Terms of Use

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Upesa ("Upesa," "we," "us," or "our"), governing your access to and use of the Upesa website, mobile application, wallet infrastructure, foreign exchange (FX) services, and all related products and services (collectively, the "Platform" or "Services"), including the BackUp by Upesa service described in Section 8 below.

BY ACCESSING, DOWNLOADING, INSTALLING, REGISTERING FOR, OR OTHERWISE USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING OUR PRIVACY POLICY AND ANY OTHER POLICIES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

Certain features of the Platform, including BackUp by Upesa, require you to affirmatively accept additional click-wrap or click-through agreements before you may proceed. Your continued use of the Platform following any such prompt is conditioned on your acceptance as described in Section 8.

Account: The unique Upesa profile created by a User to access the Platform, including any associated wallet addresses, credentials, and stored data.

App: The Upesa mobile application, available on supported iOS and Android devices.

BackUp by Upesa: The optional (and, upon future launch, compulsory) account recovery service described in Section 8, operated through Upesa's internally controlled Policy Engine.

Click-Wrap Agreement: An electronic agreement requiring a User to take an affirmative action (e.g., clicking "I Agree" or "Approve") before being permitted to proceed with use of a feature or the Platform.

Digital Asset: Any virtual asset, cryptocurrency, stablecoin, token, or similar digital representation of value supported on the Platform.

Policy Engine: The internal rules-based and multi-signature ("MultiSig") authorization system operated and controlled by Upesa that governs approval of recovery actions under BackUp by Upesa.

Recovery Options: The authentication methods, contacts, or credentials a User configures for the purpose of account or asset recovery under BackUp by Upesa.

Services: Collectively, the wallet, FX infrastructure, stablecoin, BackUp by Upesa, and any other services made available via the Platform.

User / you: Any individual or entity that accesses or uses the Platform.

You must be at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is higher, to use the Platform.

You represent and warrant that you have full legal capacity to enter into these Terms and are not barred from using the Platform under any applicable law, including sanctions, anti-money laundering, or export control laws.

You may not use the Platform if you are a resident of, or located in, a jurisdiction where the Services are prohibited or restricted by applicable law.

We reserve the right to refuse registration, suspend, or terminate any Account at our sole discretion where eligibility requirements are not met or are reasonably believed not to be met.

To use the Platform, you must register for an Account and provide accurate, current, and complete information, including identity verification (Know Your Customer, "KYC") documentation as we may require from time to time.

You agree to promptly update your Account information to keep it accurate and complete, and you are solely responsible for maintaining the confidentiality of your login credentials.

Upesa operates in compliance with applicable anti-money laundering (AML), countering the financing of terrorism (CFT), and counter-proliferation financing (CPF) laws and regulations, including customer due diligence, enhanced due diligence for higher-risk customers, sanctions screening, and transaction monitoring obligations imposed by applicable regulators.

Where required by applicable law, including rules issued by the Securities and Exchange Commission, the Central Bank of Nigeria, or any other competent regulator, Upesa will collect, verify, retain, and where applicable transmit originator and beneficiary information in connection with Digital Asset transfers (commonly known as the "Travel Rule"). By using the Platform to send or receive Digital Assets, you consent to this collection, verification, retention, and transmission of information, including to counterparty service providers and regulators as required.

You authorize Upesa to perform identity verification, sanctions screening, and any other due diligence checks it deems necessary, directly or through third-party service providers, at any time during your relationship with Upesa.

You are solely responsible for maintaining the security of any device used to access the Platform and for all activity that occurs under your Account, whether or not authorized by you, except to the extent caused by Upesa's gross negligence or willful misconduct.

The Platform provides wallet infrastructure for third-party Digital Assets, foreign exchange (FX) conversion services, and related functionality made available via the website and App. Upesa may add, modify, suspend, or discontinue any feature of the Services at any time, with or without notice, subject to applicable law.

Non-Custodial Wallet Architecture: With respect to supported third-party Digital Assets, the Platform operates on a non-custodial basis: you retain primary control of your own wallet through a key held exclusively by you, and Upesa does not have unilateral access to, or control over, that key in the ordinary course. Upesa's only role in respect of your wallet's underlying multi-signature configuration is as a limited recovery participant under BackUp by Upesa, as described in Section 8.

eNGN: Naira value associated with your Account (for example, following an off-ramp conversion, pending a withdrawal) is represented within your wallet by eNGN, a Naira-denominated utility token issued by Upesa and redeemable 1:1 for Naira. eNGN is not a third-party Digital Asset, is not transferable to any wallet or person outside the Platform, is not listed or tradable on any market, and is not offered or marketed to the public as an investment. Unlike your non-custodial third-party Digital Assets, eNGN represents a claim against Upesa for redemption in Naira, backed by Naira reserves held by Upesa, and is therefore subject to Upesa's performance and solvency as issuer. Further detail on eNGN's reserve backing is available on request.

Upesa does not act as a bank, and Digital Assets and eNGN held through the Platform are not deposits and are not insured by any government deposit insurance scheme unless expressly stated otherwise in writing.

Subject to your compliance with these Terms, Upesa grants you a limited, non-exclusive, non-transferable, revocable license to access and use the website and App solely for your personal or internal business use, in accordance with these Terms. This license does not include any right to: (a) resell or make commercial use of the Platform; (b) copy, reproduce, distribute, or create derivative works of any part of the Platform; (c) reverse engineer, decompile, or disassemble any part of the Platform; or (d) use any automated means to access the Platform without our prior written consent.

You agree not to, and not to permit any third party to:

• Use the Platform for any unlawful purpose, including money laundering, terrorist financing, fraud, or evasion of sanctions;
• Provide false, inaccurate, or misleading information during registration or KYC verification;
• Attempt to gain unauthorized access to any part of the Platform, other Users' Accounts, or Upesa's systems;
• Interfere with or disrupt the integrity or performance of the Platform, including through introduction of malware, denial-of-service attacks, or similar conduct;
• Use the Platform to transact in Digital Assets connected to illicit activity, sanctioned persons or jurisdictions, or prohibited goods or services;
• Circumvent, disable, or otherwise interfere with any security-related feature of the Platform, including BackUp by Upesa or the Policy Engine;
• Use the Platform if you are located in, or are a resident of, a jurisdiction subject to comprehensive sanctions.

A breach of this Section constitutes a material breach of these Terms and may result in immediate suspension or termination of your Account, forfeiture of access, and reporting to competent authorities where required by law.

Upesa may charge fees for use of certain Services, including transaction fees, FX conversion spreads, and withdrawal fees, as set out in the applicable fee schedule made available on the Platform.

Fees are subject to change at Upesa's discretion upon reasonable notice, and continued use of the Platform after such notice constitutes acceptance of the revised fees.

You are solely responsible for any applicable taxes arising from your use of the Platform, and Upesa makes no representation regarding your tax obligations.

This Section 8 governs BackUp by Upesa, an account and asset recovery service offered as part of the Platform. This Section forms an integral part of these Terms and applies to all Users who configure, approve, or otherwise interact with BackUp by Upesa.

Overview and Availability

BackUp by Upesa is a recovery service designed to help Users regain access to their Account and associated Digital Assets in circumstances such as loss of device, loss of credentials, or other loss-of-access events.

BackUp by Upesa is currently available on request during its pre-launch phase and is being made available to a limited set of Users ahead of full public launch. Features, availability, and functionality described in this Section are subject to change prior to and following full launch.

Upesa intends for BackUp by Upesa to become a compulsory feature of the Platform in the future. Upon such transition, continued use of the Platform, including the ability to send, receive, or otherwise transact in Digital Assets, may be conditioned on your setup of Recovery Options and your acceptance of BackUp by Upesa as described in this Section. Upesa will provide notice of this transition through the Platform and, where required by law, through other means.

Setting Up Recovery Options

Users who enable BackUp by Upesa will be required to configure Recovery Options through the Platform. You are solely responsible for the accuracy, completeness, and ongoing maintenance of the Recovery Options you provide, including keeping any recovery contacts, credentials, or authentication factors current.

Upesa is not responsible for any failure of the recovery process resulting from inaccurate, outdated, or incomplete Recovery Options provided by you.

You should not rely on BackUp by Upesa as your sole means of safeguarding access to your Account, and you are encouraged to maintain independent backup practices to the extent permitted by the Platform.

Mandatory Click-Wrap Approval Upon Launch

When BackUp by Upesa transitions from an on-request, pre-launch feature to its full launch state, Users will be presented with a click-wrap (click-through) agreement specific to BackUp by Upesa (the "BackUp Agreement").

You must affirmatively click "Approve" (or a substantially similar acceptance mechanism) in response to the BackUp Agreement in order to continue using the Platform. If you decline, do not respond, or otherwise fail to approve the BackUp Agreement, you will not be permitted to progress further within the Platform, and access to Services, including the ability to initiate or receive transactions, may be blocked, limited, or suspended until approval is given.

Your click to "Approve" constitutes a legally binding electronic signature and acceptance of the BackUp Agreement then in effect, in the same manner as your acceptance of these Terms.

The Policy Engine: Internal MultiSig Structure

BackUp by Upesa operates on the Stellar network's native multi-signature ("MultiSig") functionality. Your wallet is configured with your own primary signing key, which you hold exclusively and which is sufficient, on its own, to authorise your day-to-day transactions. Upesa does not hold, and cannot access, your primary signing key, and Upesa cannot authorise, block, or initiate a transaction of your third-party Digital Assets in the ordinary course.

Upesa additionally holds a limited recovery signing key on your wallet's MultiSig configuration ("Upesa Recovery Signer"). The Upesa Recovery Signer's signing weight is deliberately set so that Upesa, acting alone, can never meet the threshold required to move your Digital Assets. The Upesa Recovery Signer only becomes operative as part of a validated recovery request processed through BackUp by Upesa.

Approvals, authorizations, and recovery actions under BackUp by Upesa are internally processed through the Policy Engine, a rules-based system requiring multiple internal approvals ("internal MultiSig") from within Upesa before the Upesa Recovery Signer's weight is exercised. This internal MultiSig governs only Upesa's own decision of whether and when to exercise its limited recovery weight — it does not give Upesa broader control over your wallet than the Upesa Recovery Signer's fixed, minority weight.

Because your wallet's day-to-day signing authority belongs to you, User-controlled or User-held signing configurations are inherent to BackUp by Upesa's design — you are, and remain, the primary signer on your own wallet. You cannot act as a signer, co-signer, or approver within Upesa's internal Policy Engine, and cannot independently execute or block a decision made within that internal process.

Recovery Disclaimer

BACKUP BY UPESA IS PROVIDED ON A REASONABLE-EFFORTS BASIS AND IS NOT A GUARANTEE OF ACCOUNT OR ASSET RECOVERY. YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

• Recovery through BackUp by Upesa is not guaranteed, and there is a risk that recovery may fail, be delayed, or be incomplete, including as a result of technical failure, incomplete or inaccurate Recovery Options, internal review processes, or circumstances beyond Upesa's reasonable control.
• Because the Policy Engine relies on Upesa's internal MultiSig structure rather than a User-held key, you are relying on Upesa's internal controls, personnel, and governance for the security and availability of the recovery mechanism. Upesa does not guarantee that its internal signers or systems will act within any particular timeframe.
• Recovery actions are subject to internal verification, fraud-prevention, and compliance checks, which may result in delays, additional information requests, or denial of a recovery request, including where Upesa reasonably suspects fraud, unauthorized access, or non-compliance with applicable law.
• Loss of access to Recovery Options configured by you may result in permanent and irreversible loss of access to your Account and associated Digital Assets, notwithstanding the existence of BackUp by Upesa.
• To the fullest extent permitted by applicable law, Upesa disclaims all liability for any loss, damage, or delay arising from or relating to the operation, unavailability, denial, or failure of BackUp by Upesa or the Policy Engine, except to the extent such loss arises directly from Upesa's fraud, gross negligence, or willful misconduct.
• BackUp by Upesa does not eliminate the risks inherent in holding or transacting in Digital Assets, and you remain solely responsible for exercising caution and independent judgment regarding the security of your Account.

BY CONFIGURING RECOVERY OPTIONS OR APPROVING THE BACKUP AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS RECOVERY DISCLAIMER AND ACCEPT THE RISKS DESCRIBED ABOVE.

You acknowledge and accept the following risks associated with use of the Platform, which are inherent to Digital Assets and are not unique to Upesa:

Volatility Risk: The value of Digital Assets, including stablecoins, can be highly volatile, and stablecoins may lose their intended peg to a reference asset.

Regulatory Risk: Laws and regulations governing Digital Assets and virtual asset service providers are evolving and may change in ways that adversely affect the Platform or your ability to access your Digital Assets.

Technology Risk: Blockchain networks, smart contracts, and related infrastructure may be subject to bugs, exploits, forks, or other technical failures outside Upesa's control.

Irreversibility of Transactions: Digital Asset transactions are generally irreversible once broadcast to the relevant network, and Upesa cannot reverse, cancel, or recover a transaction sent in error.

Third-Party Risk: The Platform may rely on third-party service providers, including custodians, liquidity providers, and Travel Rule messaging networks, whose failure or misconduct could affect the Services.

All content, trademarks, logos, software, and other intellectual property made available through the Platform are owned by Upesa or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in Upesa's intellectual property except the limited license expressly set out in Section 5.

The Platform may contain links to, or integrate with, third-party websites, applications, or services, including Travel Rule messaging providers, blockchain analytics providers, and payment processors. Upesa does not control and is not responsible for the content, policies, or practices of any third party, and your use of any third-party service is at your own risk and subject to that third party's terms.

Upesa's collection, use, and disclosure of your personal information, including information collected for KYC, AML, Travel Rule, and BackUp by Upesa purposes, is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to such collection, use, and disclosure, including disclosure to regulators, law enforcement, and counterparty service providers where required by applicable law.

Upesa may suspend, restrict, or terminate your access to the Platform, in whole or in part, at any time, with or without notice, including where Upesa reasonably believes you have breached these Terms, engaged in prohibited conduct, failed to complete required KYC or BackUp approval steps, or where required by applicable law or a competent authority.

You may terminate your Account at any time by following the account closure process made available on the Platform, subject to completion of any pending transactions, applicable regulatory holding periods, and satisfaction of any outstanding obligations.

Sections of these Terms that by their nature should survive termination, including Sections 8.5 (Recovery Disclaimer), 9 (Risk Disclosures), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), and 18 (Dispute Resolution), shall survive any termination or expiration of these Terms.

Upesa may amend these Terms from time to time. We will provide notice of material changes through the Platform, by email, or by other reasonable means, and will indicate the date the revised Terms take effect. Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES, INCLUDING BACKUP BY UPESA, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. UPESA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RECOVERY REQUEST UNDER BACKUP BY UPESA WILL BE SUCCESSFUL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPESA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR DIGITAL ASSETS, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, INCLUDING BACKUP BY UPESA, EVEN IF UPESA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UPESA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO UPESA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) THE USER'S SUBSCRIPTION AMOUNT EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

You agree to indemnify, defend, and hold harmless Upesa and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law or third-party right; or (d) any Recovery Options or information you provide in connection with BackUp by Upesa.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.

The parties shall first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If a dispute is not resolved within thirty (30) days, either party may pursue resolution through arbitration or the courts of competent jurisdiction in Nigeria, as further specified in any dispute resolution policy made available on the Platform.

Nothing in this Section limits either party's right to seek injunctive or equitable relief in a court of competent jurisdiction.

Upesa shall not be liable for any failure or delay in performance under these Terms resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, regulatory change, power or internet outages, blockchain network failures or congestion, or failures of third-party service providers.

Entire Agreement: These Terms, together with the Privacy Policy and any other policies incorporated by reference (including any BackUp Agreement), constitute the entire agreement between you and Upesa regarding the Platform and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: You may not assign or transfer these Terms or any rights hereunder without Upesa's prior written consent. Upesa may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

No Waiver: Upesa's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

Notices: Upesa may provide notices to you through the Platform, by email, or by other reasonable means. You must direct notices to Upesa using the contact details set out in Section 21.

Language: These Terms are drafted in English. Any translation is provided for convenience only, and the English version shall govern in the event of any conflict.

For questions regarding these Terms, the Platform, or BackUp by Upesa, please contact us at: