provide notice to you by email and / or in the account history tab of your Afriex account if the payment is canceled. The Company also reserves the right to freeze or block accounts that we deem to have acquired funds illegitimately. Additionally, in the case you are unable to provide the original source of funds from your Bank Account(s) into Afriex, where investigations are on-going, the Company also reserves the right to freeze your account.
12. Risk of Reversals + Chargebacks + Claims
When you receive a payment, you are liable to the Company for the full amount of the payment plus any fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment, plus applicable fees if you lose a claim or a chargeback, or if there is a reversal of the payment. You agree to allow the Company to recover any amounts due to the Company by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse the Company through other means. If the Company is unable to recover the funds from your primary funding source, the Company may attempt to contact you, the Company may recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law.
13. Account Balances
13.1. Balance
You need to maintain a balance in your account in order to make payments. If you do hold a balance, the Company will hold your funds separate from its corporate funds, will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make your funds available to its creditors in the event of bankruptcy. While your funds are in our custody, the Company will combine your funds with the funds of other users and place those pooled accounts in one or more bank accounts in the Company’s name. The Company is not a bank or other chartered depository institution. Funds held by the Company or its service providers (including any bank service providers) in connection with the processing of transactions are not deposit obligations and are not insured for the benefit of the user by the Federal Deposit Insurance Corporation or any other governmental agency. Funds held in balance are an ancillary function of enabling money transmission and not for other benefits.
13.2. Assignment of Interest to the Company
You agree that you will not receive interest or other earnings on the funds that the Company handles and places in pooled accounts. The Company does not typically receive interest on funds held for its users. However, in consideration for your use of the service, you irrevocably transfer and assign to the Company any ownership right that you may have in any interest that may accrue on funds held in pooled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants the Company any ownership right to the principal of the funds you maintain with the Company.
13.3. Negative Balances
If the balance in your account is negative for any reason, the Company may set off the negative balance by deducting amounts you owe the Company from money you receive into your account, or money you attempt to withdraw or send from your account. You agree to allow the Company to recover any amounts due to the Company by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse the Company through other means. If the Company is unable to recover the funds from your primary funding source, the Company may attempt to contact you, the Company may recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law.
13.4. Setoff of Past Due Amounts
If you have a negative balance or other past due amount to the Company, the Company may make attempts on your funding source to cover the amounts. If the Company is unable to recover the funds from your primary funding source, the Company may attempt to contact you, the Company may recover the funds from your alternate funding sources, or may take other legal actions to collect any amounts that are more than 14 days past due, to the extent allowed by applicable law.
13.5. Refund Policy
In the event of a system malfunction ("bug") where the company later establishes that the customer benefited more than they rightfully own, the company has the sole discretion, based on its assessment, to debit the customers Afriex wallet for the excess funds and to use any means legally available to recover the monies back from the customer.
13.6. Security Interest
To secure your performance of this Agreement, you hereby grant to the Company a lien on and security interest in your account and agree to execute any further documentation to perfect these the Company rights.
14. Transferring Funds Out of Afriex Accounts
14.1. Options
You may transfer funds to your linked Bank Account(s) using the standard transfer option. We don’t offer the ability to access funds via ATM or at retail locations.
14.2. Transfer Limits
We limit the amount you can transfer out of Afriex at a given time.
14.3. Transaction Reviews
We review account and transaction activity at various times, including when you initiate a transfer of funds out of Afriex. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you have transacted comply with this Agreement. Reviews may result in:
1) delayed, blocked or cancelled transfers;
2) funds being held by Afriex;
3) funds being applied to a negative Afriex account balance or used to offset loss incurred by Afriex;
4) account suspension or termination;
5) funds being seized to comply with a court order, warrant or other legal process; and / or
6) funds you previously received being reversed (i.e., sent back to the sender’s Afriex balance.
In connection with our review process, you may be required to provide us with additional information and / or documentation to verify your identity. We may limit your account and your access to funds in it until verification is completed.
14.4. Fees
Afriex may charge a fee for transfers out of Afriex using the standard transfer option (i.e., transfers using your linked Bank Account(s). Please see our FAQs for more information on fees. Fees may change from time to time at our sole discretion.
15. Closing Your Account(s)
As long as there are no pending, or in progress transactions, or an investigation, you may close your account(s) at any time. You may close your account(s) by emailing us at hello@afriex.co or at afriexapp.com/support and requesting that we close your account(s). It may take up to 30 days for your account(s) closure to be complete.
15.1. Limitations on Closing Your Account(s)
You may not close your account(s) to evade a payment investigation. If you attempt to close your account(s) while we are conducting an investigation, we may hold your funds for up to 180 days to protect the Company or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your account(s) even after the account(s) is closed.
16. Transaction Holds
16.1. High-Level Risk
Afriex, in its sole discretion, may hold a payment you received for a transaction when the Company believes there may be a high-level of risk associated with the transaction. If the Company places a hold on your payment, it will show as “pending” in your Afriex account until the Company completes an investigation.
16.2. Release of Item Hold
The Company will release the payment hold after 21 days unless we receive a dispute, claim, chargeback, or reversal on the transaction subject to the hold. The Company may release the hold earlier if the sender of funds provides us confirmation, the Company is able to confirm proper delivery, or the Company otherwise completes its investigation.
16.3. Additional Hold Period
If you receive a dispute, claim, chargeback, or reversal on the transaction subject to the item hold, the Company may hold the payment in your account until the matter is resolved pursuant to this Agreement.
17. Account(s) Hold + Reserves
For high volume accounts, including business accounts, the Company may, in its sole discretion, place a reserve on funds held in your account(s) when it believes there may be a high-level of risk associated with your account(s). If your account(s) is subject to a reserve, the Company will provide you with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into your account(s) are held for a certain period of time, or that a certain amount of money is held in reserve, or anything else that the Company determines is necessary to protect against the risk associated with your account(s). The Company may change the terms of the reserve at any time by providing you with notice of the new terms.
18. Statements
You may at any time view or download a statement of Money issuances, Payment Transactions and Redemptions made to or from your Wallet via the App in a section labeled “Account History” and we shall make available to you a monthly account statement for the previous 12 months from the date of your request. If this statement shows any transaction which was not made by you, please report this by reaching out to us at hello@afriex.co
19. Fees
19.1. Fees Schedule
You are obliged to pay us the fees outlined in the Fees Schedule for the services provided to you by us under this Agreement.
In case there is a Fee included in the Fees Schedule for a service provided to you, then we shall debit funds from your Wallet accordingly without notifying you.
In case there is monthly fee included in the Fees Schedule for a service provided to you, then we shall debit the respective amount from your Wallet in advance on the Business Day that the relevant service was first provided to you and then the same Business Day in each subsequent month, unless the Agreement or the Fees Schedule indicates otherwise.
19.2. Following a Payment Transaction
You are liable to us for the full amount of the payment plus any additional fees incurred if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the sum of the Payment Transaction, plus applicable fees if you make an unsuccessful claim or a chargeback, or if there is a reversal of the Payment Transaction. You agree to allow us to recover any amounts due to us by deducting the relevant sum from your Wallet. If there are insufficient funds in your Wallet to cover the amount due, you agree to reimburse us through the other means including those set out in Section 20 (Funding Your Wallet).
If we make a payment to you for a claim, reversal, or chargeback that you file with us against a recipient of your payment, you agree that we assume your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, at our discretion.
20. Funding Your Wallet
20.1. Once Your Account Has Been Opened
Money can be issued to you and credited to your Wallet in exchange for a payment made by an Accepted Payment Method.
20.2. When You Wish to Purchase Money
You must log in to the App and enter the details of the Accepted Payment Method you wish to use to purchase the Money via a payment page dedicated for this purpose.
20.3. Transfers of Funds for the Purchase of Money by Card are Executed by the Institution Having Issued the Card
Any dispute surrounding such a transfer must be notified to the Card issuer. We are not authorized to cancel such a purchase once you have made a payment request (although you may opt to redeem any Money purchased, subject to any applicable Fees (as set out in the Fee Schedule)).
20.4. Order for Payment
Acceptance by us of an order for payment by an Accepted Payment Method does not guarantee that you will receive the corresponding Money in your Wallet. The issuing of Money to your Wallet is conditional upon actual receipt by us of the cleared funds transferred minus any applicable Fees (as set out in the Fees Schedule).
20.5. Crediting Your Funds
We will issue Money to your Wallet once we have received cleared funds. For some deposit methods such as Card, we will credit the Money funds to your Wallet as soon as possible subject to our right of reversal. This means if the actual amount you intended to upload does not reach us within a reasonable time, we may deduct such amount from your Wallet. If you do not have enough money in your Wallet for this purpose, we can demand repayment from you using other methods.
20.6. Currency Conversion
You accept and agree that any currency other than sterling (as your Wallet is denominated) loaded / reloaded into your Wallet will be converted into sterling at the rate of exchange applied by our internal payment providers or bank plus any applicable fees. You accept that such conversion shall be entirely at your own cost and risk. For every currency conversion, we will apply our then current exchange rates which are updated regularly. The applied exchange rate will be provided to you before the confirmation of the Payment Transaction.
20.7. Your Nominated Account
Any Money issued to your Wallet in exchange for a payment by way of bank transfer must be sent from your Nominated Account.
20.8. Placing a Reserve on Funds
Held We may, in our sole discretion, place a reserve on funds held in Wallets with a high volume of Payment Transactions when we believe there may be a high level of risk associated with the Wallet. If a Wallet is subject to a reserve, we will provide notice specifying the terms of this reserve. These terms may require that a certain percentage of the amounts received into a Wallet is held for a certain period of time, or that a certain amount of Money is held in reserve, or anything else that we determine is necessary to protect against the risk associated with the Wallet. We may, subject to Section 17 as applicable, change the terms of this reserve at any time by giving notice of these new terms.
20.9. Negative Balances
If the balance of your Wallet is negative for any reason (or if there are any other past sums due to us), we may set off the negative balance by deducting amounts you owe us from funds you receive into your Wallet, or funds you attempt to withdraw or send from your Wallet. You agree to allow us to recover any amounts due to us by debiting your Wallet. If there are insufficient funds in your Wallet to cover the amount due, you agree to reimburse us through other means including:
1. Recovering the amount due from your Nominated Account;
2. Recovering the fees from your alternate funding sources; and / or taking other legal actions to collect the amount due, to the extent allowed by Applicable Law;
3. To secure your performance of this Agreement, you hereby grant to us a lien on and security interest in your Wallet and agree to execute any further documentation to perfect these rights of ours; and,
4. We safeguard all funds that have been received in exchange for Money that has been issued in accordance with its obligations under Applicable Law
21. Termination
Afriex may terminate this Agreement at any time, without notice, or suspend or terminate your access and use of the Website or the Services at any time, with or without cause, in Afriex’ sole and absolute discretion and without notice. The following provisions of this Agreement shall survive termination of your use or access to the Website or the Services: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, General Provisions, and any other provision that by its terms survives termination of your use or access to the Website or the Services. Afriex further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Website or Services at any time with or without notice.
21.1. Upon the Termination of this Agreement, We Shall:
1. reject any Payment Transactions that have not yet been deemed to be received;
2. reject any Payment Transactions that have not yet been deemed to be received;
3. close your Wallet; and
4. redeem any remaining Money held in your Wallet to your Nominated Account, less any fees due and payable to us.
Following the transfer set out in this Agreement, we will have no further obligations towards you in respect of this Agreement.
If we are unable (for whatever reason) to redeem any remaining Money held in your Wallet to your Nominated Account following a termination, we will retain the credit balance in a segregated account until notified of a valid payment account (which would be capable of satisfying the requirements of a Nominated Account) to which it can transfer the funds.
Where there is an insufficient balance of Money to satisfy all fees due and payable to us, you will be required to transfer any outstanding amounts (after the amounts due and payable have been offset against the Wallet balance) to an account nominated by us within 5 Business Days.
We are not required to redeem any Money from your Wallet where you made a request for redemption more than six years after the date of termination of this Agreement.
21.2. Termination by Notice
Once this Agreement is effective, there is no minimum contract period. This Agreement shall continue until it is terminated. Termination shall be effected in accordance with the following:
1. You may terminate this Agreement at any time, subject to you emailing us at hello@afriex.co and requesting that we close your Account. It may take up to 30 days for your Account closure to be complete.
2. If you are an Individual or Micro-Enterprise, we may terminate this Agreement at any time, subject to providing you with a period of two months’ notice.
3. If you are a Large Enterprise, we may terminate the Agreement at any time on notice.
4. Where you have a Business Account, you may not terminate this Agreement to evade any investigation or review pursuant to Section 15 and Section 16. If you attempt to terminate this Agreement while we are conducting an investigation or review, we may hold your funds for up to 180 days to protect us or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties, and other liability. You will remain liable for all obligations related to your Account even after the Account is closed. Termination by us and right to refuse to provide services 13.6 In connection with our obligations under Applicable Law, we reserve the right to refuse to provide any services to you and the right to immediately terminate this Agreement entered into with you, in the occurrence of one or several of the following circumstances:
If You Are “Not” an Individual:
1. at least 18 years of age;
2. capable of entering into legally binding contracts;
3. a resident of a country in which we operate; and / or
4. a citizen of the United States.
If You Are of “A” Legal Entity:
1. where relevant, validly incorporated / registered (as appropriate);
2. capable of entering into legally binding contracts;
3. incorporated / registered (as appropriate) in a country in which we operate; and / or,
4. incorporated / registered (as appropriate) in the United States.
21.3. We are “Unable” to Apply One or Several Due Diligence Measures to You to its Full Satisfaction, Including Being “Unable”
1. to identify your purpose on using our services;
2. to verify your identity and, where relevant, that of any beneficial owners we consider relevant; and / or,
3. to obtain sufficient understanding supported by relevant documents and / or information on the origin of your funds, source of your wealth or other proof of your financial situation;
You do not, regardless of our demand, present us with additional information and / or documents, which we are obliged to collect under Applicable Law; and,
You carry out any activity in breach of Applicable Laws, or which we consider harmful (either to the App or to another person) or immoral;
You Have:
1. presented us with incorrect or insufficient information and / or documents;
2. not performed an obligation under this Agreement; or
3. caused damage to us or created a threat giving rise to such damage;
4. we suspect that you may be involved with or that the services provided to you may be used for money laundering, terrorist financing, fraud or any other illegal activity and we are unable to remove such suspicions;
5. there are circumstances related to you or a person affiliated with you which indicates to a higher risk of money laundering, terrorist financing, fraud or any other illegal activity and, in connection thereof, we do not wish to provide services to you;
6. you or a person affiliated with you are or has been the subject of an international financial sanction;
7. you have overdue payables to us for which we have the right to claim from you for interest for late payment;
8. a competent public authority or another competent authority, including any competent law enforcement authority, supervision authority, tax authority, court or bailiff, has given us a lawful order to terminate your Account or to restrict the services provided to you in any other way;
9. an administrator of an international clearing system, including an international card organisation, a correspondent bank working with us or any other intermediary to the services provided to you demands that we restrict the services provided to you; and / or,
10. we may not provide services to you under Applicable Law and / or we have the right under Applicable Law to refuse from providing services to you and / or we have the right under Applicable Law to immediately terminate the Agreement entered into with you.
If we have exercised our right stipulated in Section 21 (Termination) to refuse to provide services to you or to terminate an Agreement entered into with you it shall not be liable to you for any costs, losses, claims, and expenses caused to you as a result of it taking this action.
21.4 TERMINATION CONSEQUENCES
1. Upon termination of this Agreement for any reason, we have the right to prohibit your access to the Services, including without limitation by deactivating your Account, and to refuse future access to the Services by you or if a business entity, its parent, affiliates or subsidiaries or its or their successors.
2. Upon the termination of this Agreement, we shall:
a. reject any Payment Transactions that have not yet been deemed to be received;
b. close your Wallet; and
c. redeem any remaining balance held in your Wallet to your Nominated Account, less any fees due and payable to us.
Following the transfer set out in this Agreement, we will have no further obligations towards you in respect of this Agreement.
22. Fees
22.1. Your Obligation
1. You are obliged to pay us the fees outlined in the Fees Schedule for the services provided to you by us under this Agreement.
2. In case there is a Fee included in the Fees Schedule for a service provided to you, then we shall debit funds from your Wallet accordingly without notifying you.
3. In case there is monthly fee included in the Fees Schedule for a service provided to you, then we shall debit the respective amount from your Wallet in advance on the Business Day that the relevant service was first provided to you and then the same Business Day in each subsequent month, unless the Agreement or the Fees Schedule indicates otherwise.
22.2. Following a Payment Transaction
1. You are liable to us for the full amount of the payment plus any additional fees incurred if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the sum of the Payment Transaction, plus applicable fees if you make an unsuccessful claim or a chargeback, or if there is a reversal of the Payment Transaction. You agree to allow us to recover any amounts due to us by deducting the relevant sum from your Wallet. If there are insufficient funds in your Wallet to cover the amount due, you agree to reimburse us through the other means including those set out in Section 20.
2. If we make a payment to you for a claim, reversal, or chargeback that you file with us against a recipient of your payment, you agree that we assume your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, at our discretion.
23. Rules + Restrictions for Personal Accounts
The following Rules and Restrictions for personal accounts apply to your use of a personal account under this Agreement.
23.1. Receiving Money Please
See FAQs for more details on limits, including limits on receiving and sending money. These limits may change from time to time at the Company's sole discretion.
23.2. Transaction Fees for Receiving Money
Please see FAQs for more details on fees. These fees may change from time to time at the Company's sole discretion.
23.3. Error in Receiving Money
In the event of an error, you give the Company permission, subject to the Company’s compliance with applicable law, to make appropriate corrections by debiting or crediting your Afriex balance, or debiting or crediting your primary or alternate funding sources as applicable.
23.4. Account Errors
If your account history shows transfers you did not make, please report this by reaching out to us at hello@afriex.co or at afriexapp.com/support.
24. Rules + Restrictions for Business Accounts
The following Rules and Restrictions for personal accounts apply to your use of a business account under this Agreement.
25. Disclaimer of Warranties
THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, AFRIEX AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “AFRIEX PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE WEBSITE OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE OR THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE AFRIEX PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE WEBSITE OR THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE AFRIEX PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE WEBSITE OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.
Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you
26. Limitation of Liability
THE AFRIEX PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR THE SERVICES, THE AFRIEX MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE WEBSITE OR THE SERVICES, EVEN IF AFRIEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AFRIEX PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE WEBSITE OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE WEBSITE OR THE SERVICES. IN NO EVENT WILL AFRIEX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED 1,000 USD (ONE THOUSAND UNITED STATES DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
27. Indemnification
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Afriex from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (a) your access to, use of or alleged use of the Website or the Services; (b) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (d) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate fully with our defense of such claim. You agree not to settle any matter without the prior written consent of Afriex.
28. Dispute Resolution By Binding Arbitration
YOU MUST READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND AFRIEX. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THIS PROVISION AS PROVIDED IN SECTION 28.E. BELOW.
28.1. Election to Arbitrate
You and Afriex agree that the sole and exclusive forum and remedy for resolution of any legal claim (“Claim”) arising out of this relationship or otherwise be a final and binding arbitration pursuant to this Section 28 (the “Arbitration Provision”) unless you opt out as provided in Section 28.C. below. As used in this Arbitration Provision, Claim shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and / or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of Section 28.H. below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, crossclaims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
28.2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
28.3. Opt-Out of Arbitration Provision
You may opt-out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to hello@afriex.co within 60 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
28.4. Informal Dispute Resolution
If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to hello@afriex.co at any time.
28.5. Arbitration Procedures
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1-(800) 778-7879 or visit the AAA's web site at www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1-(800) 352-5267 or visit their website at www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. With respect to all disputes arising in relation to this Agreement, but subject to the preceding Arbitration Provision, the party’s consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles, California.
28.6. Arbitration Fees
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them, and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
28.7. Appeals
Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.
28.8. No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 20(h), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 20(h) shall be determined exclusively by a court and not by the administrator or any arbitrator.
28.9. Survival and Severability of Arbitration Provision
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 28.H. is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 28.H. are finally adjudicated pursuant to the last sentence of Section 28.H. to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision. In the event of termination of this Agreement or the Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.
28.10. Judicial Forum for Claims
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Afriex agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York, New York. Both you and Afriex consent to venue and personal jurisdiction there and agree to waive any of respective rights to a jury trial.
28.11. Waiver of Right to Litigate
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
29. Governing Law + Venue
Except for Section 28 which is governed by the FAA, this Agreement and all Claims are governed by the laws of the State of New York, without regard to conflict-of-law rules.
30. Severability
If any provision of this Agreement is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, this Agreement’s remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.
31. Waiver
You agree that if Afriex does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Afriex has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.
32. General Terms + Conditions
This Agreement is the entire understanding and agreement between you and Afriex. This Agreement supersedes any previous Terms of Use agreement or other agreement to which you and Afriex may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
32.1. Notice to You
All notices / communications made in respect of the Agreement, and any provided under it by us, will be in English. You agree that the Company may provide notice to you by posting it on our website and internet properties, or if we have your email address or street address, by emailing it to the email address listed in your account or mailing it to the street address listed in your account. Such notice shall be considered to be received by you within 36 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. The Company’s Business Days include all days on which the New York Federal Reserve Bank is open for business. We may also provide notice when you access Afriex Services.
32.2. Business Days
“Business Days” means Monday through Friday, excluding Holidays. “Holidays” means:
1. New Year’s Day (January 1)
2. Birthday of Martin Luther King, Jr. (the third Monday in January)
3. Washington’s Birthday (the third Monday in February)
4. Memorial Day (the last Monday in May)
5. Independence Day (July 4)
6. Labor Day (the first Monday in September)
7. Indigenous People’s Day (the second Monday in October)
8. Veterans Day (November 11)
9. Thanksgiving Day (the fourth Thursday in November)
10. Christmas Day (December 25).
If a Holiday falls on a Saturday, the Company shall observe the Holiday on the prior Friday. If the Holiday falls on a Sunday, the Company shall observe the Holiday on the following Monday.
32.3. Notices to The Company
Notice to the Company must be sent by email to hello@afriex.co.
32.4. Calls to You
By Providing the Company a telephone number (including a wireless/cellular telephone), you consent to receiving autodialed and prerecorded message calls from the Company at that number should the need arise. However, we will never call you for promotional purposes.
32.5. Afriex Websites
The Company’s websites may feature third party offers and enable product searches. The Company does not warrant that product descriptions, pricing, search results, user ratings and reviews or any other content on the Company websites is accurate, complete, reliable or current. This information is provided for informational purposes only and does not constitute an endorsement by the Company of any product, service or vendor.
32.6. Intellectual Property
“Afriexapp.com”, “Afriex”, and all related logos, products and services described in our website and mobile applications are either trademarks or registered trademarks of the Company or its licensors. You may not copy, imitate or use them without the Company’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and / or trade dress of the Company. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by the Company through our vendor services, SMS tools, promotional tools or affiliate programs without prior written consent for the purpose of directing web and SMS traffic to the service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to the Company or the Service or display them in any manner that implies the Company’s sponsorship or endorsement. All right, title and interest in and to the Afriex website and any content thereon is the exclusive property of the Company and its licensors. Certain other product or service names, brand names and the Company names may be trademarks of their respective owners.
32.7. Taxes
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. The Company is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
32.8. Privacy
Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information. If you receive information about another Afriex user through Afriex Services, you must keep the information confidential and only use it in connection with the service. You may not disclose or distribute a Afriex user’s information to a third party or use the information for marketing purposes unless you receive the user’s express consent to do so.
32.9. Children’s Privacy
Protecting the privacy of young children is especially important. For that reason, we do not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow anyone under 18 to register for Afriex Services. If you are under 18, please do not send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 is allowed to provide any personal or payment information to us through Afriex Services. If we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please contact us at the information provided below in the “Contact Us” section.
32.10. Loss or Theft of Account Information + PIN + Mobile Device
If you believe that any of your Afriex account registration information, PIN or mobile device containing the Afriex App has been lost or stolen, or if your account history shows transfers that you did not make, immediately contact the Company via the Contact Us information below or by email to afriexapp.com/support.
32.11. Notification Requirements
You should immediately notify the Company if you believe:
a. There has been an Unauthorized Transaction, unauthorized access to your account, or the occurrence of an Other Error;
b. There is an error in your transaction history or your transaction confirmation sent to you by email;
c. Your password has been compromised;
d. Your Afriex mobile-activated phone has been lost, stolen or deactivated; or
e. You need more information about a transaction listed in your transaction history or transaction confirmation email. To be eligible for 100% protection for Unauthorized Transactions sent from your account, you must notify us within 60 days after any Unauthorized Transaction or Other Error first appears in your account statement. If you do not tell us within 60 days after the account statement was made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) keeps you from telling us, we will extend the time periods. You should regularly log into your account and review your transaction history to ensure that there has not been an Unauthorized Transaction or Other Error. The Company will also send an email/text to the primary email address/phone number on file in order to notify you of each transaction from your account. You should review these emails to ensure that each transaction was authorized and is accurate. For Unauthorized Transactions or Other Errors in your account, notify us as follows:
1. By emailing us at hello@afriex.co; or
2. By writing to the Company, Attn: Afriex Error Resolution Department; or
3. Telephone Afriex Customer Service. When you notify us, provide us with all of the following information:
a. Your name, and the email address and phone number registered to your account;
b. A description of any suspected Unauthorized Transaction or Other Error and an explanation of why you believe it is incorrect or why you need more information to identify the transaction; and
c. The amount of any suspected Unauthorized Transaction or Other Error.
32.12. Notifying Us Orally
If you notify us orally, we may require that you send us written confirmation within 10 Business Days. During the course of our investigation, we may request additional information from you. The Company Actions After Receipt of your Notification Once you notify us of any suspected Unauthorized Transaction or Other Error, or we otherwise learn of one, we will do the following:
a. We will conduct an investigation to determine whether there has been an Unauthorized Transaction or Other Error that is eligible for protection.
b. We will complete our investigation within 10 Business Days of the date we received your notification of the suspected Unauthorized Transaction or Other Error. If your account is new (the first transaction from your account was less than 30 Business Days from the date you notified us), we may take up to 20 Business Days to complete this investigation. If we need more time, we may take up to 45 days to complete our investigation (or up to 90 days for new accounts).
c. If we decide that we need more time to complete our investigation, we will provisionally credit your account for the amount of the suspected Unauthorized Transaction or Other Error. You will receive the provisional credit within 10 Business Days of the date we received your notice (or 20 Business Days for new accounts). This will allow you to have use of the money until we complete the investigation. We will notify you of the provisional credit within 2 Business Days of the crediting. If we ask you to provide written confirmation and we do not receive it within 10 Business Days (or 20 Business Days for new accounts), we will not provisionally credit your account.
d. If we decide that we need more time to complete our investigation, we will provisionally credit your account for the amount of the suspected Unauthorized Transaction or Other Error. You will receive the provisional credit within 10 Business Days of the date we received your notice (or 20 Business Days for new accounts). This will allow you to have use of the money until we complete the investigation. We will notify you of the provisional credit within 2 Business Days of the crediting. If we ask you to provide written confirmation and we do not receive it within 10 Business Days (or 20 Business Days for new accounts), we will not provisionally credit your account.
e. We will inform you of our decision within 3 Business Days after completing our investigation. If we determine that there was an error, we will promptly credit the full amount of the error into your account within 1 Business Day of our determination. Or, if you have already received a provisional credit, you will be allowed to retain those amounts.
f. If we decide that there was not an Unauthorized Transaction or Other Error, we will include an explanation of our decision in our email or other communications to you. If you received a provisional credit, after giving you 5 Business Days advance notice of the date and amount of the debit, we will remove it from your account. You may request copies of the documents that we used in our investigation.
g. Processing Errors We will rectify any processing error that we discover. If the error results in your receipt of less than the correct amount to which you are entitled, the Company will credit your account for the difference. If the error results in your receipt of more than the correct amount to which you are entitled, the Company will debit the extra funds from your account. If the error resulted in our not completing a transaction on time or in the correct amount, we will be liable for your losses or damages directly caused by this failure, unless: (a) through no fault of ours, you did not have enough available funds to complete the transaction, (b) our system was not working properly and you knew about the breakdown when you started the transaction, or (c) circumstances beyond our control (such as fire, flood or loss of Internet connection) prevented the transaction, despite our reasonable precautions.
32.13. Restricted Activities
In connection with your use of our website, your account, or Afriex Services, or in the course of your interactions with the Company, a user or a third party, you will not:
a. violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
b. infringe the Company’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
c. provide false, inaccurate or misleading Personal Information;
d. create more than one Afriex account for yourself, through, among other methods, using a name that is not yours, using temporary email address(es) or phone number(s), or providing any other falsified Personal Information;
e. send or receive what we reasonably believe to be potentially fraudulent funds;
f. refuse to cooperate in an investigation or provide confirmation of your identity or any Personal Information you provide to us;
g. attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both the Company and the recipient of funds, bank, or credit card issuer for the same transaction;
h. use an anonymizing proxy;
i. control an account that is linked to another account that has engaged in any of these restricted activities;
j. control or possess more than one account without authorization from the Company;
k. conduct your business or use the services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to the Company, a user, a third party or you;
l. use the Service to make transactions for the purpose of earning rewards, perks, miles, points, etc. with your credit card, debit card, or bank account;
m. allow your Afriex account to have a negative balance; provide yourself a cash advance from your credit card (or help others to do so);
n. disclose or distribute another Afriex user’s Personal Information to a third party, or use the information for marketing purposes unless you receive the user’s express consent to do so;
o. send unsolicited email to a user or use the services to collect payments for sending, or assisting in sending, unsolicited email to third parties;
p. take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
q. facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
r. use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
s. use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the services;
t. take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
u. use the Afriex Service to test credit card behaviors;
v. add cash from a card or Bank Account(s) that you don’t own without the owner’s permission.
32.14. Acceptable Use
You Agree You Will Not Use Afriex Services to Violate any Law, Statute, Ordinance, or Regulation Relating to Sales of:
1. counterfeit goods;
2. narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety;
3. drug paraphernalia;
4. items that encourage, promote, facilitate or instruct others to engage in illegal activity;
5. items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
6. items that are considered obscene; items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
7. certain sexually oriented materials or services;
8. ammunition, firearms, or certain firearm parts or accessories; or
9. certain weapons or knives regulated under applicable law; You further agree that you will not use Afriex Services to conduct transactions that:
a. show the personal information of third parties in violation of applicable law;
b. support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs;
c. are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;
d. are for the sale of certain items before the seller has control or possession of the item;
e. are by payment processors to collect payments on behalf of merchants;
f. are associated with the sale of traveler’s checks or money orders;
g. provide certain credit repair or debt settlement services involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
h. are otherwise related to illegal activity, gambling, pornography, obscene material or otherwise objectionable content or activities Violating applicable laws or industry regulations regarding the sale of:
I. tobacco products;
II. prescription drugs and devices involve gambling, gaming and / or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from the Company and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law; or
III. provide certain credit repair or debt settlement services involving the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
32.15. Legal Compliance
You are solely responsible for ensuring that your use of Afriex Services is in conformance with applicable federal, state and local laws and regulations. By using Afriex Services, you warrant and represent that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
32.16. Your Liability – Actions We May Take
1. You are solely responsible for ensuring that your use of Afriex Services is in conformance with applicable federal, state and local laws and regulations. By using Afriex Services, you warrant and represent that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2. Your Liability You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by the Company, a Afriex user, or a third party caused by or arising out of your breach of this Agreement, and / or your use of Afriex Services. You agree to reimburse the Company, a user, or a third party for any and all such liability. You acknowledge that you are responsible for the accuracy of all payments sent using Afriex Services, including but not limited to the accuracy of the amount paid and the recipient. The Company shall not be responsible or in any way held liable due to inaccurate payments, including but not limited to sending an incorrect amount of money or sending money to an incorrect recipient.
3. Actions by the Company If we have reason to believe that you have engaged in any restricted activities, made excessive or unexplainable transactions, violated any parts of this Agreement or provided any incorrect information, we may take various actions to protect the Company, another Afriex user, a third party, or you from reversals, chargebacks, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
a. we may close, suspend, or limit your access to your account or Afriex Services (such as limiting access to any of your funding sources, and your ability to send money, make withdrawals, or remove financial information);
b. we may contact users who have sent you money, contact your bank or credit card issuer, and warn other users, law enforcement, or impacted third parties of your actions;
c. may update inaccurate information you provided us;
d. we may refuse to provide our Afriex Services to you in the future;
e. we may hold your funds for up to 180 days if reasonably needed to protect against the risk of liability; and
f. we may take legal action against you.
The Company, in its sole discretion, reserves the right to terminate this Agreement, access to its website, or access to the Service for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in custody for you.
32.17. Account Closure, Termination of Service, or Limited Account Access
If we limit or close your account or terminate your use of our Services for any reason, you may contact us and request restoration of access if appropriate. However, if we deem you violated this Agreement, restoration is at our sole discretion. You may stop using Afriex Services at any time or may close your accounts by contacting us. The Company, in its sole discretion, reserves the right to terminate Afriex Services, to terminate this Agreement, or to terminate your access to Afriex Services for any reason and at any time. If we terminate or limit your use of our Afriex Services for any reason, we will use commercially reasonable efforts to provide you with notice of our actions.
32.18. Policy Violation
User Fines If The Company incurs any damages because you violate our policies, break any laws, or otherwise cause the Company to suffer any damages or incur any expenses then we may hold your funds up to 180 days, fine you for each such violation and take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur. You acknowledge and agree that a fine of 2,500.00 USD for violations of our Agreement is presently a reasonable minimum estimate of the Company’s damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to the Company that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. The Company may deduct such fines directly from any existing balance in the offending account, or any other Afriex account you control.
32.19. Disputes with The Company
If a dispute arises between you and the Company, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and the Company regarding our services may be reported by emailing us at hello@afriex.co.
1. Law and Forum for Disputes Arbitration:
This User Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflict of law provisions, except to the extent that federal law applies. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS USER AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in the city closest to your residence having a federal district courthouse. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this User Agreement including, but not limited to, any claim that all or any part of this User Agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non-frivolous claim, the Company will pay the costs of the arbitration (but not your attorney fees), up to 3,000 USD. This User Agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this agreement to arbitrate. First, if we reasonably believe that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of 100 USD or less may, at the option of the claiming party, be resolved in small claims court in New York City, New York, if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within New York City, New York for the purpose of litigating such claims or disputes.
2. Waiver of Right to Jury; Class Action Waiver:
TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND / OR RELATED THIRD PARTIES.
32.20. Liability of The Company for Failure to Complete Transfers
If the Company does not complete a transfer to or from your account, or using your saved payment information, on time or in the correct amount according to this Agreement, the Company will be liable for your losses or damages to the extent required by law. The Company will not be liable:
1. If, through no fault of the Company’s, you do not have enough money in your balance, and the Company is unable to charge the transaction to your linked Bank Account(s), for reasons including but not limited to you exceeding any applicable credit limit;
2. the funds in your account are subject to legal process or other encumbrance restricting their use;
3. If Afriex Services were not working properly and you knew about the breakdown when you started the transfer;
4. If the failure results from a failure of a Mobile Carrier that issues the Bank Account(s) linked to your account, or the Company is unable to access a linked Bank Account(s) for any reason other than due to the Company’s fault;
5. If you provided inaccurate or incomplete information regarding the transfer;
6. If the transfer appears suspicious, fraudulent, or unauthorized, and the Company cannot confirm that it is a legitimate transfer, or if the account of either user involved in the transfer is under investigation by the Company or if the transfer is or appears to be prohibited by any applicable law or rules.
32.21. Disclaimers of Warranty; Damages Exclusions
Unless otherwise prohibited by law, you assume all responsibility for your use of Afriex Services and use them at your own risk. To the fullest extent permissible under applicable law, all such representations, warranties, guarantees and conditions are disclaimed, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of intellectual property rights, or other terms which might otherwise be implied by statute, common law or in equity. The Company does not warrant that the services will be uninterrupted or error-free, that defects will be corrected, or that the services, or the servers that process information for the services, are free of viruses, bugs or other harmful components. On behalf of the Company, Covered Third Parties, and each of our respective affiliates, vendors, agents and suppliers, the Company makes the following disclaimers set forth in this section: Afriex Services are provided on an “as is”, “as available” and “with all faults” basis, without any representations, warranties, guarantees, or conditions of any kind, express, implied or statutory, including, but not limited to, any warranty as to the use or operation of the services, or the information, content or other materials related to the services, whether provided by the Company, any third party, or any of the Covered Third Parties. Neither the Company, nor any third party, nor any of the Covered Third Parties warrant nor make any representations regarding the use or the results of the services in terms of correctness, accuracy, timeliness, reliability, or otherwise. You assume the entire cost of all necessary maintenance, repair, or correction to any equipment you use in accessing any of the services, including, but not limited to, your mobile phone or other device. THE COMPANY IS NOT LIABLE FOR THE CONSEQUENCES OF YOU CHOOSING TO SHARE ANY PAYMENT DETAILS ON SOCIAL MEDIA OR WITHIN AFRIEX SERVICES, AND YOU AGREE TO HOLD THE COMPANY HARMLESS AND INDEMNIFY THE COMPANY FROM ANY LIABILITY arising from the actions or inactions of any external social media network in connection with the permissions you grant to the external social media network. None of the Company, any third party (including, without limitation, the Bank or Shift), or the Covered Third Parties, or any of their respective affiliates, vendors, agents or suppliers will be liable for, and you agree not to seek against any of the foregoing, any damages of any kind arising from the use of the services, including, but not limited to, indirect, special, incidental, punitive, exemplary, consequential damages or damages resulting from the use of service, loss of use of the service, lost data, lost profits, or business interruption arising out of or in any way connected with the use of the services, any delays in the services, or the inability to use the services, or any portion thereof, whether based on contract, tort, negligence, strict liability or otherwise, even if all or any of us have been advised of the possibility of such damages and even if any remedy fails of its essential purpose. The Company does not have any control over any products or services that are paid for with our services and the Company cannot ensure that any party you are dealing with will actually complete the transaction or is authorized to do so. The Company will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but the Company makes no representations or warranties regarding the amount of time needed to complete processing because the Company is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service.
32.22. Limitations on Liability
Except as otherwise EXPRESSLY provided in this agreement, and to the extent permissible under applicable law, the Company’s cumulative liability to you for any claims or damages arising out of or related to your use of Afriex Services shall not exceed the greater of the fee you paid to the Company for the use of Afriex Services or 1.00 USD. These limitations on liability apply to: anything related to a service or any application or content made available through any such service; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. These limitations on liability also apply even if: repair, replacement or a refund for the service does not fully compensate you for any losses; or the Company, any third party (including, without limitation, the Bank or Shift) or a Covered Third Party knew or should have known about the possibility of the damages. These limitations on liability will apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. Some states or other jurisdictions do not allow the limitation of liability so the foregoing limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
32.23. License Grant
Certain of the Services require the use of software and software applications provided to you by the Company (collectively “Software”). The Company and its licensors grant you a limited, nonexclusive license to use the Company’s Software in the United States that we provide to you solely in accordance with this Agreement and any user documentation we may provide, including all updates, upgrades, new versions and replacements of the Software (all of which become part of the “Software”) for your personal use only in accordance with this Agreement. If the Software will be downloaded to a mobile device, this license extends to your use of the Software on a device that you own or control, as long as your use is permitted by the usage rules set forth for your particular device (for example, the Apple App Store Terms of Use). You may not rent, lease or otherwise transfer your rights in the Software to a third party. You must comply with the implementation and use requirements for the Software contained in this Agreement or in any Afriex Services documentation we provide to you. If you do not comply with such implementation and use requirements, you will be liable for all resulting damages suffered by you, the Company or any third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to the Company’s software are owned by the Company. Your rights to use the Software cease immediately upon termination of this Agreement and you must delete all of your copies of the Software.
32.24. Indemnification
You agree to defend, indemnify and hold harmless the Company and its parent, affiliates, officers, directors and employees from any claim or demand (including any damages, losses, expenses and attorneys fees resulting therefrom) made or incurred by any third party due to or arising out of your breach of this Agreement and / or your use of Afriex Services.
32.25. Assumption of Rights
If the Company makes a payment to you for a claim, reversal or chargeback that you file with us against a recipient of your payment, you agree that the Company assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, at the Company's discretion.
32.26. Release of The Company
If you have a dispute with one or more users relating to payment, the Company is not responsible for any such dispute and you hereby release the Company (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
32.27. Modification of Terms
We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it unless it contains material changes. If we make changes to our Agreements with you that either reduce your rights or increase your responsibilities, we will provide 21 days notice to you before the changes become effective. By using Afriex Services after a new Agreement has been posted, you agree to the revised Agreement.
32.28. Survival
In the event of termination of this Agreement or Afriex Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.
32.29. Force Majeure
We shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with acts of God, acts of public enemies, riots, strikes, acts of governmental agencies, labor difficulties, failure of our power, telecommunications or other suppliers, delays in securing or shortages of raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond our control, whether or not similar to those enumerated herein.
32.30. Miscellaneous
This Agreement and other documents (including but not limited to the Privacy Policy) referenced in or linked to this Agreement, which are hereby incorporated herein and made a part of this Agreement by this reference, contain yours and our entire Agreement regarding your use of Afriex Services. If any provision of this Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of this Agreement, which together will be construed as if such illegal or unenforceable provision had not been included in this Agreement. Any legal action arising out of your use of Afriex Services must be brought within one year after the cause of action has arisen. The section headings in this Agreement are for convenience of reference only and are not to be considered as parts, provisions or interpretations of this Agreement. You may not transfer or assign any rights or obligations you have under this Agreement without the Company's prior written consent. Company reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.
32.31. Independent Contractors
Independent Contractors. The parties agree they are independent contractors to each other in performing their respective obligations hereunder. Nothing in this Agreement or in the working relationship being established and developed hereunder shall be deemed or is intended to be deemed, nor shall it cause the parties to be treated as partners, joint venturers, or otherwise as joint associates for profit.
32.32. Important Information About Procedures for Opening a New Account
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you, the legal entity you are opening an account for as well as its control persons and beneficial owners that will allow us to identify you and the legal entity you represent. We may also ask to see your driver’s license or other identifying documentation for the legal entity, and entities and persons related to the legal entity for which you are establishing an account.
33. General Provisions
33.1. Acknowledgement + Agreement
You acknowledge and agree that this Agreement is between you and us, not with any third party (including, but not limited to, any Covered Third Party), and that we are solely responsible for the Services. Your use of the Services may be subject to separate agreements you may enter into with a Covered Third Party. You agree to comply with all applicable Covered Third Party terms of agreement when using the Services. We are not a party to agreements with a Covered Third Party and have no responsibility for the products and services provided by such Covered Third Parties.
33.2. Taxes
It is your responsibility to determine what, if any, taxes apply to any Payment Transaction you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
33.3. Your Use of the Services
This Agreement and other documents (including but not limited to the Privacy Policy) referenced in or linked to this Agreement, which are hereby incorporated herein and made a part of this Agreement by this reference, contain yours and our entire Agreement regarding your use of the Services.
33.4. Illegal or Unenforceable Provision
If any provision of this Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of this Agreement, which together will be construed as if such illegal or unenforceable provision had not been included in this Agreement.
33.5. Rights of Third Parties Act of 1999
Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
33.6. Convenience of Reference
The clause headings in this Agreement are for convenience of reference only and are not to be considered as parts, provisions or interpretations of this Agreement.
33.7. Transferring to a Third-Party
You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement without our prior written consent. We shall have the right to assign, transfer or novate the Agreement or any rights and obligations under any Agreement to a third party without your consent.
33.8. Transfer of Agreement
We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
33.9. Breach of Agreement
Our delay or failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.
33.10. Partnership
Nothing in this Agreement shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and us, and / or other individuals or entities involved with providing the services under this Agreement.
34. Partners
34.1 Stripe
Subaccount Creation
By using our services, you acknowledge and agree that a subaccount will be automatically created for each customer within our platform, facilitated by our service provider Stripe. This subaccount structure enables efficient management and seamless transaction processing, ensuring the best possible experience for both you and your customers. You further understand that these subaccounts will be governed by the terms and conditions set forth in this agreement, as well as any additional terms imposed by Stripe.
35. Contacting Us
If you have questions regarding the Agreement or the practices of Afriex, please contact us by email at hello@afriex.co or call or at 1-(866) 627-5738. If you are dissatisfied with any aspect of the Services that you have received from Afriex, you can send a complaint to hello@afriex.co, call us at 1-(866) 627-5738, or lodge a complaint using the Afriex mobile app, in-app customer support chat at afriexapp.com/support or at hello@afriex.co. You can also visit us in our office at 1300 West Sam Houston Parkway S Ste 100 #402, Houston, TX 77042.
36. Revision History
37. Version Control History
Afriex is a product of Afriex Inc. and its affiliates, collectively referred to as Afriex. Afriex is a corporation registered in Delaware, USA. Afriex is a technology company, not a bank.
Afriex is registered with the Financial Crimes Enforcement Network (FinCEN) as a Money Service Business (MSB) dealing in foreign exchange and money transmission, with MSB registration number 31000235098465. Afriex is a registered MSB with FINTRAC in Canada. Afriex is licensed by the Central Bank of Nigeria (CBN) as an International Money Transfer Operator.
United States wallet funding transactions are provided by Stripe Payments Company (Stripe), a licensed money transmitter (NMLS ID 1280479). Stripe is also a registered MSB with FinCEN and a registered Foreign MSB with FINTRAC. For certain other cross border and local payment services, Afriex partners with one or more payment partners and/or licensed banks, including: Verto FX Limited via Global Innovations Bank, Conduit Financial via Leed Bank, and Silicon Valley bank.
