Terms of use

ROQQU API SERVICE ("RAS")
TERMS OF USE
DATED: Oct 31, 2024

This terms and conditions of use ("Terms or Agreement") is a legal agreement between you ("you", "your", "Client"), and Roqqu Technologies ("Roqqu," "us," "our," "we").

These Terms shall apply when you sign up to use the free or paid version of Roqqu API Service (RAS). RAS allows you to: Integrate and gain access to Crypto APIs that enable you to perform various crypto transactions, including buying, selling, and swapping digital assets. Additionally, you'll have access to wallet services, which include— but are not limited to— wallet creation, management, and the ability to send and receive cryptocurrencies seamlessly, and any other services as may be provided or updated from time to time (collectively referred to as "Services")

By signing up to use RAS and access the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You also agree to comply with all agreements, applicable laws, and regulations incorporated into these Terms. The provisions of this Agreement govern your use of RAS, access to our Services and the business relationship between you and us.

We reserve the right to amend these Terms at any time and will notify you of any such changes by posting the revised terms on our website. All changes will be effective upon posting. You should check these Terms periodically for such changes. Your continued use of RAS and our Services after any such changes to these Terms constitutes your agreement to be bound by any changes. We may terminate, suspend, change, or restrict access to all or any part of RAS without notice or liability to you.

By clicking "Accept" at the bottom of the page, you confirm that you have read, understood, and agree to be bound by these Terms. You acknowledge and agree that your use of RAS, including information transmitted to or stored by us, is governed by our Privacy Policy.

In addition to this Agreement, Roqqu and the Client may agree on additional items as contained in an Order form.

1. VERIFICATION

1.1. The Client must provide valid and up-to-date business registration documents before accessing the RAS. You agree that your business is legally recognised in the jurisdiction of operation.

1.2. As part of our legal and compliance obligations, you will be required through your authorised representatives to submit Know-your-Customer (KYC) and Know-Your-Business (KYB) documentation, which may include, but is not limited to,

Company registration documents
Proof of address
Shareholder and director information
Identity verification of key personnel

1.3. As part of our KYC/KYB process, we reserve the right to request additional documentation or information from you to verify your identity, business, or compliance with applicable laws and regulations. Failure to provide the requested information may result in a delay, suspension, or termination of your access to the RAS and the Services. You hereby agree to promptly update us with any changes to your business or personal information that may impact your compliance with our KYC/KYB requirements.

1.4. We reserve the right to reject any application or terminate the Services in the event that initial or continuing KYC/KYB requirements are not met or if there is suspicion of illegal activity.

1.5. You are responsible for ensuring that all information provided to us, including during onboarding and in the course of using our Services, is accurate, complete, and up-to-date. If any of the information provided to us changes, you must notify us promptly and provide any necessary corrections. We reserve the right to verify any changes and request additional documentation to confirm their accuracy.

2. API ACCESS, USAGE AND CHANGE TO THE SERVICES

2.1. Roqqu grants the Client a non-exclusive, non-transferable, revocable license to use the RAS during the term specified in the order form signed with the Client ("Order Form") solely for business purposes, subject to compliance with these Terms.

2.2. The Client must comply with all usage limits as specified in the RAS documentation, including rate limits, API call thresholds, and data usage. Exceeding these limits may result in temporary or permanent suspension of access.

2.3. The Client agrees not to engage in any of the following actions, nor allow any third party to do so:

Reverse engineer, disassemble, or decompile any part of the Service.
Replicate, alter, or create derivative works based on the Service, except as expressly allowed under these Terms.
Remove, alter, or obscure any copyright or proprietary rights notices included in the Service.
Use the Service with external software in a way that deliberately bypasses any agreed-upon usage limits.
Sell, lease, license, sublicense, transfer, rent, or otherwise share the Service with any third party, except as specified in the order form signed with the Client.
Use the Service to create, distribute, or operate harmful software, viruses, malware, or similar malicious code, or engage in any action that disrupts or compromises the security, integrity, or functionality of the Service.
Utilise the Service to reproduce, distribute, or display content that is protected by copyright or other intellectual property laws (such as privacy or publicity rights) without obtaining prior permission from the content owner.
Access the Service to develop or operate competing products or services intended for third-party use.

2.4. We reserve the right, in our sole and absolute discretion, to modify, update, suspend, or discontinue the RAS and the Services and RAS Documentation at any time, without prior notice.

2.4.1. Such changes may include, but are not limited to:

Updates to RAS endpoints, protocols, or data formats
Changes to RAS documentation, including technical specifications and usage guidelines
Addition or removal of RAS features or functionality
Temporary or permanent discontinuation of RAS

2.5. Your continued access to and use of the RAS and the Services following any changes constitutes acceptance of those changes.

3. FEES AND PAYMENT

The Client will be charged based on RAS usage, as detailed in the Order Form. Failure to make payments within the stipulated period may result in suspension of access to RAS until outstanding balances are settled.

4. ONGOING MONITORING

The Client agrees to cooperate with ongoing monitoring and periodic KYC updates as required by law. Roqqu may request additional documentation or updates as needed to comply with AML/CTF regulations, and the Client is required to provide these documents without undue delay. In the event that we detect any suspicious or fraudulent activities, we reserve the right to terminate access without prior notice and report such activities to the relevant authorities.

5. INTELLECTUAL PROPERTY

5.1. Notwithstanding any other provision in these Terms, we shall remain the exclusive owner of the copyrights and any other intellectual property rights in RAS and the technology anywhere in the world. RAS is licensed (not sold or assigned) to you, and you have no rights in or to RAS or the technology other than the right to use RAS in accordance with the provisions specified in these Terms.

5.2. You are only authorised to use the copyrighted materials, trademarks, trade names, and service marks of Roqqu, including merch, souvenirs and other promotional items ("Roqqu Materials"), and other relevant materials provided by Roqqu solely in accordance with the purpose for which they are provided. Nothing contained in these Terms or otherwise shall effect or be deemed to effect an assignment, license, or other grant of any right by Roqqu of any of Roqqu's rights in or to such Roqqu Materials. In the event that you are unsure about actions or inactions pursuant to this Clause 5.2, you hereby undertake to seek clarification from Roqqu.

5.3. The Client shall retain all of its rights to its intellectual property rights in Client Data and grants to Roqqu a royalty-free, fully-paid, non-exclusive, non-transferable, sub-licensable, worldwide right to use Client Data for the purpose of providing the Services to the Client.

5.4. In the event that the Client provides feedback or opinion about the Services to Roqqu, Roqqu shall have an exclusive and royalty-free right to exploit feedback without restriction or liability.

5.5. The Client hereby agrees for Roqqu to use the Client's, name, logo and other relevant materials free of any charges or liabilities for marketing and advertising purposes.

5.6. The Client agrees that Roqqu may collect, use and disclose quantitative data derived from the use of the Service for industry analysis, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Client or its users.

6. FORCE MAJEURE

We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our control, circumstances such as 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.

7. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ROQQU SPECIFICALLY DOES NOT WARRANT THAT THE SERVICE, SOFTWARE, PROFESSIONAL SERVICES, OR DOCUMENTATION WILL MEET THE REQUIREMENTS OF THE CLIENT OR OTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. THE CLIENT ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN.

8. CONFIDENTIAL INFORMATION

8.1. Each party acknowledges that, during the course of using or providing Services under this Agreement, they may have access to confidential information belonging to the other party, including but not limited to business strategies, financial data, technical data, Client data, trade secrets, proprietary software, KYC details, Order Form and any other information marked or identified as confidential ("Confidential Information").

8.2. The receiving party agrees to:

Keep all Confidential Information strictly confidential and use it only for the purposes of fulfilling their obligations under this agreement.
Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or regulatory authorities.
Take all reasonable precautions to protect the confidentiality of the information, using the same level of care as they would for their own sensitive information.

8.3. Confidential Information does not include information that:

Is or becomes public knowledge through no fault of the receiving party.
Was lawfully in the possession of the receiving party before disclosure by the disclosing party.
Is lawfully obtained from a third party who has no confidentiality obligation to the disclosing party.

8.4. Upon termination of this agreement or at the disclosing party's request, the receiving party must promptly return or destroy all Confidential Information in its possession, except for any copies required to be retained by law.

9. INDEMNITY

You hereby agree to indemnify and hold us harmless against all claims, liabilities, damages, costs and expenses (including attorney fees and related charges) that we suffer or incur as a result of you breaching these Terms.

10. LIMITATION OF LIABILITY

We shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of the failure of any of your devices, a lack of internet connection, or any other circumstances whatsoever not within our control, including, without limitation, system error, interruption, delay, or non-availability of the Services, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system. You hereby agree that, to the extent permitted by applicable laws, we shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses resulting from the use of or inability to use the Service. We shall have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity as a result of your unauthorised use of the Platform. In the event the Services are interfered with or unavailable, our sole liability shall be to re-establish the Services as soon as reasonably possible.

11. SUSPENSION, TERMINATION, & REFUND POLICY

11.1. You agree that Roqqu shall have the right to immediately suspend your access to the RAS and the Services for any reason, including if Roqqu suspects any such a violation of these Terms, our Privacy Policy, or any applicable laws and regulations, immediately and without notice and for a period at our absolute sole discretion.

11.2. You agree that pursuant to the suspension in Clause 11.1 above, Roqqu shall not be liable to you in whatever way. Suspension of access to the RAS may also arise in the following cases:

A regulatory action;
Detection of unusual activities;
Detection of glitches
Report of unauthorised access;
Concerns that a transaction is erroneous or about the security or we suspect the Services are being used in a fraudulent or unauthorised manner;
Suspicion of money laundering, terrorist financing, fraud or a report of fraud, or any other financial crime;
We perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
You take any action that may circumvent our controls,
Roqqu believes that in the circumstances, it is necessary to protect other clients; and
We are required to do so by a court order or command from a regulatory/government authority.

11.3. Either party may terminate this Agreement with or without cause by providing at least 30 days' written notice before the end of the current subscription period.

11.4. Roqqu reserves the right to terminate this Agreement immediately and cease providing the service at its sole and absolute discretion for no reason, or for any reason, including but not limited to:

Business Decision: Roqqu decides to discontinue the Service or no longer wishes to offer the RAS to the Client.
Violation of T&C: The Client breaches any material term of this Agreement, including failure to comply with KYC/AML regulations.
Non-Payment: The Client fails to make payments when due.
Unlawful Activity: There is evidence of fraudulent or unlawful activities conducted by the Client.

11.5. Upon termination for any reason, the Client's access to the RAS and related Services will be immediately revoked. The Client will remain liable for any outstanding fees incurred before termination.

11.6. Refund Policy

11.6.1. No refund will be provided for any remaining subscription period if the Client terminates the Agreement.

11.6.2. In the event that Roqqu terminates specifically pursuant to Clause 11.2, (i) the Client will receive a prorated refund for any unused portion of the subscription.

11.7. Any provisions of this Agreement that, by their nature, should survive termination (including confidentiality, payment obligations, and indemnities) will continue in effect after termination.

12. DEVICES

ROQQU IS NOT LIABLE FOR ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAREWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, OR OTHER ATTACK. WE ADVISE THE REGULAR USE OF A REPUTABLE AND READILY AVAILABLE VIRUS SCREENING AND PREVENTION SOFTWARE. YOU SHOULD ALSO BE AWARE THAT SMS AND EMAIL SERVICES ARE VULNERABLE TO SPOOFING AND PHISHING ATTACKS, AND YOU SHOULD USE CARE IN REVIEWING MESSAGES PURPORTING TO ORIGINATE FROM US. ROQQU CUSTOMER SUPPORT WILL NEVER ASK TO SCREEN SHARE OR OTHERWISE SEEK TO ACCESS YOUR COMPUTER OR ACCOUNT; SIMILARLY, WE WILL NOT ASK FOR YOUR TWO FACTOR AUTHENTICATION CODES.

13. DATA PROTECTION

Roqqu will process your personal data to provide the Services under these Terms. Roqqu shall provide you with the information on processing of your personal data, as well as your rights under applicable laws and regulations, by way of Roqqu's Privacy Policy ('Privacy Policy'). Roqqu may, from time to time, revise, update and change the Privacy Policy. You can access the most recent version of the Privacy Policy at https://www.roqqu.com/privacy-policy You hereby confirm that you have familiarised yourself with and understood the information provided in the Privacy Policy.

14. FEEDBACK

You may provide feedback, suggestions, or ideas about the RAS and the Services ("Feedback"). By submitting Feedback, you grant us a worldwide, perpetual, irrevocable, royalty-free, and fully transferable license to use, modify, distribute, and incorporate the Feedback into the RAS the Services or any of our services without restriction. You acknowledge that we are not obligated to implement any Feedback provided, and you waive any claims whatsoever related to the use or non-use of such Feedback.

15. GENERAL PROVISIONS

You shall not assign any of your rights and obligations under these Terms without our written consent.

If any provision of these Terms is determined invalid by a competent authority or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability; if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of these Terms and the Related Agreements shall remain in effect.

These Terms shall not be construed as creating any partnership, joint venture, agency, or similar relationship between you and us other than the relationship with respect to carrying out the provisions of these Terms. All rights, duties, obligations, and liabilities shall be separate, individual, and several, not joint or joint and several.

In the event that we do not exercise or enforce any legal right or remedy contained in these Terms, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

16. APPLICABLE LAW AND DISPUTE RESOLUTION

Any dispute, claim, or controversy between you and Roqqu arising in connection with or relating in any way to these Terms or to your relationship with Roqqu as a client, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below, and except in cases where the dispute cannot be submitted to arbitration under the applicable law (in such cases the disputes may be submitted to the court). The Arbitration proceedings shall be governed by and construed in accordance with the laws in force in the Federal Republic of Nigeria.

The seat of the arbitration shall be Lagos, Nigeria. The location of any in-person arbitration hearing shall be Lagos, Nigeria, unless otherwise agreed to by the parties. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the "Confidential Information") shall not be disclosed to any non-party except the tribunal, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

You agree that any claims relating to these Terms or to your relationship with Roqqu whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration or in court where a dispute cannot be referred to arbitration, except where applicable law provides otherwise on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Roqqu, except where applicable law provides otherwise.

17. CONTACT ROQQU

If you have any feedback, questions, or complaints, contact us via our customer support feed. feel free to contact us at: api@roqqu.com