GENERAL TERMS AND CONDITIONS OF USE OF ROQQU PLATFORMS

These terms and conditions of use ("Terms") are a legal agreement between you ("you", "your", "user") and Roqqu Nigeria Limited ("Roqqu", "us", "our", "we"). These Terms shall apply when you (i) visit and/or access any of our Roqqu Services on our website or (ii) download and/or access any of our Roqqu Services via the Roqqu application software hosted on the relevant application store.

These Terms, together with our Privacy Policy and other information made known to you via our dedicated communications channel, set out the complete terms and conditions upon which you may use our Roqqu Services (defined below). In addition, when using specific features of the Roqqu Services, you may be subject to specific additional terms and conditions applicable to those features.

Please read carefully.

BY MAKING USE OF ROQQU SERVICES, YOU ACKNOWLEDGE AND AGREE THAT:

By accessing, using, or attempting to use Roqqu Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access Roqqu or utilise Roqqu services.

DEFINITIONS

1. NO FINANCIAL ADVICE AND ACKNOWLEDGMENT OF RISK

By making use of Roqqu Services, you acknowledge that you have read, understood, and accepted the risks described in this Section. If you do not agree with these terms or cannot accept these risks, you must not proceed to use the Roqqu Platform or any of its Services.

1.1 No Advisory Relationship: Roqqu is not your investment manager, broker, intermediary, agent, or advisor. No fiduciary relationship or obligation exists between you and Roqqu in connection with any trades, decisions, or activities conducted via Roqqu Services. No communication or information provided by Roqqu, whether via the Platform, email, or social media, is intended as, or shall be construed as, investment, financial, tax, or legal advice.

1.2 Execution Only: Unless otherwise specified in these Terms, all trades are executed solely based on your order instructions and in accordance with trade execution procedures. You are exclusively responsible for determining whether any strategy or transaction is appropriate for you based on your personal objectives, financial circumstances, and risk tolerance. You shall be solely liable for any resulting loss or liability.

1.3 Due Diligence: Roqqu does not recommend that any Digital Asset should be bought, held, or sold. You should conduct your own due diligence and consult independent legal, tax, or financial professionals prior to making any trading decision. You bear sole responsibility for any actions taken through your Roqqu Account.

1.4 Technical & Network Risks: You acknowledge that transactions involving Digital Assets carry inherent technical risks. Once submitted to a blockchain network, a transaction remains "unconfirmed" or "pending" for a period of time. During this state, the transaction is incomplete, and the assets will not be accessible in your Roqqu Wallet.

1.5 Inherent Risk of Loss: You agree that Digital Assets are subject to extreme volatility and the risk of potential loss is substantial. Value may decrease swiftly or vanish entirely due to market fluctuations, the disbandment of supporting communities, or the insolvency of issuers. Past performance is not an indication of future outcomes. You must carefully assess whether holding or trading Digital Assets aligns with your financial capacity.

2. CONTRACTUAL RELATIONSHIP

You hereby agree and consent to have your Digital Assets held on the Platforms custodied, controlled, or otherwise processed via the Platforms in accordance with the operational model of the relevant service (which may include omnibus holding arrangements) by Roqqu's affiliates and subsidiaries.

You hereby agree that Roqqu does not guarantee uninterrupted access to the Platform. Maintenance, system upgrades, or unforeseen outages may result in temporary service disruptions.

3. ELIGIBILITY

We do not provide Roqqu Services to minors.

By registering to use a Roqqu Account, you represent and warrant that (i) as a human being, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) you have full legal capacity and sufficient authorisations to enter into these Terms; (iii) you have not been previously suspended or removed from using Roqqu Services; (iv) you do not currently have a Roqqu Account; (v) If you act as an employee or agent of a legal entity and enter into these Terms on their behalf, you represent and warrant that you have all the necessary authorisations to bind such legal entity; (vi) your use of Roqqu Services will not violate Applicable Law.

Please note that some products and services may not be available in certain jurisdictions or regions or to you. Your eligibility to access Roqqu Services also depends on the country in which you reside and the countries that Roqqu operates in ("Operating Country"). Roqqu reserves the right at any time, acting reasonably and in accordance with Applicable Law, to change, modify or impose additional restrictions on any Roqqu Services.

Eligibility is assessed on an ongoing basis. You acknowledge that meeting the eligibility criteria at the time of opening your Roqqu Account does not guarantee continued access to Roqqu Services. Roqqu may reassess your eligibility at any time and may suspend, restrict, or terminate access where it reasonably determines that you no longer satisfy the requirements set out in this Clause.

4. ACCOUNT REGISTRATION

You must sign up for a Roqqu Account and register before access to Roqqu Services will be granted.

To sign up for a Roqqu Account, you must provide the information requested by Roqqu and accept these Terms. Roqqu reserves the right to accept or decline any Roqqu Account sign-up request. You agree to provide complete and accurate information when opening a Roqqu Account, and you agree to update any information you provide to Roqqu to maintain the integrity and accuracy of the information. At Roqqu's request, you must submit any documents (originals, duly certified paper copies, or scanned copies) supporting such changes in the provided information, irrespective of whether such information or documents have been provided to public registers.

You (whether a natural person or a legal entity) may maintain only one Roqqu Account at any given time. In the event that a second/multiple Roqqu Accounts are opened directly by submitting questionable KYC information by proxy or by breaching applicable laws or this Terms, Roqqu reserves the right to, amongst other things, close, restrict, block, report or launch an investigation and terminate its business relationship with you.

Roqqu shall communicate with you only through officially designated channels. You are responsible for verifying the authenticity of communications, and Roqqu shall not be liable for losses arising from reliance on fraudulent communications not originating from its official channels.

5. IDENTITY VERIFICATION

Your registration of a Roqqu Account will be deemed your agreement to provide the required personal data for identity verification. The personal data will be used to verify your identity and identify traces of money laundering, the financing of terrorism, proliferation financing, fraud, and other financial crimes, or for other lawful purposes.

Roqqu will collect, use, and share your personal data in accordance with our Privacy Policy. In addition to providing your personal data, you agree to allow us to keep a record of your personal data within the time limits set by Applicable Law. You also authorise us to conduct necessary investigations directly or through a third party to verify your identity or protect you and other users, relevant third parties and us from financial crimes.

The personal data we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, taxpayer identification number, information regarding your bank account details and other relevant personal data. You hereby confirm at all relevant times that the personal data and other information you provide will be true and accurate.

If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, Roqqu reserves the right to send you a notice to demand correction or, as the case may be, terminate all or part of the Roqqu Services we provide for you. If we are unable to reach you with the contact information you provided, you shall be fully liable for any loss or expense caused to Roqqu during your use of Roqqu Services.

You hereby agree to abstain from transmitting any content of an obscene, indecent or inappropriate nature during the verification process. Non-compliance with this clause may entail your potential liability under the Cybercrimes (Prevention and Prohibition) Act of 2015 as amended and other laws applicable in the jurisdiction in which you reside. Your cooperation in upholding this standard of conduct is greatly appreciated.

During the sign-up process, you are required to provide your legal name as it appears on official identification documents. Aliases, nicknames, or any other non-legal names shall not be accepted for registration. This requirement ensures the accuracy and authenticity of your personal data on the Platforms. We reserve the right to verify the provided information and may take appropriate action in cases of non-compliance.

6. ACCOUNT USAGE

Your Roqqu Account shall not be operated by proxy.

The Roqqu Account can only be used by the user who created the Roqqu Account. Roqqu reserves the right to suspend, restrict/freeze, block or cancel the use of Roqqu Accounts by persons other than the account registrant. You must notify Roqqu immediately: (a) if you suspect or become aware of any unauthorised use of your Roqqu Account; (b.) if you are operating your Roqqu Account on behalf of any other person; or (c.) if you have granted any third party access to use or operate your Roqqu Account, whether directly or indirectly. Roqqu assumes no liability for any loss or damage arising from the use of your Roqqu Account by you or any third party, with or without your authorisation.

7. ACCOUNT SECURITY

Roqqu has committed to maintaining the security of the Roqqu Platform and has implemented industry-standard protection for Roqqu Services. However, certain actions of yours may pose risks. Hence, you hereby agree to treat your access credentials (such as username, password, PIN and two-factor authentication security keys) as confidential information and not to disclose such information to any third party.

You shall be solely liable and responsible for the safety of your Roqqu Account and password, and you shall be liable and responsible for all the transactions in your Roqqu Account. Roqqu will never request your password, two-factor authentication codes, or access to your device through screen-sharing or remote access. If you have any uncertainty regarding the authenticity of any communication or notice, you can always reach us via our dedicated communication channels. Roqqu assumes no liability for any direct or indirect loss caused by the authorised or unauthorised use of your Roqqu account, including, without limitation, transactions, any consent, acceptance of terms, or agreement renewals effected through clicks or other actions taken on the Roqqu platform.

8. ROQQU SERVICE GUIDELINES

i. Licence and Intellectual Property

Provided that you comply with these Terms, Roqqu grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable licence to access and use Roqqu Services.

The content layout, format, function and access rights regarding Roqqu Services shall be at the absolute sole discretion of Roqqu. Roqqu reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Roqqu Services in any way not expressly authorised by these Terms.

These Terms only grant a limited licence to access and use Roqqu Services. Therefore, you hereby agree that when you use Roqqu Services, Roqqu does not transfer Roqqu Services or the ownership or intellectual property rights of any Roqqu intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interfaces, photos, sounds, process flow diagrams, computer code (including HTML code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Roqqu Services, are exclusively owned and controlled by Roqqu.

Roqqu owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as "Feedback") about Roqqu or Roqqu Services that you provide to Roqqu. You hereby assign all rights, ownership and interests of the Feedback and all related intellectual property rights to Roqqu. You have no right and hereby waive any request for acknowledgement or compensation based on any Feedback, or any modifications based on any Feedback.

ii. User Obligations

Your access to and use of the Roqqu Services is conditional upon strict compliance with the obligations set out in this Clause. By accessing or using Roqqu Services, you agree and undertake as follows:

1. You shall use Roqqu Services solely for lawful purposes and in full compliance with all Applicable Laws.
2. You shall not use Roqqu Services, directly or indirectly, in connection with any activity that is unlawful, fraudulent, deceptive, or abusive or that exposes Roqqu to regulatory, legal, financial, or reputational risk.
3. You shall ensure that all Fiat and Digital Assets transmitted through the Roqqu Platform are derived from lawful sources and are not directly or indirectly the proceeds of crime or related to unlawful conduct, and you shall provide, upon request, documentary evidence of the source of funds, source of wealth, or the commercial rationale of any Transaction.
4. You shall not structure, fragment, or otherwise manipulate transactions for the purpose of evading regulatory reporting thresholds, transaction limits, sanctions screening, or internal compliance controls.
5. You shall maintain the confidentiality and security of your Roqqu Account login credentials, authentication devices, and any other security features associated with your Roqqu Account, and you shall implement reasonable safeguards to prevent unauthorised access, including securing your devices against malware, phishing attempts, and other cyber threats.
6. All actions carried out on your Roqqu Account would be deemed authorised by you. You shall immediately notify Roqqu upon becoming aware of any unauthorised use or suspected breach of your Account.
7. You shall not permit any other person to access or use your Roqqu Account, nor shall you access or use another person's Roqqu Account or act as an undisclosed intermediary, nominee, or agent for any third party. Notwithstanding the foregoing, you may act on behalf of another person where you are duly authorised to do so under Applicable Law (including, without limitation, pursuant to a valid power of attorney, guardianship, conservatorship, trusteeship, executorship, corporate authorisation, or similar legal arrangement), provided that you disclose such authority to us and submit any documentation or information we may require to verify the same. You hereby agree that we shall have the sole and absolute discretion to determine whether to recognise or accept any such authority or arrangement, and we shall not be obligated to permit any person to act on behalf of another, notwithstanding the legal validity of such an arrangement.
8. Where you act on behalf of a legal entity, you represent and warrant that you are duly authorised to bind such entity and that all Transactions are undertaken for legitimate business purposes.
9. You shall ensure that all recipient and transaction details provided are accurate and complete, and Roqqu shall be entitled to rely on the information supplied by you without direct or indirect liability for losses arising from erroneous or incomplete details provided by you.
10. You shall not rely on technical vulnerabilities, including glitches, security exploits, network errors, or system malfunctions, to obtain any unjust enrichment or unfair advantage.
11. You shall not interfere with, disrupt, negatively affect, or inhibit other customers from accessing or using Roqqu Services, nor take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Roqqu Services or any connected systems or networks.
12. You shall not modify, replicate, duplicate, copy, download, store, transmit, disseminate, transfer, disassemble, reverse engineer, decompile, broadcast, publish, remove or alter proprietary notices; license, sub-license, sell, mirror, design, rent, lease, private label, create derivative works of, or otherwise exploit any part of the Roqqu Services or related intellectual property without prior written consent.
13. You shall not use deep linking, web crawlers, bots, spiders, automated scripts, scraping tools, or similar technologies to access, obtain, copy, monitor, or extract any materials or information from Roqqu Services other than through functionalities intentionally made available.
14. You shall not attempt to gain unauthorised access to any part or function of Roqqu Services, or any related systems or networks, including by hacking, password mining, or other unlawful or prohibited means.
15. You shall not probe, scan, or test the vulnerability of Roqqu Services or any connected network nor breach or circumvent any security or authentication measures.
16. You shall not reverse look-up, track, or attempt to track any information relating to other users of Roqqu Services.
17. You shall not introduce viruses, malware, malicious code, denial-of-service attacks, or any other harmful technology nor use any device, software, or routine to interfere with the proper functioning of Roqqu Services or any transaction conducted thereon.
18. You shall not forge headers, impersonate any person or entity, or otherwise manipulate identification to disguise your identity or the origin of any communication transmitted to Roqqu.
19. You shall not use Roqqu Services in a manner that infringes the intellectual property rights or other proprietary rights of Roqqu or any third party.
20. You are solely responsible for determining and fulfilling any tax obligations arising from your use of Roqqu Services in any jurisdiction, and Roqqu does not provide tax advice nor assume liability for any tax assessment, penalty, or liability incurred by you.
21. You acknowledge and agree that Roqqu may monitor your Roqqu Account and Transactions for compliance, fraud prevention, and risk management purposes, and you agree to cooperate fully and promptly with any compliance review, audit request, or lawful enquiry, including providing information reasonably requested.

Any breach of these user obligations shall constitute a material breach of these Terms and may, acting reasonably and in accordance with applicable laws, result in suspension, restriction, freezing, or termination of your Roqqu Account; reversal or refusal of transactions; reporting to regulatory or law enforcement authorities; deletion of content in violation; or any other action deemed appropriate by Roqqu in accordance with Applicable Law.

iii. Digital Assets Services

Your Roqqu Account enables you to send, request, receive and store Digital Assets from third parties (each such transaction is a "Digital Asset Transaction").

All Digital Asset Transactions are processed as per your instructions. You agree that all information regarding instructions submitted is verified by you. We do not guarantee the identity of any user, receiver, requestee or other party. Digital Asset Transactions cannot be reversed once broadcast to the relevant Digital Asset network. Once submitted to a Digital Asset network, a Digital Asset Transaction could be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Roqqu Wallet balance or be available to conduct Digital Asset Transactions.

iv. Supported Digital Assets

Our Digital Asset services are available only in connection with the Digital Assets that Roqqu supports, and this may change from time to time. Under no circumstances should you attempt to use your Roqqu Account to store, send, request, or receive Digital Assets in any form that we do not support. Roqqu reserves the right to use reasonable efforts to help you move or sell Digital Asset that we no longer support that was once listed on Roqqu at the time it was stored in your Roqqu Wallet. Roqqu is not responsible or liable in connection with any attempt to use your Roqqu Wallet for Digital Assets we do not support.

v. Delisting Digital Assets

You hereby agree that Roqqu reserves the right, at its sole discretion, to delist any Digital Asset from its offerings without incurring any liability whatsoever towards you. Roqqu will provide notice to you in a timely manner regarding any such delisting, and you are encouraged to take appropriate action regarding your holdings of the affected Digital Assets. Roqqu shall not be held liable or responsible for any losses or damages incurred by you as a result of the delisting of a Digital Asset.

vi. Third-Party Payments

We are not responsible for ensuring that a third-party buyer or seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Assets transferred using the Roqqu Platform, or if you have a dispute with such a third party, you should resolve the dispute directly with that third party or report the matter to the appropriate law enforcement or regulatory authorities.

Roqqu has no control over and is not liable for the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from or sell to a third party. The provisions in this clause apply irrespective of whether the third party is a user of Roqqu Services or any other service provided by Roqqu.

vii. Advanced Protocols

Unless specifically announced on the Roqqu official communication channels, you may not use your Roqqu Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an advanced protocol not supported on Roqqu. You acknowledge and agree that we have no liability or responsibility whatsoever with respect to an unsupported advanced protocol.

viii. Operation of Digital Asset Protocols

We do not own or control the underlying software protocols that govern the operation of Digital Assets supported on our Platforms. We assume no liability or responsibility for the operation of the underlying protocols, and we are not able to guarantee their functionality, security, or availability. You acknowledge and accept the risk that the underlying software protocols relating to any Digital Assets you store in your Roqqu Wallet may change.

In particular, the underlying protocols are likely to be subject to sudden changes in operating rules ("Forks"), and such Forks may materially affect the value, function, and/or name of the Digital Assets you store in your Roqqu Wallet. Where possible, we may provide you with notices or alerts on Forks. However, it is your responsibility to make yourself aware of and consider how to deal with upcoming Forks. In the event of a Fork, there is a risk that we may need to temporarily suspend operations in relation to that Fork without providing advance notice to you. We may, in our sole and absolute discretion, decline to support either or both branches of a Fork. You acknowledge the risks presented by Forks, and you accept that we have no responsibility to assist you in moving or selling an unsupported branch of a Forked protocol.

ix. P2P Transactions (Deposits And Withdrawals)

THIS SECTION MAY NOT BE APPLICABLE OR AVAILABLE IN YOUR JURISDICTION

Roqqu may, where regulation permits, operate a peer-to-peer (P2P) system that provides hassle-free exchange of crypto-to-fiat and fiat-to-crypto services. Independent merchants perform deposit and withdrawal transactions between themselves using their Roqqu Wallets and their designated bank accounts in the Operating Country.

Roqqu reserves the right to suspend or terminate P2P transactions at any time in its sole and absolute discretion. Due to network delays, computer system failures, and other force majeure events that may lead to delays, suspensions, terminations, or deviations in the execution of P2P transactions, Roqqu will use reasonable efforts to ensure, but not promise, that the P2P transaction service execution system operates stably and effectively. Roqqu does not take any responsibility if the final execution fails to match your expectations due to the above factors or any other reasons beyond our reasonable control.

x. Transaction Limits And Enhanced Due Diligence

The use of all Roqqu Services is subject to a limit on the amount of volume you may transact or transfer in a given period (e.g., verification limits). To view limits, log in to your Roqqu Account. Your transaction limits may vary depending on the verification steps you have completed and other factors. Roqqu may apply a tiered limit structure, under which higher transaction limits may be granted to users who complete additional identity verification or satisfy enhanced due diligence requirements. We reserve the right to change applicable tiers as we deem necessary. If you wish to increase your limits beyond the amounts applicable to your account tier, you may submit a request via our dedicated communication channels.

We may require you to submit additional information about yourself or your business, provide records, arrange for meetings with Roqqu staff, and/or provide any other documents, information, data or clarification relating to any transaction, the source of funds or assets, the purpose and intended nature of your relationship with us, or the structure and beneficial ownership of any legal entity you represent (such a process is called "Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance. In our absolute sole discretion, we may refuse to raise your tier, or we may lower your tier at a later time, even if you have completed Enhanced Due Diligence.

xi. Recovery of Erroneous or Fraudulent Transactions

You agree that where any Digital Assets or Fiat are credited to your Roqqu Wallet as a result of system errors, glitches, security breaches, or any erroneous or fraudulent activity (Collectively "Erroneous Credits"), such amounts, including any gains or proceeds derived from them, shall remain recoverable by Roqqu.

Where any such Digital Assets or Fiat have been used, transferred, or are otherwise no longer available for reversal, you authorise Roqqu to recover the equivalent value from any available balances in your Roqqu Wallet.

If your available balances are insufficient to satisfy the full amount recoverable, you agree that the outstanding amount shall constitute a liability owed by you to Roqqu. Roqqu may reflect such liability as a negative balance in your Roqqu Wallet until fully settled.

The following procedures shall apply to Erroneous Credits:

1. If you have not used, converted, or moved the Digital Assets or Fiat erroneously credited, they will be recovered from your Roqqu Wallet at the value they were at the time the erroneous credit occurred;
2. If you have used, converted, or moved the Digital Assets or Fiat erroneously credited, a total recovery will be carried out at the current market value; and
3. We will promptly notify you of any such Erroneous Credits and the corrective action to be taken. You agree to cooperate fully in the recovery process and acknowledge the necessity of such recovery in maintaining the integrity and fairness of the Platform.

The market value for the purpose of recovery shall be determined based on the prevailing market rates at the time of the recovery.

You shall have the right to notify Roqqu within a reasonable period (not exceeding 7 days from notification) if you dispute any determination of an Erroneous Credit. Roqqu shall review such a dispute in good faith.

xii. Fraud Management and Law Enforcement

In the event of any suspected fraudulent or unlawful activity involving your use of the Platform, including but not limited to the following circumstances:

1. you initiate a payment to a third party for the purpose of crediting your Roqqu Wallet and subsequently report such payment as unauthorised or fraudulent;
2. you transfer Fiat or Digital Assets to a third party, and such transaction becomes subject to a dispute, chargeback, or law enforcement inquiry;
3. you gain unauthorised access to another user’s account and transfer, trade, or withdraw Digital Assets; or
4. any transaction associated with your Roqqu Account becomes subject to investigation, restriction, or enforcement action by a financial institution or competent authority;

you acknowledge that Roqqu operates solely as a Platform facilitating transactions between independent users and/or third parties and does not act as a counterparty to such transactions. Accordingly, Roqqu shall not be liable for any direct or indirect losses, claims, or refunds arising from such transactions.

Where, following an investigation, it is determined that any Fiat or Digital Assets credited to or transacted through your Roqqu Wallet are connected to fraudulent or unlawful activity, Roqqu reserves the right, without recourse to you, on the authority of these Terms and/or other Applicable Law such as an order of a court of competent jurisdiction, to reverse, restrict, or recover such assets, or their equivalent value, to the extent that such assets remain within the Platforms.

9. SUSPENSION, TERMINATION, CANCELLATION, AND RECOVERY

i. Suspension and Termination Of Roqqu Account

Roqqu reserves the right, without prior notice and without requiring a court order, and as permitted by applicable laws, regulations and circulars issued by the Regulators to whom Roqqu is subject, to (a.) suspend, restrict, block, or terminate your access to any or all of the Roqqu Services; where necessary for compliance, risk management or security purposes and/or (b.) deactivate your Roqqu Account with immediate effect. These account controls apply in, but are not limited to, the following cases:

1. The Roqqu Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
2. We detect what we consider in our sole and absolute discretion as unusual activities on your Roqqu Account;
3. We detect glitches that give rise to Erroneous Credits;
4. You report unauthorised activity/access to your Roqqu Account;
5. Roqqu Services are being used in a fraudulent or unauthorised manner;
6. We suspect money laundering, terrorist financing, fraud or a report of fraud, or any other financial crime;
7. If your credit or debit card or any other valid payment method linked to your Roqqu Wallet is declined;
8. We perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
9. You take any action that may circumvent our controls, such as opening multiple Roqqu Accounts or abusing promotions which we may offer from time to time;
10. Our service partners are unable to support your use of the Roqqu Account;
11. Roqqu believes that in the circumstances, it is necessary to protect our other customers;
12. Roqqu discovers that in the process of interacting with other customers, you used obscene language; insulted, extorted, harassed, threatened other users; or otherwise violated or tried to violate legal rights (such as, among other things, the rights to privacy, publicity, etc., and intellectual property) of other users, as well as the collection of private information that is subsequently being distributed to any other parties; and
13. You fail to comply with Know Your Customer (KYC) requirements.

ii. Administrative And Security Procedures And Measures

You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Roqqu Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you. Roqqu may apply such security or administrative procedures when taking decisions on certain actions to take against you when you violate or are in the act of violating the Platform's policy, which includes limiting access to, suspending, or closing your account. We will remove the suspension as soon as possible once the reasons for the suspension no longer exist.

iii. In the case of account termination due to fraud, violation of the law, or violation of these Terms:

Roqqu maintains full custody of the Digital Assets and Fiat being exchanged and your data/information that may be turned over to governmental authorities in the event of Roqqu Accounts' suspension/closure arising from fraud investigations, investigations of violations of law, or violations of these Terms.

Should your Roqqu account be terminated, transactional information will be securely stored within time limits specified by Applicable Laws. You acknowledge that where you initiate an account exit (right to erasure under applicable data protection regulations or other equivalent regulations) the termination protocol stated above will apply.

If Roqqu is informed that your Digital Assets or Fiat balances are not lawfully owned or possessed by you, Roqqu shall place an administrative hold on the affected Digital Assets and your Roqqu Account. If Roqqu does place an administrative hold on some or all of your Digital Assets or Roqqu Account, Roqqu may continue such a hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Roqqu has been provided to Roqqu in a form acceptable to Roqqu. Roqqu will not involve itself in any such dispute or the resolution of the dispute. You agree that Roqqu will have no liability or responsibility for any such hold or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.

Roqqu is under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

10. FEES AND TAXES

In consideration for the Roqqu Services, you agree to pay all applicable fees as disclosed within the Roqqu Platform or otherwise communicated to you prior to confirming a transaction. Transactions may be subject to additional charges imposed by intermediary banks, correspondent institutions, mobile money operators, or blockchain networks. Such charges are outside Roqqu's control and may be deducted from the transferred amount. If you owe us any fees or any other amounts, we will take the respective fees/amounts you owe us from the Digital Assets and/or Fiat balances we process on your behalf on the due date without your instruction. You hereby authorise us to deduct said fees.

You are solely responsible for determining and fulfilling any tax obligations arising from your use of Roqqu Services, including reporting obligations in your jurisdiction. We may deduct or withhold amounts where required by Applicable Law or regulatory authority.

Roqqu reserves the right to amend its fee structure at any time. Any changes shall be communicated before you confirm any transaction, and you have a right to proceed or not. Continued use of Roqqu Services following such notice constitutes acceptance of the revised fees.

11. REPRESENTATION, WARRANTIES, LIABILITIES, AND INDEMNITIES

i. Release Of Roqqu

If you have a dispute with one or more users of the Roqqu Services, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, employees or representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.

ii. Disclaimer Of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROQQU SERVICES ARE PROVIDED, “AS IS” AND “AS AVAILABLE”. ROQQU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ROQQU DOES NOT GUARANTEE ACCURACY, COMPLETENESS, RELIABILITY, OR AVAILABILITY OF ROQQU SERVICES OR TRANSACTION EXECUTION TIMES. ANY ESTIMATED PROCESSING TIMES ARE INDICATIVE ONLY.

iii. Limitation Of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROQQU, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF ROQQU SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF ROQQU SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ROQQU AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF ROQQU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF ROQQU'S GROSS NEGLIGENCE, FRAUD, WILFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF ROQQU, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, OR REPRESENTATIVES, ARISING OUT OF ROQQU SERVICES OFFERED BY OR ON BEHALF OF ROQQU AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF ROQQU SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO ROQQU UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

NOTHING IN THIS CLAUSE SHALL EXCLUDE OR LIMIT LIABILITY FOR LOSSES ARISING FROM ROQQU'S FRAUD, WILFUL MISCONDUCT, OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

12. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ROQQU, ITS AFFILIATES, CONTRACTORS, LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS, OR EXPENSES (INCLUDING LEGAL FEES) ARISING FROM ROQQU SERVICES; (I) YOUR BREACH OR ENFORCEMENT OF THESE TERMS; OR (II) YOUR VIOLATION OF ANY APPLICABLE LAWS.

13. LIMITATION OF LOSS

IN NO EVENT SHALL ROQQU, ITS AFFILIATES, OR SERVICE PROVIDERS BE LIABLE FOR (I.) LOSS OF EXPECTED PROFITS, REVENUE, OR GAINS, INCLUDING ACTUAL OR HYPOTHETICAL TRADING LOSSES AND LOSSES ARISING OUT OF GLITCHES AND ERRONEOUS CREDITS; (II.) LOSS OF REPUTATION, GOODWILL, BUSINESS OPPORTUNITIES, OR CUSTOMERS; (III.) LOSS OR CORRUPTION OF DATA, SOFTWARE, OR HARDWARE; (IV.) LOSSES RELATED TO INACCURATE, DELAYED, OR INCOMPLETE TRANSACTION OR PRICING DATA; (V.) ANY DIRECT OR INDIRECT LOSSES EXCEEDING THE FEES PAID TO ROQQU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (VI.) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EXCEPT TO THE EXTENT CAUSED BY ROQQU'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

14. DATA PROTECTION

Roqqu will process your personal data to provide Roqqu Services under these Terms. Roqqu processes personal data in accordance with Applicable Law, including data protection and privacy statutes applicable in the jurisdictions in which it operates. Personal data may include identity information, contact details, transaction history, device data, and compliance documentation.

Roqqu shall provide you with the information on the processing of your personal data, as well as your rights under Applicable Law by way of Roqqu's Privacy Policy.

15. FORCE MAJEURE

We shall not be liable for 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, pandemic, epidemic, act of civil or military authorities, Governmental regulation or restriction, 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 and shall not affect the validity and enforceability of any remaining provisions.

16. MISCELLANEOUS

17. DISPUTE RESOLUTION & ARBITRATION

These Terms shall be governed by the laws of the Federal Republic of Nigeria. To the fullest extent permitted under the laws of the Federal Republic of Nigeria, any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination (a "Dispute"), shall be resolved by binding arbitration on an individual basis. You expressly waive any right to participate in a class action, collective action, or class-wide arbitration.

If you believe your complaint has not been satisfactorily resolved by our customer support team within thirty (30) days from the date the complaint was submitted, you must first submit a written Notice of Claim to us at legal@roqqu.com before commencing arbitration. The Notice of Claim must: (a) Describe the nature and basis of the dispute; and (b) Specify the relief sought.

The submission of the Notice of Claim formally commences the dispute resolution process. Upon receipt, we shall negotiate in good faith for a period of thirty (30) business days to resolve the Dispute amicably. All negotiations and materials exchanged shall be confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding.

If the Dispute is not resolved within thirty (30) business days after submission of the Notice of Claim, either party may refer the Dispute to arbitration. Please note that the submission of a Notice of Claim is a mandatory condition precedent to the commencement of arbitration.

1. Subject to the provisions of these Terms, the arbitration shall be conducted in accordance with the Arbitration Rules of the Lagos Chamber of Commerce International Arbitration Centre (LACIAC) and the Arbitration and Mediation Act 2023.
2. The seat and legal place of arbitration shall be Lagos, Nigeria.
3. The arbitration shall be conducted by 3 arbitrators appointed by mutual agreement. If the parties fail to agree within fourteen (14) days, the arbitrator shall be appointed by the LACIAC Court in accordance with the LACIAC Rules.
4. The language of the arbitration shall be English.
5. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

Each party shall bear its own legal costs and expenses incurred in connection with any dispute, including legal representation fees. The costs of arbitration, including arbitrator fees and administrative expenses, shall in the first instance be borne equally by the parties, subject to adjustment by the arbitral tribunal in its final award.

Notwithstanding the foregoing, the arbitral tribunal may, where it determines that a claim or defence is frivolous, vexatious, abusive, or brought in bad faith, or where a party has acted unreasonably in the conduct of the proceedings, award costs (including legal costs and arbitration costs) against such party. In all other circumstances, each party shall bear its own legal costs.

Nothing in this clause prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction in Nigeria or via an Emergency Arbitrator under the LACIAC Rules where such relief is necessary to prevent immediate or irreparable harm.

18. REGULATORY CHANGES

Roqqu Services may be subject to regulatory changes, restrictions, or prohibitions in certain jurisdictions. Roqqu reserves the right to modify, suspend, or discontinue any service where required by Applicable Law or regulatory direction.

If you have a question or seek to make clarifications, you may reach us via legal@roqqu.com