Terms of Service

Effective date: 05 August 2025
Last updated: 26 August 2025

These Terms of Service (the “Terms”) form a binding agreement between you (“you,” “your,” or the “User”) and Yalafi Global Technology Limited ("Company," “Yalabit,” “we,” “our,” or “us”) regarding your access to and use of the Yalabit application, website, APIs, and related services (collectively, the “Platform”). By accessing or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

Important: Some features of the Platform are decentralized and interact directly with public blockchain networks and the Online+ (ION) non‑custodial MPC wallet. Blockchain transactions are irreversible and may be public and non‑modifiable. Other features involve off‑chain services (e.g., fiat balances, dispute operations, compliance checks). You acknowledge and accept the different operational models and risks.

1. Definitions

  • Account: A registered profile on the Platform associated with your Yalabit identity and, optionally, your ION ID (Online+ username).

  • Online+ (ION) Wallet: A third‑party, non‑custodial multi‑party computation (MPC) wallet used to initiate and authorize on‑chain transactions. Private keys are locally generated and encrypted on user devices.

  • Fiat Balance: A ledger balance visible in the Platform that represents fiat funds held by the Company or its licensed partners/custodians for your benefit, subject to applicable regulations and limits.

  • P2P: Peer‑to‑peer listing and trade module that matches users to buy/sell crypto against fiat or other assets, with optional chat and in‑app coordination.

  • Escrow: Workflow that secures funds or assets for Goods, Services, or Payment Only, with programmed conditions for release and optional auto‑release timer.

  • Swap: Feature that converts fiat ↔ crypto or crypto ↔ crypto, where on‑chain legs are authorized by the Online+ wallet; fiat legs are handled off‑chain via partners.

  • Staking: Locking YALA tokens via the Online+ wallet for a specified term in exchange for protocol-defined yield and/or utility (e.g., merchant verification benefits).

  • Merchant: A user who offers goods or services and is verified under Yalabit criteria, which may include staking thresholds and KYC.

  • Fees: Any charges, spreads, network fees, escrow fees, swap fees, or third‑party charges applicable to your use of the Platform.

2. Eligibility & User Representations

2.1 Age & Capacity. You affirm that you are at least the age of majority in your jurisdiction and have the legal capacity to enter into these Terms. If you are acting on behalf of a legal entity, you represent that you have authority to bind that entity.

2.2 Prohibited Persons. You represent that you are not a person or entity on any applicable sanctions or watch list and are not located in a jurisdiction where use of the Platform is prohibited. We may restrict or terminate access to comply with sanctions, embargoes, or other legal restrictions.

2.3 Lawful Use. You agree to use the Platform only for lawful purposes and in compliance with these Terms and all applicable laws and regulations (including anti‑money laundering, counter‑terrorist financing, anti‑fraud, consumer protection, tax, and data protection laws).

3. Account Registration; Identity; Security

3.1 Account Setup. You may be required to register an Account, provide a username, and (optionally or when required) link your ION ID. You must provide accurate, current, and complete information and keep it updated.

3.2 KYC/AML. We may request identity verification (KYC) at onboarding or when you access certain features (e.g., fiat deposits/withdrawals, Escrow participation, Merchant verification). You agree to provide requested information and consent to screening, monitoring, and transaction risk assessments.

3.3 Authentication. Certain actions (e.g., withdrawals, releases, password changes) may require multi‑factor authentication (MFA/2FA). You are responsible for maintaining the confidentiality of login credentials, device security, and any keys or recovery materials for the Online+ wallet.

3.4 Account Responsibility. All activity under your Account is deemed authorized by you. Notify us immediately of any suspected unauthorized access or security incident.

3.5 Multiple Accounts. We may disallow or limit multiple Accounts for a single user unless explicitly permitted.

4. The Platform & Services

4.1 Non‑Custodial Crypto. On‑chain transactions are executed by you through the Online+ (ION) Wallet. Yalabit does not take custody of your crypto assets for these features and cannot reverse or modify on‑chain transactions.

4.2 Fiat Balance (Custodial). Your Fiat Balance represents funds held with the Company or its licensed custodial partners per applicable rules. We provide statements and limits within the app. Fiat functionality may be restricted by jurisdiction.

4.3 P2P Module. The P2P module enables users to post buy/sell offers and complete trades with other users. Yalabit may provide optional chat, risk checks, and dispute tooling but is not a party to P2P trades between users. You are responsible for verifying counterparties and complying with law.

4.4 Escrow Module. The Escrow workflow supports Goods, Services, and Payment Only types. The initiator selects funding (Fiat Balance or external crypto via Online+), defines terms, and invites a counterparty. Release is manual or via optional auto‑release timer. Disputes can be raised and handled per Section 9.

4.5 Swap Module. Swaps may involve on‑chain and off‑chain legs. Rates and fees are shown pre‑trade where possible. Execution times and final amounts can vary due to market conditions, network congestion, and partner availability.

4.6 Staking & YALA Token. Staking terms (minimums, APYs, lock periods) are displayed in‑app and may be adjusted by admins. Staked YALA is non‑custodial (locked via Online+). Staking is not a deposit, savings account, or investment advisory service. Rewards are not guaranteed.

4.7 Merchant Program. Merchant verification may require staking a minimum amount of YALA and passing KYC and risk checks. Verified Merchants may receive benefits (e.g., fee discounts on their own P2P ads) as set out in the app.

4.8 Third‑Party Services. The Platform integrates third‑party services (wallets, on‑/off‑ramp providers, custodians, analytics, KYC vendors, messaging). Third‑party terms may apply. We are not responsible for third‑party acts or omissions.

4.9 Beta/Experimental Features. Some features may be released as beta. They may change, break, or be withdrawn without notice. Use is at your own risk.

5. Fees, Pricing & Taxes

5.1 Fees. Fees apply to certain actions (e.g., escrow, swaps, withdrawals, card/transfer payments, disputes where applicable). Fee schedules may be shown in‑app or on the website and may change from time to time. Network fees are separate.

5.2 Who Pays Fees. For Escrow, the fee payer (Initiator, Receiver, or Split) may be set per transaction by the initiator/admin configuration and shown pre‑confirmation.

5.3 Rates & Spreads. Swaps and FX involve rates/spreads derived from liquidity providers. Indicative quotes are not guarantees. Final settlement depends on execution conditions.

5.4 Taxes. You are responsible for all taxes associated with your activity. We may provide statements or summaries but do not provide tax or legal advice.

6. User Conduct & Prohibited Activities

You agree not to:

  • Use the Platform for unlawful activities (e.g., fraud, money laundering, terrorist financing, sanctions evasion, ransomware, scams, intellectual property infringement).

  • Circumvent geoblocking or use the Platform in prohibited jurisdictions.

  • Interfere with Platform security, attempt unauthorized access, or reverse engineer the software.

  • Misrepresent identity, source of funds, or nature of transactions.

  • Conduct abusive behavior in chats, including sharing personal data contrary to warnings, harassing content, or unsafe coordination.

  • Use automated tools (scrapers/bots) without written consent.

  • List or trade assets that are illegal, stolen, counterfeit, or otherwise prohibited.

We may suspend or terminate features/full functions for user's accounts engaging in prohibited activities.

7. Communications; P2P Chat; Records

7.1 Optional Chat. P2P and Escrow chats are optional and may display warnings about sharing personal data. You agree to comply with these warnings.

7.2 Monitoring. To support safety and disputes, Yalabit may log message content and metadata. Automated filters may flag content to admins. Do not expect confidentiality in Platform chats.

7.3 Records. We may retain transaction logs, KYC records, and communications as required by law or for legitimate business purposes.

8. Funding, Withdrawals & Settlement

8.1 Funding Options. Funding methods (card, bank transfer, external wallet) depend on your region and partners. Availability may change.

8.2 Withdrawals. Withdrawals follow compliance checks, partner availability, and network conditions. Delays can occur due to risk reviews, chargebacks, or network congestion.

8.3 Reversals & Chargebacks. For fiat rails subject to chargebacks, we may place holds, claw back funds, or debit your balance if a payment is reversed or disputed.

8.4 Conversion. For Escrow with currency/crypto conversion, the Platform shows Receiver Gets previews. Final amounts may differ slightly due to execution timing and fees.

9. Escrow Release, Disputes & Resolution

9.1 Release Controls. Funds in Escrow are released when both parties agree, when conditions are met, or when an auto‑release timer (if enabled) expires and neither party has raised a dispute.

9.2 Raising a Dispute. Either party may raise a dispute before release. You must provide evidence (e.g., delivery proof, work logs, chat records). We may pause release while investigating.

9.3 Investigation & Decision. Our dispute team reviews submitted evidence, relevant logs, and applicable policies. We may request additional information. Our decision is final within the Platform and may include releasing funds to either party, partial refunds (where rails allow), or cancelling the transaction.

9.4 Limitations. If the Escrow is funded with on‑chain crypto from a non‑custodial wallet, our ability to re‑route or claw back funds is limited. Where technical limits prevent an outcome, we will disclose constraints and attempt a commercially reasonable solution.

9.5 Appeals. Limited appeals may be available if you present new, material evidence within the time window indicated in the decision notice.

10. Merchant Program & Listings

10.1 Verification. Merchant verification requires KYC and may require staking a minimum amount of YALA (configurable by admin). Benefits (e.g., fee discounts on your own P2P adverts) are displayed in‑app and may change.

10.2 Listings. You must ensure listings accurately describe goods/services, pricing, delivery terms, and refund/return policies. You are solely responsible for compliance with consumer and e‑commerce laws.

10.3 Fulfilment & Issues. Merchants must deliver as promised. Failure to deliver or repeated disputes may result in penalties, loss of verification, or account suspension.

11. Staking & Token‑Related Terms

11.1 Nature of Staking. Staking is provided as a protocol utility and does not constitute a deposit or investment advisory service. Rewards are not guaranteed and may vary or change.

11.2 Lock Periods & Claims. During lock periods, staked YALA cannot be transferred. After maturity, principal and rewards (if any) are claimable to your Online+ username as per the displayed timelines.

11.3 Slashing/Force‑Majeure. Where applicable, staking is subject to blockchain risks. We are not liable for network events, chain forks, contract bugs, or validator failures.

11.4 No Offer. Nothing in the Platform constitutes an offer to sell or the solicitation of an offer to buy any security, nor financial advice. Token information is provided for utility and operational purposes only.

12. Referral Program

12.1 Eligibility & Rewards. If offered, referral rewards (e.g., YALA Tokens or other) accrue per posted rules. Self‑referrals and abuse are prohibited.

12.2 Adjustments. We may adjust, withhold, or claw back rewards in cases of fraud, chargebacks, or policy violations. Programs may change or end at any time.

13. Compliance, Screening & Risk Controls

13.1 Monitoring. We may screen transactions, block addresses, or delay processing to comply with law and manage risk.

13.2 Sanctions. We may restrict access for sanctioned persons or jurisdictions and report suspicious activity to authorities where required.

13.3 Limits. We may apply velocity, amount, and feature limits per risk profile, verification status, and regional rules.

14. Intellectual Property

14.1 Our IP. The Platform, brand, logos, designs, code, and content (excluding your content) are owned by us or our licensors and are protected by intellectual property laws. You receive a limited, revocable, non‑transferable license to use the Platform per these Terms.

14.2 Your Content. You grant us a non‑exclusive, worldwide, royalty‑free license to host, display, and use content you submit solely to operate and improve the Platform. You represent you have rights to such content.

14.3 Feedback. If you provide feedback or suggestions, we may use them without restriction or compensation.

15. Privacy & Data

15.1 Privacy Policy. Our Privacy Policy explains how we collect, use, and protect personal data. By using the Platform, you consent to our data practices.

15.2 KYC & Records. We retain KYC and transaction records as required by law. For decentralized features, some data (e.g., blockchain addresses and transactions) is public by design.

15.3 Cross‑Border Transfers. We may process data in countries other than your own. We use appropriate safeguards where required.

16. Security; Self‑Custody Responsibilities

16.1 Your Devices & Keys. You are solely responsible for securing your devices, passcodes, seed material, recovery factors, and 2FA. Loss of access may result in permanent loss of assets.

16.2 Phishing & Social Engineering. Be vigilant. We will never ask for your private keys or seed phrases. Verify communications and report suspicious activity.

16.3 Bugs & Vulnerabilities. Report security issues via our responsible disclosure channel. Do not exploit vulnerabilities.

17. Service Availability; Changes

17.1 Uptime. We strive for high availability but do not guarantee uninterrupted service. Maintenance, upgrades, congestion, partner outages, or force majeure may cause downtime.

17.2 Modifications. We may change, suspend, or discontinue any feature at any time. We will provide notice where required.

18. Disclaimers

18.1 No Advice. The Platform provides tools, not advice. We do not provide financial, investment, legal, tax, or accounting advice.

18.2 No Warranty. The Platform is provided “as is” and “as available.” We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement.

18.3 Volatility & Network Risks. Digital assets are volatile. Networks can fail, congest, or fork. Transactions can be delayed or lost due to third‑party issues. You assume all such risks.

19. Limitation of Liability

To the maximum extent permitted by law, the Company, its affiliates, and providers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, or goodwill, arising out of or related to your use of the Platform. Our aggregate liability for direct damages will not exceed the greater of: (a) the total fees you paid to us in the 12 months prior to the event giving rise to the claim; or (b) USD 100.

Some jurisdictions do not allow certain limitations; in that case, the limitations apply to the fullest extent permitted.

20. Indemnification

You agree to indemnify and hold the Company, its affiliates, officers, employees, and agents harmless from any claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from: (a) your use of the Platform; (b) your violation of these Terms or law; (c) your content or listings; or (d) disputes with other users.

21. Term; Suspension; Termination

We may suspend or terminate your access at any time for any reason, including risk, non‑use, legal requirements, or policy violations. You may terminate by ceasing use and, where applicable, closing your Account. Sections that by their nature should survive termination will survive (e.g., fees owed, IP, disclaimers, limitations, indemnities).

22. Notices; Electronic Communications

You consent to receive notices and disclosures electronically through the Platform, email, or in‑app messages. Keep your contact details current.

23. Governing Law; Dispute Resolution

23.1 Governing Law. These Terms are governed by the laws of Nigeria, without regard to conflicts of laws principles, unless your local law requires otherwise.

23.2 Informal Resolution. Contact support first to attempt amicable resolution.

23.3 Arbitration. Except where prohibited, any dispute arising from these Terms will be resolved by binding arbitration on an individual basis under the rules of a recognized arbitral body seated in Lagos/Abuja, Nigeria. You waive class actions and jury trials to the extent permitted by law.

23.4 Injunctive Relief. Either party may seek injunctive relief for misuse of IP or breach of confidentiality without posting bond.

24. Compliance with Laws; Geographic Restrictions

24.1 Local Laws. You are responsible for compliance with local laws. Features may not be available in all jurisdictions.

24.2 Sanctions & Export. You may not use the Platform in or for the benefit of any person in restricted jurisdictions or on sanctions lists.

25. Changes to Terms

We may update these Terms from time to time. The updated Terms will be effective upon posting with a new “Last updated” date. Continued use after changes constitutes acceptance. If you do not agree, stop using the Platform.

26. Miscellaneous

  • Entire Agreement. These Terms and any policies referenced constitute the entire agreement between you and us.

  • Severability. If any provision is unenforceable, the remainder remains in effect.

  • Assignment. You may not assign these Terms without our consent. We may assign to an affiliate or successor.

  • No Waiver. Failure to enforce a provision is not a waiver.

  • Headings. Headings are for convenience only.

27. Contact

Yalafi Global Technology Limited
No 6 Road 8, Ikwerre Port Harcourt. NG
Email: hi@yalabit.app
Phone: +234 7034 563 662

Annex A – Feature‑Specific Disclosures

A1. P2P Trading Disclosures

  • Yalabit is not a party to P2P trades; you contract directly with counterparties.

  • Use in‑app chat carefully; do not share sensitive personal information.

  • Confirm payment receipt independently before releasing crypto in payment‑on‑delivery flows.

  • Beware of chargebacks on certain fiat rails; consider safer rails for high‑risk trades.

A2. Escrow Disclosures

  • Define clear deliverables, milestones, and acceptance criteria.

  • Use dispute window proactively; submit evidence promptly if issues arise.

  • Auto‑release timers, if enabled, may release funds automatically absent a dispute.

  • On‑chain funding limits our ability to reverse.

A3. Swap Disclosures

  • Quotes are indicative; final amounts may vary due to execution timing and fees.

  • Network congestion can delay confirmations.

  • Off‑ramp limits and compliance checks may apply.

A4. Staking Disclosures

  • APYs are variable and may change; rewards are not guaranteed.

  • Early withdrawal may be unavailable during lock periods.

  • Network or contract events could affect rewards.

A5. Merchant Program

  • Verification requires KYC and may require staking YALA (threshold configurable by admin).

  • Benefits (e.g., P2P fee discounts on your own ads) are subject to change.

  • Non‑compliance, poor dispute history, or fraud risk may revoke verification.

A6. Referral Program

  • Abuse (self‑referrals, fake accounts, circular trades) is prohibited.

  • Rewards may be adjusted or withheld for fraud or chargebacks.

A7. Regulatory Notes

  • Some features may be offered via licensed partners/custodians. Their terms apply.

  • Regional restrictions may limit fiat services, card programs, or specific assets.

Acknowledgement:
By using Yalabit, you affirm that you have read, understood, and agree to these Terms of Service.