Yo! Payments User Agreement

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BY REGISTERING FOR OR USING THE Yo! PAYMENTS SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.

This User Agreement (the "Agreement") is a legal agreement between you and YO UGANDA LIMITED (“Yo!”) and its Affiliates (collectively referred to as “Yo!”, “us”, “we”, “our” or “Yo! Payments”) and applies to your use of our payment processing service and any related products and services (collectively the "Service"). Our Service enables you to transmit to and receive payment from anyone with a Yo! Payments Account using Internet or mobile based services (such as “mobile money”) and applications (an "Application"). The Agreement applies whether you access the Service through an Application of a third party (such as a website) or one owned or controlled by us or any entity controlled by, in control of, or under common control with us (an "Affiliate"), including without limitation our website located at http://payments.yo.co.ug/ (the “Site”)

This Agreement applies to your use of the Service whether you send or receive payments or you initiate payments on behalf of other users through an Application. It explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation our maintenance of account balances, transaction limits and other account restrictions, your consent to receive electronic notices, and for the resolution of disputes. In addition to the terms of this Agreement, you agree to the terms of the policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided to you, appear on the Site (as defined below) or are referenced in this Agreement (collectively, the "Policies").

We may modify the terms of this Agreement (including any Policy) or the features of the Service at any time. We will post the amended Agreement or Policy to our Site and send a notice of Material Changes to the electronic address under your profile (e.g., e-mail or SMS message sent using your mobile device). Any such change in terms will be effective upon posting to our Site or when otherwise communicated to you (whichever is earlier). Any "Material Change" to this Agreement will be effective thirty (30) days from the date of posting. A "Material Change" is limited to any change that involves an increase in fees or liability for you. You will be deemed to accept (a) any Material Changes if you use the Service after the 30-day notice period, and (b) any other changes if you use the Site or Service after the posting of the new terms. If you do not accept a change to this Agreement or feature of the Service, your sole remedy is to contact us and close your account. You are at all times responsible for reading and understanding each version of this Agreement (including our Policies).

Section 1 REGISTRATION

1.1 Eligibility.To use the Service, you must (a) have an e-mail account, (b) create a payments account with us (a "Payment Account") by providing complete and accurate registration information, (c) for mobile payments, have an SMS-enabled mobile phone, and (d) if you are an individual, be at least 18 years old or, if you represent a business, be duly authorized to enter into this Agreement on behalf of the business. We treat all activities under a Payment Account to be those of the registered user. You must update registration information promptly upon any change. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.

1.2 Creating Accounts. To create a new Payment Account, you must complete the registration process for new users by entering all of the required information. If you register using your existing YBS Account, the information in your YBS Account will be used to complete the registration information for your Payment Account. You may be required to provide additional information based on your account type or service that you want to use with your account. If you do not have an existing YBS Account at the time you register with the Service, a new YBS Account will be automatically and concurrently established in your name with the same e-mail address and password you provide to us. For purposes of this Agreement, a "YBS Account" is any customer account that you have established with Yo!, or any of our Affiliates.

1.3 Verification. We may require you to provide additional registration information to verify your identity as a condition of providing the Service to you or before we permit you to send, receive, or withdraw funds from your Payment Account. Such information may include your social security number or employer identification number (EIN), a valid mobile money account with a participating mobile money provider, a verified bank account, or other financial, business or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases. You authorize us to obtain one or more of your consumer credit reports, from time to time, to establish, update, or renew your Payment Account with us or in the event of a dispute relating to this Agreement and activity under your Payment Account. While we may take steps to verify the identity of our users, we cannot and do not guarantee any user's identity. You are solely responsible for taking appropriate steps to verify the identity of other users of the Service with whom you transact business.

1.4 Your Electronic Address. Your electronic address (e.g., e-mail address, account number, and/or mobile phone number) and a password that you select will be used to access our Site and for communications with you (as further described in Section 16.1). You may be required to verify your e-mail address depending on features of the Service that you would like to use. During registration, you also may be prompted to answer several security questions and, select a personal identification number ("PIN") that may be used to enable access to the Service and authorize transactions. You are solely responsible for maintaining the secrecy and security of your password or PIN and for any use of or action taken under your password or PIN with the Service. You should not disclose your password or PIN to any third party (other than third parties authorized by you to use your account). If your password or PIN is compromised, you must change your password or PIN immediately and notify us immediately to avoid unauthorized use of your Payment Account.

Section 2: YOUR PAYMENT ACCOUNT

2.1 Account Types. Two types of Payments Accounts are available through the Service: Personal Accounts and Business Accounts.

2.1.1 Personal Accounts. Personal Accounts are eligible to (a) hold balances, (b) make or send payments to mobile money account holders; and (c) receive payments from other users. Personal Accounts may not receive inbound mobile money payments, and may not access the Yo! Payments Application Programming Interface (API). You may use other features of the Service by completing your registration on the Site. Some features may be limited based on where you are located and what we know about you. Personal Accounts are intended for use by individuals.

2.1.2 Business Accounts. Business Accounts are only for commercial and business use. A Business Account has the same features of a Personal Account but also is eligible to receive inbound mobile money payments, and access the Yo! Payments API.

2.2 Managing Your Account. Personal and Business Accounts may be accessed through the Site.

2.3 Account Balances. You may hold monetary balances that you load or receive from other users in your Payment Account (your "Balance"). You are not required to maintain a Balance to use our Service. When you carry a Balance, your funds will be co-mingled and held with other participants' funds in one or more pooled mobile money accounts at one or more mobile money providers by us on your behalf and for the benefit of you and other users holding balances (each a "Pooled Account"). Balances held in the Pooled Account may be eligible for insurance depending on the terms of the mobile money provider where the Pooled Account is located. We have sole discretion over the establishment and maintenance of any Pooled Account. We will hold the funds associated with your Payment Account separate from our corporate funds, will not use your funds for our corporate purposes (including without limitation the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve (described below)

2.4 Reserve. We may require that you either maintain a minimum balance in your Payment Account or establish a separate reserve account (a "Reserve") to secure the performance of your payment obligations under this Agreement. Without limiting the foregoing, we may require a Reserve if you have a high rate of Chargebacks (described in Section 7), refunds, or other indicia of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by Yo! to cover anticipated Chargebacks or credit risk based on your processing history or such amount designated by our Processor. For the first six months with new Business Accounts, the Reserve will be equal to the combination of a trailing 14 days of sales activity and any pending transaction disputes (i.e., Chargeback, refund request or claims). The Reserve may be raised or removed for new accounts if they have established a reliable payments history (including without limitation six months of service with over 100 transactions), pass a credit review, or are approved as an exception. If you do not have sufficient funds in your Balance, we may fund the Reserve from funds deposited by you upon our request or funds due to you under this Agreement. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us or other users under this Agreement, including without limitation for any reversals of deposits or transfers made to your Payment Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

2.5 Account History. When a deposit, payment, or withdrawal is authorized to or from your Payment Account, we will update your account activity on the Site and provide you a transaction confirmation. The confirmation will serve as your receipt. You may receive a separate receipt from a seller if the transaction involves the sale of goods or services. For standing payment authorizations used with Personal or Business Accounts (described in Section 4.3), you will receive an e-mail confirmation when a transaction authorized by this payments type is completed. For transactions below $1.00 or its equivalent in the applicable currency, you may receive a daily receipt for all such transactions initiated that day. You should print or otherwise store a copy of these for your records. For Personal and Business Accounts, summaries of your account activity, including monthly statements, are available in the "View Statement" area of our Site. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Payment Account and your use of the Service, and (b) reconciling all payment activity to and from your Payment Account and all other transactional information that is associated with your Payment Account. Upon the termination of this Agreement for any reason, we will have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any transactions submitted by you through the Service.

2.6 Unauthorized Account Activity. If you believe that there is an error or unauthorized transaction or activity associated with your Payment Account, you should contact us immediately. Our liability and your rights for erroneous or unauthorized transactions or activity associated with your Balance in your Personal Account are governed by our Unauthorized Transactions Policy.

2.7 Dormant Accounts. If there is no activity in your Payment Account (including without limitation access or payment transactions) for at least three (3) years, consecutively, and you are currently holding a Balance, we will notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Payment Account open and maintaining the Balance, or withdrawing the Balance. If you do not respond to our notice within thirty (30) days, we will automatically close your Payment Account and your Balance shall be transferred to a mobile money account you provide upon your request.

Section 3: YOUR PAYMENT TRANSACTIONS

3.1 Our Role. You may make payments to and accept payments from account holders using our Service. Payments may be made using Applications that we provide, such as our mobile services. Except for our limited role in processing payments that you authorize or initiate, we are not involved in any underlying transaction between you, any other user, or any Provider. We are not a bank and do not offer banking services. We do not guaranty payment on behalf of any user.

3.2 Your Authorization. You authorize us to hold, receive, and disburse funds on your behalf in accordance with your payment instructions (subject to the terms of this Agreement and our Policies), whether provided to us directly or through a Provider's Application. Your authorization permits us to debit or credit any mobile money account or your Balance. We may use the services of one or more third party, processors and/or financial institutions or mobile money providers to provide the Service and process your transactions (each a "Processor"). Your authorizations will remain in full force and effect while you maintain your Payment Account with us.

3.3 Account Limits. Personal and Business Accounts are limited to certain sending, receiving, and withdrawing limits, which shall be availed to you upon your request to us. If you exceed the "per month" limits, you must wait for the next calendar month for the limits to reset. Your account limits and ability to send, receive, or withdraw funds may be affected by several factors, including without limitation our assessment of the risk associated with your Payment Account, where you live, the personal information you provide, our ability to verify your account information, and requirements of applicable law. Account limits may be raised once you have completed additional identity or credit verification processes with us, including without limitation registering and verifying your Bank Account or mobile money account. Notwithstanding any account limits, we may delay, suspend or reject a transaction for any Payment Account if we suspect the transaction is unauthorized, fraudulent, suspicious or otherwise unusual based on prior transaction activity and application of our internal fraud controls.

3.4 Acceptable Use. You will at all times adhere to all applicable laws, rules, and regulations applicable to your use of the Service, including without limitation our Acceptable Use Policy. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Service on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party. We may inspect your Payment Account for any reason, including without limitation to investigate any alleged violation of this Agreement, our Policies or any third-party complaints.

Section 4: MAKING PAYMENTS

4.1 General. Personal and Business Account holders may make payments to any person who (a) has a valid mobile device, registered with a participating mobile money provider (you may contact us for a list of participating mobile money providers); (b) has a Payment Account or establishes one with us; and (c) has a valid e-mail address. If an intended recipient does not have a Personal or Business Account, he or she will be notified that a payment request has been initiated and prompted to create an account by visiting our Site. When you send a payment, you remain the owner of those funds until that payment is accepted by the recipient. We hold those funds on your behalf, but you will not be able to disburse or send those funds to any other user unless the initial transaction is cancelled or rejected. If a payment is denied or unclaimed by the recipient, the funds will be returned to the sender (less applicable fees). We are not liable to any person for any damages associated with any unaccepted payment. Any time you send funds you are doing so at your own risk.

4.2 Payment Methods. Generally, you may make payments using your balance. You may make payments to any of the following types of recipients: a Payment Account holder, a mobile money account holder with a participating mobile money provider. Payments to another Payment Account holder are made using the “Internal Transfer” utility in your account. Payments to a mobile money account holder are made using the “Withdraw Funds” utility in your account. Not all payment methods may be available to you and may vary. We may restrict the available payment method to manage risk or based on the type of transaction.

4.3 Payment Authorizations. For added security, our Service permits you to specify one or more email addresses which authorize all payments initiated from your account. This security feature applies to payments using the “Internal Transfer” utility, and “Withdraw Funds” utility. This security feature is disabled by default – you are required to explicitly activate it on your account, should you require it. You are permitted to specify more than one authorization email addresses. If you use this feature, the actual payment will not be completed until all email addresses you have specified authorize the transaction.

4.4 Mobile Money Payments. When you use our mobile-money based payments service, you are responsible for any fees or other charges that your telecommunications carrier may charges for any related data or message services, or transaction fees, including without limitation for SMS. This applies to the “Deposit Funds” feature and “Withdraw Funds” feature, which involve interaction with mobile money providers platforms (Mobile Money Processors).

4.5 Purchases for Yo! Services. We may enable you to make purchases of products sold by Yo! our Service. Such purchases are subject to Yo!’s standard service terms, including its Conditions of Use, Privacy Notice and other applicable policies. Please contact us to learn more about purchases.

Section 5: RECEIVING PAYMENTS

5.1 General. Subject to the terms of this Agreement (including our set-off rights), we will deposit to your Payment Account the amounts actually received by us for transactions submitted through the Service (less any applicable fees set forth). Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and we or the designated financial institutions or mobile money providers have accepted the transaction or funds. You are responsible for monitoring your transactions and ensuring that any payments made to you by us are correct.

5.2 Accepting Mobile Money Payments. You must have a Business Account to receive payments funded with mobile money accounts registered with participating providers (“MM Accounts”). Business Accounts are not intended to be used primarily for personal, family, or household purposes. If your transaction volume exceeds certain thresholds, the Processor(s) and participating mobile money providers may require that you agree to additional terms and conditions between you and the Processor(s), as will be communicated to you from time to time.

5.3 Order Processing. We will process all payments and refunds for your transactions submitted through the Service. You are responsible for providing accurate and complete information for goods or services that you sell, including without limitation any product names or descriptions (including brand, model, dimension, weight, etc), product codes, product notices or disclaimers, prices, product availability or status, shipping and handling charges and tax rates (collectively, "Product Information"). You will route all order related payments through us and not make offline adjustment requests. You are the seller of record for any sales you conduct using the Service. We may withhold for investigation, or refuse to process, any of your transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of this Agreement or any Policy.

5.4 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of your goods or services, except to the extent caused by our failure to make available to you transaction information as it was received by us. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of your goods or services. You will notify us promptly as soon as you have knowledge of any public or private recalls of your goods or services.

5.5 Refunds and Returns. You will accept and process returns of, and provide refunds and adjustments for, your goods or services in accordance with this Agreement and your policies posted on your website at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through us. We or our designated Affiliate will credit the applicable account, and you will reimburse us for all amounts so refunded. We have no obligation to accept any returns of any of your goods or services.

5.6 Customer Service. Unless provided otherwise elsewhere in this Agreement, you will be solely responsible for all customer service issues relating to your goods or services (including pricing, rebates, item information, availability, technical support, functionality and warranty), order fulfillment (including shipping and handling), order cancellation by you or customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we will be solely responsible for all customer service issues relating to any Payment Account, payment, mobile money account-related processing and debiting or crediting.

Section 6: WITHDRAWALS

6.1 Personal and Business Accounts. You may withdraw funds in your Personal or Business Account via mobile money to a mobile money account of your choice, using the “Withdraw Funds” feature in your Payment Account. Note that you may only provide a mobile money account belonging to a participating mobile money provider. We may restrict access to funds in your Payment Account to the extent necessary for us to complete any pending investigation or resolve a pending dispute or as required by law or court order or if otherwise requested by law enforcement or any governmental entity.

6.2 Availability of Funds. In addition to any applicable account limits, we may restrict transactions to or from your Payment Account or limit access to funds in your Payment Account in such amounts and for such time as we reasonably deem necessary to protect us or other users if: (a) you have violated any term of this Agreement, (b) any dispute exists involving your Payment Account or transaction to which you are a party, or (c) needed to protect the security of our systems. We may restrict access to funds in your Payment Account for the time that it takes for us to complete any pending investigation or resolve a pending dispute. We also may hold your funds as required by law or court order or if otherwise requested by law enforcement or any governmental entity.

Section 7: CHARGEBACKS AND DISPUTED TRANSACTIONS

7.1 Your Liability; Payment Protection Policy. The amount of a transaction may be charged back or reversed to your Payment Account (a "Chargeback") if the transaction (a) is disputed by the sender, (b) is reversed for any reason by the participating mobile money provider or financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement (including any Policy). Under our Payment Protection Policy, we will not hold you liable for Chargebacks if you and the transactions meet all the requirements of the Policy. To qualify for coverage under the Policy, the following requirements apply:

  1. You must have a Yo! Payments Business Account.
  2. The transaction must be for the sale of physical goods, for example books, DVDs etc. The Payment Protection Policy does not apply to transactions involving intangible goods, including services, digital content, or cash equivalents such as gift cards.
  3. You must provide all requested information within the time limit specified by the email sent by us, including without limitation valid proof of delivery.
  4. The transaction and your Payments Account do not violate the terms of this Agreement and policies, including our Acceptable Use Policy.

7.2 Collection Rights. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties listed in our Fee Schedule (available upon request) or assessed by the respective mobile money provider or processing financial institutions from your Payment Account (including without limitation any Reserve), any proceeds due to you. If you have pending Chargebacks, we may limit withdrawals or outgoing payments made from your Payment Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction submitted by or authorized by you or on your behalf, we may withhold from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a user's complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the user may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all account deficit balances unpaid by you.

7.3 Excessive Chargebacks. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Payment Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) limiting withdrawal or sending privileges, and (d) terminating or suspending the Service.

7.4 Contesting Chargebacks. You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. For Chargebacks associated with MM Accounts, we will work with you to contest the chargeback with the mobile money provider, should you choose to contest the Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Yo! Payments Account. If a Chargeback dispute is not resolved in your favor by the mobile money provider, or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in Section 7.2. You acknowledge that your failure to timely assist us in investigating a transaction, including without limitation providing necessary documentation within five (5) days of our request, may result in an irreversible Chargeback.

7.5 Buyer Dispute Program.

7.5.1 General. When you sell goods or services using our Service, you agree to cooperate with us to resolve complaints submitted through our Buyer Dispute Program. The program includes a complaint process to buyers in the event that you fail to deliver any goods or services as promised. You will respond to our inquiries and deliver to us any information reasonably requested by us regarding any disputed sales transactions within five (5) business days of our request. If a buyer files a complaint, we may place the disputed amount on hold and you will not be able to withdraw the amount until the complaint is resolved.

7.5.2 Buyer Responsibilities. If you are a buyer and you are unhappy with any goods or services that you have purchased using our Service, you should contact the seller directly first. If you are unable to resolve the matter with the seller, you may use the Buyer Dispute Program to file a complaint against the seller. If a dispute arises between you (as a buyer or seller) and another user, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction.

7.5.3 Disclaimer. We are not a selling agent in connection with any sale by you of goods and/or services to any person. We have no control over the quality, fitness, safety, reliability, legality, or any other aspect of (a) any good or service that you may purchase or sell using the Service or (b) any Provider's Application that you may use to access the Service. We do not issue refunds if a product or service turns out to not meet your expectations, or if the seller does not fulfill its commitments.We have no obligation, and cannot guarantee that, we will resolve any disputes related to any transaction to your satisfaction.

Section 8: IMPLEMENTATION

8.1 Technical Specifications. You will comply with any technical and operational specifications provided or made available by us with respect to the Service (the "Specifications"). We reserve the right to update or modify the Specifications at any time. Prior to making your web site or service generally available for commercial use with our Service, you will test your site or service to ensure that it operates properly with the Specifications. You will correct any material errors, defects or other non-compliance of which you become aware, including from review and test results provided by us.

8.2 Updates. We may make modifications, updates or upgrades to Service, the Yo! Payments Materials (described in Section 12 below), or Specifications. In such event, you will test and, if necessary, modify your web site or service to ensure that it continues to operate properly with the then-current version of our Service.

Section 9: PAYMENT TERMS

9.1 Our Fees. You agree to pay the applicable fees listed on our Fee Schedule ("Fees") whenever you use our Service either directly with us or our Affiliates or through a Provider's Application. For the “Internal Transfer” feature, fees only apply when you send funds so there is no fee for receiving payments into your Payment Account from another Payment Account. Fees apply when you use the “Withdraw Funds” feature of “Deposit Funds” feature. If you use our Service through a Provider's Application, you are only responsible for the Fees associated with transactions that you authorize through that Application and for which the Provider notifies you that you are responsible when you register for or use the Application. If you are a Provider, you are responsible for the Fees associated with any transactions processed through your Application unless you or your Application (a) indicate that a user should be charged the applicable fees, (b) notify the user of the applicable Fees, and (c) obtain an authorization from the user. Providers are not permitted to hold funds on behalf of other users. Subject to the terms of this Agreement, we reserve the right to change our Fees. All Balances and all fees, charges, and payments collected or paid through the Service are denominated in the respective currencies of the mobile money providers.

9.2 Our Set-off Rights. To the extent permitted by law, we may set off against the Balances or other payment instrument in your Payment Account for any obligation you owe us under this Agreement, including without limitation any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Payment Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Payment Account, or may charge still charge the full amount to your balance, resulting in a negative balance. The existence of a negative balance on your account for more than 5 business days, or your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount collected, including without limitation attorneys' fees, court costs, collection agency fees, and any applicable interest.

9.3 Processing Errors. In the event there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your Payment Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations.

9.4 Taxes. You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, income, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance of the Service, your use of the Site, the sale or purchase of any products or services for a transaction, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives ("Taxes"). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. While we may provide you a means for you to determine and apply taxes to your transactions (including as a part of your Product Information), we and our Affiliates are not obligated to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any transaction.

Section 10: TERMINATION

10.1 Your Rights. You may terminate this Agreement by closing your Payment Account at any time. Upon closure of a Payment Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, may be withdrawn, assuming all withdrawal-related authentication requirements have been fulfilled (for example, you may not close your Payment Account as a means of evading withdrawal restrictions). If an investigation is pending at the time you close your Payment Account, we may hold your funds as described further in Section 6.2. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you by way of transfer to a MM Account of your choice.

10.2 Suspension or Termination by Us. We may terminate this Agreement and close your Payment Account for any reason at any time upon notice to you. Without limiting the foregoing, we may suspend the Service and access to your Payment Account (including without limitation the funds in your Payment Account) if (a) you have violated the terms of this Agreement (including any Policy), (b) you pose an unacceptable credit or fraud risk to us, or (c) you provide false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct.

10.3 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 2.4 (with respect to any existing Reserve), 7.2, 9.2, 9.3, 9.4, 10.3, Section 11, 12.3, 13.2, Section 14 through Section 16..

Section 11: PRIVACY; CONFIDENTIALITY

11.1 Limits on Our Use of Information. For Personal Accounts, our collection, use, and disclosure of information associated with the Service are disclosed in our Privacy Notice. You should review our Privacy Notice to understand how we handle personal information. For Business Accounts, we and our Affiliates will not use Transaction Information without your consent to target advertisements or promotions to users solely because they are your customers. "Transaction Information" means the following information that we collect or process through the Service related to a sales transaction between you and another user of the Service: Product Information, transaction amount, and the identity of the purchaser. Notwithstanding the terms of any agreement to the contrary between you or us (including any of our Affiliates), we and our Affiliates may use, disclose and transfer information that we collect or process as part of the Service, during and after the term of this Agreement: (a) to provide the Service; and (b) as required by applicable law; (c) to or at the request of the person to whom the information pertains, persons authorized by them or the person from whom such information is obtained; (d) in connection with an assignment of this Agreement; and (e) to operate, improve or modify the Service, any Yo! Network Sites, and associated features and services (including without limitation, personalization, fraud and risk management, authentication and protection against abusive or unlawful uses).

11.2 Limits on Your Use of Information. In connection with the Service, you agree not to ask for or require any user to provide any credit card, debit card, bank account, or other information related to a payment method. To facilitate the transactions between our users, you may have access to certain personal information, including names of customers or recipients, e-mail addresses, mobile phone numbers, shipping addresses and other personally identifiable information of users (collectively, "Personal Information"). You will not, and will cause your affiliates not to, directly or indirectly: (a) use any Personal Information in any way inconsistent with your privacy policy or applicable law; (b) contact a person that has ordered your goods or services that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such person to make an alternative purchase; (c) disparage us, our Affiliates, or any of their or our respective products or services; or (d) target communications of any kind on the basis of the intended recipient being a user of our Service or customer of ours or our Affiliates. Subject to the foregoing, you may disclose and use Personal Information as necessary to complete the transaction and related customer service and for marketing purposes, provided that you post and maintain a privacy policy outlining your handling and use of Personal Information, and you provide customers the opportunity to opt-out of receiving any marketing communications (whether by you or any third party). You may disclose Personal Information to a third party if you will ensure that every recipient uses the information only for the purposes for which it was disclosed and complies with the restrictions applicable to you related to that information (including under this Agreement and your privacy policy). Further, the terms of this Section 11.2 do not prevent you from using information that you collect independent from the Service or information that you acquire without reference to Personal Information for any purpose, even if such information is identical to Personal Information; provided that, you may not target communications on the basis of the intended recipient being a user of our Service or customer of ours or our Affiliates.

11.3 Confidential Information. During the course of your use of the Service, you may receive information relating to us or to the Service that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Yo!'s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Service; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party. Except as expressly provided in this Agreement, you may not issue any press release or make any public statement related to the Service, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

Section 12: LICENSE

12.1 Yo! Payments Materials. During the term of this Agreement, you may use the Yo! Payments Materials only for your internal purposes and solely as necessary for your use of the Service. "Yo! Payments Materials" include any software (including without limitation developer tools, sample code, and software libraries), data, materials, content and printed and electronic documentation (including the Specifications and any integration guides) developed and provided by us or our Affiliates to you for download from the Site or made available to you by an employee if Yo!. Yo! Payments Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that was created by a third party. You may not, and may not attempt to, directly or indirectly:

(a) transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute or grant rights to any person or entity in the Service or the Yo! Payments Materials;

(b) remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right appearing on or contained within the Service or on any Yo! Payments Materials;

(c) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Yo! Payments Materials; provided that, the foregoing shall not prevent you from making derivatives of software that is designated by us as "sample code" or is otherwise made available by us on the Site in accordance with separate license terms accompanying such software expressly permitting the creation of derivatives; and

(d) reverse engineer, disassemble, or decompile the Yo! Payments Materials or the Service or apply any other process or procedure to derive the source code of any software included in the Yo! Payments Materials or as part of the Service.

12.2 Trademarks. "Yo! Payments", “Yo!” and other related designs, graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Yo! or its Affiliates (collectively, "Trademarks"). Provided that you have a Business Account in good standing, you may use the Yo! Payments logos, buttons and other Trademarks as designated by Yo! solely (a) online to identify that our Services are available as a method of payment on your website or Application, and (b) in accordance with our most up-to-date Brand Guidelines and such other documentation as we may provide from time to time. Except as expressly provided in our Brand Guidelines or approved by us in writing, you may not use any of our Trademarks in an offline promotion or other offline materials (e.g., in printed material, mailings or documentation) that you intend to distribute. Yo!’s Trademarks may not be used in connection with any product or service that is not Yo!’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Yo!. All other trademarks not owned by Yo! that appear on the Site or in connection with the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Yo!. We may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service in accordance with our Specifications and other Policies (including without limitation in co-branded web pages used to process orders).

12.3 Reservations. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Service, the Yo! Payments Materials; our Trademarks; and any other technology and software that we provide or use to provide the Service and the Yo! Payments Materials. Except for the limited use and access rights described in this Agreement, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Yo! Payments Materials, our Trademarks, or such other technology and software provided by us.

Section 13: REPRESENTATIONS AND WARRANTIES

13.1 By You. You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you as described on your website or application; (d) any sales transactions and all Product Information submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each user for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser and, if applicable, the Buyer Dispute Program; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) if you use the Service for business purposes, you will accurately describe your use of Personal Information and your use of our Services in your Privacy Policy, (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of you; and (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

13.2 Disclaimer. THE SITE AND SERVICE ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE Yo! MATERIALS, SERVICE OR ANY APPLICATION, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE SITE, THE Yo! MATERIALS, THE SERVICE, OR ANY APPLICATION WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

Section 14: LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE Yo! PAYMENTS MATERIALS, THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE), ANY APPLICATION USING OUR SERVICE, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.

The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our liability is limited to the greatest extent permitted by law.

Section 15: INDEMNITY

You will indemnify and hold harmless us and our Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or mobile money provider terms and conditions; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any Product Information that you provide or any claim or dispute arising out of products or services offered or sold by you); and (d) if you are a Provider, your Application and any transactions that you submit to our Service either for yourself or on behalf of another users.

Section 16: GENERAL PROVISIONS

16.1 Electronic Notices and Your Consent. We primarily communicate with you via your registered electronic address (e-mailing and SMS messaging). By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your "Consent"). You agree that we may provide all communications and transactions related to the Service and your Payment Account, including without limitation agreements related to the Service, amendments or changes to such agreements, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice), responses to claims, and other customer communications that we may be required to provide to you by law in electronic format (collectively, "Communications"). All Communications by us will be sent either (a) via e-mail or SMS messaging associated with your mobile phone, (b) by providing access to a Website that we designate in an e-mail or SMS notice to you, or (c) posting to our Site. All Communications will be deemed to be in "writing" and received by you when sent to you. You are responsible for creating and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms on the Site. We reserve the right to discontinue or modify how we provide Communications. We will give you prior notice of any change. Your continued Consent is required to use your Payment Account. To withdraw your Consent, you will need to close your Payment Account.

16.1.1 Requirements. To access, view, and retain Communications, you must have a computer with a JavaScript enabled Internet browser that supports 128-bit encryption (such as Microsoft Internet Explorer v5 or later) and access to a personal, active e-mail account. For our mobile payments, you also need to have a mobile phone and service capable of receiving SMS messages. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. We will give you prior notice if we make a change to the requirements for receiving Communications.

16.1.2 Updating Your Information. As with all information that you provide to us for your Payment Account, it is your responsibility to ensure that your phone number and e-mail address is accurate and remains current. To ensure that we are able to provide you with important Communications, you must update us with any change in your e-mail address. The scope of this Consent applies to the SMS and e-mail address that we currently have on file for you.

16.1.3 Requesting Paper Copies. Communications will not be distributed in paper unless you contact us and request a paper version of a particular document. We reserve the right to charge you a handling fee for any notices that we physically mail to you at your request or because your SMS or e-mail addresses fail.

16.2 Governing Law; Venue. The Service and the Site are arranged, sponsored, and managed by us and our Affiliates in Kampala, Uganda. The laws of the Republic of Uganda govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating in any way to your visit to the Site or or to products or services sold or distributed by Yo! Payments or its affiliates in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in Kampala, Uganda, and you consent to exclusive jurisdiction and venue in such courts.

16.3 Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.

16.4 No Waiver. We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Policy).

16.5 No Agency. Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you, us or our Affiliates.

16.6 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.

16.7 Entire Agreement. This Agreement, including without limitation the Policies and the general terms and conditions of the Site, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on Yo! unless set forth in a writing signed by us.