1.               Preamble

1.1.            Bkey Inc(“We”, “Us”, “Our”, “Bkey”) is a non-custodial stablecoin wallet infrastructure provider and our non-custodial stablecoin wallet (the “Bkey”)[1] is designed to make digital finance accessible, secure, and practical for everyday users.

1.2.           These Terms of Use (‘Terms”) govern access to, and use of Bkey and any related services offered by Us. Please review these Terms before using or accessing our website, including any of its content, mobile application and/or any products or services offered by Bkey (together Our “Platform”).

1.3.           By accessing or using the Platform, you (“You” “Your” “Users”) and clicking "I have accept the Terms and Conditions for Bkey”[2] on the Platform, You acknowledge and indicate that You have read, understood, and expressly consent to abide by these Terms without limitation or qualification. If You disagree with any part of these Terms, You may not access the Platform and must immediately discontinue Your use of the Platform.

2.              Definitions

In these Terms of Use, the following words shall, unless the context requires otherwise, have the following meanings:

“Applicable Law” means the laws and any other instruments having the force of law in the jurisdiction of Bkey (or jurisdictions through which the Platform is accessed) as they may be issued and in force from time to time;

“Bkey Group” means Bkey Inc, its subsidiaries, affiliates, and any other entity controlled by, controlling, or under common control with Bkey Inc.

“Intellectual Property Rights” means Bkey’s collective reference to all rights, priorities and privileges relating to intangible property, including copyrights, copyright licences, patents, patent licences, trademarks, trademarks licences, technology, know-how and processes, and all rights to sue at law for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom;

"Personal Data” means any information relating to an individual, who can be identified or is identifiable, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, psychological, cultural, social, or economic identity of that individual;

“Services” means the provision of a non-custodial stablecoin wallet infrastructure designed to make digital finance accessible, secure, and practical for all users and any related services which we might provide;

“Third Party Identity Verification Service Provider” means an organisation authorised to provide identity checks and identity information from the appropriate governmental body;

“Users” means individuals over the age of eighteen (18) years who are granted access to the platform, business organizations, and corporate bodies who are granted access to the Platform.

3.              Eligibility

3.1.           The Platform is intended for use by individuals, although businesses may also be considered on a case-by-case basis.[3]

3.2.           By registering for an account as an individual, You represent and warrant that:

(a)   You are at least 18 years old to use the Platform.

(b)  You are solely responsible for ensuring You have the legal capacity to agree to these Terms. You are however required to provide details of Your date of birth at the point of registration for age gating purposes.

3.3.          [By registering for an account as an organization, You represent and warrant that:

(a)  You are duly registered, incorporated  and operating in a country where Bkey operates ; and

(b)  You are duly licensed by the relevant sectoral regulators

4.              Account Creation and Verification

4.1.           To access the Platform, You will need to create an account. To register as an individual, You will be required to provide accurate registration information, including Your correct name, email address, and date of birth, phone number, valid government issued identification card, residential address, create a password, and all other relevant information requested by Us.

4.2.          To register as an organization, You will be required to provide Your name, institution’s name, contact details, website URL and a copy of Your CAC registration documents and sector regulatory licence. Bkey will verify Your information within 24-48 [T1] hours and send You a verification email upon successful verification.

4.3.          A verification email may be sent to Your provided address to verify Your account.[T2]  You authorize Us, at any time, to use any means that we consider necessary to verify Your identity with any third-party providers of information. You also agree to inform us promptly of any changes to such information as they may arise.

4.4.          You acknowledge and agree that You are responsible for maintaining the confidentiality of Your access password to the Platform. You are responsible for any misuse of your password or any details relating to Your account as a result of Your breach of this section and We will not be liable for any loss, monetary or otherwise that occurs as a result of Your misuse or wrongful disclosure of Your account information or password to a third party.

4.5.          We retain the discretion to approve or reject Your account registration on the Platform.

4.6.          We are entitled to assume that all correspondence, order, transfers and instructions made by reference to your account are made by you and We shall bear no liability in this regard. You agree to inform Us if You believe that Your account is being misused by a person. In such case, we, including any of our subsidiaries, reserve the right to suspend Your account pending further investigation.

4.7.          We, along with our subsidiaries, also reserve the right not to act on Your instruction where we suspect that the person logged into Your account is not you or we suspect illegal or fraudulent activity or unauthorized use.

5.              Functionality

5.1.           The Platform offers two functionalities:

(a)  Value Preservation: Users will be able to move local currency savings into stable coins such as USDT or USDC, thereby preserving the value of their funds. The platform will integrate with local banks and other fintech platforms to receive payments.

(b)  Payments: Users will be able to access a USD denominated VISA card for global use with less fees compared to local cards. [T3] 

For the avoidance of doubt, the functionalities or the Platform does not offer investment benefits and should not be construed as such. Additionally, We do not provide any representation or undertaking as to value preservation as the digital asset classes provided are within the control of the user as our Platform is provided on a non-custodial basis.

By using the Bkey App, any Naira (NGN) funds  input into the platform will be automatically converted into stablecoins, such as USDT or USDC, at the prevailing conversion rate at the time of the transaction.

Once the conversion transaction is approved and completed, the original Naira amount cannot be used to transact, be retrieved or reversed in Naira form. All funds will thereafter be held exclusively as USDT or USDC within your stablecoin wallet on the Bkey App.

6.              Fees

We reserve the right to charge fees for access to any service on Our Platform upon notice to you. Such Fees may include administrative and transaction fees, amongst others.

7.              Personal Data

7.1.           You are solely responsible for all Personal Data You submit on the Platform. You represent and warrant that the Personal Data:

(a)  is accurate and truthful to the best of Your knowledge;

(b)  does not violate any third-party rights, including intellectual property rights or privacy rights;

(c)   does not violate any Applicable Law or regulations.

8.              Personal Information

8.1.           You authorize Bkey to verify the information you provide against records held by or through a Third-Party Identity Verification Service Providers, or other authorized sources.

8.2.          The information subject to verification includes, but is not limited to: your full name, phone number, date of birth, national identification number, passport number, and any other details required by Bkey to identify you and comply with applicable Know Your Customer (KYC) regulations (collectively referred to as “Personal Information”).

8.3.          You further consent to Bkey retrieving and verifying additional data (“Relevant Information”) from your device including, but not limited to, phone data, device history, and SMS notifications from Third-Party Identity Verification Service Providers, or other financial services providers for the purpose of providing its services.

8.4.          You consent to Bkey sharing and verifying your Personal Information and Relevant Information with any member of the Bkey Group, Third-Party Identity Verification Service Providers, and other authorized parties, to the extent necessary to deliver its services and comply with legal or regulatory requirements.

8.5.          You authorize Bkey to obtain your Personal and Relevant Information directly from these third parties, and you consent to the disclosure of such information by them. You agree to indemnify and hold harmless Bkey and Third-Party Identity Verification Service Providers from any claims, liabilities, losses, or expenses (including legal costs) arising from the disclosure or use of this information in accordance with this Agreement.

9.              Data Protection

Your Personal Data will be processed as stated in Our Data and Privacy Policy[T4] . Please review Our Data and Privacy Policy which is hereby incorporated by reference into these Terms.

10.            Performance through Affiliates

Bkey may carry out its obligations and exercise its rights under these Terms either directly or through any of its subsidiaries, affiliated entities, or any other member of the Bkey Group. Accordingly, references to “Bkey”, “We”, “Us”, or “Our” in these Terms shall, where the context so permits, be deemed to include any such subsidiary, affiliated entity, or member of the Bkey Group acting on its behalf.

11.                  How to Access the Services of Bkey

Save for transaction or administrative fees, access to our Platform is generally free and we reserve the right to introduce fees on a subscription or per transaction basis. Additionally, kindly note that transaction fees may be applied by your bank or financial institutions funding your Bkey wallet.[T5] 

12.            Disclaimer

12.1.         Users are responsible for safeguarding Your Personal Data, such as using strong and unique passwords, keeping Your login credentials confidential, and promptly reporting any suspicious activity. We are not responsible for any breach resulting from a failure to safeguard personal data.

12.2.         Your biometric face scan or facial recognition serves as a cryptographic private key to your non-custodial wallet and it is entirely self-custodial. This data is never transmitted to, stored by or accessible by Bkey or any member of the Bkey Group. Bkey does not and cannot retain any record, copy or backup of your biometric face scan or facial recognition. You are solely responsible for maintaining access to your device and biometric authentication.

12.3.         In the event a customer is unable to access their wallet via biometric face scan or loses access to their account, Bkey offers a recovery service through its recovery protocol which shall be facilitated through a secure multi-party authentication process based on Shamir’s Secret Sharing Scheme.

12.4.         Our website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share Personal Data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave Our website, we encourage you to read the privacy policy of every website you visit.

12.5.         Any opinions, advice, statements, services, offers, or other information or content expressed or made available by any other users or by such third-party websites, plug-ins and applications are those of the respective authors or distributors and not of us.

13.            Intellectual Property

13.1.         Bkey, together with our subsidiaries, reserve and retain all Intellectual Property Rights in and to its technology, including, but not limited to, rights under copyright laws, trademark laws, or any applicable laws within the jurisdiction of BkeyYou may not use, delete, or in any manner alter or reverse engineer or do anything that shall violate or infringe any copyright, trademark, and other proprietary rights, notices or markings appearing on any information that You receive from Bkey or which appears on the website.

13.2.         You must not modify the physical or digital copies of any content you print off or download in any way, and you must not use any illustrations, photographs, video or audio, or any graphics separately from any accompanying text. Save as expressly provided otherwise in the Terms, you acknowledge that you are not granted any licence, interest or right by virtue of Your use of or access to the Bkey App.

14.            Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information you provide to Us regarding any of Our services (“Submissions”) are non-confidential and shall become the sole property of Bkey. We shall hold all exclusive rights, including intellectual property rights, and may use and distribute such Submissions freely, for any purpose, commercial or otherwise, without any obligation to acknowledge or compensate you.

15.            Limitation of Liability

15.1.         You shall be liable to Us for any loss or damage suffered by Us as a result of any breach of these Terms or any other agreement which you are party to, or any fraudulent or negligent use of the Platform.

15.2.         We nor any of its subsidiaries shall  be liable to You or any third party for any loss or damage, whether direct, indirect, incidental, consequential, special, exemplary, or punitive that arises from Your use of the Platform and any of our services. This includes, without limitation, any loss of profit, revenue, data, or any other form of damage, even if we have been advised of the possibility of such losses.

15.3.         We accept no responsibility for any actions or omissions on Your part, including any breaches of these Terms of Use or any resulting damages, especially where such breaches arise from circumstances beyond Our reasonable control.

15.4.        We are also not liable for any loss or damage you may incur as a result of agreements or arrangements made with other users of the Bkey.

15.5.         Nothing in these Terms limits or excludes Our liability for fraud, or for any other liability that cannot be lawfully limited or excluded such as liability for death or personal injury caused by Our negligence or that of Our employees, agents, or subcontractors.

15.6.        Bkey shall not be liable for any damages arising from Your use of the Platform, including but not limited to:

(a)  errors or omissions in the Data provided on the Platform;

(b)  technical malfunctions or interruptions of the Platform;

(c)   unauthorised access to or use of Your account or information; and

(d)  any reliance on the Data provided on the Platform.

16.            Indemnification

You agree to indemnify and hold harmless Bkey, its subsidiaries and affiliates, its officers, directors, employees, agents, and attorneys, at Your own expense, from and against any and all claims, demands, liabilities, costs, expenses (including attorney’s fees), losses, damages, judgments, or settlements due to or arising out of or in connection with Your use of the Platform.

17.             Severability

Should any provision of these Terms be deemed or become invalid or unenforceable under Applicable Law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in force and effect, and binding on You.

18.            Termination

Bkey may terminate Your access to the Platform at any time and for any reason, with or without notice. You may also terminate Your account at any time.

19.            Governing Law and Dispute Resolution

19.1.         These Terms and any disputes arising from or related to the Terms shall be governed by and construed in accordance with the laws of the jurisdiction of Bkey.

19.2.        If You have any complaints about the Platform, please contact Us at [insert Bkey’s contact information].

20.           Entire Agreement

These Terms and any other documents indicated as part of these Terms constitute the entire understanding and agreement between You and Bkey regarding Your use of the Platform. 

21.            Updates to Terms of Use

Bkey may update these Terms at any time by posting the revised Terms on the Platform or by other means of communication, where appropriate. You are responsible for checking the Terms periodically for updates. Your continued use of the Platform after the posting of revised Terms means that You accept and agree to the changes.

22.            Contact

If you have any questions about these Terms, please contact us at info@bkey.ng