TERMS AND CONDITIONS

These Terms and Conditions ("Terms") are entered into between Orange Global Services Inc, a company incorporated in the state of Delaware, USA ("Orange"), and the Customer ("Customer").

Definitions
1. “Account Inactivity” means that no movement of funds has occurred on the account for a period of twelve (12) months;
2. "API" means Application Programming Interface, referring to the Orange product offering and Service in these Terms;
3. "BTC" means Bitcoin;
4. “Business Day” means any day other than a Saturday, Sunday or official public holiday in the United States of America and South Africa, on which banks are generally open for business.
5. "Customer" means the business that uses Orange's Services;
6. "End User" means the end customer who makes use of the Customer's services.
7. “Intellectual Property” means any creation of the mind that is recognised and/or capable of being protected by law or foreign intellectual property by law from the use of any other person or entity, whether in terms of United States of America Federal or State law or foreign intellectual property law, including but not limited to source code, patents, trademarks, API, methodologies, designs, software, trade names, copyrightable works, whether registrable, registered or the subject matter of an applicable for registration or not;
8. "Lightning Network" refers to a protocol that operates as a layer 2 network on the Bitcoin network, enabling fast and cheap transactions using BTC as the unit of account.
9. "Local Fiat Currency" means the currency issued by the central bank of, or currency in use in, the origin jurisdiction. In the context of Orange, it is the origin currency used by the end user that is sending funds;
10. "Foreign Fiat Currency" means the currency issued by the central bank of, or currency in use in, the destination jurisdiction. In the context of Orange, it is the currency received by the recipient end user in their bank account;
11. "On-Ramping" refers to the service that converts local fiat currency into Satoshis in the origin jurisdiction;
12. "Off-Ramping" means the service that converts Satoshis into foreign fiat currency in the destination jurisdiction;
13. "Satoshi" means a fraction of a Bitcoin, with one Satoshi equalling 0.00000001 BTC.
14. “Service” means the Orange API intended for use by the Customer to facilitate the movement of funds for their End Users via the Lightning Network, purchase Satoshis using fiat currency on behalf of their users and/or sell Satoshis for fiat currency and transfer the proceeds to their bank account, on behalf of their users and Services more fully described in paragraph 4 of these Terms;
15. “Terms” means these Terms and Conditions which constitute as a legal binding agreement and defines the Services provided by Orange to the Customer, including the scope of such Services, limitations on their use, geographical areas covered and duration of the Terms.
16. “Transaction Fee” means the fee charged by Orange to the Customer for each transaction processed through the Service, calculated in accordance with Addendum A of these Terms, and payable in Satoshis (BTC) via the Lightning Network at the time of each transaction, unless otherwise specified in writing by Orange.
17. “Payment instruction” means the instruction that is given by the customer (or their end user) through any of Orange’s products to make a payment to a destination bank or mobile money account.
Acceptance of Terms
1. The following Terms are applicable to any Customer and End User that utilise the Service.
2. These Terms constitute a legally binding agreement between Orange and the Customer.
3. By utilising the Service, the Customer agrees that it has read, understood and accepted all the Terms and agrees to be bound and act in accordance with them.
Amendment to the Terms
1. Orange may amend these Terms from time to time by providing the Customer with written notice.
2. The continued use of the Service after any amendment to the Terms constitutes the Customer’s acceptance of such Terms as modified by such amendment. If the Customer does not accept the Terms or any amendment thereof, the Customer must immediately stop using the Service and terminate its agreement with the Terms as described below.
Scope of Service and Products to be Provided:
1. By accepting these Terms, Customers are granted a limited, non-exclusive, royalty-free, fully-paid, revocable license to use the Service as permitted and restricted (if applicable) under these Terms.
2. The Orange API is available for integration by licensed and authorised Customers into their applications to create customised user experiences for On and Off- Ramping fiat currencies via the Lightning Network through the following functionalities:
  1. Receive fiat currency to the local bank of the Customer on behalf of their End User;
  2. Convert fiat currencies to Satoshis;
  3. Convert Satoshis to fiat currencies;
  4. Send Satoshis;
  5. Receive Satoshis;
  6. Payout fiat currency to bank accounts of the Customer or End User;
  7. Collect documentation relating to the transaction, as required by relevant regulatory bodies.

(Collectively, the “Service”)

The Service is intended for use by Customers and their End Users to:
1. Facilitate the movement of funds for their End Users via the Lightning Network.
2. Purchase Satoshis using fiat currency on behalf of their users.
3. Sell Satoshis for fiat currency and transfer the proceeds to their bank account, on behalf of their users.
Fiat off-ramping services are available in the countries of South Africa, Kenya, Nigeria and any additional countries which may be added to the Orange service over time, while Lightning Network services can be accessed globally.
To operate the Lightning Network, Orange uses the services of IBEX. By accepting these Terms, Customers understand they are subject to the terms and conditions of IBEX and that functionality and availability of the Lightning Network is subject to IBEX and its continued operation.
Limitations on Services
1. The Service is subject to the following limitations:
  1. the license or authorisations held by the Customer, which dictates the permitted use of the Service;
  2. the ability for the Customer to comply with the applicable laws under the jurisdiction in which the Customer is incorporated;
  3. restrictions imposed by third-party service providers, including payment processors, banks and other financial institutions that work in conjunction with Orange to provide the Service;
  4. the Customer’s approval under and compliance with all KYC/KYB onboarding with Orange and its appointed AML/CTF compliance service provider (as described in 9 below).
  5. legal and regulatory guidelines and restrictions on cross-border transactions;
  6. AML/CFT rules and regulations that regulate both Orange, its service providers and the transactions.
Customer Warranties
1. The Customer represents and warrants:
  1. it has the power and authority to execute, deliver and perform any of the obligations in these Terms;
  2. the Customer holds the correct and active regulatory licensing to utilise the Service;
  3. these Terms constitute a legal, valid and binding obligation on the Customer;
  4. it is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated;
  5. it will comply with the applicable laws under the jurisdiction in which it is incorporated;
  6. the funds/Satoshis are derived or sourced from legitimate activities only and are not related to any kind of illegal activity including but not limited to money laundering, terrorist financing, fraud or transmission that violates local or international laws;
  7. the Service will be used for the lawful transmission of funds and/or Satoshis and it is the Customer’s responsibility to regulate the sending and receipt of funds and/or Satoshis by their End Users in accordance with the applicable local law;
  8. it understands the volatility and unregulated nature of cryptocurrencies and expressly accept all inherent dangers and risks associated therewith;
  9. it is not considered a United Nations “Specially Designated National” and/or on the United Nation’s “Blocked Persons List” and/or are not confirmed by any government or other national authority to be a person or entity who has any restrictions on their capacity to trade freely and/or internationally, for whatever reason;
  10. it has lawfully and truthfully submitted all information to Orange for the purpose of using the Service;
  11. it will not send any unsolicited electronic messages or use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Service including but not limited to uploading or making available files containing corrupt data or viruses via whatever means or deface, alter or interfere with the front end ‘look and feel’ of the Service or the underlying software code;
  12. it is solely responsible for withholding, collecting, reporting and remitting the correct amounts of tax to the appropriate tax authorities emanating from any transactions or actions performed through the Service;
  13. it understands that when using the services of any third party connected to the Services that they may have their own terms and conditions of service for their services provided, and that the Customer may be simultaneously bound by them;
  14. it will not infringe the intellectual property or other rights of any third party or Orange or transmit content that the user does not own or does not have the right to publish or distribute;
  15. it will not use the Service to breach any applicable law or regulation or perform or encourage any illegal activity including (without limitation) promoting or facilitating money laundering or financial crimes; and/or
  16. it will not facilitate or assist any third party to do any of the above.
Service Suspension or Termination
1. Orange reserves the right to, at any time and immediately, restrict, suspend or terminate the Customer’s ability to access the Service in the event that Orange:
  1. suspects that the Service has been or is being used in relation to unlawful, fraudulent or prohibited activity or the Customer is in breach of the Terms;
  2. reasonably believes that the Customer or the End User or the associated transactions may be subject to any legal, regulatory or governmental process or transgression;
  3. identifies a regulatory or legal change in any legislation or regulation which will amend, alter or restrict the provision of the Service;
  4. in its sole discretion, consider it reasonably necessary to do so;
  5. believes that the Customer or End User does not comply with the Acceptable Use Policy;
  6. believes that the Customer or End User is utilising the Service for transmitting funds that assist, partake in or were obtained as a result of illegal activity in violation of local and international AML/CTF rules and regulations, including but not limited to money laundering, terrorist financing, fraudulent activities, unauthorised transactions, transactions that violate local or international laws.
Acceptable Use Policy
1. The Service is intended to be used for the lawful transmission of Satoshis or fiat currency on behalf of the Customer and/or End Users for legitimate business or private transfer or value purposes only.
Privacy Requirements
1. To utilise the Service, Customers must submit the required “Know your Business” / ”Know Your Customer” (“KYB”) documentation and information (“Customer Data”) through verified third party platforms that assist Orange in verifying the Customer’s details.
2. KYB may include, but is not limited to:
  1. Business registration and/or constitutional documents;
  2. Shareholding structure;
  3. Proof of business address;
  4. Beneficial ownership information;
  5. Regulatory licensing and authorisation confirmation;
  6. Business tax number.
3. For Customers that require On or Off Ramping services for their End Users, the Customer must obtain and verify the required KYC documentation and information (“KYC”) for their End Users, which includes, but is not limited to, proof of identity, proof of address and source of funds. These documents must be shared with Orange to facilitate fiat currency On and Off Ramping.
4. Additional KYB/KYC may be requested from the Customer and/or End User during the course of the business relationship to continue to utilise the Service.
5. The Customer warrants that all KYB/KYC documentation is true, accurate and correct and not misleading or falsified in any respect.
6. The Customer and End User authorises Orange to share the KYC/KYB to verified third parties who require such KYC/KYB to assist with the facilitation of the Service.
7. Orange reserves the right to disclose the KYC/KYB when it is required to do so by law to regulatory, law enforcement or other government authorities.
8. The Customer hereby unconditionally and irrevocably indemnifies and holds harmless Orange from and against any and all losses, damages, claims, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) of whatsoever nature, whether direct or indirect, arising out of or in connection with the disclosure or reporting by Orange of any KYB/KYC documents or related information to any regulatory, governmental, or law enforcement authority, where such disclosure or reporting is required by applicable law, regulation, or pursuant to a lawful request or order. This indemnity shall apply irrespective of whether such claims or penalties are brought by the Customer, its affiliates, or any third party, and shall survive the termination of these Terms.
9. Orange will take all reasonable steps to prevent unauthorised access to or disclosure of the Customer Data, however Orange cannot provide an absolute guarantee.
10. Orange shall retain Customer Data for a period of 5 (five) years from termination of the business relationship.
Term, Termination, and Breach

Intellectual Property Rights
Payment Terms