SOL TERMS AND CONDITIONS
Last updated: 09 June 2019
Please read these Terms carefully before using the SOL Platform because they affect your legal rights and obligations.
1.1. Thank you for choosing SOL. SOL provides the SOL Platform which includes an online portal or exchange that gives you access to different Services, including Digital Currencies, Digital Asset Tokens and third party services. Some of these Services offered by Authorised Third Parties may be available through the SOL Platform.
1.2. Please note that SOL is not a registered bank in any jurisdiction.
1.3. SOL will be entitled to, but not be under any obligation, to monitor your use of the SOL Services. SOL may in its sole discretion, immediately and without notice, suspend or terminate your access to and use of the Services if we reasonably suspect you to be using the Services in breach of these Terms or any Applicable Laws.
2. IMPORTANT DISCLAIMER AND RESTRICTIONS
2.1. It is your sole responsibility to identify, understand and comply with all Applicable Laws that may apply in your jurisdiction when you access or use the SOL Services. These include for example applicable tax, exchange control, import and export, foreign currency and cryptocurrency laws. You take note that your jurisdiction may not allow use of the SOL Service in which case you agree not to use the SOL Service.
2.2. Authorised Third Party Services made available through the SOL Platform will be regulated by the terms and conditions of the applicable Authorised Third Party and SOL will not be a party to the agreement between you and the Authorised Third Party. SOL will not be liable to you in respect of any Authorised Third Party Services made available to you, even if such Authorised Third Party Services are made available to you through the SOL Platform.
2.3. SOL does not endorse the accuracy or reliability of any information, statement, opinion, or other content contained on the Website or provided in the Services, and such content does not constitute legal, financial, professional or other advice and should not be used to obtain credit, make investments of any nature or make financial decisions or for any other commercial purposes.
2.4. All information provided on the Website or with the Services are provided for information purposes only. You should therefore not rely on it when making any decisions or when transacting through the SOL Platform.
2.5. If you rely on the information on the Website or with the Services, you do so strictly at your own risk. SOL will not accept any responsibility for any loss whatsoever which may arise from reliance on information or materials published on the SOL Platform or with the Services.
2.6. All information provided on the SOL Platform and with the Services is the intellectual property of SOL and are subject to these Terms and Applicable Laws.
2.7. All Services provided in terms of these Terms are provided “as is” and for the purpose of testing and providing feedback. The SOL Platform and SOL Account are still in beta testing phase and SOL makes no representations or warranties, express or implied, regarding the Beta Product(s), including any representation that the Services thereunder will be uninterrupted or error-free. To the fullest extent permitted under Applicable Law, SOL disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose in respect of the Beta Product(s). For the avoidance of doubt, all Beta Product(s) are pre-release, are expected to contain defects which may be material, and are not expected to operate at the level of performance or compatibility of a final, generally available product offering. The Beta Product(s) may not operate accurately and may be substantially modified prior to public availability or withdrawn at any time. Accordingly, access to and use of the Beta Product(s) is entirely at your own risk. In no event shall SOL be liable for any damage whatsoever arising out of the use of or inability to use the Beta Product(s), even if SOL has been advised of the possibility of such damages. You are advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of any Beta Product.
2.8. You agree to indemnify and hold SOL, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to a User’s access, use or misuse of the Beta Product(s), or any act or omission by a User in violation of this Agreement.
2.9. No information available on the SOL Platform or in the Services or provided by any employee, agent or affiliate of SOL, will constitute financial, investment, other professional or other general advice.
2.10. You are solely responsible for any decisions in relation to the use the SOL Platform, including a decision to store, buy, sell or exchange Digital Currency or Digital Asset Tokens, and such decision should take into account your risk tolerance and financial circumstances. You should consult your legal, tax, investment and other professional advisors before using the Services.
2.11. You may be liable for payment of tax in relation to any transactions performed through the Services. It is your responsibility to obtain your own tax advice and you will be liable for the payment of any tax that you may be liable for in any jurisdiction resulting from your use of the SOL Platform and Services. SOL will not be liable for any taxes in relation to transactions through the Services.
2.12. International export controls, economic sanctions requirements or other regulatory approvals may apply or be required when you use the Services. It is your sole responsibility to ensure that you comply with any of these requirements and obtain the required approvals. You may not use the SOL Platform or Services if:
2.12.1. you are in or under the control of, or a resident of any country subject to United States embargo, UN sanctions, the HM Treasury financial sanctions regime;
2.12.2. you are on the list of 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;
2.12.3. you intend to supply any acquired or stored Digital Currency, or transact with people or businesses operating in any country that is 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;
2.12.4. you are a South African resident and intend to use the SOL Platform to transfer Digital Currency, Digital Asset Tokens or Local Currency to persons or entities that are not South African residents, if such transfers are done in contravention of South African Exchange Control Regulation 10(1)(c);
and SOL reserves the right to suspend or terminate your SOL Wallet immediately and/or to restrict or prohibit any or all of your transactions if you breach, or if SOL reasonably suspects that you are in breach of the above restrictions or any other Applicable Laws and SOL reserves the right to report any such suspect activities to the relevant regulatory authorities without warning or notice to you.
3. INTERPRETATION AND DEFINITIONS
3.1. "Account" or "SOL Account" means the account that a User creates and registers through the Website in order to access the SOL Platform and Services;
3.2. "Applicable Laws" means any law, by-law, ordinance, proclamation and/or statutory regulation which SOL or the User are required to observe by reason of the provision of the Services, use of or business with the Services and matters incidental thereto, including, but not limited to, any present or future legislation, measure, requirement, order, ordinance, rule, guideline, practice, concession, or request issued by any relevant authority, government body, agency or department, which is applicable to these Terms;
3.3. "Authorised Third Parties" means third party banking, payment or other service providers, including service providers of value added services, which SOL has authorised to provide Services through the SOL Platform;
3.4. "Beta Products" means all products or services still in beta testing phase;
3.5. "Digital Asset Tokens" means Digital Currencies privately issued by SOL or associated entities as set out in more detail on the Website;
3.6. "Digital Currency" means crypto assets which are digital representations or tokens that are electronically issued by decentralised entities and accessed, verified, transacted, and traded electronically by a community of users, but excludes Fiat Currency and Electronic Money;
3.7. "Electronic Money" means money that is stored electronically and issued on receipt of funds, is generally accepted as a means of payment by persons other than the issuer, is redeemable for physical cash or a deposit into a bank account on demand and is essentially monetary value represented by a claim on the issuer;
3.8. "Fees" means the fees payable in relation to any Services and as more fully set out on the Website;
3.9. "KYC" refers to Know Your Customer and "KYC practices" means the practices implemented by SOL in relation to KYC;
3.10. "Local Currency" means fiat or government issued currency, recognised as currency in the applicable jurisdiction (e.g. USD, EUR, ZAR);
3.11. "Minimum Closure Amount" means USD10.00 or the equivalent in your Local Currency;
3.12. "Minimum Unallocated Deposit Amount" shall mean, until otherwise determined by SOL, USD10.00 or the equivalent in your Local Currency.
3.13. "Personal Information" means all information about a User that can be used to identify the User;
3.14. "Services" means the SOL Platform and the services supplied or made available by SOL or Authorised Third Parties to Users through the SOL Platform;
3.15. "SOL", "us" and "we" means Foreman Industries Corp (company registration number 019304), a company incorporated in terms of the laws of Seychelles, with its physical address at Premier Building, Victoria Street, Mahe, Seychelles;
3.16. "SOL Exchange" means a service to transact in a chosen amount of Specified Digital Currency or Digital Asset Tokens at the quoted exchange rate, or to exchange Digital Currencies and as more fully described in clause 12;
3.17. "SOL Platform" means the Website, any associated mobile applications, websites or APIs to the Website;
3.18. "SOL Wallet" refers to the means through which the SOL Account is accessed;
3.19. "Specified Digital Currency/ies" means a Digital Currency that SOL, in its sole discretion, decides to support and as specified on the Website;.
3.20. "Terms" means these terms in this legally binding agreement that regulate your use of the Services and our relationship with you;
3.21. "User" and "you" means the person making use of the Services;
3.22. "Value Added Services" or "VAS" means value-added services such as mobile network airtime and/or pre-paid electricity; and
3.23. "Website" means www.solwallet.co.za and/or www.solwallet.org, including all sub-domains.
4. WHEN DO THESE TERMS APPLY?
4.1. These Terms apply when you use the SOL Platform or the Services and when you register for and open a SOL Account.
4.2. We reserve the right to refuse any request for our Services without notice or reason.
4.3. These Terms will also apply to any future services and interaction channels that may be made available by us unless stated otherwise.
5. OTHER APPLICABLE TERMS
6. CHANGES TO THESE TERMS
We may change or add to these Terms, change or cancel the Services or offer new Services to you from time to time, change or remove the Website from time to time, at our discretion. We will notify you of any material changes with a prominent notice on the Website and through the SOL Platform Chat service in your Account, each time that you access the SOL Platform or Account. You may only continue to use the Services, if you agree to the new or amended Terms applicable at the time.
7. DURATION OF THESE TERMS
Simply, these Terms (as amended) apply for as long as you use our Services, which shall include the period until any disputes have been settled in the event of any disputes arising from the use of the Services.
8. USER RISKS
8.1. You agree and understand that the volatile nature of digital currency markets, price fluctuations, material and sudden increases or decreases in value creates significant risk to trading in Digital Currencies and Digital Asset Tokens.
8.2. Your financial and investment situation and needs and your risk tolerance may result in you not being a suitable User of the Services to trade Digital Currencies or Digital Asset Tokens.
8.3. You have taken note of these and any other relevant risks relating to the transactions available through the Service and accept and agree that you are solely responsible for any decision to register for and use the Services.
9. OUR SERVICES
9.1. We offer the SOL Platform through the Website and allow you to open a SOL Account and SOL Wallet for purposes of transacting in Digital Currencies and Digital Asset Tokens as specified on the Website, subject at all times to these Terms.
9.2. Generally speaking the following Services will be available through the SOL Wallet, SOL Account and SOL Platform:
9.2.1. Transacting in, sending and receiving Digital Currency and Digital Asset Tokens.
9.2.2. Purchasing value added services.
9.2.3. Exchange services as set out in clause 12.
9.2.4. Any other Services as set out on the Website.
10. USING THE SOL WALLET AND SOL ACCOUNT
10.1. Once you have registered a SOL Account you can make payment of Local Currency into the specified SOL bank account that a SOL operating entity in your jurisdiction will operate and manage. The payments will be allocated to your SOL Wallet for transacting in Digital Currencies and Digital Asset Tokens through the SOL Platform and for purchasing VAS or other Services offered by Authorised Third Parties only. You agree that SOL may share your Personal Information with the local SOL operating entity to process transactions as instructed by SOL.
10.2. You will receive a reference number for every payment made which you must use as a reference where so required.
10.3. You make payment subject to the following terms:
10.3.1. You may not make payments by cheques;
10.3.2. No third party may make a payment into your SOL Wallet, only you as the registered User may make a payment into your SOL Wallet;
10.3.3. You may only make payments in a manner as specified on the Website;
10.3.4. Under no circumstances may you make a payment into your SOL Wallet for the purpose of storing Local Currency;
10.3.5. You may only make a payment for the purpose of purchasing goods or services through the SOL Platform;
10.3.6. Unless the payment qualifies as a “Single Europe Payment Areas” transfer, you may only make a payment in Local Currency associated with your SOL Wallet. For example, if you have a ZAR wallet, you may only make payments in South African Rand;
10.4. If you breach, or if SOL reasonably suspects that you are in breach of any of the terms in clause 10.3, SOL may suspend or terminate your SOL Wallet immediately, or there may be a delay in the payment being allocated to your SOL Wallet.
10.5. In addition, you take note that delays may be caused by operational or managing processes or different processing times being applied by the different applicable banks. Although SOL will take all reasonable care to allocate all payments made in terms of this clause 10, SOL will not be liable for any delay or failure of a payment to reflect timeously.
10.6. You will be able to request a withdrawal of the proceeds from a transaction through the SOL Platform or the advance payments available in your SOL Wallet if you no longer wish to proceed with transactions through your SOL Wallet.
10.7. Where any Local Currency in your SOL Wallet is not used for a period exceeding three months, or you withdraw Local Currency from your SOL Wallet in less than 5 days from making a payment, without using SOL Exchange, then SOL may charge and obtain from you an "Inactivity Fee" of ZAR 1.00 per month or per withdrawal (or the equivalent in your Local Currency), which shall be collected from the Local Currency or Supported Digital Currencies or Digital Asset Tokens held in your SOL Wallet.
10.8. If you retain funds in your SOL Wallet and SOL detects inactivity of your SOL Account as determined by SOL, SOL will notify you through the SOL Platform Chat service. The law in your jurisdiction may require us to report and deliver the funds to the relevant authorities as unclaimed property if we cannot get hold of you. If the law permits, SOL will deduct a fee for the inactivity as specified on the Website. In the event of SOL being unable to contact you and being required to deliver your funds to any relevant authority, you indemnify and hold SOL harmless for any loss that you may suffer.
10.9. If you make a payment of less than USD10.00 or the equivalent in your local currency that we cannot allocate within a month of being paid, SOL will retain the amount as a service fee and you accept and agree that you shall have no further claim or entitlement to such funds.
10.10. Through use of your SOL Wallet, you are able to store, send and receive Digital Currency and Digital Asset Tokens in your SOL Account. SOL only supports the Specified Digital Currencies specified on the Website, currently being Bitcoin (“BTC”) and Ethereum (“ETH”). You can only use your SOL Wallet for transacting in the Specified Digital Currencies and you may not attempt to transact in any other Digital Currencies through the SOL Platform. In this regard you specifically agree that you will not have access to or a claim for any Digital Currency sent to a receive address associated with your SOL Wallet (i) for any currency other than a Specified Digital Currency or (ii) if the receive address is associated with a Digital Currency other than a Specified Digital Currency. Practically this means for example that you will not have access to or a claim for Bitcoin Gold sent to a Bitcoin receive address.
10.11. As part of the Service, SOL may offer transactions in relation to Digital Asset Tokens and also offers Users an ability to exchange between different Digital Asset Tokens and Specified Digital Currencies at the rates set out on the SOL Platform. SOL guarantees that Digital Asset Tokens will be backed by the corresponding assets purchased and stored by SOL, and which will be subject to periodic external audits. SOL will make all reasonable efforts to keep the Digital Asset Tokens rate aligned to the open market rates of the corresponding assets. Digital Asset Tokens are only available to Users of the SOL Platform within the SOL Platform, and cannot be sent outside of or received from outside of the SOL Platform.
10.12. If you sell any Specified Digital Currencies or Digital Asset Tokens, we will credit the proceeds to your SOL Wallet.
10.13. Depending on your jurisdiction, as part of the Services, we may offer that you purchase Value Added Services like airtime or pre-paid electricity or other Services from Authorised Third Parties through the SOL Platform. These transactions will be subject to the agreement entered into with the Authorised Third Party and SOL will not be liable for any claim against or dispute between you and the Authorised Third Party.
10.14. You must take note that in some cases the agreement with the Authorised Third Party will require payment through a direct sale of Digital Currencies or Digital Asset Tokens available from your SOL Wallet at the applicable exchange rate at the time, to settle the purchase price of the goods or services purchased from the Authorised Third Party.
10.15. You may receive Digital Asset Tokens from another SOL User into your SOL Wallet by providing the sender with a receive address generated in your SOL Wallet. Your SOL Wallet will only be credited with Digital Asset Tokens sent to a receive address generated through your SOL Wallet.
10.16. You may receive Specified Digital Currency into your SOL Wallet by providing the sender with a receive address generated in your SOL Wallet and in which case your SOL Wallet will be credited with the Specified Digital Currency that is being sent by another User to a receive address generated through your SOL Wallet and associated with the Specified Digital Currency. For example, your SOL Wallet will be credited with ETH when it is sent to an ETH receive address generated through your SOL Wallet.
10.17. Even though SOL may implement reasonable KYC processes, SOL cannot warrant Users’ identities and you accept responsibility for the correctness of all transaction details before you submit an instruction to proceed with a transaction through the SOL Platform.
11. WITHDRAWING FROM YOUR SOL WALLET
11.1. If you want to withdraw the proceeds from a sale through the SOL Platform or if you no longer wish to proceed with transactions through your SOL Account, you may request from SOL to withdraw the proceeds or advance payments made in relation to the Services and pay it over to your local bank account if you have added your local bank account details to your SOL Account. SOL will process all such requests in terms of your instructions as soon as reasonably possible, but cannot guarantee any time period. No withdrawals to third parties are allowed. Any other withdrawal processes will be specified on the Website.
11.2. You are solely responsible to provide complete and correct banking details when adding your bank account details to your SOL Account and SOL will not be liable in the case where you provide incorrect information. Once SOL has acted on your instructions it would not be possible to reverse the withdrawal.
12. EXCHANGE SERVICES
12.1. SOL does not guarantee that this Service will be available at all times. In terms of this Service, you may exchange a Specified Digital Currency or Digital Asset Tokens at the quoted exchange rate and in terms of the fee structure specified on the Website. This Service is not available in all jurisdictions.
12.2. Please note that this Service is only suitable for Users with past experience in exchange services and who have used similar platforms before, as there is significant risk attached to this Service. You use this Service entirely at your own risk. You acknowledge and agree that this Service entails automatic execution and cannot be reversed, unless SOL experiences a technical challenge and in which case we may in our sole discretion decide to reverse a trade or take any other reasonable steps in the circumstances.
12.3. The exchange Service entails that you will receive a quoted exchange rate for the Specified Digital Currency or Digital Asset Tokens that you wish to sell. The percentage of the quoted exchange rate that reflects SOL’s facilitation of the relevant trade will vary according to market conditions and as a result SOL cannot specify it. The quoted exchange rate for this Service may be different to the exchange rates offered on external platforms or elsewhere on the SOL Platform, and if you choose to proceed with this Service, the quoted exchange rate will apply.
12.4. In offering the exchange Services, SOL does not act as your agent, advisor, broker, intermediary, or in any other fiduciary capacity and SOL does not provide any advice in the offering of this service.
12.5. Note that SOL may implement certain restrictions such as a volume limit per transaction, a limit to the trade amount or any other restrictions or requirements in our sole discretion and without notice.
12.6. You may only confirm an exchange transaction if you agree to the quoted exchange rate and the amount of Specified Digital Currency or Digital Asset Tokens for the transaction.
12.7. We may in our sole discretion decide to delay or refuse an exchange transaction if we believe there to be a risk of illegal activities, fraud, money laundering, or tax evasion to be involved or if we believe there to have been an error. SOL will not be liable to you if there is a delay or refusal of an exchange transaction.
13. YOUR ACCOUNT AND INFORMATION
13.2. You may not provide any Personal Information of third parties to SOL and you agree to only provide your own Personal Information.
13.3. You are solely responsible to keep your Account access credentials safe. This means that should anyone enter your Account access credentials (whether that be you, or anyone else), we may assume that the person using the SOL Platform or Services is you.
13.4. You are not allowed to share your Account with other Users. Only you may use your Account to access the SOL Platform and Services and you may only use your Account and the Services for your own personal purposes. You are strictly prohibited from sub-licensing or commercially exploiting your Account or the Services.
13.5. It is in your interests to familiarise yourself with our security requirements, guidelines and procedures that we communicate from time to time and you should follow these carefully.
13.6. You must inform us immediately if there has been, or if you suspect, any breach of security confidentiality of your Account, and update your Account access credentials.
13.7. SOL will process all transactions in relation to your SOL Wallet on your or your purported instructions and will accept all instructions in relation to your SOL Account to be actual instructions from you.
13.8. You have an obligation to notify SOL immediately via email at email@example.com if you have received Local Currency, Digital Currency or Digital Asset Tokens in error, or if you suspect, or should reasonably have known or suspected that you have received it in error. You have no rights to such receipts and must act on SOL's instructions to return it.
13.9. SOL implements reasonable measures to protect the security of your SOL Account as set out on the Website. Please consider all messages received from an address that purports to be from SOL carefully. All messages from SOL will be available on your SOL Account if you log in to the Website and will also be available through the SOL Platform Chat service in your Account. You should not act on any messages from domains other than solwallet.co.za or solwallet.org.
13.10. You remain solely responsible to ensure that no third party accesses your SOL Account by securing your log on and sign in details, your password, personal identification number or any other information relating to your SOL Account and using any available security measures. You are also responsible for the security of your email account and phone number and two-factor authentication applications or devices relating to your SOL Account.
13.11. If you don’t keep your SOL Account secure, unauthorised access to your SOL Account may result in Digital Currency, Digital Asset Tokens or Local Currency in your SOL Wallet or bank account linked to your SOL Wallet being lost. SOL is not responsible or liable for any unauthorised access to your SOL Account, unless as a result of SOL’s actions or omissions.
13.12. Attacks on your computer or equipment may compromise the security of your SOL Account. These typically include phishing, spoofing, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. It is your responsibility to do regular virus screening and run the necessary software to protect your computer and equipment.
13.13. 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 SOL Account and accept all risks of any unauthorised or authorised access to your SOL Account.
13.14. SOL securely stores all Specified Digital Currency and Digital Asset Token private keys related to your SOL Account. SOL will be the owner of and control these private keys at all times. You will have no rights to it and SOL will not:
13.14.1. sign any data with a private key;
13.14.2. allow access to funds related to your private keys except for Specified Digital Currency or Digital Asset Tokens related to your SOL Wallet;
13.14.3. allow a receive addresses to be created in relation to your private key. A receive address may only be created through your SOL Wallet;
13.14.4. allow any Specified Digital Currency or Digital Asset Tokens to be credited in relation to a private key except if received through a receive address related to your SOL Wallet.
14. DIGITAL CURRENCY NETWORKS
14.1. Transactions in relation to Specified Digital Currency must be confirmed and recorded in the public ledger of the applicable Digital Currency network. These are operated by third parties and SOL does not have control over these network operations which will confirm and verify all transactions in relation to the applicable Specified Digital Currency. SOL can only confirm that the network has completed a transaction and SOL cannot cancel or reverse a transaction or control any delays caused through these networks.
14.2. In terms of the network operations, there may be a time period that the status of a transaction is unconfirmed and pending and during which time funds relating to the pending transaction will not reflect in the balance of your SOL Wallet.
14.3. We will submit an instruction from you to send Digital Currency from your SOL Account to the relevant Digital Currency network, where after the network will automatically complete or reject the request. We will not be able to cancel or change an instruction once we have submitted it to the network.
14.4. Specified Digital Currencies networks may make use of open source software and SOL has no control over the operation or use of the software. Accordingly SOL does not give any guarantees regarding availability of the Specified Digital Currency Networks and Users should take note that they may experience what is referred to as “forks” – being unexpected changes in the network’s applicable rules of operation. This may have an effect on the value, function, and/or name of any Digital Currency in your SOL Account. SOL generally does not support forks and although under no obligation, we may in our discretion and with or without notice suspend operations and act in the manner that we believe to be in the User’s best interest. If SOL makes the decision not to support it, the assets on that fork will not be available to the User and SOL will hold the assets.
15. KYC PROCESSES
15.1. Whether required by applicable laws or not, SOL implements voluntary processes commonly referred to as Know Your Customer for purposes of combatting fraud and prevention money laundering and terrorist financing activities.
15.2. These KYC processes include that you will be required to provide us with certain specified Personal Information and supporting documentation as we determine in our sole discretion and depending on various factors, such as your jurisdiction, the nature of the Services provided to you and the limits that apply to the transactions you perform through your Account on the SOL Platform. You may not be able to use your Account until these or any further KYC processes that SOL may require during the term of the relationship between us, have been completed.
15.3. Where SOL requires KYC processes to be completed, you will not be able to complete a transaction until SOL is satisfied that you have complied with their KYC requirements.
15.4. SOL will retain all KYC information for a reasonable period of time, considering internal business requirements and requirements in terms of applicable laws.
16. CANCELLATION AND SUSPENSION
16.1. At any time, and without cause, we may cancel or suspend your Account or access to the Website and/or use of the Services in our sole discretion, without any liability if you are in breach of these Terms.
16.2. In addition, SOL may cancel your Account, terminate these Terms, suspend SOL's obligations if:
16.2.1. we become aware of circumstances that lead us to believe that you will not perform your obligations required by these Terms;
16.2.2. you have used the Website to breach the intellectual property rights of any third party;
16.2.3. you have not used your Account or the Services for a period that we regard you to become an inactive User; or
16.2.4. you have suspended any payments due by you in terms of these Terms to us.
16.3. Importantly, all our rights in respect of the confidentiality undertakings and our limitation of liability as set out below will survive the termination of these Terms.
16.4. Upon termination of these Terms:
16.4.1. you must make all reasonable efforts to delete all parts of the Services held by you in any format whatsoever;
16.4.2. you must immediately cease all use of the Services;
16.4.3. we may delete your SOL Account and you will no longer be able to access any portion of the Website or Services that requires a SOL Account; and
17. CLOSING YOUR SOL ACCOUNT
17.1. If you want to close your SOL Account and stop using the Services, you must send a request to firstname.lastname@example.org. SOL will close your SOL Account after any Local Currency, Digital Currency or Digital Asset Token balances in your SOL Wallet reaches the Minimum Closure Amount as referred to in clause 17.3 below and provided you did not transact through your SOL Account for at least the previous 30 (thirty) calendar days. These requirements intends to protect you against loss.
17.2. You will not have access to the SOL Platform after your SOL Account has been closed.
17.3. If there is any Local Currency or Digital Currency or Digital Asset Tokens left in your SOL Wallet at the time of closing the Account and it exceeds the Minimum Closure Amount of USD 10.00, SOL will retain the funds as a closing fee.
18.1. The detailed information on Fees payable for the different Services available through your SOL Account and the SOL Platform are set out on the Website or where applicable on the Authorised Third Party’s website. Note that Fees may change from time to time without notice and the Fees as set out on the Website when you make use of the Service, apply at the time. A change in Fee will not affect any completed transactions.
18.2. Depending on the type of Service, different Fees may apply to Users in different jurisdiction.
18.3. Examples of the Fees we may charge include,
18.3.1. Send and Receive Fees;
18.3.2. Deposit and Withdrawal Fees;
18.3.3. Exchange Fees;
18.3.4. Subscription Fees;
18.3.5. Inactivity Fees.
19.1. Payment: payment of the Fees is required before you can use the Services. You warrant that you are authorised to use the relevant billing details provided when paying the Fees, and we reserve the right to terminate any Service if you are not authorised to use such details. You must ensure that there are enough funds to cover the Fees when they are billed.
19.2. Under no circumstances will SOL be responsible for any Fees incurred by you to an Authorised Third Party or any other third parties.
19.3. Making payment: Fees are paid through direct set off against the available balance of Local Currency, Digital Currency or Digital Asset Tokens in your SOL Wallet at the applicable exchange rate at the time.
19.4. Transaction records: we will make all documentation relating to transactions between you and us available to you in your SOL Account.
19.5. Taxes: all Fees exclude any applicable taxes unless stated otherwise. To the extent allowed under Applicable Laws, the User is responsible for any applicable taxes, whether they are listed on the transaction documents or not.
19.6. Failed purchase: should payment for the Fees be unsuccessful, the User will be notified of this and will be able to attend to payment again. In the event of a failed purchase, the User will be unable to access the Services until the Fees have been successfully paid. If the Fees remain unpaid, SOL reserves the right to terminate your access to the Services and shall notify you of such termination through the SOL Platform Chat service in your SOL Account.
20. PROMOTIONAL CODES
20.1. We may, at our discretion, make promotional codes available to you, providing a discounted fee.
20.2. The promotional codes will be distributed for free by us and will be strictly enforced regarding any expiry date linked to such promotional code and other terms that may apply to the promotional code.
21. CHANGES TO THE SERVICES
21.1. SOL shall inform Users of any material changes to the Services by manner of prominent notice on the Website and in the SOL Account. Continued use of the Services after this notice has been displayed shall be deemed as your acceptance of the changes.
22. ACCEPTABLE USE POLICY
22.1. Users may specifically not use the Services for the direct benefit of their own clients. The Services are made available for the personal, non-commercial use of the User only.
22.2. Some devices may not support the use of our Website or Services. It is your responsibility to keep your device(s) updated and/or in a condition for them to support the use of our Services, including internet access capabilities.
22.3. The use of our Services may be restricted to certain jurisdictions. It is your responsibility to determine whether your location is supported by our Services before incurring any liability to us as we will not be liable for any loss that you may incur because of our Services not being supported in your jurisdiction.
22.4. You must respect our Services and our intellectual property in utmost good faith and use it only as we intend it to be used. Any use by you of our Services which violates this undertaking can result in us terminating your use of our Services. We will be the sole judge of what constitutes a violation of your undertaking to use our Services, but these will likely be good grounds:
22.4.1. copying or distributing any of the content on our without our explicit consent to do so;
22.4.2. providing any untrue or incorrect information to us;
22.4.3. changing, modifying, copying, decompiling, circumventing, disabling, tampering with or any part of our Website, including the security features or reverse engineering our Website;
22.4.4. infecting our Website with any software, malware or code that may infect, damage, delay or impede the operation of our Website or which may intercept, alter or interfere with any data generated by or received through our Website;
22.4.5. using malicious search technology, including, but not limited to, spiders and crawlers;
22.4.6. deep linking to any pages of our Website or engaging in any other conduct in a way to suggest that you are the owner of any intellectual property in our Services;
22.4.7. allowing any third party to use your Account in any manner other than as permitted by these Terms; or
22.4.8. using our Website to post any material which, in our discretion, is false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise violates any laws.
23. ELECTRONIC MESSAGES AND COMMUNICATION
23.1. You consent and agree that we will use electronic notices on the Website and through the SOL Platform as our communication tool for all communications relating to our Services or these Terms. If you object to receive electronic communications in this manner, SOL will not be able to offer the Services to you and will cancel your SOL Account.
23.2. It is your responsibility to ensure that you have and keep updated the necessary hardware, software, connectivity and where applicable a valid email address to receive and retain all electronic communications. You can update your contact details through your Account by using the Settings page on the Website.
23.3. Please note that by accepting these Terms and using our Services, you acknowledge that we may use your personal contact information provided by you for communicating with you via electronic messages and communication in terms of applicable data protection laws. This includes us sending you direct marketing communications. You can opt-out from receiving further direct marketing messages at any point in time.
24. SOCIAL MEDIA INTEGRATION
24.1. The Website may allow you to create an account, profile, log in and/or share information through connecting to various social media sites or apps, including Facebook, Twitter, LinkedIn, and Instagram.
24.2. If you proceed to use our Services in such context, then the relevant social media websites' rules will also apply, and you agree to such integration.
25. THIRD PARTY SITES
25.1. We may provide certain hyperlinks to Authorised Third Party websites or apps only for your convenience, and the inclusion of any hyperlinks or any advertisement of any Authorised Third Party on our Website does not imply endorsement by us of their websites or apps, their products, business or security practices or any association with its operators.
25.2. SOL is not responsible or liable for any rights you may have against the Authorised Third Party for the delivery and quality of the goods and services purchased or the use of their platforms.
25.3. If you access and use any Authorised Third Party websites, apps, products, services, and/or business, you do that solely at your own risk.
26. INTELLECTUAL PROPERTY RIGHTS
26.1. You acknowledge and agree that all right, title and interest in, and to, any of our intellectual property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on the Services including, without limitation, any graphics, logos, designs text, button icons, images, audio clips, digital downloads, data compilations, page headers and software) is proprietary to us or the respective owner(s)' property and will remain our or the owner's property at all times.
26.2. You agree that you will not acquire any rights of any nature in respect of that intellectual property by using our Services.
27. WARRANTIES AND REPRESENTATIONS
Subject to Applicable Laws:
27.1. we give no guarantee of any kind concerning the content or quality of our Services and our Services are not to be considered as advice of any kind;
27.2. we do not give any warranty (express or implied) or make any representation that our Services will operate error free or without interruption or that any errors will be corrected or that the content is complete, accurate, up to date, or fit for a particular purpose; and
27.3. we make no representations to you, either express or implied, and we will have no liability or responsibility for the proper performance of the Services and/or the information, images or audio contained on the Website. Our Services are used at your own risk.
27.4. you warrant to and in favour of us that:
27.4.1. you are not a United States of America resident or citizen;
27.4.2. you are at least 18 years old and have the legal capacity to agree to and be bound by these Terms; and/or
27.4.3. you will only open one SOL Account and only in your own name and at all times only access or attempt to access your own Account;
27.4.4. you will only use your SOL Account if you have the required Digital Currency, Digital Asset Tokens or Local Currency available for the intended transaction;
27.4.5. you will not carry out transactions on behalf of a third party;
27.4.6. you will not use your SOL Account for any illegal activities or in breach of any Applicable Laws; and
27.4.7. these Terms constitute a contract valid and binding on you and enforceable against you.
27.5. Each of the warranties given by you will:
27.5.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in these Terms;
27.5.2. continue and remain in force irrespective of whether these Terms are active, suspended or cancelled; and
27.5.3. be deemed to be material.
28. LIMITED LIABILITIES
28.1. To be clear:
28.1.1. we will not be liable for any loss arising from your use of the Services or any reliance on the information presented on the Website or in the Services or provided by SOL as part of the Services;
28.1.2. we will not be liable to you for any loss caused by using our Services or your liability to any third party arising from those subjects. This includes but is not limited to:
18.104.22.168. any interruption, malfunction, downtime, off-line situation or other failure of the Website, system, databases or any of its components;
22.214.171.124. any loss or damage regarding your data or other data directly or indirectly caused by malfunction of the Website; and
126.96.36.199. any third-party systems whatsoever, power failures, unlawful access to or theft of data, computer viruses or destructive code on the Website, or third-party systems or programming defects;
28.1.3. we will not be liable if any material available for downloading from the Website is not free from infection, viruses and/or other code that has contaminating or destructive properties;
28.1.4. the Website may include inaccuracies or typo's – in such instances we can't be held liable and can't be forced to comply with offers that are genuinely (and/or negligently) erroneous;
28.1.5. we are not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself nor for any delay in its delivery or receipt. Security measures have been implemented to ensure the safety and integrity of our Services. However, despite this, information that is transmitted over the internet may be susceptible to unlawful access and monitoring; and
28.1.6. finally, our limited liability applies to all and any kind of loss which we can possibly contract out of under law, including direct, indirect, consequential, special or other kinds of losses or claims which you may suffer.
28.2. If an applicable jurisdiction does not allow an exclusion of liability on SOL, in any matter results in a valid claim against SOL, SOL's liability will be limited to the Fees paid by the User in respect of the Services supplied under these Terms.
You indemnify, defend and hold us (including our shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time), our affiliates and their employees and suppliers harmless from any and all third party claims, any, actions, suits, proceedings, penalties, judgments, disbursements, fines, costs, expenses, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind) and liabilities, including reasonable attorneys' fees, whether directly or indirectly arising out of, relating to, or resulting from negligence, intent, breach of these Terms or violation of applicable law, rule, regulation by a party or its affiliates, or their respective owners, officers, directors, employees, or representatives or any other action or omission of any nature.
30. FORCE MAJEURE
Except for the obligation to pay the Fees, neither you nor we shall be liable if either of us cannot perform in terms of any agreed terms due to reasons beyond our control. This includes lightning, flooding, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for which we are not responsible, and acts of government or other competent authorities (including telecommunications and internet service providers).
31. REGULATORY RISK
31.1. There exists a material risk that regulatory authorities, tribunals and/or courts having jurisdiction over SOL and its Users in terms of Applicable Laws may differ in their interpretation of the Applicable Laws, may promulgate laws, regulations, advisory notes or industry recommendations in future that may potentially have an adverse effect on SOL and its ability to administrate the SOL Platform as intended and you are advised to note that SOL reserves the right to unilaterally alter the terms and conditions to comply with the relevant Applicable Laws as amended and as required from time to time. SOL may further make any reasonable changes to its process or take any reasonable steps necessary (which may include suspension of access to the SOL Platform to Users) to adhere to Applicable Laws and rulings, orders, notices or other recommendations from regulatory authorities and shall accordingly inform all participants in writing of such changes or steps taken.
32.1. Dispute: If any dispute arises in relation to the Services, the SOL Platform, your SOL Account or these Terms, you will notify SOL of the dispute and the parties will use their best efforts to resolve the dispute and attempt informal resolution of without instituting legal action in any court or other similar forum.
32.2. Suspension of the Website: we may temporarily suspend the Website or SOL Platform for any reason, including repairs or upgrades to the Website or other systems. SOL will take reasonable efforts to notify Users of such suspensions in advance.
32.3. Entire agreement: these Terms constitute the whole agreement between the parties relating to the subject matter of these Terms and supersedes any other discussions, agreements and/or understandings regarding the subject matter of these Terms.
32.4. Confidentiality: neither party shall disclose any confidential information to any third party without the prior written approval of the other party, unless required by law.
32.5. Law and jurisdiction: these Terms and all obligations connected to them or arising from them shall be governed and interpreted in terms of the laws of the Seychelles. Each party submits to the jurisdiction of the courts in the Seychelles.
32.6. Good faith: the parties shall in their dealings with each other display good faith.
32.7. Breach: subject to any other provisions in these Terms allowing for immediate cancellation or suspension of your SOL Account, if either party to these Terms breaches any material provision or term of these Terms and fails to remedy such breach within 5 (five) calendar days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under these Terms (including obtaining an interdict), to cancel these Terms or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages.
32.8. No waiver: the failure of SOL to insist upon or enforce strict performance by the User of any provision of these Terms, or to exercise any right under these Terms, shall not be construed as a waiver or relinquishment of SOL's right to enforce any such provision or right in any other instance.
32.9. No assignment: the User will not be entitled to cede its rights or delegate its obligations in terms of these Terms without the express prior written consent of SOL.
32.10. Relationship between the parties: the parties agree that neither party is a partner or agent of the other party and neither party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
32.11. No representation: to the extent permissible by law, no party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
32.12. Severability: any provision in these Terms which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of these Terms, without invalidating the remaining provisions of these Terms.
32.13. No stipulation: no part of these Terms shall constitute a stipulation in favour of any person who is not a party to these Terms unless the provision in question expressly provides that it does constitute such a stipulation.
32.14.1. SOL selects email@example.com as its email address for the service of all formal notices and legal processes in connection with these Terms, which may be updated from time to time by updating these Terms.
32.14.2. You hereby select the SOL Platform Chat service in your SOL Account for service of all formal notices and legal processes in connection with these Terms. It is your responsibility to provide us with an email address for notice if your SOL Account is closed.
32.14.3. Service via email or electronic platforms shall be accepted in all cases where notice is required unless alternative service is required by law. Service via email is deemed to be received at the time and day of sending.