Terms of Service
DATE LAST REVISED: May 7 2013
Kopo Kopo is offering its service to you to make it easier for you to accept, process and manage payments (the “Service”). By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an application or service order form that references this Agreement, you agree to be bound by this Agreement. The term “you” refers to a person or organization that has registered on the site (a “Registered User”). The term “we” refers to Kopo Kopo..
You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.
You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Kopo Kopo.
The Service is a payment and data management service that allows Registered Users to open electronic payment accounts, process payments and track and analyze these payments.
In order to enable you to open mobile money merchant accounts, we have entered into agreements with mobile money networks (“Networks”). If you use the Service to open a merchant account with a Network (“Merchant Account Service”), we require that you complete a Merchant Agreement. You must complete this Merchant Agreement in order to use the Service. This may happen during the registration process or some other time. If you fail to complete a Merchant Agreement, we may suspend or terminate your Account.
We are not a bank, an e-money issuer, or a money services business.
2. ACCOUNT INFORMATION
You may submit information about one or more mobile payment accounts that you may have with a Network (“Account Information”). This Account Information will only be used for the sole purpose of capturing transaction data and other relevant information that can be read and interpreted by Kopo Kopo. When submitting Account Information, you agree that you are authorized to access the account and otherwise have the necessary authority to provide Kopo Kopo with access to any Account Information.
Upon registration, you will select a user ID and password. You are responsible for maintaining the confidentiality of your password that, together with your user ID, allows you to access the Service. That user ID and password, together with any mobile number or other contact information you provide, form your “Registration Information.”
By providing us with your e-mail address or other contact information, such as a mobile number, you agree that we may communicate with you electronically to that e-mail address or mobile number as part of the Service and that any communications sent to those addresses will serve as a formal notice under this Agreement.
4. USE OF THE SERVICE
4.1. Our Responsibilities. We shall provide our basic support for the Service to you at no additional charge and use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (1) planned downtime (of which we shall give at least 8 hours notice via the Service, or (2) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks. We shall provide the Service only in accordance with applicable laws and government regulations.
4.2. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. We shall not (a) modify your data, (b) disclose your data except for commercial purposes relating to the Service or as compelled by law , or (c) access your data except to provide the Service and prevent or address service or technical problems, or at your request in connection with customer support matters.
4.4. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of your data and of the means by which you acquired your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Us promptly of any such unauthorized access or use, and (iv) use the Service only in accordance with the applicable laws and government regulations. You shall not (a) make the Service available to anyone other than Users, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f) attempt to gain unauthorized access to the Service or their related systems or networks.
4.5. Usage Limitations. The Service may be subject to other limitations, such as, for example, limits on the number of calls you are permitted to make against our application programming interface.
5. FREE SERVICE
If you register on our website or mobile application for a free service, we will make one or more services available to you free of charge until the earlier of (a) the start date of any Purchased Value-Added Data Services or Merchant Account Services ordered by you or (b) your cancellation of the applicable services.
NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING YOUR USE OF THE FREE SERVICE, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
6. PURCHASED VALUE-ADDED DATA SERVICES
We shall make the Purchased Value-Added Data Services available to you pursuant to this Agreement and the relevant order forms. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
7. FEES AND PAYMENT FOR PURCHASED DATA SERVICES
7.1 Fees You shall pay all fees specified in all order forms hereunder. Except as otherwise specified herein or in an order form, fees are based on services purchased and not actual usage. Payment obligations are non-cancelable and fees are non-refundable.
7.2 Payment. You will pay us your fee for Purchased Data Services via the Kopo Kopo corporate mobile money accouont or via unsettled funds. A payment is due on the 1st day of each month.
7.3 Suspension of Service. If any amount owing by you under this or any other agreement for our services is 30 or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. We will give you at least 7 days’ prior notice that your account is overdue, in accordance with the Notice provisions (Section 9), before suspending services to you.
8. MERCHANT ACCOUNT SERVICES
We shall make the Merchant Account Services available to you pursuant to this Agreement and the relevant order forms. You agree that your Merchant Account Services hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
If you use the Service to open a merchant account with a Network, we require that you execute a Merchant Agreement. You must execute this Merchant Agreement in order to use the Service. You will be deemed to have read, understood and accepted the Merchant Agreement by using or continuing to use the Service.
9. FEES FOR MERCHANT ACCOUNT
You agree to pay the applicable fees listed on Merchant Agreement Fee Schedule (“Fees”) whenever you use our Merchant Account Service. Subject to the terms of this Agreement, we reserve the right to change our Fees. If we change our Fees, we will give you thirty (30) days notice of any change.
10.1 You undertake to declare all income resulting from or in consequence of using the Services to the relevant tax authority and to pay all taxes levies and fees due on such income. We shall not be liable to you for any disclosure made to the relevant tax authority and you hereby indemnify us from any loss or damage arising from such disclosure to the relevant taxing authority.
10.2 It is your responsibility to determine what, if any, taxes apply to the payments it receives and to collect, report and remit the correct tax to the relevant taxing authority. We shall not be obligated to determine whether taxes apply, and is not responsible for collecting, reporting, or remitting any taxes arising from any transaction.
Electronic notices will be sent to the email address or mobile number you have provided as your primary email address or mobile number. If your email address or mobile number changes, you are responsible for informing us of that change as soon as reasonably possible.
13.RIGHTS YOU GRANT
By submitting Account Information and other content to Kopo Kopo through the Service, you are licensing that content to Kopo Kopo solely for the purpose of providing the Service. Kopo Kopo may use and store the content, but only to provide the Service to you. For purposes of this Agreement and solely to provide the Account Information to you as part of the Service, you grant Kopo Kopo a limited power of attorney, and appoint Kopo Kopo as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person.
You agree that Kopo Kopo may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant Kopo Kopo a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Kopo Kopo in any way. Kopo Kopo will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
14. YOUR LICENSE
Kopo Kopo grants you a personal, limited, non-exclusive, revocable, non- transferable license, without the right to sublicense, to electronically access and use the Service. The Service includes our website, our software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by Kopo Kopo. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when Kopo Kopo makes these updates available.
You may not, nor may you permit any third party to do any of the following: (i) access or attempt to access Kopo Kopo systems, programs or data that are not made available to public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Kopo Kopo; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
15.WARRANTIES AND REPRESENTATIONS
THE SERVICE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
16.LIMITATIONS OF LIABILITY
KOPO KOPO SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF KOPO KOPO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, KOPO KOPO’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
You shall defend, indemnify and hold harmless Kopo Kopo and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.
This Agreement will continue to apply until terminated by either you or Kopo Kopo as set out below. If you want to terminate your legal agreement with Kopo Kopo, you may do so by emailing us at mailto:firstname.lastname@example.org. Kopo Kopo may terminate this Agreement immediately upon notice to the email address or mobile number that comprises your Registration Information.
19.AMENDMENTS AND MODIFICATIONS
Kopo Kopo may modify this Agreement from time to time by updating the site and/ or providing written notice to you. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
This Agreement, and your relationship with Kopo Kopo under this Agreement, shall be governed by the laws of the United States. The Agreement does not limit any rights that Kopo Kopo may have under trade secret, copyright, patent or other laws in other jurisdictions. For any claim (excluding claims for injunctive or other equitable relief) where the total amount sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute through binding non- appearance-based arbitration before a sole arbitrator and through an alternative dispute resolution (ADR) provider.
This Agreement represents the entire understanding and agreement between you and Kopo Kopo regarding the subject matter of the same, and supersedes all other previous agreements.
19.1 Export Compliance. The services and other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
19.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify us at email@example.com.