Terms of Use

Last updated on December 2024

UMOJA.xyz Terms of Use

First Published: [●] 2024

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 19. PLEASE READ THESE TERMS OF USE CAREFULLY.

NOTICE: The UMOJA.xyz Protocol (the "Protocol"), associated software, and documentation, including the UMOJA.xyz Materials (collectively referred to as "UMOJA Software"), are not developed for, and are not available to, US Persons or entities, nor to any person or entity in any Restricted Territory. The use of technology or mechanisms such as VPNs to circumvent these restrictions is prohibited. By using UMOJA Software, you confirm that you are not a Restricted Person (as defined in clause 4 below) and will not use UMOJA Software from within the United States, Canada, or any Restricted Territory (as defined in clause 20 below).

1. Introduction

These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Umoja Labs Inc. “UMOJA,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“user”, “you” or “your”) (collectively, these “Terms”), are entered into between UMOJA and you concerning your use of, and access to:

UMOJA’s websites, including umoja.xyz (and any respective subdomains); web applications; mobile applications; and all associated sites linked thereto by UMOJA (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”); and

all products and features available via the Site, including the order book, matching engine, smart contracts, decentralized applications, APIs and all other software that UMOJA or a third party has developed for the UMOJA Software, including entering into or using any products or services offered on the UMOJA Software (collectively the “Interface”).

Our provision of the Site and the Interface to You is referred to herein as the “Services”.

2. Agreement to Terms

Please read these Terms carefully, as these Terms govern your use of the Services. These Terms expressly cover your rights and obligations, and our, Umoja Foundation's, and Amani Foundation Ltd.'s disclaimers and limitations of legal liability, relating to your use of, and access to, the Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 19. If you do not agree to these Terms, then you must not access or use the Services.

By accessing or using any or all of the Services, you expressly acknowledge that (i) you have read and understood these Terms; (ii) you agree to be bound by these Terms; and (iii) you are legally competent to enter into these Terms. If you do not agree to be bound by these Terms or any updates or modifications to these Terms, you may not access or use our Services. WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. UMOJA IS SOLELY THE PROVIDER OF THE UMOJA SOFTWARE AND UMOJA DOES NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD. EACH OF UMOJA, UMOJA FOUNDATION, AND AMANI FOUNDATION LTD. ACTS EXCLUSIVELY ON A PROPRIETARY BASIS AND DOES NOT ACT FOR OR ON YOUR BEHALF. AT NO TIME WILL EITHER UMOJA, UMOJA FOUNDATION OR AMANI FOUNDATION LTD. TAKE CUSTODY OF YOUR DIGITAL ASSETS, FACILITATE THE EXCHANGE OR TRANSFER OF DIGITAL ASSETS OR INVEST DIGITAL ASSETS ON YOUR BEHALF.

3. Updates to Terms or Services

We reserve the right to update these Terms or Services at our discretion and any such updates will be effective immediately upon being posted to our website, without notice to you. Your continued use of the Services following any updates indicates acceptance of the revised Terms. If you do not agree to the Terms or any update or modification to the Terms, you must cease to access or use our Services. Our Services are evolving over time and we may change or discontinue all or any part of the Services at any time and without prior notice, and at our sole discretion.

4. Eligibility

To be eligible to use the Services: (i) you must be at least eighteen (18) years old and legally competent to enter into these Terms; (ii) you must not be a citizen or entity of, formed in, reside in, be located in, have a place of business in or be conducting business in a sanctioned jurisdictions according to any trade embargoes, UN Security Council Resolutions (“UNSCR”) or HM Treasury’s financial sanctions regime or any country listed in clause 20 of these Terms ("Restricted Person"); (iii) you must not be currently the subject of or subject to economic sanctions such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by OFAC, the denied persons or entity list of the U.S. Department of Commerce, the UK Sanctions List, the list of persons, groups and entities subject to EU financial sanctions, or any similar list maintained by any other relevant sanctions authority; (iv) you must not be identified as a terrorist organization on any other relevant lists maintained by any regulatory body, judicial court or law enforcement entity of or subsidiary to any government of any jurisdiction; (v) and you must not be a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

If you are using our Services on behalf of a legal entity, you further represent and warrant that: (vi) the legal entity is duly organized, formed or incorporated, as the same may be, validly existing and, to the extent applicable, in good standing under the applicable laws of the jurisdiction of its organization, formation or incorporation; and (vii) you are duly authorized by such legal entity to act on its behalf.

You can only use our Services if permitted under the laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of our Services would be illegal, violate any applicable laws or require us to in any way be registered or obtain a licence to provide the Services. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. By using the Services you warrant that you shall not cause UMOJA to be in violation of applicable U.S federal or state or non-U.S. laws or regulations, including, without limitation money laundering and counter terrorism financing laws, economic sanctions, anti-bribery or anti-boycott laws or regulations, or other various statutes, regulations and executive orders administered by OFAC or otherwise. You agree that you are only using our Services with legally-obtained funds that rightfully belong to you and are not criminal property or the proceeds of any criminal activity. By using the Services, you represent and warrant that you meet all eligibility requirements that we outline in these Terms. We may still refuse to let certain people access or use the Services in our sole and absolute discretion, however, and we reserve the right to change our eligibility criteria at any time.

5. Synths

"Synths" are automated trading strategies that comprise 'Synth Put Options', 'Synth Call Options' and 'Yield Synths' as described at https://umoja.gitbook.io/umoja-protocol/protocol-overview/synths/available-synths.

In order to utilize a Synth, you are required to a deposit a certain percentage of specified digital assets ("Collateral") into a non-custodial smart contract (with certain predefined terms as specified therein) called a "Synth Vault" that will be automatically deployed by you following the connecting of your Wallet, the setting of the required parameters by you and subsequent approval by clicking "Confirm Synth". Upon depositing the required Collateral into a Synth Vault, you be will issued a non-fungible token (a "Synth Token") which shall record the terms upon which you have deposited Collateral into the Synth Vault. The Synth Vault will automatically aggregate certain fees and your Collateral and automatically transfer the same into the Global Pool.

Synth Tokens (a) shall not be transferrable or exchangeable with any third party at any time; (b) cannot be used for payment or investment purposes; and (c) shall have the sole function or recording the terms of the Synth.

6. Global Pool

The Collateral and associated fees will be pooled with other digital assets in a non-custodial smart contract (the "Global Pool").

By the burning of Synth Tokens by the Protocol, you will be entitled to receive an amount of digital assets from the Global Pool determined by the terms of your Synth Tokens (the "User Return"). UMOJA does not guarantee any rate of return on the Collateral deposited in the Global Pool or that the Global Pool will have sufficient digital assets to facilitate the return any or all of your Collateral.

By depositing Collateral into the Global Pool, you agree that some or all of your digital assets comprising Collateral in the Global Pool may be lent (the "Loaned Assets") by the Protocol to Umoja Foundation (such borrower, the "Collateral Borrower") pursuant to the terms of the Global Pool smart contract.

The Collateral Borrower acknowledges and agrees that it may borrow Loaned Assets for the sole purpose of investing such assets on a proprietary basis (the "Investment Objective"), and you acknowledge and agree to lend such Loaned Assets to the Collateral Borrower (each such loan transaction, a "Collateral Lending Arrangement") on the terms set out herein and in accordance with the pre-programmed functions of the Global Pool smart contract.

You acknowledge and agree that in connection with the Loaned Assets that comprise a Collateral Lending Arrangement you shall no longer hold legal or beneficial title to, and you shall not be able to continue to hold, trade, transfer or spend, any digital assets comprising Loaned Assets, and all right, title and interest into the Loaned Assets shall vest in the Collateral Borrower, free from all liens, charges and encumbrances. The Collateral Borrower acquiring such right, title and interest shall have the ability to hold, trade, transfer or spend, any digital assets comprising Loaned Assets and earn income from such digital assets in accordance with the Investment Objective, and will have no obligation to return or deliver any of the Loaned Assets so acquired (or any income received on such digital assets) but, in so far as any Loaned Assets have been borrowed and not subsequently repaid by the Collateral Borrower in accordance with the paragraph below, it shall be obliged to deliver an identical type, nominal value, description and amount equal to the User Return (the "Return Amount").

The Collateral Borrower acknowledges and agrees, that it is obliged following termination of the applicable Synth due to expiry or cancellation (a "Synth Termination"), as soon as reasonably practicable, to repay the Return Amount to the Global Pool.

The Collateral Borrower may utilize Loaned Assets in its own trading strategies on centralized exchanges in connection with the Investment Objective. Such Loaned Assets may be held in one or more "Off-Exchange Settlement" providers, including but not limited to Copper which allows the Collateral Borrower to mitigation any impact in the event of a centralized exchange failure.

In the event of a failure to repay the Return Amount to the Global Pool, UMOJA does not guarantee that there will be sufficient funds in the Global Pool to return the Collateral, less any fees, to you following a Synth Termination and you have no claim against UMOJA or Umoja Foundation for any such loss.

7. Smartcoins

Smartcoins are digital assets minted by Amani Foundation Ltd.. Digital assets received by Amani Foundation Ltd. in consideration for the minting of Smartcoins are lent, on a proprietary basis, by Amani Foundation Ltd. to the Collateral Borrower, which invests such digital assets on its own behalf as legal and beneficial owner of the same. The loan made by Amani Foundation Ltd. to the Collateral Borrower is perpetual and unsecured. Interest on the loan is payable on demand by Amani Foundation Ltd..

In no situation will any purchaser of Smartcoins have any rights under the loan against the Collateral Borrower, or against Amani Foundation Ltd. as a creditor.

8. Governance Pool

UMJA tokens staked through our Interface to participate in the governance of the Protocol will be held in non-custodial smart contracts (the "Governance Pool").

Upon staking UMJA, you will receive a derivative token (the "Governance Token") which shall record the terms upon which you have staked UMJA. Governance Tokens (a) shall not be transferrable or exchangeable with any third party at any time; (b) cannot be used for payment or investment purposes; and (c) shall have the sole function or recording the terms upon which you have staked the Insurance Amount.

By burning Governance Tokens through the Interface, you will be entitled to receive an amount of digital assets from the Governance Pool determined by the terms of your Governance Tokens (the "Governance Return"). UMOJA does not guarantee any rate of return on staked UMJA or that the Governance Pool will have sufficient digital assets to facilitate the return of any or all of your UMJA or Governance Return.

9. Use of Services

9.1 If you access or use the Services, you expressly acknowledge, understand and agree the following:

At any time, the Services may be inaccessible or inoperable for any reason due to causes beyond the reasonable control of UMOJA, or that could not be reasonably foreseen.

There may be disruptions, temporary or permanent interruptions or unavailability of underlying infrastructure to the software, hosting, or blockchain and smart contract functions of the Services. Services provided to you by third parties may be unavailable for any reason beyond the control of UMOJA. In any of the aforementioned circumstances, you acknowledge and agree that neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. is responsible or liable for restrictions or limitations to your access to the Services.

You are solely responsible for your use of the Services, including all of your management and actions taken with respect to your digital assets. Neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. has control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets, trades, or other interactions that you may take to or from using the Services or from a third party, and neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. is responsible for ensuring that a person or entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions or interactions in digital assets or trades using the Services, then you bear the entire risk and liability.

Your access to the Services may be disabled or modified, including restricted, if at any time there is an event of breach of these Terms. Neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. has any liability to you for any losses or damages you may suffer as a result of or in connection with the Services, Collateral Lending Arrangements or the Services being inaccessible to you at any time or for any reason.

The Services may evolve, or be subject to new regulatory changes which may result in changes to, replacements, updates, or the discontinuation temporarily or permanently of the Services at any time, in the sole discretion of UMOJA;

Neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. is an agent or advisor to you or any other users of the Services;

The Interface is a decentralized application meaning you and other users maintain self-custody of your digital assets at all times (subject to any Collateral Lending Arrangements). As such, you are solely responsible for your use of the Services, and to the fullest extent not prohibited by applicable laws, none of UMOJA, Umoja Foundation or Amani Foundation Ltd. owes any fiduciary duties or liabilities to you or any other party, and to the extent that any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate any and all of those duties and liabilities as they may apply to UMOJA, Umoja Foundation or Amani Foundation Ltd. or the Services;

To the extent provided by applicable laws, you are solely responsible for reporting and paying any taxes applicable to your use of the Services;

As part of the Services provided under its service agreement with the Interface, UMOJA may publish promotions and contests or other promotional activities for and on behalf of the Services (“Marketing and Promotions”). Marketing and Promotions may be governed by separate terms and conditions and rules. You are responsible for reading all of the terms and conditions and rules to determine whether you are eligible to participate. Marketing and Promotions are optional and you should not enter if you do not agree with any of the relevant terms.

9.2 User Covenants and Agreements

If you access or use any part of the Services, you expressly covenant and agree to the following conditions with UMOJA and Umoja Foundation:

Digital Asset Ownership and Authorization:

You will only interact with the Services using legally obtained digital assets that belong to you.

You use of the Services will not cause UMOJA, Umoja Foundation nor Amani Foundation Ltd. to breach any anti-money laundering or counter-terrorism financing laws including, without limitation, (a) the Proceeds of Crime Act (Revised) or the Anti-Money Laundering Regulations (Revised) of the Cayman Islands, or (b) the Proceeds of Criminal Conduct Act, 1997, the Anti-Money Laundering Regulations, or the Anti-Money Laundering and Terrorist Financing Code of Practice of the British Virgin Islands, and nor will it cause them to fail to comply their obligations in relation to any economic sanctions imposed by the United Kingdom (extended to each of the Cayman Islands and the British Virgin Islands as British Overseas Territories).

Compliance with Laws:

You will obey all applicable laws relevant to your use of the Services.

You will not use Services, if the applicable laws of your country or any other applicable law prohibit you from doing so.

Accuracy of Information and Security:

You will ensure that at all times, all information that you provide when using the Services is current, complete, and accurate.

You will maintain the security and confidentiality of your private keys and passwords.

10. Wallets

10.1 To use certain of the Services it may be necessary to connect a third-party digital wallet (“Wallet”) to the Interface. By using your Wallet in connection with the Services, you agree that you are using the Wallet under and in compliance with the terms and conditions of the applicable third-party provider of such Wallet. You acknowledge and agree that UMOJA is not party to any transactions concluded while or after accessing our Interface. Neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. accepts responsibility or liability to you in connection with your use of a Wallet or data provided by the Interface in consummating transactions using a Wallet. Neither UMOJA, Umoja Foundation nor Amani Foundation Ltd. further makes any representations or warranties regarding how the Services or Interface will interact with any specific Wallet.

10.2 You acknowledge and agree that you have not provided any private keys and/or seed phrases necessary to access the digital assets held in a Wallet and that these are not known by UMOJA, Umoja Foundation or Amani Foundation Ltd..

11. Services Information, Fees, No Professional Advice

11.1 Services and Gas Fees:

(i) While UMOJA does not presently charge any fees for the Services or the Interface, in connection with your use of the Services, except as subject to any applicable promotion, you are required to pay all the fees necessary to interact and complete transactions and the blockchain utilized by you to interact with the Services; and

(ii) The Services will attempt to provide accurate fee information, which will reflect the best estimate of fees, which may vary from the actual fees paid to use the Services, and any gas fees related to your blockchain transactions.

11.2 No Professional Advice or Fiduciary Duties

(i) All information provided in connection with your access and use of the Services is for informational purposes only, and should not be construed as professional, legal, or financial advice. UMOJA is not an investment or financial advisor. Any information available, however so presented or accessed, should not be used by you in any way to direct or inform your use of the Services.

(ii) Before you make any investment, financial, legal, or other decisions relating to your use of the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate for your use of the Services. These Terms of Use do not create or impose any fiduciary duties on UMOJA, Umoja Foundation or Amani Foundation Ltd.. You expressly agree that the limitation of the duties and obligations to you are set out in these Terms.

12. Proprietary Rights

12.1 You acknowledge that certain aspects of the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services; (b) use the Services for time-sharing or service bureau purposes; or (c) otherwise use the Services in a manner that violates the Open-Source Licenses.

12.2 Excluding third-party software that the Interface or the Services incorporates, as between you and UMOJA, and Services, including all technology, content and other materials used, displayed or provided on the Interface or in connection with the Services (including all intellectual property rights subsisting therein, whether or not subject to the Open-Source Licenses), and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Interface and the Services that are proprietary to UMOJA and not available pursuant to the Open-Source License.

12.3 Any of UMOJA’s product or service names, logos, and other marks used on the Interface or as a part of the Services, including UMOJA's name and logo, are trademarks owned by UMOJA, our affiliates or our licensors. You may not copy, imitate, or use them without the prior written consent of UMOJA or the applicable affiliates or licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Interface or the Services.

12.4 You acknowledge that the Interface or Services may use open-source components, and you agree to comply with any applicable open-source licenses.

12.5 Except as otherwise notified to you or set out in these Terms, the Services are non-custodial and when you deposit digital assets into any UMOJA-developed smart contract, subject to any Collateral Lending Arrangements, you retain control over those digital assets at all times. The private key associated with the wallet address from which you transfer digital assets or the private key associated with you wallet is the only private key that can control the digital assets you transfer into the UMOJA-developed smart contracts. In some cases, you may withdraw digital assets from any UMOJA-developed smart contract only to the Ethereum address from which you deposited the digital asset.

13. Links

The Services may provide links to other sites or resources, for which UMOJA is not responsible.

14. Risks

Using the Services involves risks associated with cryptographic systems, blockchain-based networks, and digital assets. You are responsible for securing your private keys and understanding the inherent risks. The risks that may occur when using the Services include but are not limited to:

Black Swan Event: means the risk of an unforeseen event occurring that could have catastrophic impacts on the value of your digital assets. This includes global financial crises, significant regulatory changes, or major technological failures.

Flash Crash Risk: means the rapid and steep decline in the price of digital assets within a very short period, often due to market panic, massive sell-offs, or algorithmic trading glitches, leading to temporary but significant loss of value for digital assets.

Smart Contract Risk: The smart contracts deployed by UMOJA are fully audited, however, inherent risks associated with the use of blockchain technology and smart contracts exist and this includes, but is not limited to, the risk of coding errors, hacking, or other security breaches that could result in the loss or theft of a Use´s digital assets.

Counterparty Risk: The risk that UMOJA or other associated third party may be unable to fulfill its obligations under these Terms due to financial insolvency, operational failures, or other reasons. The User acknowledges that such risks could lead to the loss of your collateral or other digital assets.

Failure to Repay: The risk that the Collateral Borrower fails to repay any amounts loaned to it or borrowed by it as set out herein or is unable to fulfill its obligations under these Terms due to financial insolvency, operational failures, or other reasons. You acknowledge that such risks could lead to the loss of your Collateral or other digital assets.

Liquidity Risk: means the difficulty or impossibility for you to deposit or withdraw any of its digital assets on UMOJA at any time, without significantly affecting the price of your digital assets, due to insufficient market depth or available trading volume on the Protocol.

Market Volatility Risk: means the potential for the price of your digital assets to fluctuate significantly and unpredictably, affecting the ability to predict market movements and potentially leading to losses.

Operational Risk: means the potential for losses to occur that resulting from internal processes, people, systems, or external events affecting the Platform´s operations

Legal and Regulatory Risk: means the changes in laws, regulations, or legal actions that may affect the Platform, its operations, or your digital assets.

15. Indemnification

You agree to defend, indemnify, and hold harmless UMOJA, Umoja Foundation and Amani Foundation Ltd. and their respective stockholders, members, directors, supervisors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties") from any claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or related to:

Your use of, or conduct in connection with the Services.

Digital assets associated with your Wallet.

Any feedback or user content you provide to the UMOJA concerning the Interface or the Services.

Your breach of these Terms.

Your infringement or misappropriation of any other person's or entity's rights.

If you are obligated to indemnify any Indemnified Party, UMOJA has the right, in their sole discretion, to control any action or proceeding and to determine whether to settle it, and if so, on what terms.

No such Indemnified Party shall be indemnified in respect of any matter arising out of his own actual fraud or dishonesty.

16. Disclosures; Disclaimers

The UMOJA Software is not intended to be used and must not be used to facilitate the:

(a) exchange between virtual assets and fiat currencies;

(b) exchange between one or more other forms of convertible virtual assets; or

(c) transfer of virtual assets.

At no time will either UMOJA, Umoja Foundation or Amani Foundation Ltd. safekeep or administer your digital assets or the instruments that enable you to exercise control over the digital assets on your behalf.

You are responsible for complying with all laws governing your use of the Services.

UMOJA and the Services are not registered or licensed by any regulatory agency or authority. No agency or authority has reviewed or approved the use of UMOJA-developed software or the Services.

The Services are provided "AS IS" and "AS AVAILABLE," without any warranties, express or implied. We disclaim all warranties to the extent permitted by law, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge the risk of data loss or corruption and agree that we will not be liable for any such loss or damage caused by various factors outside our control.

17. Exclusion Of Consequential And Related Damages

In no event will UMOJA, Umoja Foundation or Amani Foundation Ltd. or their suppliers, contractors, or any of their respective affiliates be liable for any indirect, special, punitive, consequential, or similar damages arising out of or in connection with the Services, any transactions, or the performance or non-performance of the Services.

18. Limitation Of Liability

The aggregate liability of the UMOJA, Umoja Foundation and Amani Foundation Ltd., along with their affiliates, arising out of the Services will not exceed the amount of fees paid by you (if any) to UMOJA under these Terms in the two months preceding the event giving rise to the claim.

19. Dispute Resolution And Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT AGAINST UMOJA, UMOJA FOUNDATION AND/OR AMANI FOUNDATION LTD. IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY. EXCEPT AS EXPRESSLY PROVIDED BELOW, THIS SECTION REQUIRES YOU TO SUBMIT ANY DISPUTE, CLAIM, ACTION, LITIGATION, PROCEEDING, SUIT, DEMAND, DISAGREEMENT OR SIMILAR MATTER (EACH A “DISPUTE”) ARISING OUT OF THESE TERMS OR THE SERVICES, INCLUDING ANY DISPUTE THAT AROSE BEFORE THE EFFECTIVE DATES OF THESE TERMS, TO BINDING INDIVIDUAL ARBITRATION. THIS SECTION EXTENDS TO DISPUTES THAT AROSE OR INVOLVE FACTS OCCURING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AS WELL AS DISPUTES THAT MAY ARISE AFTER THE TERMINATION OF THE TERMS.

For the purposes of this section, UNOJA, UMOJA, Umoja Foundation and Amani Foundation Ltd. are referred to as the “UMOJA Parties”.

You and the UMOJA Parties agree that any Dispute arising out of or related to these Terms or the Services is personal to User and the UMOJA Parties and that any Dispute will be resolved solely through individual arbitration, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

Nothing in this Section precludes you or the UMOJA Parties (collectively or individually) from bringing an individual action for damages in a small claims court if such claims qualify and remain in small claims court, or from seeking injunctive or other equitable relief in court for infringement or other alleged misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Except as specified above, User and the UMOJA Parties waive their rights to a judge or jury trial or to have any Dispute arising out of or related to these Terms or the Services resolved in court. Instead, for any Dispute that you may have against the UMOJA Parties (collectively or severally) or relating in any way to the Services, User agrees to first contact the UMOJA Parties and attempt to resolve the Dispute informally by sending a written notice of your claim (“Notice”) to the UMOJA Parties by email at [e-mail]. The Notice must (a) include User´s name, residential address, email address, and telephone number; (b) describe the nature and basis of the Dispute in reasonable detail; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If User and the UMOJA Parties cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be in English and held in San Francisco, California, under the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. The resulting arbitral award shall be final and binding and judgment upon such award may be entered in any court having jurisdiction thereof.

The arbitrator, the UMOJA Parties, and User will maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and the UMOJA Parties agree that for any arbitration that you initiate, that User will pay the filing fee and all other JAMS fees and costs. For any arbitration initiated by the UMOJA Parties, UMOJA will pay all JAMS fees and costs. USER and the UMOJA Parties agree that the state or federal courts of the State of California and the United States sitting in San Francisco, California have exclusive jurisdiction over the enforcement of an arbitration award.

Any Dispute arising out of or related to these Terms or the Services must be filed within one (1) year after such Dispute arose; otherwise, the Dispute is permanently barred, which means that you and the UMOJA Parties will not have the right to assert the Dispute.

20. Governing Law

These Terms are governed by the law of the British Virgin Islands.

For any proceedings not subject to arbitration pursuant to these Terms, UMOJA, the Umoja Foundation, Amani Foundation Ltd. and you submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and the courts of appeal from them to determine any dispute arising out of or in connection with these Terms. UMOJA, the Umoja Foundation, Amani Foundation Ltd. and you agree not to object to the exercise of jurisdiction of those courts on any basis.

21. Restricted Countries & Territories

The use of the Services is prohibited for residents of certain countries and territories, including the United States, Syrian Arab Republic, North Korea, Iran, Russia, Puerto Rico, Myanmar, Ivory Coast, Cuba, Congo, Iraq, Libya, Mali, Nicaragua, Somalia, Sudan, Yemen, Zimbabwe, Belize (each a "Restricted Country").

22. Entire agreement

These Terms constitute the entire agreement between UMOJA, Umoja Foundation, Amani Foundation Ltd. and you and supersedes and extinguishes all previous drafts, terms, arrangements and understandings between them relating to its subject matter.