Welcome to digitalassets.co.ke, an online marketplace that allows third-party sellers to list digital assets for sale; and to connect, communicate, and transact with buyers.

Digital Assets Marketplace and its affiliates (Digital Assets Marketplace) provide website features and other products and services to you when you visit digitalassets.co.ke (the Website) and use Digital Assets Marketplace products or services (collectively Digital Assets Marketplace Services). Digital Assets Marketplace Services include the information, content, materials, products, and software included on or otherwise made available to you by Digital Assets Marketplace and references to the Digital Assets Marketplace Services in these Terms include any or all of these. Digital Assets Marketplace provides the Digital Assets Marketplace Services to you subject to these Terms and accessing the Website and using the Digital Assets Marketplace Services, you agree to be bound by them. Please read them carefully before using Digital Assets Marketplace Services.

1. PRIVACY

Please review our Privacy Policy and Cookies & Tracking Policy, which also govern your use of the Digital Assets Marketplace Services, to understand our practices. Digital Assets Marketplace will collect your personal information including your name, contact details, and payment details (including, without limitation, credit card details). All personal information will be handled, used, maintained, and disclosed by Digital Assets Marketplace in accordance with all applicable privacy laws and data protection laws as well as our Privacy Policy which applies from time to time. Unless separately agreed between you and another buyer or seller, you must not use their personal information for any other purpose. You warrant to Digital Assets Marketplace that you will comply with all privacy laws and data protection laws in relation to the storage, use, and transfer of personal information.

2. ELECTRONIC COMMUNICATION

When you use the Digital Assets Marketplace Services or send e-mails, text messages, or other communication from your desktop or mobile device to us, you are communicating with us electronically. We will communicate with you electronically in a variety of ways, such as by e-mail, text, or communication via our discussion forum. You consent to receive communications from us electronically and agree that communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

3. COPYRIGHT AND OTHER RIGHTS

All content included in or made available by Digital Assets Marketplace, such as text, graphics, logos, button icons, images, video and audio clips, digital downloads and data compilations is the property of Digital Assets Marketplace and is protected by Kenyan and international copyright and authors’ rights laws and (where applicable) database right laws.

Other than to the extent necessary to use the Digital Assets Marketplace Services for their permitted purposes and in accordance with these Terms, you may not copy, extract and/or re-utilize any content of Digital Assets Marketplace without our express written consent, including, without limitation, any listings, descriptions, prices and account information. In particular, you may not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization any substantial parts of the Digital Assets Marketplace Services or their content, without our express written consent. You may also not create and/or publish your own database that features substantial parts of the Digital Assets Marketplace Services or their content without our express written consent.

4. TRADEMARKS

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Digital Assets Marketplace Services are trademarks of Digital Assets Marketplace. Digital Assets Marketplace’s trademarks may not be used in connection with any product or service that is not Digital Assets Marketplace’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Digital Assets Marketplace. All other trademarks not owned by Digital Assets Marketplace that appear in the Digital Assets Marketplace Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Digital Assets Marketplace. You may not frame or use framing techniques to enclose any trademark or logo (including images and text) of Digital Assets Marketplace without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Digital Assets Marketplace’s names or trademarks without our express written consent.

5. YOUR ACCOUNT

By registering and creating an account with Digital Assets Marketplace, you represent and warrant that you over 18 years of age and you can form legally binding agreements under applicable law. If you are registering an account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity. Unless authorized by Digital Assets Marketplace in writing, you may have only one account, unless authorized by Digital Assets Marketplace in writing.

You are responsible for maintaining the confidentiality of your account and password. Except to the extent caused by our breach of these Terms, you are responsible for all activities that occur under your account regardless of whether the activities are authorized by you or undertaken by you. Digital Assets Marketplace is not responsible for unauthorized access to or use of your password or account. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be used in an unauthorized manner. You must ensure that the details you provide to us are correct and complete and inform us of any changes. You can access and update certain information you have provided to us via your account dashboard.

If we have concerns with your account, or activity relating to your account, or if you are in breach of applicable laws or these Terms, we reserve the right to take action on your account in accordance with these Terms, including without limitation by (i) refusing service, (ii) suspending or restricting access to your account, (iii) terminating your account, or (iv) removing or editing content you post using your account. The action we elect to take and any notice you may receive will vary depending on the Digital Assets Marketplace Services, the circumstances, and our assessment of relevant factors.

6. VERIFICATION

Any reference to a buyer or seller being “verified” indicates only that the buyer or seller has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Digital Assets Marketplace about any buyer or seller, including their identity, background or whether they are trustworthy, safe or suitable.

To access or use some of the Digital Assets Marketplace Services, you may be asked to provide proof of identity or other methods of identity verification. You agree to provide Digital Assets Marketplace or any third party which provides goods or services to Digital Assets Marketplace with all identification documents (including but not limited to, copies of passports and/or government-issued driver’s license) which Digital Assets Marketplace requests from you from time to time for the purposes of verifying your identity.

7. DIGITAL ASSETS MARKETPLACE’S ROLE

Digital Assets Marketplace allows third-party sellers to list and sell their assets using the Digital Assets Marketplace Services. Digital Assets Marketplace does not own, create, sell, resell, provide, control, offer or deliver listings or the assets contained therein. The relevant seller is indicated on the respective listing page. While Digital Assets Marketplace helps facilitate transactions that are carried out on the Website, Digital Assets Marketplace is neither the buyer nor the seller on the seller’s assets.

Digital Assets Marketplace provides an avenue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract formed at the completion of the sale for these third-party assets is solely between the buyer and seller. Digital Assets Marketplace is not a party to this contract nor assumes any responsibility arising out of or in connection with it nor it is the seller’s agent. The seller is responsible for the sale of their assets and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and seller.

Digital Assets Marketplace is not responsible for:

(a) the existence, quality, suitability of legality of a listed asset;
(b) the truth, accuracy or completeness of the information contained in a listing;
(c) the future performance of a listed asset;
(d) the performance or conduct of a buyer or seller or third-party on the Website; and/or
(e) the quality, suitability or ability of a third party which provides goods or services to Digital Assets Marketplace or to a buyer or seller.

Your decision to purchase a listed asset shall be based solely on your own investigation and that of your legal, tax and other advisors. You accept sole responsibility for examining and investigating an asset and all information in a listing. This includes, but is not limited to, associated liabilities, financial statements, tax returns and any other facts or information which may impact your decision to purchase that listed asset and the price you are willing to pay. You understand that Digital Assets Marketplace may display only a summary description of a listed asset.

To help facilitate a safe, secure transaction and to preserve the integrity of the Digital Assets Marketplace Services, we make available a template letter of intent and sale contract for use by buyers and sellers. You acknowledge that you use these documents at your own risk. You agree that Digital Assets Marketplace has not in any way provided legal or financial advice by providing these documents or made representations or warranties that they are suitable for your requirements or needs and may not be appropriate or suitable to the sale or purchase of a particular asset. Digital Assets Marketplace recommends all parties seek their own independent legal advice in relation to the documents.

8. LISTING RULES

The following assets may be listed for sale on Digital Assets Marketplace:

(a) all detail and reference to files contained in a website or an application, including but not limited to, the HTML, the code base, other source code, logos, images, and other media, licenses and other works associated with the website or the application;
(b) any rights and obligations under or in relation to an agreement with a third party relating to assets which may include, but is not limited to hosting agreements, payment provider agreements, affiliate agreements and seller agreements;
(c) a brand name relating to a business, including any registered trademarks specified in the listing;
(d) any records;
(e) all rights to a domain name;
(f) any other documented asset including inventory or other agreement critical to the sale and
ongoing concern of a business, including legal agreements, employment agreement, leasing agreements and other agreements; and
(g) any other particulars specified as being sold as part of a listing.

For the avoidance of doubt, Digital Assets Marketplace does not promote, encourage or facilitate the sale of securities using Digital Assets Marketplace Services.

When you create a listing, you will be asked to provide complete and accurate information about your asset, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times.

You warrant and represent to Digital Assets Marketplace and to each buyer that:

(a) you own the asset or are entitled to sell the asset;
(b) you are the owner of all intellectual property rights, including but not limited to copyright, patent, trademark, designs whether registered or not and throughout the world and all other rights, title and interest in the asset,
(c) the asset is transferable to a buyer; and
(d) any and all agreements with third parties are transferable to the Buyer.

You must not create a listing for an asset which:

(a) is obscene, vulgar and/or deemed by Digital Assets Marketplace to be offensive;
(b) contains material which infringes the rights of a third party or which assists others to infringe the rights of a third party;
(c) is engaged in activities which contravenes law of any territory; or
(d) Digital Assets Marketplace deems inappropriate or in breach of these Terms.

9. LISTING TYPES

Digital Assets Marketplace enables two kinds of listings — auction-format listings and fixed-price listings.

With a fixed price-listing, any buyer can offer to purchase the asset contained in a listing. An offer must be placed on the listing. A seller can accept, reject or counter any offer. If you are a buyer and have placed an offer, you acknowledge and agree that should the seller accept that offer, you are committing to purchase the asset and may be required to pay for it. If you are a seller and have accepted an offer, you acknowledge and agree that you are committing to sell the listed asset to the buyer.

With an auction-format listing, a seller will accept bids from buyers for a predetermined amount of time — generally 30 days. For a bid to be valid, it must be higher than the starting price or then-current bid. At the end of the auction, the asset subject of the listing will be declared sold to the highest bidder, provided their bid exceeds the reserve price set by the seller. Should you win the auction, you agree that you are committing to purchase the listed asset and may be required to pay for it.

For the avoidance of doubt, Digital Assets Marketplace is not an auctioneer and a seller conducts an auction on their own behalf.

A listing may also show a ‘buy it now’ button with a price listed next to it. A buyer may purchase a listed asset simply by clicking the ‘buy it now’ button, provided it is accepted by the seller. By clicking ‘buy it now,’ a buyer commits to buying the listed asset.

10. EXCLUSIVITY

If a listed asset has a set asking price, in the case of a fixed-priced listed, or a reserve price, in the case of an auction-format listing, equal to or above USD$15,000, you agree that you will promote and/or sell that asset exclusively using the Digital Assets Marketplace Services. For the period in which your listing is live on the Website and for 90 days from the date you remove your listing, you warrant that you will not use any other platform, marketplace or service, including a broker service, to promote or sell your asset, without the express written permission of Digital Assets Marketplace.

If Digital Assets Marketplace discovers that you have been in violation of this clause 10, you acknowledge and agree that Digital Assets Marketplace has the right to immediately suspend your listing and terminate your account

11. COMMUNICATION TOOLS

Listings at Digital Assets Marketplace are FREE and therefore you are not restricted in regards to the mode of communication between the buyer and the seller. We have however provided a messaging tool which we encourage both parties to use for future reference.

12. LISTING FEATURE FEE

Unlike many other industry players, Digital Assets Marketplace does not charge for listing or success fee. The full value of your assets remains with you. We however charge a modest amount if you wish to have your listing featured for more prominence.

13. REFUNDS

If Digital Assets Marketplace issues you a refund, that refund will be paid to you using the same payment method you used to pay Digital Assets Marketplace. Digital Assets Marketplace may refund an amount paid by you if you are entitled to a refund in accordance with these Terms or Digital Assets Marketplace is required by law or considers that it is required by law to do so. Digital Assets Marketplace’s determination as to whether a refund is required is final and conclusive and may not be challenged by you.

14. PAYMENT PROCESSING

Digital Assets Marketplace is not an escrow service and does not hold property on behalf of any person. Digital Assets Marketplace is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with your use of the Digital Assets Marketplace Services are provided to you by one or more independent third-party service provider, as appropriate. You hereby consent and authorize Digital Assets Marketplace to share any information and payment instructions you provide with any third-party service provider(s).

15. VALUATION CALCULATOR

At Digital Assets Marketplace we encourage you to use as many online valuation calculators as possible in order to get a feel of the true worth of your digital assets. You acknowledge and agree that you are solely responsible for determining the value of your digital asset(s).

16. DIGITAL ASSETS MARKETPLACE DUE DILIGENCE

Digital Assets Marketplace provides due diligence services and you can pay to acquire a due diligence report on a listed asset. While Digital Assets Marketplace strives to make the information in this report as accurate as possible, we make no claims, promises or guarantees about the accuracy, completeness or adequacy of the contents of this report, and expressly disclaim liability for errors and omissions in its contents. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third party rights, title, merchantability of fitness for a particular purpose is given with respect to the contents in this report.

Furthermore, any information provided herein with regard to the listed asset is informational in nature. We are not a legal advisory or business advisory service and do not purport to tell or suggest which business decisions to make. You understand and acknowledge that there is a risk involved in the purchase of a website or online business. We assume no responsibility or liability for your investment or business results. Factual statements within this report are made as of the data stated and are subject to change without notice.
All information is provided solely for educational purposes and you are encouraged to seek independent advice from a competent professional person if legal, financial, tax, or other expert assistance is required.

17. REVIEWS AND COMMENTS AND COMMUNICATION

You may post reviews, comments, and other content; send communications; and submit questions or other material, as long as the content is not:

(a) of a personal or solicitous nature,
(b) unrelated to a listing,
(c) an attempt to transact outside the Website,
(d) illegal, obscene, abusive, threatening, defamatory or an invasive of privacy,
(e) infringing of intellectual property rights, or
(f) injurious to third parties or objectionable.

You must not post or send any content that contains software viruses, or that comprises political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any such content or communication. We reserve the right (but not the obligation) to remove or edit any content at any time and for any reason in its sole and absolute discretion.

While comments and reviews are visible to other users, interactions and exchanges via the discussion forum are private as between individuals and accessible to Digital Assets Marketplace.

18. INTELLECTUAL PROPERTY RIGHTS

You are responsible for your content and you represent and warrant that you own or otherwise control all of the rights to the content and material that you post and that, as at the date that the content or material is posted it: (i) is accurate; (ii) complies with these Terms and (iii) does not breach any applicable laws.

If you post content or submit material, and unless we indicate otherwise, you grant Digital Assets Marketplace a non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media;

You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. To the extent permitted by law, as applicable, you: (i) consent to any infringement of; and (ii) agree to waive, any right you have to be identified as the author of such content and any right you have to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Digital Assets Marketplace, at our request.

You agree to indemnify Digital Assets Marketplace for all claims brought by a third party against Digital Assets Marketplace arising out of or in connection with the content and material you supply except to the extent that any liability arises from our failure to remove the content or material.

19. THIRD-PARTY LINKS

The Website may contain links to third-party websites or resources that we don’t own or control (for example, links to Facebook, Twitter, and Pinterest or Google Analytics). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. Digital Assets Marketplace is not a party to those agreements — they are solely between you and the third party.

20. PROHIBITED ACTIVITIES

You may not use the Digital Assets Marketplace Services:

(a) in any way that causes, or is likely to cause, any Digital Assets Marketplace Service, or any access to it to be interrupted, damaged or impaired in any way
(b) in any way that may interfere with or harm any other user of the Digital Assets Marketplace Services;
(c) for fraudulent purposes, or in connection with a criminal or other unlawful activity,
(d) in any manner that is not permitted under these Terms.

21. DISCLAIMER AND LIABILITY

Unless otherwise specified in writing, Digital Assets Marketplace disclaims, and does not make, any representation or warranty of any kind in respect of the Digital Assets Marketplace Services including without limitation any representation or warranty,

(a) that they are free of viruses or other harmful components;
(b) that your use of the Digital Assets Marketplace Services will be uninterrupted or error-free; or
(c) as to the suitability or availability of the Digital Assets Marketplace Services.

Digital Assets Marketplace will not be responsible for:

(a) losses arising from the unavailability of, or your inability to use the Digital Assets Marketplace Services
(b) losses that are not directly caused by any breach on our part;
(c) any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;
(d) any indirect or consequential losses;
(e) any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

For any other loss relating to the Digital Assets Marketplace Services, we limit our liability to the amount you have paid to us for the relevant Digital Assets Marketplace Services.
Nothing in these conditions is intended to:

(a) override any express commitments Digital Assets Marketplace gives to you with respect to the Digital Assets Marketplace Services (for example, the provision of a refund in certain circumstances) or
(b) exclude, restrict or modify any right or remedy you have in statute including under the Kenyan Consumer Law or otherwise to the extent that that right or remedy cannot be excluded, restricted or modified under law. Any disclaimer, exclusion, or limitation in these conditions applies as provided for in these conditions to the full extent permitted by law and subject to any such non-excludable right or remedy.

22. INDEMNITY

You agree to indemnify and hold Digital Assets Marketplace and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

(a) your use of the Website, Digital Assets Marketplace Services or assets obtained as a result;
(b) your breach or violation of any of these Terms;
(c) Digital Assets Marketplace’s use of your content;
(d) your violation of the rights of any third party, including another seller or buyer.

You agree to hold Digital Assets Marketplace, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.

23. APPLICABLE LAW

The laws of the Republic of Kenya  govern these Terms and any dispute of any sort that might arise between the parties. Any dispute relating in any way to these Terms will only be adjudicated in the courts of Kenya. Each party consents to exclusive jurisdiction and venue in these courts.

24. DISPUTE RESOLUTION

In the event of a dispute between a buyer and seller, Digital Assets Marketplace recommends that the parties engage in pre-dispute arbitration via the discussion forum. Digital Assets Marketplace may help to facilitate the resolution of a dispute between a buyer and seller and reserves the right to cancel the sale of a listed asset. If a buyer and seller cannot come to an agreement on a dispute, Digital Assets Marketplace recommends that legal advice is sought to resolve the matter.

25. FORCE MAJEURE

You agree that Digital Assets Marketplace will not be liable or responsible for any failure in, or delay to, the provision of the Digital Assets Marketplace Services or in Digital Assets Marketplace complying with these Terms, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:

(a) fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
(b) denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
(c) a significant demand is placed on Digital Assets Marketplace Services which is above the usual level of demand and which results in a failure of Digital Assets Marketplace’s software and hardware to function correctly;
(d) the failure of any third party (including without limitation, any bank or other financial organization) to fulfill any obligations to Digital Assets Marketplace; or
(e) any other circumstances or events that are beyond the reasonable control of Digital Assets Marketplace (as the case may be).

26. NOTICES

Digital Assets Marketplace may give notice by means of a general notice on the Website, electronic mail to the email address on your account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Digital Assets Marketplace, with such notice deemed given when received by Digital Assets Marketplace, at any time by mail or pre-paid post to our registered agent for service of process, c/o Digital Assets Marketplace Pty Ltd.

27. ASSIGNMENT

Digital Assets Marketplace may assign its rights and novate or transfer obligations that arise under these Terms. You must not assign, novate or otherwise transfer your rights or obligations under these Terms without the prior written consent of Digital Assets Marketplace (which may be withheld).

28. WAIVER

A provision of or a right created under these Terms may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies in these Terms are cumulative with and not exclusive of any rights, powers or remedies provided independently.

29. ENTIRE AGREEMENT

These Terms supersedes all prior representations, arrangements, understandings, and agreements between the parties relating to the subject matter and sets forth the entire and exclusive agreement and understanding between the parties.

30. AMENDMENTS

We reserve the right to make changes to our website, these Terms, our policies, and our listings at any time by posting the changes on our website. Your continued access to or use of the Website and Digital Assets Marketplace Services will constitute acceptance of the revised Terms.

31. SEVERABILITY

If any of these Terms are judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other term to the intent that the invalid or unenforceable term will be treated as severed from the Terms.

 

These terms of service were last updated in June 2020.