ACCEPTANCE OF TERMS
Thank you for choosing Cowrie Exchange. The following Terms and Conditions and the Privacy (together, the “Terms”) apply to any person that registers for and/or opens a Cowrie Exchange Account through Cowrie Exchange.com or any associated mobile applications, website, or APIs (together, the “Cowrie Exchange Site”).
The Terms constitute a legally binding agreement between you and Cowrie Integrated Systems Ltd., which is a company incorporated under the laws of Nigeria. For the purposes of these Terms, any reference to “we” “us” “our” “Cowrie Exchange” and/or any similar term shall be construed as reference to Cowrie Integrated Systems Ltd.
By registering for and opening a Cowrie Exchange Account, you unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Cowrie Exchange Site and/or your Cowrie Exchange Account, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.
Please read these Terms carefully before using the Cowrie Exchange Site because they affect your legal rights and obligations.
AMENDMENT OF TERMS
Cowrie Exchange may amend the Terms from time to time. You should visit the Cowrie Exchange website regularly to check when the Terms were last updated (as displayed at the top of this document) and to review the current Terms. We will do our best to notify you of any amendments to the Terms that we consider likely to materially affect your rights and obligations. Any such notice will be posted on the Cowrie Exchange Site or sent by email to the address associated with your Cowrie Exchange Account (see Electronic Communications).
The continued use of your Cowrie Exchange Account, after any amendment to these Terms, constitutes your acceptance of the Terms, as modified by such amendment. If you do not accept the Terms, or any amendment to them, you must immediately stop using the Cowrie Exchange Site and your Cowrie Exchange Account.
By opening a Cowrie Exchange Account, you expressly warrant and represent that:
- You are 18 years of age or over and have full capacity to accept the Terms and enter any transaction available through the Cowrie Exchange Site;
- You will not open, or attempt to open, a Cowrie Exchange Account under any name except your own; or use your Cowrie Exchange Account to carry out transactions on behalf of a third party;
- You will follow the Cowrie Exchange Business account application process if you seek to open and use a Cowrie Exchange Account for a non-individual legal entity (e.g. a company, trust or partnership);
- You will not have more than one Cowrie Exchange Account; use or access any Cowrie Exchange Account other than your own; or assist any other person in obtaining unauthorised access to any Cowrie Exchange Account;
- You will provide security for transactions carried out through your Cowrie Exchange Account by ensuring there is sufficient Local Currency or digital currency (as the case may be) in advance of any transaction;
- You will not allow or facilitate the buying on Cowrie Exchange Account unless that transaction is made in accordance with the Buying Requirements (see Buying);
- You will not allow or facilitate the withdrawal of Local Currency from Cowrie Exchange to a bank account held in the name of a third party (see Selling);
- You will not use your Cowrie Exchange Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any laws, statutes, ordinances or regulations, or in breach of Cowrie Exchange’s Export Controls and Sanctions requirements;
- You are not a national or resident of the United States of America.
Any capitalised terms used in this Eligibility section shall have the meaning given to them in these Terms. Reference in these Terms to “Local Currency” means fiat or government issued currency (e.g. NGN).
By opening a Cowrie Exchange Account you accept and agree that Cowrie Exchange may, without further notice and in its sole discretion, terminate, suspend or restrict the account of any customer who uses, or who we reasonably suspect may be using, the Cowrie Exchange Site or any Cowrie Exchange Account in a manner that is inconsistent with the letter or spirit of these Terms.
Before using the Cowrie Exchange Site, you should ensure that you understand the risks involved in buying, selling or trading digital currencies. Digital currency markets can be volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets. This market volatility and other risks involved in buying, selling or trading digital currencies are explained on the risk warning page of the Cowrie Exchange website. There may be additional risks not identified in these Terms or in the risk warning.
You should carefully assess whether your financial situation and risk tolerance is suitable for buying, selling or trading digital currency. You accept and agree that you are solely responsible for any decision to buy, sell, trade or otherwise hold or deal with digital currency.
You accept and agree that:
any communications, agreements, notices and/or any other documents (together “Communications”) relating to your Cowrie Exchange Account or your use of Cowrie Exchange’s services will be provided to you electronically by posting them on the Cowrie Exchange Site, emailing them to the email address you have provided to us, or through any other form of electronic communication. You consent to receiving all Communications electronically;
you will at all times have available to you the necessary hardware and software to receive, access and retain Communications sent to you electronically, including a device with an internet connection and a valid and accessible email address;
you assume full responsibility for providing Cowrie Exchange with a valid and accessible email address to which any Communications may be sent, and for ensuring that email address and any other contact information is kept up to date. Any Communication sent to the email address you have provided to us will be deemed to have been received by you. You can amend your contact information by signing-in to your Cowrie Exchange Account and accessing the Settings page.
You may at any time withdraw your consent to receiving Communications electronically by contacting firstname.lastname@example.org. You acknowledge that failure to give, or withdrawing, consent to receiving Communications electronically puts the security of your Cowrie Exchange Account at risk (see Account Security) and that Cowrie Exchange reserves the right to close your Cowrie Exchange Account in the event you fail to give, or withdraw, your consent to the receipt of Communications electronically.
Cowrie Exchange implements and maintains the highest standards of Know Your Customer (“KYC”) processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. While our industry is largely unregulated, Cowrie Exchange voluntarily adheres to local and international compliance standards in relation to customer due diligence, as explained on the Compliance page of the Cowrie Exchange website.
To ensure we meet these standards, our customers are required to provide certain personal details and documents when opening a Cowrie Exchange Account (“Identity Verification”). The nature and extent of the Identity Verification required will depend upon which of our supported countries you are resident in, and the deposit and withdrawal limits that you wish to apply to your Cowrie Exchange Account. In certain circumstances, Cowrie Exchange may also perform enhanced due diligence (“EDD”) procedures in relation to your Cowrie Exchange Account. You accept and agree that you will remain subject to such procedures at all times.
Cowrie Exchange reserves the right to, at any time:
restrict or suspend your Cowrie Exchange Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or
terminate your Cowrie Exchange Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.
You accept and agree that there may be delays in accessing your Cowrie Exchange Account, or in carrying out transactions through your Cowrie Exchange Account, while we undertake any Identity Verification and/or EDD procedures.
Retention of information. Cowrie Exchange is required to retain certain information and documentation obtained as part of the Identity Verification and EDD procedures. These requirements apply even when you have terminated your relationship with Cowrie Exchange. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to Cowrie Exchange may be retained by us, including following the closure of your Cowrie Exchange Account.
Where your identity has been verified (in accordance with the Identity Verification requirements), you may use Local Currency to buy supported digital currency on Cowrie Exchange by depositing funds into a Cowrie Exchange bank account (a “Deposit”).
Details of the Cowrie Exchange bank account into which you must make the Deposit will be provided to you by Cowrie Exchange, and any such bank account will be held and operated by a Cowrie Exchange operating entity in your country or region. You accept and agree that any information you provide to Cowrie Exchange may be shared with such local entity, which will process Local Currency transactions in accordance with Cowrie Exchange’s instructions.
The payment methods by which you may Deposit Local Currency will depend upon the country you are in and are set out on the Fees and Features page of the Cowrie Exchange website (for the purposes of these Terms, the “Supported Deposit Methods”). Where you have made a Deposit using a Supported Deposit Method and have adhered to the Deposit Requirements (explained below), your Deposit will allow you complete the transaction.
Due to legal and operational constraints, you must strictly adhere to the following Deposit requirements (the “Deposit Requirements”):
you may only make a Deposit from a bank account (or other Supported Deposit Method) held in your own name.
you may only Deposit Local Currency from a bank account (or other Supported Deposit Method) compatible with the deposit methods available in your country or region;
you must not use cash or cheques to make a Deposit. Cowrie Exchange reserves the right to refuse any Deposit made by cash or cheque. Should Cowrie Exchange decide, in its sole discretion, to allow a Deposit by cash or cheque on an exceptional basis, the allocation of such Deposit will be delayed to allow fraud and compliance checks to take place, and a Cash Deposit Penalty (see the Fees and Features page of the Cowrie Exchange website) may be deducted from it. Any Cowrie Exchange Account that receives more than one cash or cheque deposit may, at Cowrie Exchange’s sole discretion, be suspended indefinitely.
You agree to abide by the Deposit Requirements and agree and accept that failure to do so may cause delay in or failure of any Deposit reflecting in your Cowrie Exchange Wallet, and/or restriction, suspension or termination of your Cowrie Exchange Account.
Allocation of deposits. When you request to make a Deposit through Cowrie Exchange, you will be provided with a Reference Number or Unique Deposit Amount. To permit timely and successful allocation, you must use the Reference Number or Unique Deposit Amount when you make an online bank transfer or use any other Supported Deposit Method. Cowrie Exchange will not be responsible for any delay in or non-allocation of Deposits to your Cowrie Exchange Wallet where you fail to specify the required Reference Number or Unique Deposit Amount.
Deposits may take time to reflect due to bank processing times, operational processes, and/or failure by you to adhere to the Deposit Requirements. Under no circumstances will Cowrie Exchange have any liability to you in relation to any delay in or failure of a Deposit reflecting.
Cowrie Exchange will make all reasonable efforts to allocate Deposits that do not meet the Deposit Requirements. However, any Deposits less than the Minimum Unallocated Deposit Amount that cannot be allocated within a one-month period will be retained by Cowrie Exchange and you accept and agree that you shall have no further claim or entitlement to such funds. The Minimum Unallocated Deposit Amount shall until otherwise determined by Cowrie Exchange be greater than NGN1000 or the equivalent in your Local Currency.
Where you have added your bank account details to your Cowrie Exchange Account, you may liquidate supported digital currency on Cowrie Exchange to your bank account (a “Withdrawal”). Cowrie Exchange will process Withdrawals in accordance with your instructions. You are solely responsible for ensuring that any Withdrawal instructions provided to Cowrie Exchange, including the relevant bank account number, are complete and correct and you accept and agree that under no circumstances will Cowrie Exchange be under any obligation to reverse or amend any Withdrawal.
Cowrie Exchange will make all reasonable efforts to process Withdrawals each business day, in accordance with the Deposit and Withdrawal Schedule on the Cowrie Exchange website, but you accept and agree that Cowrie Exchange provides no guarantee in relation to the Withdrawal processing period.
Withdrawals to the bank account of any third party are expressly prohibited. You agree not to make, or attempt to make, any Withdrawal of funds through Cowrie Exchange to the bank account of a third party and accept that any such Withdrawal may be refused and/or result in the restriction, suspension or termination of your Cowrie Exchange Account.
The fees applicable to transactions undertaken on the Cowrie Exchange Site can be viewed on the Fees and Features page of the Cowrie Exchange website. Cowrie Exchange reserves the right to change our fees at any time and will update the Fees and Features page accordingly. In certain circumstances, and at our sole discretion, Cowrie Exchange may notify selected customers of a specific fee change, where we consider a change to be of particular relevance to such customers.
Buying and Selling fees. All Transactions on Cowrie Exchange will incur a fee. Such fees differ by country and are set out on the Fees and Features page of the Cowrie Exchange website.
Cowrie Exchange takes security very seriously and the measures we have in place to protect your Cowrie Exchange Account are explained on the Security page of the Cowrie Exchange website. However, you are solely responsible for:
maintaining adequate security and control over your Cowrie Exchange Account sign-in details, including but not limited to any passwords, personal identification numbers (PINs), API keys, or any other codes associated with your Cowrie Exchange Account;
enabling any additional security features available to you, including the activation of two factor authentication on your Cowrie Exchange account (see the Cowrie Exchange Help Centre);
keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security (see Electronic Communications);
maintaining security and control over the email mailbox, phone number and two-factor authentication applications or devices associated with your Cowrie Exchange Account.
Failure to take the above measures, and any other security measures available to you, may result in unauthorised access to your Cowrie Exchange Account and the loss or theft of any digital currency and/or Local Currency balances held in your Cowrie Exchange Wallet or any linked bank account(s). Cowrie Exchange shall have no liability to you for or in connection with any unauthorised access to your Cowrie Exchange Account, where such unauthorised access was due to no fault of Cowrie Exchange, and/or any failure by you to act upon any notice or alert that we send to you.
The security of your Cowrie Exchange Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. Cowrie Exchange strongly recommends that you regularly use reputable virus screening and prevention software and remain alert to the fact that SMS, email services and search engines are vulnerable to spoofing and phishing attacks.
Care should be taken in reviewing messages purporting to originate from Cowrie Exchange and, should you have any uncertainty regarding the authenticity of any communication, you should log in to your Cowrie Exchange Account through the Cowrie Exchange website (specifically, https://www.cowrie.exchange and not any other domain name or website purporting to be, or to be related to, Cowrie Exchange) to review any transactions or required actions.
To the maximum extent permitted by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your Cowrie Exchange Account and accept all risks of any unauthorised or authorised access to your Cowrie Exchange Account.
While we will do everything, we can to provide continuous operations, Cowrie Exchange does not provide any warranty in relation to the availability of the Cowrie Exchange Site or your Cowrie Exchange Account. Without limiting the generality of the foregoing, we do not guarantee continuous access to the Cowrie Exchange Site or your Cowrie Exchange Account and make no representation that the Cowrie Exchange Site, Cowrie Exchange API, your Cowrie Exchange Account and/or any products or services offered therein will be available without interruption; or that there will be no delays, failures, errors, omissions or loss of transmitted information.
TRANSACTIONS ON DIGITAL CURRENCY NETWORKS
When you use your Cowrie Exchange Account to send or receive digital currency, the transaction must be confirmed and recorded in the public ledger associated with the relevant digital currency network (e.g. the Bitcoin network or the Ethereum network). That digital currency network is solely responsible for verifying and confirming any such transactions. Cowrie Exchange cannot confirm, cancel or reverse transactions on a digital currency network, other than confirming to you that the network has completed the transaction. You accept and agree that:
Once submitted to a digital currency network, a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly and will not be a concluded transaction;
When you buy digital currency from Cowrie Exchange, you are authorising us to submit your transaction request to the relevant digital currency network. Once a transaction request has been submitted to the relevant digital currency network, the network will automatically complete or reject the request and neither you or Cowrie Exchange will be able to cancel or otherwise modify your transaction.
Digital currency networks are operated by decentralised networks of independent third parties. They are not owned, controlled or operated by Cowrie Exchange so we cannot ensure that any transaction details you submit will be confirmed by the relevant digital currency network. You agree that any transaction details you submit may not be completed, or may be substantially delayed, by the digital currency network used to process the transaction.
Network protocols and operating rules. The underlying software protocols that govern the operation of the Supported Digital Currencies are open source. Accordingly, anyone can use, copy, modify, and distribute them and Cowrie Exchange has no ownership of or control over these protocols. By using the Cowrie Exchange Site, you accept and agree that:
Cowrie Exchange is not responsible for the operation of any digital currency network’s underlying software protocols and makes no guarantee as to their availability, security, or functionality;
the underlying software protocols are subject to sudden changes in operating rules (known as “forks”), and that such forks may materially affect the value, function, and/or name of any digital currency supported on Cowrie Exchange Account. Should a fork occur, Cowrie Exchange may, with or without notice to you, temporarily suspend our operations and, in our sole discretion, decide whether or not to support either branch of the forked protocol entirely; and
in the event Cowrie Exchange decides not to support a branch of a forked protocol, you will not be given access to the assets on that fork.
CLOSURE OF YOUR ACCOUNT
You may close your Cowrie Exchange Account by submitting a closure request via the Help Centre. Cowrie Exchange will action such requests once (i) no transactions have taken place in your Cowrie Exchange Account for a period of at least 30 days. Such requirements are designed to protect you from loss and Cowrie Exchange will not action a closure request until they are satisfied.
You accept and acknowledge that, once your Cowrie Exchange Account is closed:
you will have no further access to it;
Cowrie Exchange reserves the right (but has no obligation) to delete all of your information and account data stored on our servers, and also reserves the right to retain any information that is required for legal or operational reasons.
You accept and agree that Cowrie Exchange shall not be liable to you or any third party in relation to the closure of your Cowrie Exchange Account, the termination of access to your Cowrie Exchange Account, or for the deletion of your information or Cowrie Exchange Account data.
RESTRICTION, SUSPENSION AND TERMINATION
cowrie.exchange reserves the right to restrict, suspend or terminate your cowrie.exchange Account where:
we reasonably suspect your cowrie.exchange Account to be the subject of an operational or other error, in which case we may be required to suspend access to your account until such time as the error is rectified;
we reasonably suspect your cowrie.exchange Account has been or is being used in relation to any unlawful, fraudulent or Prohibited Activity, or in breach of these Terms;
we reasonably suspect you or your cowrie.exchange Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
we reasonably suspect you of taking any action that cowrie.exchange considers to be a circumvention of cowrie.exchange’s controls, including but not limited to opening multiple cowrie.exchange Accounts;
we reasonably suspect your involvement in any attempt to gain unauthorised access to any cowrie.exchange Account;
your cowrie.exchange Account is or appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your cowrie.exchange Account;
we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
your name appears on a government or international body sanctions list.
cowrie.exchange will make all reasonable efforts to provide you with notice of any decision to restrict, suspend or terminate your cowrie.exchange Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise cowrie.exchange’s security and/or risk management procedures. You accept and agree that cowrie.exchange is under no obligation to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your cowrie.exchange Account, and shall have no liability to you in connection with the restriction, suspension or termination of your cowrie.exchange Account.
USE OF COWRIE EXCHANGE API
This section applies to any use of Cowrie Exchange’s Application Programming Interface and any associated documentation or materials (together, the “Cowrie Exchange API”, see the Cowrie Exchange API page of the Cowrie Exchange website). Any use of the Cowrie Exchange API is subject to this section and, for the avoidance of doubt, the Terms in their entirety.
Any use of the Cowrie Exchange API is entirely at your own risk. It is your responsibility to keep any API keys, passwords or other credentials relating to your use of the Cowrie Exchange API secure, and you accept and agree that you take full responsibility for any and all requests made over the API, whether authorised by you or not.
Cowrie Exchange sets and enforces limits on your use of the Cowrie Exchange API (e.g. limiting the number of requests per second). You accept and agree that any circumvention of, or attempt to circumvent, these limits, or any use of the Cowrie Exchange API that may adversely affect other users of the Cowrie Exchange Site, may result in Cowrie Exchange, at its sole discretion, revoking your API access.
Under no circumstances does any information contained on the Cowrie Exchange Site or provided to you through your Cowrie Exchange Account or by any employee, agent or affiliate of Cowrie Exchange, constitute financial, investment or other professional advice.
You are solely responsible for any decision to store, buy or sell digital currency, and such decision should take into account your risk tolerance and financial circumstances. For more information on the risks involved, see Risks and the Risk Warning on the Cowrie Exchange website. You should consult your legal or tax professional in relation to your specific situation.
You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions you carry out through your Cowrie Exchange Account, and for withholding, collecting, reporting and remitting the correct amounts of tax to the appropriate tax authorities.
EXPORT CONTROLS AND SANCTIONS
Your use of the Cowrie Exchange Site is subject to international export controls and economic sanctions requirements. By undertaking any activity on the Cowrie Exchange Site or through your Cowrie Exchange Account, including but not limited to sending, receiving, buying, selling, storing or trading any digital currency, you agree that you will at all times comply with those requirements. In particular, and without any limitation to the generality of the foregoing, you may not open, use, or have access to any Cowrie Exchange Account if:
- you are in or under the control of, or resident of, any country subject to United States embargo, UN sanctions, the HM Treasury financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime; or
- you intend to supply any acquired or stored digital currency or transact with people or businesses operating in any country subject to United States embargo or HM Treasury's financial sanctions regime, or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
You must not use your Cowrie Exchange Account to undertake any of the activities or categories of activity set out in this section (each a “Prohibited Activity”):
- violation of any laws, statutes, ordinance or regulations;
- undertaking, facilitating or supporting criminal activity of any kind, including but not limited to, money laundering, terrorist financing, illegal gambling operations or malicious hacking;
- abusive activity, including but not limited to:
- imposing an unreasonable or disproportionately large load on Cowrie Exchange’s infrastructure, or otherwise taking any action that may negatively affect the performance of the Cowrie Exchange Site or Cowrie Exchange’s reputation;
- attempting to gain unauthorised access to the Cowrie Exchange Site or any Cowrie Exchange Account;
- transmitting or uploading any material to the Cowrie Exchange Site that contains viruses, Trojan horses, worms, or any other harmful programmes; or
- transferring your Cowrie Exchange Account access or rights to your Cowrie Exchange Account to a third party, unless as required by law or with Cowrie Exchange’s prior consent.
- paying in to or otherwise supporting pyramid schemes, Ponzi schemes, matrix programmes, “get rich quick” schemes, multi-level marketing programmes or high-yield investment programmes;
- fraudulent activity, including but not limited to taking any actions that defraud Cowrie Exchange or a Cowrie Exchange customer, or the provision of any false, inaccurate, or misleading information to Cowrie Exchange;
- transactions involving items that may help facilitate or enable illegal activity; promote or facilitate hate, violence or racial intolerance; are considered obscene; or may be stolen goods or the proceeds of crime;
- transactions involving TOR markets, online gambling sites or mixers;
- sale or purchase of narcotics or controlled substances;
- intellectual property infringement.
By opening a Cowrie Exchange Account, you confirm that you will not use your account to undertake any of the above-listed Prohibited Activities or any similar or related activity.
Activities subject to the prior written approval of Cowrie Exchange. Unless you have obtained the prior written approval of Cowrie Exchange, you accept and agree that you will not use your Cowrie Exchange Account to conduct or operate any of the following business activities or categories of activity:
- money services, including but not limited to money or digital currency transmission, currency or digital currency exchange or dealing, payment service providers, e-money or any other financial services business;
- gambling or gaming services;
- charitable or religious / spiritual organisations;
- consumer lending services, including but not limited to secured and unsecured loans, cash advances, payday lending;
- investment funds, asset management, or brokerage services.
We reserve the right to restrict, suspend or terminate your Cowrie Exchange Account if we suspect, in our sole discretion, that you are using, or have used, your Cowrie Exchange Account in association with any of the activities listed above, or any similar or related activity, without having obtained the prior written approval of Cowrie Exchange.
DISCLAIMER OF WARRANTIES
The Cowrie Exchange Site, your Cowrie Exchange Account and any related products or services are offered on a strictly “as-is” and “where-available” basis and Cowrie Exchange expressly disclaims, and you waive, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the Cowrie Exchange Site, your Cowrie Exchange Account, and any related products or services are offered without any warranty as to merchantability or fitness for any particular purpose.
Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to you.
LIMITATION OF LIABILITY
In no event shall Cowrie Exchange, its operating entities or any other affiliates (including their respective directors, members, employees or agents) be liable to you for any direct, indirect, special, consequential, exemplary or punitive damages or any other damages of any kind, including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, whether in contract, tort or otherwise, arising out of or in any way connected with your use of, inability to use, or unavailability of the Cowrie Exchange Site and/or your Cowrie Exchange Account, including without limitation any damages caused by or resulting from any reliance upon any information received from Cowrie Exchange, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction or unauthorised access to Cowrie Exchange’s records, programmes or services.
In no event will any liability of Cowrie Exchange, its operating entities or any other affiliates (including their respective directors, members, employees or agents) arising in relation to your use of the Cowrie Exchange Site or your Cowrie Exchange Account, exceed (in aggregate) the fees earned by Cowrie Exchange in connection with your use of your Cowrie Exchange Account in the six month period immediately preceding the event giving rise to the claim for liability.
The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.
To the maximum extent permitted by law, you agree to indemnify Cowrie Exchange, its operating entities or any other affiliates (including their respective directors, members, employees or agents) against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or indirectly arising from your use of or conduct in relation to the Cowrie Exchange Site and/or your Cowrie Exchange Account, or from your violation of these Terms.
You and we agree to notify the other party in writing of any claim or dispute that arises in relation to the Cowrie Exchange Site, your Cowrie Exchange Account or these Terms, within 30 days of such claim or dispute arising. You and we further agree to attempt informal resolution of any Dispute prior to bringing a claim in any court or other body.
Governing law and jurisdiction. This agreement shall be governed by and construed in accordance with Nigerian law, subject to any local mandatory rights you may have. You and we agree to submit all disputes, claims or controversies (including non-contractual Disputes, claims or controversies) arising out of or in connection with these Terms, or the breach, termination, enforcement or interpretation thereof (together, Disputes), to the non-exclusive jurisdiction of the courts of Nigeria.
Class or representative action waiver. To the maximum extent permissible by law, you and Cowrie Exchange each agree that each may bring any Dispute against the other only in your or its individual capacity, and you and it waive any right to commence or participate in any class action or other representative action or proceeding against the other. Further, where permissible by law, unless both you and Cowrie Exchange agree otherwise, no court may consolidate any other person’s claim(s) with your Dispute and may not otherwise preside over any form of representative or class proceeding.
For the avoidance of doubt, if this Class or representative action waiver is found by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Disputes clause shall remain valid and enforceable.
Entire agreement. These Terms constitute the entire agreement and understanding between you and Cowrie Exchange with respect to their subject matter and supersede any and all prior discussions, agreements and understandings of any kind between you and Cowrie Exchange (including but not limited to any prior versions of these Terms).
Severability. If any provision of these Terms, as amended from time to time, is determined to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected and everything else in these Terms will continue in full force and effect.
In the event any provision or part thereof of these Terms is determined to be illegal, invalid or unenforceable, that provision or part thereof shall be replaced by the parties with a legal, valid and enforceable provision or part thereof that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision, given the content and purpose of these Terms.
Assignment. You may not assign or transfer any of your rights or obligations under these Terms without Cowrie Exchange’s prior written approval. You give Cowrie Exchange your approval to assign or transfer these Terms in whole or in part, including but not limited to: (i) a subsidiary or affiliate; (ii) an acquirer of Cowrie Exchange’s equity, business or assets; or (iii) a successor by merger.
Change of control. In the event that Cowrie Exchange is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Force Majeure. Cowrie Exchange shall not be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.
Survival. All provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, sections relating to the suspension or termination of your Cowrie Exchange Account, use of the Cowrie Exchange Site, disputes with Cowrie Exchange and general provisions, shall survive the termination of these Terms.
Headings. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
English language controls. Notwithstanding any other provision of these Terms, any translation is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretation in the English language. Any translation provided may not accurately represent the information in the original English.