Terms of Use

Shore is a white-label merchant-first crypto exchange and settlement infrastructure platform built to help businesses operate compliant digital asset services at scale. The Platform provides the underlying technology, liquidity, and compliance rails that approved merchants need to power their own branded digital asset offerings. The Platform supports:

1. 1.1. Merchants: approved businesses that onboard through due diligence and use Shore's infrastructure; and
2. 1.2. Merchants' end-users: individuals or entities who access digital asset services through a Merchant's branded product, where applicable.

Shore provides infrastructure and related services such as white-label exchange infrastructure, digital asset wallets/custody services, and fiat/stablecoin on-/off-ramps (where permitted), as well as integration tooling (including APIs/SDKs) and operational tooling (including system logs/notifications). Depending on jurisdiction and regulatory requirements, certain services may be provided directly by Shore or delivered through licensed third-party partners.

Merchants that use Shore's infrastructure remain responsible for their end-users, including onboarding, compliance obligations, and the delivery of their end-user-facing services.

2.1. Minors: The Platform is intended solely for users aged 18 (eighteen) years and above (or the legal age of majority in your jurisdiction). By accessing or using the Platform, you represent and confirm that you meet this requirement. Minors are not permitted to create accounts or use the Platform's services, including through any Merchant integration. We reserve the right to suspend or terminate access where this section is violated.

2.2. Authority to Bind Organisation: If you are accepting these Terms on behalf of a Merchant or any organisation/company, you confirm that you have the authority to bind that entity to these Terms.

2.3. Restricted Persons and Restricted Locations: You must not access or use the Platform or Services if:

1. 2.3.1. you are located in, resident in, incorporated in, or operating from any jurisdiction that is subject to applicable sanctions or embargoes;
2. 2.3.2. you are listed on, owned or controlled by a person listed on, or acting on behalf of a person listed on, any applicable sanctions or restricted parties list; or
3. 2.3.3. your access or use of the Platform or Services would cause Shore or any of its licensed third-party partners to breach applicable law.

We may restrict or block access where we reasonably believe this clause applies, including where you attempt to circumvent restrictions (for example, by masking your location).

By using the Platform, you confirm that you have read and understood these Terms and agree to comply with them.

3.1. Limited License: We grant you a revocable, limited, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Platform and services for your internal business purposes solely in accordance with these Terms.

3.2. Amendments: Shore reserves the right to introduce new features or services or to modify, suspend, or discontinue any part of the Platform. Such changes shall take effect immediately upon implementation on the Platform.

You may be required to complete and submit onboarding information (including KYB/KYC or other due diligence information, where applicable) to access some or all of the Platform's services.

Shore offers the following services ("Services") to Merchants via the Platform:

Note: Depending on jurisdiction and regulatory requirements, certain services may be provided directly by Shore or delivered through licensed third-party partners.

4.1. Service Process

4.1.1. Merchant Registration and Onboarding: To access Shore's Services through the Platform, a Merchant must create an account and complete Shore's KYB and onboarding process (as described under the Platform access and registration requirements). This onboarding includes submission of business registration details, ownership and control information, authorised signatories, contact information, and any additional documentation required to meet regulatory and risk requirements.

4.1.2. Verification and Access Enablement: Following successful verification, Shore will issue access credentials and enable the relevant security controls (including role-based permissions) to support a Merchant's use of the Platform. The specific verification steps and required information may vary based on jurisdiction, service type, and applicable regulatory obligations.

4.1.3. Integration and Service Activation: Once access is enabled, Merchants may integrate Shore's infrastructure into their applications and workflows using Shore's APIs and SDKs and may configure Services such as exchange infrastructure, wallets/custody, and fiat/stablecoin on-/off-ramps (where permitted). Merchants remain responsible for their end-users and the delivery of their end-user-facing services.

4.2. Service Fees: Shore charges fees for the use of the Platform. Fees may include transaction-based fees (such as trading, settlement, or withdrawal fees), usage-based fees for infrastructure services, and, in some cases, subscription or platform access fees for Merchants. Pricing may vary based on service type, transaction volume, and commercial arrangements.

4.3. Payments: All applicable fees are disclosed to Merchants in advance through contractual agreements or Platform documentation. Fee structures may differ by jurisdiction and are subject to change in accordance with applicable laws and contractual terms.

4.4. Taxes: Unless expressly stated otherwise, fees are exclusive of applicable taxes, levies, duties, and similar charges. Merchants are responsible for taxes applicable to their use of the Services and for withholding, collecting, reporting, or remitting taxes to the appropriate authorities where required. Shore may invoice you for taxes we are legally required to collect unless you provide valid exemption documentation.

You agree to the following general restrictions when using the Platform. For this section, Users (including merchants (and their authorised personnel) and, where applicable, end-users accessing Merchant-branded services powered by Shore's infrastructure). You agree that:

1. 5.1. Authorised Use: The Platform must only be used by approved Merchants for permitted business purposes connected to the Services.
2. 5.2. Compliance with Laws: All Users must comply with applicable laws and regulations and must not breach these Terms, the Privacy Notice, or any other agreement between you and us.
3. 5.3. Investigative Assistance: Users must cooperate in investigations and provide requested information where reasonably required for compliance, risk management, or lawful requests.
4. 5.4. Accurate Information: Users must provide truthful, accurate, and up-to-date information when interacting with the Platform.
5. 5.5. Platform Integrity: Users must not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform without express written permission.
6. 5.6. Anti-harassment: Harassment or threats towards employees, agents, partners, or other Users are prohibited.
7. 5.7. Security & Unauthorised Access: Users must not attempt unauthorised access to the Platform or interfere with its operation or security controls.
8. 5.8. Sanctions Evasion / Circumvention: Users must not use the Platform to evade sanctions, AML/CTF controls, or compliance checks, and must not attempt to bypass controls or restrictions (including geo-blocking or screening).
9. 5.9. Prohibited Use: Users must not use the Platform for any prohibited use or prohibited business listed in Exhibit A (Prohibited Use and Prohibited Businesses).

If we terminate your use of the Platform for any reason, we will provide you with notice of our actions. You are responsible for all claims, fees, actions, fines, penalties, and other liability incurred by Shore, any other User, or a third party caused by or arising out of your breach of these Terms, and/or your use of the Services.

Shore reserves the right to conduct due diligence checks on all Merchants (and, where applicable, end-users accessing Merchant-branded services powered by Shore's infrastructure) for the following reasons:

1. 6.1. Verification of Compliance: To confirm adherence to obligations outlined in these Terms and applicable onboarding and compliance requirements.
2. 6.2. Legal Disclosures: To comply with applicable laws, regulations, or lawful requests, including disclosures to regulatory authorities or law enforcement agencies where required.
3. 6.3. Regulatory Requirements: To fulfil applicable legal and regulatory obligations, including risk and compliance checks relevant to the Services.
4. 6.4. Ongoing Monitoring and Re-Verification: Shore may (and, where required, must) conduct ongoing risk and compliance monitoring and may require periodic refresh or re-verification of Merchant KYB/KYC and related information.
5. 6.5. Refusal/Restriction of Transactions: Where the Platform supports transaction processing, Shore may refuse, delay, suspend, or restrict transactions where we reasonably suspect that the transaction involves money laundering, terrorist financing, fraud, sanctions exposure, or other financial crime risk.

Failure to comply with the due diligence process may result in refusal, suspension, or termination of access to the Platform.

7.1. Shore:

1. 7.1.1. Provides a merchant-first crypto exchange and settlement infrastructure platform to approved Merchants, without operating a consumer marketplace.
2. 7.1.2. Conducts verification and due diligence based on information provided during onboarding.
3. 7.1.3. Provides certain services directly and, where required, via licensed third-party partners.
4. 7.1.4. May restrict, suspend, block or reverse transactions where permitted, or terminate access where a user breaches these Terms.

7.2. Shore does not provide investment, financial, tax, or legal advice.

8.1. Transactions involving digital assets carry significant risk. The value of a digital asset may be volatile and may decrease rapidly, including to zero.

8.2. To the extent permitted by law, Shore is not responsible for losses arising from market volatility, blockchain network congestion or outages, protocol changes, or other network-related events.

8.3. You acknowledge that digital asset transactions may be irreversible.

You represent and warrant that your use of the Platform and the Services will comply with applicable laws, including requirements relating to KYC/KYB, sanctions screening, and transaction monitoring.

Shore may conduct compliance checks and may restrict, suspend, or terminate access where Shore reasonably suspects a breach of law, these Terms, or misuse of the Services.

Your use of the Platform is subject to Shore's Privacy Notice, which explains how we collect, use, store, and share personal data in connection with the Platform and Services.

Shore may cancel, suspend, or restrict your access to the Platform or any part of the Services at any time, including where:

1. 11.1. you breach these Terms or any applicable Related Agreements;
2. 11.2. you fail to complete, maintain, or satisfy onboarding, verification, or due diligence requirements;
3. 11.3. Shore reasonably considers it necessary for compliance, risk management, security, or to meet lawful requests; or
4. 11.4. continued access may expose Shore, its partners, or other users to risk.

The Platform and Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Shore disclaims all warranties and representations.

Nothing in these Terms excludes or limits any liability to the extent it cannot be excluded or limited under applicable law.

To the fullest extent permitted by law:

1. 13.1. Shore will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.
2. 13.2. Shore will not be liable for any loss or damage arising from your use of the Platform in breach of these Terms.
3. 13.3. Shore's total aggregate liability will not exceed the total fees paid by you in the three (3) months preceding the event giving rise to the claim.

You agree to indemnify, defend, and hold harmless Shore from and against any and all claims arising out of or in connection with your breach of these Terms, misuse of the Platform, or violation of any applicable law.

This indemnity obligation will survive the termination or expiration of these Terms.

All intellectual property rights in and to the Platform and Services are owned by or licensed to Shore. You are granted only the limited right to access and use the Platform in accordance with these Terms.

The Platform may contain links to third-party websites. Shore does not endorse, control, or assume responsibility for the content or services of any third party.

Certain Services may be supported by licensed third-party providers. Your agreement with the third party will govern the products or services they provide.

Shore may terminate or suspend your access to the Platform or Services immediately, with or without notice, where you breach these Terms or Shore reasonably considers it necessary.

Shore complies with applicable data protection laws, including the Nigerian Data Protection Act, 2023 (NDPA).

1. 20.1. No Automatic Insurance Coverage: Shore does not provide insurance coverage for Merchants or end-users.
2. 20.2. Merchant Responsibility: Merchants are responsible for assessing and obtaining their own insurance coverage.
3. 20.3. End-User Responsibility: End-users remain subject to the Merchant's user terms and risk disclosures.
4. 20.4. Digital assets are not bank deposits and are not protected by deposit insurance schemes.

You agree to indemnify, defend, and hold harmless Shore from and against any and all claims arising out of or in connection with your breach of these Terms.

This indemnification obligation will survive the termination or expiration of these Terms.

We shall make an effort to settle all disputes amicably. Any dispute not settled by mutual agreement within 14 days shall be referred to Mediation governed by the Arbitration and Mediation Act 2023. The Venue for the mediation shall be Lagos, Nigeria.

1. 23.1. Severability: If any provision is held to be invalid, the remaining provisions will remain valid.
2. 23.2. Assignment: You may not assign your rights without Shore's prior written consent.
3. 23.3. Waiver: No failure or delay by Shore in exercising any right will operate as a waiver.
4. 23.4. Entire Agreement: These Terms constitute the entire agreement between you and Shore.
5. 23.5. Governing Law and Jurisdiction: These Terms are governed by the laws of the Federal Republic of Nigeria.
6. 23.6. Notices: Shore may provide notices through the Platform, by email, or by any other reasonable method.
7. 23.7. Force Majeure: Shore will not be liable for any failure resulting from events beyond its reasonable control.

If you have any questions about these Terms or the Platform, please contact Shore using the contact details provided on the Platform or through Shore's official support channels.