1. Introduction and Contractual Nature

These Terms of Use form the legally binding agreement between VerifyAfrica Inc. ("VerifyAfrica," "the Company," "we," or "us") — a Delaware-incorporated subsidiary of CJ Solutions Ltd (Cyprus) — and any individual or organization ("Client," "User," or "Partner") that accesses, integrates, or utilizes the VerifyAfrica platform, APIs, SDKs, or any related services.

By accessing our systems, whether through direct API calls, dashboard interfaces, mobile SDKs, or authorized reseller platforms, you acknowledge that you have read, understood, and agreed to these Terms. These Terms govern all commercial, technical, and compliance relationships with VerifyAfrica and its affiliates, and they remain binding throughout the duration of service engagement.

VerifyAfrica provides digital identity verification, KYC, AML, and sanctions screening services through cloud-hosted infrastructure and API integrations. The platform's sole purpose is to assist regulated entities and technology companies in fulfilling their compliance obligations under local and international law. It does not replace a client's own legal duties, but rather supports them in meeting those obligations more efficiently and transparently.

2. Relationship Between VerifyAfrica and the Client

In all operational contexts, VerifyAfrica acts as a Data Processor within the meaning of the GDPR and NDPR, processing personal data on behalf of the Client, who acts as the Data Controller. This distinction is critical for legal and operational clarity. While VerifyAfrica provides the technology and safeguards for identity verification, the Client retains ultimate responsibility for determining the lawful basis for collecting personal data, obtaining consent, and complying with applicable privacy and AML laws in its jurisdiction.

For certain functions — such as fraud prevention, internal risk assessment, or system analytics — VerifyAfrica may also act as an independent Data Controller, where it determines the means and purposes of specific processing activities necessary to maintain system integrity or fulfill statutory obligations. In such cases, VerifyAfrica ensures that processing remains compliant with the principles of transparency, necessity, and proportionality.

3. Authorized Use of Services

The VerifyAfrica platform and all associated products are provided solely for lawful, compliance-oriented purposes. Clients are expected to use the system exclusively for identity verification, sanctions screening, and risk management functions permitted by law.

Any attempt to reverse-engineer, resell, repackage, sublicense, or otherwise exploit the platform outside the scope of contractual authorization is strictly prohibited. The Client must also ensure that all API requests and data submissions originate from authorized systems, with credentials securely stored and managed in accordance with VerifyAfrica's authentication protocols.

Unauthorized access, data scraping, or mass extraction of identity records is considered a material breach of contract and may result in immediate suspension, account termination, or referral to regulatory authorities.

4. Client Responsibilities

Clients integrating VerifyAfrica's services acknowledge and agree to maintain the following obligations:

They shall ensure that their collection of end-user data complies with applicable privacy and data protection laws and that such data is transmitted to VerifyAfrica securely and with proper consent. Clients are required to implement appropriate technical and organizational measures to protect API credentials, encryption keys, and transmission channels against unauthorized access or misuse.

Clients must also maintain records of verification activities, provide accurate and up-to-date data during onboarding, and refrain from submitting false or misleading information for verification purposes. Failure to maintain data integrity undermines the reliability of verification outcomes and may expose both parties to legal and reputational risk.

In addition, each Client must have a designated compliance contact person who serves as the liaison for all audit inquiries, data protection requests, and risk escalations related to the Client's use of the platform.

5. VerifyAfrica's Obligations

VerifyAfrica shall operate its platform with professional diligence, industry-standard security, and transparency. The Company shall ensure that its systems remain compliant with applicable data protection and AML legislation. VerifyAfrica shall process personal data only as instructed by the Client, except where required to do otherwise by law.

The Company commits to maintaining continuous uptime of its core services at or above 99.9%, excluding planned maintenance or circumstances beyond its reasonable control (force majeure). It will provide Clients with advance notice of major updates, policy amendments, or technical changes that may affect integration stability or compliance posture.

VerifyAfrica will also provide its clients with relevant documentation — including its Privacy Policy, Security Statement, and Data Processing Addendum — to ensure full transparency regarding data handling practices.

6. Service Availability and Continuity

While VerifyAfrica employs enterprise-grade infrastructure with redundancy and high availability, the Company cannot guarantee uninterrupted access in all cases. Maintenance windows, third-party service outages, or exceptional security incidents may cause temporary interruptions.

In such events, VerifyAfrica will take all reasonable steps to restore functionality swiftly, communicate proactively with Clients, and maintain data integrity throughout. All critical data and audit logs are backed up in multiple geographically distributed data centers to ensure no data loss or corruption occurs during restoration.

7. Intellectual Property Rights

All intellectual property, including but not limited to source code, algorithms, documentation, trade names, designs, trademarks, and proprietary technology used in or developed for the VerifyAfrica platform, are and shall remain the exclusive property of VerifyAfrica and its parent company, CJ Solutions Ltd.

Clients receive a limited, revocable, non-transferable license to use VerifyAfrica's services strictly in accordance with the terms of their commercial agreement. This license does not confer ownership rights or entitle Clients to claim any intellectual property in software, databases, or AI models developed by VerifyAfrica.

8. Confidentiality

Both parties should maintain strict confidentiality regarding any non-public information exchanged during their business relationship. This includes technical data, business plans, verification results, and customer information. Each party shall use such information solely for the purpose of fulfilling their contractual obligations and shall protect it with at least the same degree of care as it protects its own confidential information.

Disclosure may occur only when required by law, regulation, or valid court order, and only after providing reasonable notice to the other party, unless legally prohibited from doing so.

9. Limitation of Liability

VerifyAfrica's liability, whether arising from contract, tort, or otherwise, shall be limited to the total amount paid by the Client for the service in the twelve months preceding the event giving rise to the claim. In no event shall VerifyAfrica be liable for indirect, consequential, or punitive damages, including loss of business, reputation, or data, except where such loss arises from the Company's proven gross negligence or willful misconduct.

Clients acknowledge that digital verification relies on third-party data sources and that VerifyAfrica cannot guarantee the absolute accuracy of external data beyond what is technically and legally feasible. The Company assumes no liability for verification outcomes that are inaccurate due to falsified documents, compromised data sources, or incomplete third-party responses.

10. Suspension and Termination

VerifyAfrica reserves the right to suspend or terminate a client's access to its services in the event of material breach, misuse of data, non-payment, or regulatory violations. Termination shall not relieve the Client of any obligations accrued prior to the termination date.

Upon termination, VerifyAfrica will securely delete or return all Client data within a reasonable period, unless retention is required by law. Audit logs and AML screening records may be retained in anonymized form to fulfill statutory obligations and maintain historical traceability.

11. Jurisdiction and Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States. Where operations extend into Africa or the European Union, VerifyAfrica shall also adhere to the applicable data protection and financial crime prevention frameworks of those jurisdictions.

Any dispute arising from or related to the use of VerifyAfrica's services shall first be addressed through good faith negotiations. If unresolved, the dispute shall be submitted to arbitration in Delaware, under the rules of the American Arbitration Association, without prejudice to any mandatory legal rights in the Client's home jurisdiction.

12. Amendments

VerifyAfrica may update or modify these Terms from time to time to reflect changes in law, technology, or service scope. Clients will be notified in advance of material changes and continued use of the platform after such notice constitutes acceptance of the revised Terms.

Contact Information

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