Terms of service

YaYa Payment Instrument Issuer Share Company ("YaYa PII SC" or "YaYa" or "YaYa Wallet" or "we" or "us" or "our") makes available to users certain software services accessible via a mobile device application, including the YaYa (the "Wallet Application" or "App").

YaYa is registered with the Ethiopian Ministry of Trade and Industry on 15/06/13 E.C under registration number ቦሌ-25192. The Wallet Application enables users to

1. provide cash-in and cash-out;
2. local money transfers including domestic remittances, load to card or bank account, transfer to card or bank account;
3. domestic payments including purchase from physical merchants, bill payments;
4. over-the-counter transactions;
5. inward international remittance services;
6. micro-saving, micro-credit, micro-insurance and pension products.

YaYa Payment Instrument Issuer SC developed these Terms of Service (these "Terms") to describe the terms that govern your use of all versions of the Wallet Application. These terms and additional information about the Wallet Application can be found on the YaYa website located at https://yayawallet.com (the "Site").

Agreement to Terms

By clicking “I Agree” or by accessing the Wallet Application or using any or all of the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not access or use the Services.

Privacy Policy

Please refer to our YaYa’s Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to, and that we can collect, use and/or disclose your information (including any personal data you provide to us) in accordance with, our Privacy Policy.

Changes to Terms or Services

We may modify the Terms at any time at our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are posted on the Site. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Disclaimer

THE APPLICATION IS OWNED, OPERATED AND RELEASED BY YaYa ONLY.

YaYa IS NOT A BANK. YOUR USE OF THE APPLICATION AND YOUR CREATION AND ACCESSING OF A WALLET ACCOUNT DOES NOT INVOLVE THE OPENING, ESTABLISHING OR MANAGING OF AN "ACCOUNT" WITH YOUR BANK; INSTEAD, YOU ARE SIMPLY USING THE APPLICATION TO INTERACT WITH YOUR BANK ACCOUNT AND CONVERT YOUR FUNDS TO ELECTRONIC MONEY AND VICE VERSA.

ANY ELECTRONIC BIRR MONEY THAT YOU CHOOSE TO ACCESS, HOLD, STORE, MANAGE, RECEIVE, SEND OR TRANSMIT USING THE APPLICATION, AND ANY BALANCE AND TRANSACTION INFORMATION RELATING TO IT, ARE ACCESSED, HELD, STORED, MANAGED, RECEIVED, SENT OR TRANSMITTED SOLELY BY YaYa.

YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR MOBILE DEVICE, AND YOUR WALLET PRIVATE KEY. YaYa WALLET IS NOT AND WILL NOT BE RESPONSIBLE IN ANY MANNER FOR THE SECURITY OR PROTECTION OF YOUR MOBILE DEVICE OR WALLET PRIVATE KEY.

Who May Use the Services

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law.

A "WALLET PRIVATE KEY" IS A UNIQUE CODE THAT IS PROVIDED TO YOU BY THE APPLICATION, THROUGH ITS DIRECT INTERACTION WITH OUR CORE SYSTEM (I.E., WITHOUT OUR INVOLVEMENT) WHEN YOU FIRST CREATE A NEW WALLET USING THE APPLICATION. YOUR WALLET PRIVATE KEY IS THE ONLY WAY FOR YOU TO RECOVER YOUR WALLET AND ACCESS ANY ELECTRONIC MONEY YOU STORE IN THAT WALLET.

YOU ARE SOLELY RESPONSIBLE FOR RECORDING YOUR WALLET PRIVATE KEY IN A SAFE AND SECURE PLACE AND MANNER. DO NOT SHARE YOUR WALLET PRIVATE KEY WITH ANYONE, OR PERMIT ANYONE TO USE YOUR MOBILE DEVICE ON WHICH THE APPLICATION IS INSTALLED WHO YOU DO NOT WANT TO BE ABLE TO ACCESS YOUR WALLET OR YOUR ELECTRONIC MONEY.

If you want to use the Services you'll have to create an account ("Account") via the App. You agree that you won't disclose your Private Key generated for you during the initial setup to anyone and you'll notify us immediately of any unauthorized use of your Accounts. You're responsible for all activities that occur under your Accounts, or are otherwise referable to your Account credentials, whether or not you know about them. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these terms.

You are solely responsible for the retention and security of your Private Key. Your Private Key is the only way to access the electronic Birr money associated with your Account(s). Anyone that has access to your Private Key can access your accounts, and thus your money. If you lose your Private Key, you will not be able to access your money. You acknowledge that YaYa Wallet does not store and is not responsible in any way for the security of your Private Key and you agree to hold YaYa harmless and that YaYa shall not be liable in any way in the event you lose your Private Key and cannot access your money.

Feedback

We welcome feedback, comments, ideas, and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by contacting us at our Contact Us Page. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Content Ownership, Responsibility and Removal

For purposes of these Terms:

1. "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and
2. "User Content" means any Content that Account holders (including you) make available through the Services. Content includes without limitation User Content.

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.

Subject to the foregoing, YaYa and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the Federal Democratic Republic of Ethiopia and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

In order to operate and provide our Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, distribute, create derivative works of, display, and perform the User Content that you upload, submit, store, send, or receive on the App or through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services. Additional information about your privacy and how we use User Content is available in the Privacy Policy.

You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the intellectual property rights or any other rights of any third party.

You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

Rights in App, Site and Services Granted by YaYa

The App, Site and Services are proprietary to YaYa and its licensors and must not be used other than strictly in accordance with these Terms. YaYa grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to use the App and Site for the purposes of accessing and using the Services in accordance with these Terms.

Fees

We may charge fees for some or part of the Services we make available to you. We reserve the right to change those fees at our discretion with notice. We will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.

You may incur charges from third parties for use of linked services. For example, you may be charged fees by PayPal or Stripe that you may access via the App. You may also be charged fees by Commercial Banks if you elect to link the Wallet App to your Bank account and top-up to your YaYa account. Third party fees are not charged by YaYa and are not paid to YaYa Payment Instrument Issuer SC.

Acceptable Use and YaYa's Enforcement Rights

You agree not to use the Services in ways that:

• Violate, misappropriate, or infringe the rights of YaYa, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
• Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes;
• Involve publishing falsehoods, misrepresentations, or misleading statements, including impersonating someone;
• Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark;
• Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content;
• Disguise your location through IP proxying or other methods;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

You agree to comply with all applicable Ethiopian and non-Ethiopian export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not download the App or use the Services if

1. you are in, under the control of, UN Security Council Resolutions ("UNSCR")
2. you intend to supply any Services to any country subject to Ethiopia embargo

Third Party Materials

The Services and App may contain links to third-party services ("Third Party Materials"). The Services enable you to access PayPal and Stripe Payment Oprions via a an embedded browser by navigating away from the App to the PayPal/Stripe or by enabling a native frontend software link within the App. When using a PayPal, Stripe or other Third Party Materials, you understand that you are at no time transferring your assets to us. We provide access to Third Party Materials only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Materials (including any related websites, resources or links displayed therein). We make no warranties or representations, express or implied, about such linked Third Party Materials, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites, applications, or resources.

You may be able to link Wallet to your Bank account to enable access to your Bank account from Wallet inorder to top-up your electronic balance. IN doing so, you understand and agree that all transactions made when accessing your Bank account from Wallet is subject to the terms of use for the Bank account and the Bank's privacy policy.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by following the account closure instructions in the App. Upon any termination, discontinuation or cancellation of Services or your Account,

1. all rights and/or licences granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of the App, Site, Services and Content in any way whatsoever; and
2. notwithstanding the foregoing, the following provisions will survive: Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal (save for the subsection "Rights in Content Granted by YaYa"), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

Warranty Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YaYa SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. YaYa DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

USE OF ANY PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO YOU AS A CONVENIENCE, SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS BACKUP YOUR PRIVATE ACCESS KEY VIA SECONDARY MEANS.

Indemnity

You will indemnify and hold harmless YaYa and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with

1. your access to or use of the Services or Content,
2. your User Content,
3. Third Party Materials, or
4. your violation of these Terms.

Limitation of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, YaYa SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR PRIVATE KEY, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE INTERNET, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON INTERNET. YaYa SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF YaYa HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YaYa SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL YaYa'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE THOUSAND ETHIOPIAN BIRR (ETB 1000.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

Dispute Resolution

These Terms and any action related thereto will be governed by the laws of the Federal Democratic Republic of Ethiopia, without regard to its conflict of laws provisions, if you are a user located in any other country.

If you are not located in Ethiopia, you agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Services (each, a "Dispute," and together, "Disputes") exclusively in the state courts located in Addis Abeba, Ethiopia and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.

General Terms

These Terms constitute the entire and exclusive understanding and agreement between YaYa and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between YaYa and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Account and your use of the Services.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of YaYa. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

These Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

Contact Information

If you have any questions about these Terms or the Services, please contact us at [email protected].