USA / EU Terms & Conditions

Introduction

These Terms of Use (the "Terms") govern your access to and use of the Africhange website, mobile applications, and related products and services (collectively, the "Services") made available by the applicable Africhange entity serving your jurisdiction ("Africhange," "we," "our," or "us").

By creating an account, accessing, or using the Services, you agree to be bound by these Terms, our Privacy Policy, any fee disclosures presented to you, and any supplemental disclosures or consents provided in connection with a specific transaction or feature.

If you do not agree, do not use the Services.

Jurisdiction and Contracting Entity

Africhange makes available a customer-facing platform through which certain services may be accessed. The entity providing the regulated financial services available through the platform depends on your location, the product you use, and the jurisdiction in which the relevant Services are offered.

United States users: Africhange Inc. operates the customer-facing platform. Regulated financial services, including money transmission, stablecoin, wallet, settlement, and related services, are provided by Bridge Building Inc. (NMLS #2450917) and its licensed partners.

European Economic Area users: Africhange operates the customer-facing platform. Regulated financial services, including stablecoin, wallet, settlement, and related services, are provided by Bridge Building Sp. z o.o. and its partners.

Other users in supported jurisdictions: Africhange operates the customer-facing platform. Regulated financial services made available through the platform are provided by the applicable Bridge entity and/or its partners, as identified in the relevant onboarding materials, local disclosures, or product-specific terms.

The Services are not available in all jurisdictions. Access to and use of the Services is subject to eligibility, product availability, and applicable law. Africhange may refuse, restrict, or discontinue the Services in any jurisdiction at any time.

Certain parts of the Services may be provided by, through, or in partnership with regulated third parties, including payment processors, banking partners, identity verification providers, blockchain infrastructure providers, and stablecoin service providers.

Where a feature is powered by a third-party regulated provider, additional third-party terms, policies, consents, and disclosures may apply and will be presented to you where required.

Nature of the Services

Africhange provides a technology platform that allows eligible users to access money movement, wallet, conversion, remittance, and related financial services, subject to availability, eligibility, jurisdiction, and compliance requirements.

Depending on your location and the feature used, the Services may include:

• fiat money transfer and payout services;
• wallet functionality;
• supported digital asset or stablecoin purchase, sale, transfer, storage, settlement, or redemption functionality;
• account funding and withdrawals;
• foreign exchange or conversion features; and
• transaction history, receipts, and customer support.

Africhange is not your financial adviser, tax adviser, broker, investment adviser, or fiduciary. The Services are offered for payments, transfers, and related utility purposes only, unless we expressly state otherwise.

Third-Party Service Providers and Bridge Disclosure

Africhange may use Bridge and/or its affiliates, subsidiaries, financial institution partners, and service providers to power portions of the Services, including stablecoin or digital asset-related functionality, transaction processing, wallet services, on-ramp and off-ramp services, settlement, custody-related workflows, compliance screening, and related infrastructure.

For users in applicable regions:

US users: certain regulated money transmission or stablecoin-related services may be provided by Bridge Building Inc. (NMLS #2450917) or its licensed partners, subject to applicable law and Bridge's own terms, privacy policy, fee disclosures, and required notices.

EEA users: certain stablecoin or digital asset-related services may be provided by Bridge Building Sp. z o.o. or its partners, subject to applicable law and Bridge's own terms, privacy policy, fee disclosures, and required notices.

Other non-EEA users where supported: certain services may be provided pursuant to the applicable Bridge legal framework and partner arrangements disclosed at onboarding or in the product experience.

Africhange may also engage other third-party providers for payments, banking, card processing, fraud monitoring, sanctions screening, communications, analytics, cloud hosting, and identity verification.

You authorize Africhange to share your information with such providers to the extent reasonably necessary to provide the Services, verify your identity, process transactions, detect fraud, comply with law, respond to regulatory requests, investigate misuse, and maintain platform integrity.

Eligibility

To use the Services, you must:

• be at least 18 years old or the age of legal majority in your jurisdiction;
• have legal capacity to enter into a binding agreement;
• provide accurate and complete registration and onboarding information;
• maintain any external payment method, bank account, wallet, or partner account required for the feature you use;
• not be located in, resident in, or ordinarily resident in a prohibited or restricted jurisdiction for the relevant product; and
• not be subject to sanctions, watchlists, or legal restrictions that prohibit us or our providers from doing business with you.

Business accounts may only be opened by duly authorized representatives.

Account Registration and Verification

You must create and maintain an account to access most Services. You agree to:

• provide true, accurate, current, and complete information;
• promptly update your information if it changes;
• complete identity verification, screening, and due diligence checks we require; and
• provide any supporting documents or information we request, including source-of-funds, source-of-wealth, tax, business, or beneficiary information.

We may deny, suspend, restrict, or terminate access if we cannot verify your identity, if we suspect fraud or prohibited activity, or if required by law, our internal policies, or third-party provider requirements.

Electronic Communications and Consent

By using the Services, you consent to receive disclosures, notices, transaction confirmations, statements, receipts, and other communications electronically, including by app notification, email, SMS, or in-app display, where permitted by law.

You are responsible for maintaining current contact information and access to compatible devices and internet connectivity.

Fees, Exchange Rates, and Network Costs

You agree to pay all fees disclosed to you in connection with your use of the Services.

Fees may include:

• service fees charged by Africhange;
• foreign exchange spreads or conversion charges;
• bank, card, payment rail, or payout partner fees;
• blockchain or network fees, including gas fees where applicable; and
• third-party pass-through fees.

Displayed exchange rates may include a spread or markup unless otherwise stated. Network or gas fees may vary based on network conditions and may be outside Africhange's direct control.

We will disclose material pricing information before you confirm a transaction where required by law.

Transactions; No Guarantee of Completion Time

Transaction processing times are estimates only. We do not guarantee that a transaction will be completed within any particular period.

A transaction may be delayed, reversed, rejected, frozen, or canceled if:

• required by law or court order;
• needed for compliance review, fraud prevention, chargeback risk, sanctions screening, or investigation;
• your payment method fails, is reversed, or is declined;
• a third-party provider, banking partner, Bridge, blockchain network, or payout partner is unavailable;
• you provide incomplete or inaccurate instructions; or
• we detect suspicious, unauthorized, or prohibited activity.

Once a blockchain or digital asset transfer is initiated, it may be irreversible.

Stablecoin and Digital Asset Functionality

Where made available, stablecoin or other digital asset functionality is provided solely for permitted payment and settlement use cases.

You acknowledge and agree that:

• stablecoins and digital assets involve technological, legal, operational, and counterparty risks;
• blockchain transactions may be delayed, fail, become irreversible, or be affected by forks, congestion, software defects, validator behavior, wallet incompatibility, or actions by issuers or network participants;
• stablecoins are not bank deposits and are not insured by deposit insurance schemes unless expressly stated;
• stablecoins are not intended to generate profit, yield, or investment return unless expressly disclosed by the relevant provider;
• wallet addresses, memo tags, and transfer instructions must be exact; and
• Africhange may rely on Bridge and other providers for execution, settlement, redemption, liquidity, and compliance handling of such transactions.

Additional product-specific disclosures may apply.

Unsupported, Restricted, and Prohibited Uses

You may not use the Services:

• for unlawful, fraudulent, deceptive, or abusive activity;
• to violate sanctions, export controls, anti-money laundering laws, consumer protection laws, or payment network rules;
• to facilitate prohibited businesses, restricted goods, illicit finance, or third-party account misuse;
• to infringe intellectual property, privacy, publicity, or proprietary rights;
• to exploit, disrupt, reverse engineer, or bypass platform controls or security;
• to act on behalf of another person without authorization; or
• in any way that exposes Africhange or its service providers to unacceptable legal, operational, or reputational risk.

We may maintain and update a list of restricted activities and jurisdictions at any time.

Compliance, Monitoring, and Investigations

You authorize Africhange and its providers to conduct ongoing transaction monitoring, sanctions screening, fraud checks, blockchain analytics, device and behavioral analysis, and other compliance reviews.

We may request additional information or documents at any time and may file reports with regulators or law enforcement where required.

We may retain records, transaction data, communications, and supporting documentation for as long as required by applicable law, internal policy, audit standards, or contractual obligations.

Funding Sources, Payment Methods, and Authorizations

You may link eligible bank accounts, cards, wallets, or other payment methods approved by us. You represent that you are authorized to use each funding source and payment method you provide. You authorize Africhange and its service providers to debit, credit, charge, reverse, or place holds on linked funding sources as necessary to:

• process your transactions;
• collect fees;
• correct errors;
• recover returns, reversals, chargebacks, or failed payments; and
• protect against fraud, losses, or misuse.

Errors and Unauthorized Activity

You must review your account activity promptly and notify us without undue delay if you believe there has been an error, unauthorized transaction, security incident, or account compromise.

We may investigate and, where appropriate, attempt to correct qualifying errors. Our ability to reverse or recover a transaction may be limited, especially where a transaction has already settled to a third-party bank account, mobile money account, or blockchain address.

Suspension, Refusal, and Termination

We may suspend, restrict, freeze, decline, or terminate your access to the Services immediately, with or without notice, if:

• you breach these Terms;
• we suspect fraud, scam activity, account takeover, or unauthorized use;
• required by law, regulation, court order, sanctions, or law enforcement request;
• a third-party provider or partner requires us to do so;
• you create unacceptable legal, compliance, credit, operational, or reputational risk; or
• your account remains inactive for an extended period.

You may close your account at any time, subject to completion of pending obligations, verification, and any legally required record retention.

Intellectual Property

Africhange and its licensors own all rights, title, and interest in the Services, including software, text, graphics, branding, interfaces, and content, excluding your own submitted content.

We grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for their intended purpose in accordance with these Terms.

Privacy

Our collection, use, disclosure, and protection of personal information is described in the Africhange Privacy Policy.

Where a product or feature is powered by Bridge or another third party, that provider may also process your personal information under its own privacy notice and legal obligations.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

AFRICHANGE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY BREACHES.

WE DO NOT WARRANT THAT ANY TRANSACTION WILL BE COMPLETED, ACCEPTED, OR SETTLED, OR THAT ANY PARTICULAR EXCHANGE RATE, NETWORK FEE, OR LIQUIDITY CONDITION WILL BE AVAILABLE.

NOTHING IN THESE TERMS LIMITS ANY NON-WAIVABLE STATUTORY RIGHTS YOU MAY HAVE AS A CONSUMER UNDER APPLICABLE LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFRICHANGE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, OR DIMINUTION IN VALUE.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO AFRICHANGE FOR THE SPECIFIC TRANSACTION OR SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT; OR (B) USD/EUR 100, EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY LAW.

Nothing in these Terms excludes liability that cannot be excluded by applicable law, including for fraud, willful misconduct, gross negligence where non-waivable, or violation of mandatory consumer rights.

Indemnity

You agree to indemnify, defend, and hold harmless Africhange and its affiliates, officers, directors, employees, contractors, licensors, partners, and service providers from claims, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or related to:

• your breach of these Terms;
• your misuse of the Services;
• your violation of law or third-party rights; or
• your fraud, negligence, or misconduct.

Consumer Rights and Regional Terms

Nothing in these Terms limits non-waivable rights you may have under applicable consumer protection, financial services, payments, privacy, or digital asset laws.

For EEA users, mandatory consumer rights and mandatory local law protections will apply to the extent required.

Governing Law and Dispute Resolution

22.1 United States

Unless otherwise required by applicable law or set out in separate product disclosures, these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Binding Arbitration for US Users

Please read this section carefully. Except as expressly provided below, you and Africhange agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, your Africhange account, any transaction, or the relationship between you and Africhange (each, a "Dispute") will be resolved by final and binding arbitration on an individual basis, and not in court.

This arbitration agreement is intended to be broadly interpreted and includes claims based in contract, tort, statute, fraud, misrepresentation, consumer protection laws, common law, or any other legal theory, and applies to claims that arose before or after your acceptance of these Terms.

Class Action Waiver To the maximum extent permitted by law, you and Africhange agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, coordinated, consolidated, mass, representative, or private attorney general action or proceeding. Unless both you and Africhange agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

Arbitration Rules and Forum The arbitration will be administered by the American Arbitration Association ("AAA") under its applicable consumer or commercial arbitration rules, as applicable, as modified by these Terms. If AAA is unavailable or unwilling to administer the arbitration, the parties will work in good faith to select an alternative arbitration provider. If the parties cannot agree, a court of competent jurisdiction may appoint the arbitration provider.

Small Claims and Other Exceptions Notwithstanding the foregoing, either you or Africhange may:

• bring an individual action in small claims court if the claim qualifies and remains on an individual basis;
• seek provisional or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to prevent fraud, misuse, or unauthorized access; or
• bring issues before a regulatory authority where such reporting right cannot be waived.

Arbitration Procedure A party initiating arbitration must submit a demand for arbitration in accordance with the applicable AAA rules. The arbitration may be conducted remotely, by submission of documents, by telephone, or in person in a location reasonably convenient to the parties, unless applicable law requires otherwise. The arbitrator will have exclusive authority to resolve any Dispute, including disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court of competent jurisdiction will decide any question regarding the validity or enforceability of the class action waiver.

Arbitration Fees Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA rules and consumer protection law. Africhange will not seek to recover arbitration fees and costs from you beyond what is permitted by the arbitration rules, these Terms, or applicable law.

Opt-Out Right You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days after you first accept these Terms. Your notice must include your full name, account email, and a clear statement of your intent to opt out.

Severability If any portion of this arbitration section is found unenforceable, that portion will be severed and the remaining portion will remain in effect, except that if the class action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request for relief will proceed in a court of competent jurisdiction and not in arbitration.

Court Proceedings Where Arbitration Does Not Apply Any Dispute not required to be resolved by arbitration and not eligible for small claims court will be brought in the competent state or federal courts located in Delaware, unless applicable consumer law requires otherwise.

22.2 EEA

For EEA consumers, these Terms are governed by the laws of the jurisdiction stated in your onboarding disclosures, except that mandatory local consumer laws of your country of residence may still apply.

Courts of your country of residence or the relevant Africhange contracting entity's courts may have jurisdiction where required by applicable law.

22.3 Other Supported Jurisdictions

If Africhange makes the Services available to you in another supported jurisdiction, additional local terms, consumer protections, complaint procedures, or dispute resolution provisions may apply and will control to the extent required by applicable law.

Changes to the Terms

We may update these Terms from time to time. Where legally required, we will provide notice of material changes by email, in-app notice, website posting, or other reasonable means.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance, unless applicable law requires additional consent.

Contact

For questions, complaints, or support relating to these Terms or the Services, contact Africhange using the contact details listed in the app or on the website.

Africhange Inc. 8 The Green STE A Dover, DE, 19901, United States

If your complaint concerns a regulated service delivered by a third-party provider such as Bridge, Africhange may route or escalate the complaint to that provider where appropriate.