• "Investor" means a User who provides capital through the Platform for the purpose of partnering with Entrepreneurs.
• "Entrepreneur" means a User who seeks capital through the Platform for a business opportunity.
• "Venture Group" means a collective of Investors pooling funds together to invest in a common opportunity.
• "Direct Capital Matching" means the process of pairing an Investor with an Entrepreneur for a specific partnership.
• "Partnership Agreement" means the terms agreed upon between Investor and Entrepreneur for a specific capital partnership.
• "Platform Fees" means the fees charged by us for facilitating transactions, as described in Section 5.
• "User Content" means any information, documents, or materials uploaded by Users to the Platform.

2.1 Age Requirement: You must be at least 18 years old to use the Platform. By using the Platform, you represent that you meet this age requirement.

2.2 Legal Capacity: You must have the legal capacity to enter into binding contracts under applicable law.

2.3 Prohibited Users: You may not use the Platform if you are located in a jurisdiction where accessing or using the Platform is prohibited by law, or if you are on any sanctions or restricted party list (including those maintained by the UN, EU, UK, or US Office of Foreign Assets Control).

2.4 Verification: We reserve the right to verify your identity, financial status, and business legitimacy before allowing you to participate in certain transactions. Failure to provide requested verification may result in account suspension or termination.

3.1 Accurate Information: You agree to provide accurate, current, and complete information during registration and to update it promptly if changes occur.

3.2 Account Credentials: You are solely responsible for safeguarding your password and account credentials. We are not liable for any unauthorized access resulting from your failure to maintain confidentiality.

3.3 Prohibited Account Activities: You may not (a) create more than one account without our written permission; (b) create an account on behalf of another person without legal authority; (c) share your account credentials with any third party; or (d) sell, transfer, or license your account to another party.

3.4 Notification of Unauthorized Use: You must notify us immediately at security@hellogwiji.com if you suspect unauthorized access to your account. Any transactions made prior to such notification remain your responsibility.

3.5 Account Suspension: We reserve the right to suspend or terminate any account that violates these Terms or poses a security risk to the Platform or other Users.

4.1 Platform as a Venue: Hello Gwiji is a technology platform that facilitates connections between Investors and Entrepreneurs. We are not a party to any Partnership Agreement between Users. We do not endorse, guarantee, or assume responsibility for the performance, profitability, or legitimacy of any business opportunity or User.

4.2 Direct Capital Matching: We provide tools to match Investors with Entrepreneurs seeking capital. We do not provide investment advice, financial planning, or legal counsel. All investment decisions are made solely by you.

4.3 Venture Groups: We facilitate the creation and management of Venture Groups. Group organizers assume responsibility for group governance, including member admission, contribution collection, and distribution of returns. We are not liable for disputes arising within Venture Groups.

4.4 Wallet Services: The Platform maintains an electronic wallet for each User to hold funds. Wallet balances are not bank deposits and are not insured by any deposit insurance scheme (including the Kenya Deposit Insurance Corporation). Funds may be held in pooled accounts with third-party financial institutions.

4.5 Transaction Processing: We partner with licensed payment processors and banks to facilitate fund transfers. We are not responsible for delays or errors caused by third-party financial institutions.

5.1 Direct Capital Matching Fee: For each successfully completed direct partnership, we charge a fee of 2-3% of the partnered amount. This fee is deducted automatically upon the successful return of capital to the Investor.

5.2 Venture Group Success Fee: For each Venture Group that successfully reaches its target raise, we charge a fee of 3-5% of the total amount raised. This fee is deducted from the funds before disbursement to the Entrepreneur or founder.

5.3 Transaction Fees: We may charge nominal fees for wallet-to-wallet transfers, withdrawals to bank accounts or mobile money, and other transactional activities. These fees are disclosed at the time of transaction.

5.4 Premium Features: Certain advanced features (e.g., enhanced analytics, legal document templates, syndication tools) may require a subscription fee. Subscription fees are billed in advance and are non-refundable.

5.5 Tax Responsibility: You are solely responsible for determining and paying any taxes (including income tax, capital gains tax, or VAT) arising from your use of the Platform. We may be required by law to report transaction information to tax authorities.

5.6 Fee Changes: We reserve the right to modify our fee structure upon 30 days' prior notice. Continued use of the Platform after the effective date constitutes acceptance of the revised fees.

ACKNOWLEDGMENT OF RISKS: BY USING THE PLATFORM, YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:

• Loss of Capital: Investments through the Platform involve significant risk, including the potential loss of your entire capital. Past performance is not indicative of future results.
• Default Risk: Entrepreneurs may fail to generate expected profits or may default on their obligations entirely. We do not guarantee repayment or profitability.
• Fraud Risk: Despite our verification efforts, we cannot guarantee that every User is who they claim to be. You are responsible for conducting your own due diligence.
• Illiquidity Risk: Funds committed to a partnership or Venture Group may be locked until the agreed exit date. Early withdrawal may not be possible or may incur penalties.
• Regulatory Risk: Laws governing crowdfunding, peer-to-peer investing, and securities may change, potentially affecting your ability to invest or withdraw funds.
• Technology Risk: System failures, cyberattacks, or technical errors may disrupt Platform access, delay transactions, or result in data loss.
• Market Risk: Economic downturns, inflation, currency fluctuations, or changes in consumer demand may adversely affect Entrepreneurs' businesses.

You represent that you have sufficient financial resources to bear the complete loss of any funds invested through the Platform.

7.1 Investor Obligations:

• You shall only invest funds that you can afford to lose completely.
• You shall conduct your own due diligence on Entrepreneurs and business opportunities.
• You shall not engage in money laundering, terrorist financing, or any illegal activity.
• You shall accurately report your investment income to tax authorities.

7.2 Entrepreneur Obligations:

• You shall provide accurate, complete, and truthful information about your business, financial condition, and use of funds.
• You shall use funds exclusively for the purpose stated in your partnership request or Venture Group offering.
• You shall provide regular updates to Investors as agreed in the Partnership Agreement.
• You shall not use Platform funds for illegal activities, personal expenses, or speculative trading.
• You shall make timely payments of returns and principal as agreed.

7.3 Both Parties: You agree to communicate in good faith, resolve disputes amicably, and indemnify the Platform as set forth in Section 14.

8.1 Binding Agreement: When an Investor and Entrepreneur agree to terms through the Platform, a legally binding Partnership Agreement is formed between them. Hello Gwiji is not a party to that agreement.

8.2 Standard Terms: The Platform may provide template agreement terms, but you are encouraged to seek independent legal advice before entering into any partnership.

8.3 Enforcement: We do not enforce Partnership Agreements between Users. Disputes must be resolved directly between the parties or through legal proceedings.

8.4 Default Procedures: In the event of Entrepreneur default, the Investor may pursue legal remedies. We may, at our sole discretion, provide dispute resolution assistance, but we are not obligated to do so.

8.5 No Guarantee of Returns: We do not guarantee that any Entrepreneur will generate profits or make timely payments.

9.1 Group Organizer Liability: The individual who creates a Venture Group (the "Organizer") assumes full responsibility for group management, including member selection, contribution collection, investment decisions, and distribution of returns. Hello Gwiji is not liable for any misconduct, negligence, or fraud by Organizers.

9.2 Public vs. Private Groups: Public groups are accessible to all eligible Users. Private groups require invitation and may have additional eligibility criteria set by the Organizer.

9.3 Group Governance: Organizers must establish clear governance rules, including voting procedures, fee structures, and exit terms. These rules must be disclosed to all group members before contributions are accepted.

9.4 Member Liability: By joining a Venture Group, you agree to abide by the group's governance rules and accept that group decisions are binding. You may not hold Hello Gwiji liable for losses resulting from group decisions.

9.5 Dissolution: We reserve the right to dissolve any Venture Group that engages in illegal activities, violates these Terms, or poses a risk to the Platform or other Users.

You agree NOT to:

• Use the Platform for any illegal purpose or in violation of any applicable law or regulation.
• Engage in money laundering, terrorist financing, fraud, or any form of financial crime.
• Post false, misleading, or fraudulent information about yourself or any business opportunity.
• Manipulate or artificially inflate investment demand or returns.
• Use the Platform to offer securities without proper regulatory registration or exemption.
• Access or attempt to access another User's account without authorization.
• Interfere with or disrupt the Platform's operation, servers, or networks.
• Reverse engineer, decompile, or disassemble any part of the Platform.
• Use automated scripts, bots, or scraping tools to collect data from the Platform.
• Harass, threaten, or defraud any other User.
• Offer or accept bribes, kickbacks, or other improper incentives.

Violation of this Section may result in immediate account termination, forfeiture of Platform funds, and referral to law enforcement authorities.

11.1 Our Intellectual Property: The Platform, including its software, design, logos, trademarks, content, and underlying technology, is owned by Hello Gwiji or our licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without our express written permission.

11.2 User Content License: By submitting User Content to the Platform, you grant us a worldwide, non-exclusive, royalty-free license to host, store, display, and use that content solely for the purpose of operating the Platform. You retain ownership of your User Content.

11.3 Feedback: Any suggestions, ideas, or feedback you provide about the Platform may be used by us without restriction or compensation to you.

12.1 Voluntary Termination: You may close your account at any time by contacting support. Funds remaining in your wallet will be returned to you within 30 days, subject to deduction of any outstanding fees or pending obligations.

12.2 Termination for Cause: We may immediately suspend or terminate your account if you violate these Terms, engage in fraud or illegal activity, or pose a risk to the Platform or other Users.

12.3 Effect of Termination: Upon termination, your right to use the Platform ceases immediately. You remain liable for any obligations incurred before termination, including any active Partnership Agreements.

12.4 Survival: Sections relating to risk disclosure, indemnification, limitation of liability, dispute resolution, and intellectual property survive any termination.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL HELLO GWIJI, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM.
• OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100 USD), WHICHEVER IS LESS.
• WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM (A) THIRD-PARTY FRAUD OR SCAMS; (B) DEFAULT OR MISCONDUCT OF ANY USER; (C) DELAYS OR ERRORS BY THIRD-PARTY PAYMENT PROCESSORS; (D) CYBERATTACKS, SYSTEM FAILURES, OR FORCE MAJEURE EVENTS; OR (E) YOUR FAILURE TO PROTECT YOUR ACCOUNT CREDENTIALS.

YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS ASSOCIATED WITH YOUR INVESTMENT DECISIONS.

You agree to indemnify, defend, and hold harmless Hello Gwiji, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your violation of these Terms or any applicable law;
• Your use of the Platform, including any investment activities;
• Any dispute between you and another User (including Partnership Agreement disputes);
• Your User Content;
• Your violation of any third-party rights, including intellectual property or privacy rights;
• Any fraudulent or deceptive conduct by you.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles.

16.2 Mandatory Arbitration: Any dispute arising out of or relating to these Terms or your use of the Platform shall be resolved through binding arbitration administered by the Nairobi Centre for International Arbitration (NCIA) in accordance with its rules. The arbitration shall take place in Nairobi, Kenya, and shall be conducted in English. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.

16.3 Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. You waive your right to participate in any class action lawsuit or class-wide arbitration.

16.4 Injunctive Relief: Notwithstanding the arbitration provision, we may seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights or prevent irreparable harm.

• Entire Agreement: These Terms constitute the entire agreement between you and Hello Gwiji regarding your use of the Platform.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: We shall not be liable for any delay or failure resulting from circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, labor disputes, pandemics, government actions, or internet failures.
• Third-Party Beneficiaries: These Terms do not confer any rights or remedies on any third party.

By using the Platform, you consent to receive electronic communications from us, including emails, push notifications, and in-app messages. These communications may include transaction confirmations, account updates, marketing materials, and legal notices. You may opt out of marketing communications at any time, but you cannot opt out of essential service communications.

We reserve the right to modify these Terms at any time. Material changes will be notified to you via email or through the Platform at least 30 days before the effective date. Your continued use of the Platform after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease using the Platform and close your account.