1. Introduction

These Terms of Service ("Terms") govern your access to and use of Splice's services, including our website, API, and any other software or services offered by Splice in connection to any of the foregoing ("Services"). Please read these Terms carefully, and contact us if you have any questions. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

2. Definitions

• "Splice" ("we," "our," or "us") refers to Splice, Inc, operating the Splice platform.
• "User," "you," and "your" refer to the individual, entity, or organization that uses our Services.
• "Financial Institution" refers to any bank, money remittance provider, mobile money provider, or other financial entity that integrates with our API.

3. Services Description

Splice provides an API that facilitates cross-border remittances and trades between financial institutions across African countries. Our Services include:

• API integration for financial institutions
• Facilitation of cross-border transactions
• Real-time messaging between institutions
• Currency exchange rate information
• Settlement services in local currencies

4. Account Registration and Onboarding Process

4.1. To use our Services, you must complete our comprehensive onboarding process, which includes account registration and our Know Your Business (KYB) procedures.

4.2. During the onboarding process, we will collect compliance information specific to your institution. This may include, but is not limited to:

• Business registration documents
• Regulatory licenses and certifications
• AML/KYC policies and procedures
• Information about your key personnel and beneficial owners

4.3. Based on the information collected, we will create a tailored integration guide for your institution. This guide will provide specific instructions for implementing our API and complying with our protocols.

4.4. You agree to provide accurate, current, and complete information during the onboarding process and to update such information to keep it accurate, current, and complete.

4.5. You are responsible for safeguarding your account credentials and for any activities or actions under your account.

5. API Usage and Integration

5.1. Upon successful completion of the onboarding process, we will provide you with API credentials.

5.2. You agree to follow the tailored integration guide and API documentation provided to you when implementing our Services.

5.3. You shall not share your API credentials with any third party or use the API in any manner not expressly authorized by these Terms or your specific integration guide.

5.4. We reserve the right to update our API from time to time. You agree to implement any required changes to continue using our Services.

6. Compliance with Laws and Regulations

6.1. You agree to comply with all applicable laws, regulations, and industry standards in your use of our Services, including but not limited to anti-money laundering (AML) and know your customer (KYC) regulations.

6.2. You are responsible for obtaining and maintaining any necessary licenses, permits, or registrations required to use our Services in your jurisdiction.

6.3. You agree to promptly notify us of any changes in your regulatory status or any investigations or actions taken against you by regulatory authorities.

7. Fees and Payment

7.1. Fees for our Services are individually negotiated and agreed upon in writing between you and Splice. These fees will be outlined in a separate fee schedule provided to you.

7.2. All fees are exclusive of taxes, and you are responsible for any applicable taxes.

7.3. We reserve the right to review and renegotiate fees periodically, taking into account factors such as transaction volume, types of services used, and market conditions.

7.4. Billing and payment terms, including payment methods and frequencies, will be specified in your individual fee schedule.

8. Prohibited Uses

You may not use the Services to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit any material that is defamatory, offensive, or otherwise objectionable
• Attempt to reverse engineer or extract the source code of our software
• Interfere with or disrupt the integrity or performance of the Services
• Facilitate transactions for individuals or entities subject to international sanctions

9. Intellectual Property Rights

9.1. The Services and its entire contents, features, and functionality are owned by Splice and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

9.2. You are granted a limited, non-exclusive, non-transferable, and revocable license to use our Services for their intended purpose in accordance with these Terms and your specific integration guide.

10. Data Protection and Privacy

10.1. Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

10.2. You agree to handle all end-user data in compliance with applicable data protection laws and your privacy policy.

10.3. You acknowledge that Splice does not store personal identifiable information (PII) of individual end-users beyond what is necessary for user authentication (email and phone number).

11. Security

11.1. You agree to implement and maintain appropriate technical and organizational measures to protect against unauthorized or unlawful processing of data and against accidental loss, destruction, or damage.

11.2. You must promptly notify us of any security breaches that may affect the Services or the data processed through our API.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Splice shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

(a) your use or inability to use our Services; (b) any unauthorized access to or use of our servers and/or any personal information stored therein; (c) any interruption or cessation of transmission to or from our Services; (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party.

13. Indemnification

You agree to indemnify and hold harmless Splice and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of or related to your use of our Services or violation of these Terms.

14. Termination

14.1. We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

14.2. Upon termination, your right to use the Services will immediately cease.

14.3. In the event of termination, you agree to assist with any necessary transition of services to ensure minimal disruption to end-users.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website or through other reasonable means.

16. Governing Law and Jurisdiction

16.1. These Terms shall be governed by and construed in accordance with the laws of the country in which the Financial Institution is legally registered or incorporated ("Applicable Jurisdiction"), without regard to its conflict of law provisions.

16.2. Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.

16.3. Notwithstanding the above, Splice reserves the right to bring proceedings in any jurisdiction where you are located or where you are infringing Splice's rights, in order to enforce these Terms or protect Splice's intellectual property rights.

16.4. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

16.5. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16.6. If any part of this governing law and jurisdiction clause is found to be unenforceable, the remainder shall continue to be enforceable.

17. Contact Us

If you have any questions about these Terms, please contact us at support@splice.africa.