Terms and Conditions

By accessing the Website and App and by using DinarPAY, you accept to be bound by these Terms in full and to comply with all applicable laws. Should you disagree with these Terms or any part thereof, you may not (i) access the Website and App, and (ii) use DinarPAY. As such your continued use of the Website, App, DinarPAY and/or Services (as further defined below under Section 4) shall be deemed as your acceptance of these Terms.

Company reserves the right, at its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to these Terms. Your continued use of the Services (as defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.

Company makes DinarPAY available (a) on the Website from which you can click on a link to download the App, or (b) for download directly from Google Play and the Apple App Store. Your use of DinarPAY shall be governed by our:

• DinarPAY Customer Terms and Conditions (if you are a customer/user), or
• DinarPAY Merchant Terms and Conditions and Merchant Payment Gateway Services Agreement (if you are a merchant),

hereinafter referred to collectively as the “Contracts” and individually as a “Contract”. You will be unable to install DinarPAY, unless you agree to be bound by the terms of the applicable Contract(s).

 Company shall make every effort to ensure that DinarPAY is continually available to you. The availability of DinarPAY is however also dependent on factors beyond Company’s control including, but not limited to, (i) any downtime of any applicable payment system operator or issuer, (ii) DinarPAY being in good working condition, (iii) the availability and performance of the relevant mobile or telephone network, and/or (iv) the performance and compatibility of your computer system and/or device with DinarPAY. Should DinarPAY not be available due to a factor beyond Company’s control, then Company shall not be held liable to you for the unavailability of DinarPAY, except in accordance with the terms and conditions of Section 13 of these Terms.

WITHOUT LIMITING THE FOREGOING, COPYING, REPRODUCTION OR REDISTRIBUTION OF DINARPAY TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

ANY WARRANTIES PROVIDED BY THE COMPANY IN REGARDS TO DINARPAY, IF AT ALL, SHALL ONLY BE ACCORDING TO THE TERMS OF THE APPLICABLE CONTRACT(S). EXCEPT AS PROVIDED IN THE CONTRACT(S) AND SECTION 11 OF THESE TERMS, COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO DINARPAY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF DINARPAY OR THE SERVICES (DEFINED BELOW).

By using DinarPAY, you shall have access to Company’s Dinar payment services, which allow you to:

(a) make payments and transfer money within Libya (if you are a customer/user), using a (i) physical debit card(s) – an unexpired and unblocked personalized card issued by a Bank in Libya, in your name and which bears your signature, and/or (ii) virtual debit card(s) – an electronic card as granted by a Libyan Bank and provided to you via the DinarPAY App;

and/or

(b) use DinarPAY as a payment gateway service to facilitate the payment for your products and/or services by your clients (if you are a merchant), (hereinafter referred to as the “Service(s)”).

By using DinarPAY, you shall have access to Company’s Dinar payment services, which allow you to:

(a) make payments and transfer money within Libya (if you are a customer/user), using a (i) physical debit card(s) – an unexpired and unblocked personalized card issued by a Bank in Libya, in your name and which bears your signature, and/or (ii) virtual debit card(s) – an electronic card as granted by a Libyan Bank and provided to you via the DinarPAY App;

and/or

(b) use DinarPAY as a payment gateway service to facilitate the payment for your products and/or services by your clients (if you are a merchant),

(hereinafter referred to as the “Service(s)”).

Your right to access and use the Services is personal to you and is not transferable by you to any third party individual or entity. You are entitled to access and use the Services for lawful purposes only. Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other information supplied in connection with such Services, shall be (i) as provided under Section 13 of these Terms, (ii) as stipulated in the terms and conditions of the applicable Contract(s), and (iii) for Company to perform an adjustment or repair of the applicable Service(s) that have failed or are non-performing.

You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of any third party or violate the privacy or other personal rights of third parties; or (iii)  that is defamatory, obscene, threatening, abusive or hateful.

When accessing the Website, you shall be prohibited from:

• using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
• using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
• taking any action that imposes an unreasonable or disproportionately large data load on the Website infrastructure;
• copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without Company’s prior written consent;
• reverse assembling, reverse engineering or otherwise attempting to discover any source code relating to the Website or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; and
• attempting to access any area of the Website to which access is not authorized.

When accessing the Website, you shall be prohibited from:

• using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
• using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
• taking any action that imposes an unreasonable or disproportionately large data load on the Website infrastructure;
• copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without Company’s prior written consent;
• reverse assembling, reverse engineering or otherwise attempting to discover any source code relating to the Website or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; and
• attempting to access any area of the Website to which access is not authorized.

You may access DinarPAY and the Services via our App. In order to be able to use the App, you shall (i) download and install the App on a mobile device which is compatible with the App, as well as (ii) have an Internet connection. You agree that you are solely responsible for meeting the aforementioned requirements, which may also (i) bear additional charges and fees, and/or (ii) require you to perform software updates and/or to comply with the terms and conditions of your agreement(s) with your mobile device and telecommunications provider.

IN ADDITION TO SECTION 11 OF THESE TERMS, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED IN RESPECT OF THE APP AS IT PERTAINS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO DINARPAY AND THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION TO THE TELECOMMUNICATION SERVICES PROVIDED TO YOU BY YOUR PROVIDER; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR TECHNICAL FAILURE BY THE APP TO TRANSMIT ANY DATA TO YOU THEREBY AFFECTING YOUR USE OF  DINARPAY AND THE SERVICES.

IN ADDITION TO SECTION 11 OF THESE TERMS, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED IN RESPECT OF THE APP AS IT PERTAINS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO DINARPAY AND THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION TO THE TELECOMMUNICATION SERVICES PROVIDED TO YOU BY YOUR PROVIDER; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR TECHNICAL FAILURE BY THE APP TO TRANSMIT ANY DATA TO YOU THEREBY AFFECTING YOUR USE OF  DINARPAY AND THE SERVICES.

In order to be able to make use of and access the Services and DinarPAY, you shall register on the Website or App by providing Company with all required information which includes but is not limited to your full name, business name, address and contact information. As such, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and (ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete. Each DinarPAY account can be accessed by its/his/her holder via the Website and/or App (“Account”).

If you provide any information to Company that is untrue, inaccurate, outdated or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, we may terminate your Account with us and refuse current or future use of any or all of the Services and DinarPAY.

 When registering an Account, if you are registering with Company as a customer, you may provide Company with your choice of Account password and username (“Login Credentials”). However, if you are registering an Account with us as a  merchant, Login Credentials shall be provided to you by Company. You hereby:

• acknowledge and agree that you are solely responsible for maintaining the confidentiality of your Login Credentials and for any and all activities that occur under your account;
• agree to notify Company immediately of any unauthorized use of your account or of any other breach of security. Company shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials or Account, either with or without your knowledge. However, you may be held liable for losses incurred by Company as a result of a third party using your Account or Login Credentials.
• acknowledge and agree that you may not use anyone else’s Account at any time, without the express permission of such account holder.

If you provide any information to Company that is untrue, inaccurate, outdated or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, we may terminate your Account with us and refuse current or future use of any or all of the Services and DinarPAY.

When registering an Account, if you are registering with Company as a customer, you may provide Company with your choice of Account password and username (“Login Credentials”). However, if you are registering an Account with us as a  merchant, Login Credentials shall be provided to you by Company. You hereby:

• acknowledge and agree that you are solely responsible for maintaining the confidentiality of your Login Credentials and for any and all activities that occur under your account;
• agree to notify Company immediately of any unauthorized use of your account or of any other breach of security. Company shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials or Account, either with or without your knowledge. However, you may be held liable for losses incurred by Company as a result of a third party using your Account or Login Credentials.
• acknowledge and agree that you may not use anyone else’s Account at any time, without the express permission of such account holder.

All content, trademarks, data, information or information contained in any materials, or documents used in relation to DinarPAY and the Services, including but not limited to any and all copyrighted works, software, databases, text, graphics, icons, designs, logos, graphics, hyperlinks, domain names, information and agreements (“Content”), are the exclusive property of or are licensed to Company. You may not reproduce, distribute or copy the Content by any means, whether electronically or not, without Company’s prior written permission.

Any and all intellectual property rights in the Content, Services and DinarPAY or otherwise developed by or on behalf of Company, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Content, Services and DinarPAY or otherwise developed by or on behalf of Company, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Intellectual Property”), vests in Company, its licensors or suppliers, as the case may be, and all rights not expressly granted by Company to you are reserved by Company.

Save as expressly set out herein and in the Contracts, you shall not acquire any right, title or interest in Company’s Intellectual Property. You may not use the Company’s Intellectual Property in a manner which may (i) place Company’s Intellectual Property at risk of losing value, and (ii) cause reputational damage to the Company.

Except as expressly permitted in Sections 5 and 6 of these Terms and in accordance with the terms and conditions of the applicable Contract(s), you agree that you will not:

use any robot, spider, scraper, deep link, password mining or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor DinarPAY or any portion of the Services, without Company’s express written consent which may be withheld in Company’s sole discretion;

• use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate through or search for DinarPAY and the Services, other than via the search engines which are generally available by third party web browsers such as Microsoft Internet Explorer, Mozilla, Google Chrome or Safari;
• transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper performance of DinarPAY and the Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up DinarPAY or any part of the Services;
• attempt to gain any unauthorized access to DinarPay or Services;
• breach or circumvent any disclosed or undisclosed security device or intended protection for or contained in DinarPAY and the Services;
• efface, alter, obscure, translate, combine, or otherwise change the published Terms, any disclaimers, warranties or Content, and/or any symbols, notices, logo, marks, serial numbers or identification on or relating to any copy of DinarPAY and/or the Services on the Website and/or the App;
• gain unauthorised access to any Accounts or to Company’s computer systems or networks;
• use the Services and/or DInarPAY in any manner or for any purpose that infringes, misappropriates, or otherwise violates any third party’s Intellectual Property rights or any applicable law; and
• use the Services for any purpose that is unlawful or is not expressly permitted by these Terms or the applicable Contract(s).

THE WEBSITE, APP, SERVICES AND ALL INFORMATION, DATA, FEATURES, CONTENT AND PRODUCTS ASSOCIATED WITH DINARPAY, SERVICES, WEBSITE AND/OR APP ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. COMPANY, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS“) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE WEBSITE, APP, DINARPAY AND/OR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF DINARPAY, APP, WEBSITE AND SERVICES IS AT YOUR SOLE RISK.

NEITHER COMPANY OR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF THE SERVICES, AND/OR OF THE CONTENT ON THE WEBSITE, APP, DINARPAY AND/OR SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE CONTENT ON THE WEBSITE AND APP.

NEITHER COMPANY NOR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE ON THE WEBSITE AND APP, OR THROUGH DINARPAY AND THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

Company’s Privacy Policy, available at https://dinar.ly/privacy-policy, governs the use, storage and processing of the personal information you may provide to Company through your access of the Website and App and through your use of DinarPAY and the Services. Your election to use DinarPAY and the Services via the Website and App shall be deemed as your acceptance of the terms of our Privacy Policy.

COMPANY, ITS LICENSORS AND SUPPLIERS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE, APP AND/OR FROM YOUR USE OF DINARPAY AND THE SERVICES, OR ARISING FROM THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY’S, (INCLUDING ITS LICENSORS AND SUPPLIERS), LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF LYD 1,000,000.000 (ONE MILLION LIBYAN DINARS).

You shall defend, indemnify and hold harmless Company and its officers, directors, licensors, suppliers, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any breach of these Terms or any activity by you in relation to the Website and/or App or in relation to your use of DinarPAY and the Services.

These Terms shall continue to remain in effect until terminated by either you or Company as provided under the applicable Contract(s).

Company may at any time, terminate or suspend its legal agreement with you and thereby terminate/suspend your access to DinarPAY and the Services:

(a)     if you have breached any provision of these Terms, the applicable Contract(s), or have acted in a manner which clearly shows that you do not intend to, or that are unable to comply with the provisions of these Terms or the applicable Contract(s);

(b)     if Company in its sole discretion believes it is required to do so by law;

(c)     for any reason and at any time, in Company’s sole discretion, with or without notice to you; or

(d)    immediately upon notice to you.

You acknowledge and agree that Company may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to DinarPAY and the Services by you. Further, you agree that Company shall not be liable to you or any third party for any termination or suspension of your access to DinarPAY and the Services.

The Parties are independent contractors under these Terms and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither Party intends these Terms to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties. These Terms are not intended to create a third-party beneficiary of any kind. You must not represent to any third party that it has any right to bind us in any manner and you will not to make any representations or warranties on behalf of us.

If a court holds that any provision of these Terms is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from these Terms. The change will affect neither the validity of the amended provision nor the validity of any other provision of these Terms, which will continue in full force and effect.

A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.

A force majeure event means any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors.

Neither Party is liable for delays or failures to perform any of its obligations under these Terms to the extent caused by a force majeure event.

Neither Party is liable for delays or failures to perform any of its obligations under these Terms to the extent caused by a force majeure event.

Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by the Parties, whether voluntarily or by operation of law, without the prior written consent of Company. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

Nothing herein is intended to restrict you from purchasing or using any other entity’s software or services, even if such software or services are similar to DinarPAY and the Services provided by Company hereunder.

Nothing herein is intended to limit Company’s right to offer DinarPAY and the Services to other clients, even if such clients compete with you and/or your business.

These Terms shall be construed in accordance with the laws of the State of Libya. You agree that in respect of any dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the Libyan Center for Mediation and Arbitration in Tripoli, Libya shall have jurisdiction to try and adjudicate such dispute to the exclusion of the Libyan Court system.

Any questions and/or comments regarding these Terms may be sent to Company at the following address: 196, Floor 19, tower 2, Tripoli Tower, Tripoli, Libya.

Effective Date: 10^th March 2020