Terms & Conditions


We created Nimi Kash to serve the millions of remote workers around the world like you who are not getting the services you need from your banking provider right out of the box. The team at Nimi Kash has nurtured relationships with financial services providers to maximize the value of the money you’ve already earned. We serve you by providing the tools to weather headwinds such as inflation and currency depreciation. We also want to enable every Nimi Kash user to have maximum financial wellness and pass your learnings forward to your friends and family. In order to use Nimi Kash, you have to receive your payroll through our platform from your employer. Please do not use our platform to receive money from “your uncle.” Your employer with an entity in the US or European Union will pay a monthly platform fee to provide this service to you for free. We’re here to help. Contact us at nimikash@nimidev.com. We respect your privacy. You acknowledge your usage of the Services is subject to our Privacy Policy, which explains our commitment to maintaining your privacy, as well as our collection, processing, and disclosure of your information.

1. Nimi Kash Terms & Conditions

These Terms and Conditions (“ Terms ”) set forth the terms and conditions that apply to your access and use of the services provided by Nimi LLC. and its subsidiaries, partners and/or affiliates (“ Nimi Kash ”). Nimi Kash is referred to herein as “Nimi Kash” “we,” “our,” or “us”. This is a legal agreement between Nimi Kash and you or the company through which you are doing business (“you,” an “account holder” or a “client”). These Terms describe the terms and conditions that apply to your access to or use of our website, applications, and any Nimi Kash services we provide (the "Services" or the "Nimi Kash Services" ), including services that enable your receipt of payment from employers. By opening an account with Nimi Kash, you agree to these Terms. Please read carefully all of the Terms and each of the other agreements or policies that apply to you. Nimi is located at 7150 Woodrow Drive, Oakland, CA 94611. You may contact Nimi Kash customer service by email addressed to nimikash@nimidev.com.

1.1 Our Services

You are becoming a Nimi Kash client so that you can receive your payroll wages, from employers with a registered and legal entity in the United States, European Union or approved jurisdiction by Nimi and our vendors and financial services partners (each, a “ Payor ”). When you open a Nimi Kash account, Nimi Kash will provide you with an account that enables you to receive salary denominated in local currency or foreign fiat such as, but not limited to U.S dollars or Euro (“ Wage Payout “). With Nimi Kash, you can add your existing bank accounts that can receive funds in local currency or foreign fiat. During the payroll cycle, for the amount instructed by your Payor and the elections instructed by you at least 5 business days before the payroll cycle, Nimi Kash will deposit the funds in your connected accounts. Nimi Kash allows you to connect one local currency account and one foreign currency account for free. Additional accounts up to a total of ten accounts may be connected, for a per account, per month fee.

1.2 Appointment as Agent To enable

Nimi Kash to provide you with the Services, you agree to appoint (and by opening a Nimi Kash account, you are appointing) Nimi Kash as your agent for the purpose of transmitting the funds from your Payor to your connected bank accounts. You further acknowledge and agree that a Payor’s delivery of payment to your connected account(s) satisfies the Payor’s obligation to pay your Wage Payout. In other words, you agree that a Payor's obligation to pay you is fulfilled upon receipt of payment in full by the connected accounts set up in Nimi Kash.

1.3 Underlying Transaction Except for our

limited role in receiving and transmitting payments received by you, we are not involved in the underlying Wage Payout for which you are being paid, and you are solely responsible for resolving any disputes concerning any underlying Wage Payout. We do not have any ability to control the actions of Payors, and therefore we do not guarantee payment to you, or payment to you in full, by any Payor. You agree that the Payor’s obligation to pay you for your Wage Payout is fulfilled upon receipt of funds by us as your agent. To ensure Services are used solely for Wage Payouts, we will require you to submit documentation to prove your identify and your affiliation with your Payor. Since we work directly with your Payor, we will cross-validate this information before completely approving your account. Documentation we require may include but are not limited to national identity cards, passport, utility bills, paystubs, offer letters and employee IDs. The verification process will typically take 24 hours, although in some cases it may take longer. If we are unable to verify the information you have provided regarding a Payor, or the payor you identify in your documentation does not match the actual source of the Wage Payout, your Wage Payouts may be delayed or the Wage Payouts may be rejected and returned to the Payor, at your expense. Payors must be corporations or other forms of business organizations, and cannot be individuals. Further, a failure on your part to provide necessary documentation for any Wage Payouts is grounds for Nimi Kash to close your account.

1.4 Your Privacy We respect your privacy.

You acknowledge your usage of the Services is subject to our Privacy Policy which explains our commitment to maintaining your privacy, as well as our collection, processing, and disclosure of your information.

1.5 Acceptable Uses You will use Nimi Kash Services

only for legitimate business purposes and only for purposes that have been approved by Nimi Kash. You agree that you will not use Nimi Kash Services to receive Wage Payouts for, or in support of, any illegal purposes or for any purpose which we have identified as restricted. For a full list of restricted purposes that you agree to abide by, see our Acceptable Use Policy, a copy of which is included at the end of these Terms. For more information regarding the consequences of a breach of our Acceptable Use Policy and use limitation in general, see "Prohibited Activities" and "Actions we may take if you engage in Prohibited Activities" below.

1.6 Pricing

and Minimum Fee Nimi Kash charges your Payor a subscription fee. There are no minimum or subscription fees for you to use the Nimi Kash service to receive your Wage Payouts in one local currency and one foreign fiat. For the third or more connected bank accounts, up to a total of ten, for which you wish to have Wage Payouts, Nimi Kash will directly charge you a monthly fee per payout account. For your latest fees and eligibility, please check the Nimi Kash app. These fees will be charge separately to your payment method or may be deducted from your Wage Payouts.

1.7 Subscription Refunds and Renewals

The monthly fee you pay for payouts through your connected accounts that is beyond the two (one local, one foreign fiat) that are already included as part of your Payor’s subscription, cannot be refunded. You may choose to stop payouts to additional accounts at any time, as long as the election is made before the 5-business day window when the payroll process initiates. It is your responsibility to check and verify the monthly payroll elections and the associated costs.

1.8 Payroll Volume and Frequency Limitations

You may be subject to certain volume and frequency limitations depending on your country of residence. This means that you may not be able to receive or withdraw more than a certain amount per Wage Payout or per month. For most of our customers, payroll will occur once per month, on the 25th of the month.

2. Getting Started With Nimi Kash

2.1 Onboarding Your first step to using any Nimi Kash

Services is to open an account. Anyone can open a Nimi Kash account and take advantage of the financial wellness product Abundance. In order to use Nimi Kash to make elections for, and allocate your Wage Payouts, you need to be invited to access this feature, by your Payor. 2.1.1 Payor Onboarding During your Payor’s onboarding process, they will be required to provide due diligence documentation, including but not limited to incorporation documents, tax id, company structure, beneficial owner, and bank account information. We may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify your identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, copies of bank statements, or other information related to you or your Payor, and their beneficial owners or principals. Failure to provide this information may result in suspension or termination of your Payor’s Nimi Kash application. Once your Payor completes the process satisfactorily, they will become an approved Payor and can invite you to Nimi Kash.

2.1.2 Employee Onboarding

As part of our onboarding process for a Nimi Kash Account, we will ask you for basic personal information, such as your name, address, email address, tax id number, valid bank account information, and certain other information that we require. We will also request that you provide us with a passport or national ID, proof of your address, and a selfie. We do this in order to verify your identity. You agree to provide us with accurate and verifiable information about yourself. You must provide accurate and complete information in response to our questions, and keep that information current. Your failure to do so may result in a refusal to open your account, or a suspension or termination of your ability to use our Services. In connection with opening a Nimi Kash account, you authorize us, directly or through third parties, to make any inquiries we consider necessary to validate you and your company’s identity and information. This may include asking you for further information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or valid bank account, ordering a credit report, or verifying your information against third party databases or through other sources. We reserve the right to deny opening an account for and to withhold Services to any individual or company without providing an explanation. At any time during your use of the Nimi Kash Services, when we have verified your identity and other pertinent information, your account will be opened and you can begin using Nimi Kash Services for Wage Payout election and payout.

2.1.3 Connected Bank

Accounts During the onboarding process with Nimi Kash, you will add one or more connected bank accounts. Based on the integration we have the bank account provider we may have access to information such as bank balances, transaction history, merchant and category information. We will use the bank account information for payroll payouts only. Nimi Kash will respect your privacy and will not share or sell your information for any reason. In the scenario where you have opted to use the budgeting feature, Nimi Kash will use your transaction history to attempt to automatically categorize your expenses and make suggestions on where you could save money. Nimi Kash will also advise you on upcoming payments so that your accounts do not overdraft. You may dismiss or ignore any budgeting notifications at your convenience. We highly recommend that you take advantage of the Nimi Kash budgeting tool to improve your financial wellness.

2.2 Exchange Rates and Foreign Exchange Fee To enable you

to make withdrawals to your local bank account, we will work with home country platforms, banks or other financial institutions who can provide us and you with the necessary foreign exchange and related services in your country. When you select your payroll elections, we will provide you an estimate of the expected exchange rate and the actual amount you expect to receive in your connected bank account(s). Exchange rates fluctuate constantly. However, we will use our best efforts to provide you the best exchange rate available when the payroll is being processed. In addition, the foreign exchange rate provided in connection with a withdrawal is covered by the guarantee described in Section 4.

2.3 Payroll Errors

and Disputes You recognize that Nimi Kash’s involvement when you receive payroll sent to you by your Payor is limited. Nimi Kash is not involved in the underlying Wage Payout for which you are being paid, and you are solely responsible for resolving any disputes concerning any such transaction. If you have a payment dispute with your Payor regarding the amount or non-receipt of an expected payment, you agree to contact the Payor directly to resolve the issue with them. Nimi Kash is not in any way responsible for any misunderstanding or disagreement that you may have with your Payor. If you feel that we have made a mistake when accepting Wage Payouts on your behalf, or otherwise in providing you with the Services, please contact us immediately through one of the methods set out below under “Customer Support”. We will investigate the matter and reply to you with an answer or a correction.

2.4 Customer Support

Our Customer Support Commitment Nimi Kash provides customer support to its account holders five days a week between 8 AM and 7 PM Indian Standard Time. You can reach customer support via email at: nimikash@nimidev.com or by using the chat function on our website. You agree to contact only Nimi Kash regarding any issues you have with your account, your elections or your mobile app. You agree you will not try to contact any of our service providers or local partners regarding any Nimi Kash Wage Payout.

2.5 Account Lock; Held

or Stopped Wage Payouts Money transfer is a heavily regulated industry that has a high potential for fraud or misuse. Accordingly, you agree that Nimi Kash has the right to lock, freeze, or halt access to your account at its sole discretion when it suspects any illicit activity, any use of Nimi Kash Services in contravention of our Acceptable Use Policy or these Terms, or for any other reason. Though this is a rare occurrence, we may take this step if we are concerned about unusual transactions or if we are requested or required to do so by relevant regulatory and legal authorities. You also acknowledge and agree that Nimi Kash can place a hold on a Wage Payouts sent to your connected bank accounts at any time at its sole discretion. You acknowledge that when placing a hold on a Wage Payout, Nimi Kash is under no obligation to disclose the reason and may be legally prohibited from disclosing the reason. Nimi Kash also has the right to return payments sent to your connected bank accounts to the Payor for any reason. This may occur if we are unable to verify the information you provide about your Payor or an incorrect connected account or for some other reason. Nimi Kash may return these payments to the Payor, and any costs related to this will be borne by either the Payor or you, at Nimi Kash's sole discretion. Nimi Kash will not be liable for any fees or costs caused by placing a hold on or returning a Wage Payout. Nimi Kash will not be liable for any lost profits or any punitive or consequential damages resulting from held or returned payments.

2.6 Account Suspension and Termination

We reserve the right to suspend or close your Nimi Kash account at any time for any reason. We will process any active payroll transactions prior to account closure, and when closing your Nimi Kash, except in certain cases where you may have violated the Acceptable Use Policy. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account.

2.7 Closing Your Nimi Kash Account

You may close your account and terminate your relationship with us at any time, without cost, but you will remain liable for any outstanding obligations related to your Nimi Kash account even after the Nimi Kash account is closed. Closing your Nimi Kash account will automatically terminate your ability to use our services. In certain circumstances, you will not be able to close your Nimi Kash account, including: To evade an investigation If you have a pending payroll dispute with Nimi Kash If your Nimi Kash account is subject to a hold or freeze

2.8 Holding Money in your Nimi Kash Account Nimi Kash

is not a bank. No funds are help in your Nimi Kash account. Nimi Kash is a financial wellness product that allows you to make elections for how and where you receive payroll among your existing bank accounts.

3 Your Responsibilities and Obligations

3.1 Representations

You represent and warrant: (a) you are who you claim to be in any government identification or other ID submitted to us; (b) all the information you provided to us in connection with opening an account is true and correct; (c) you are a legal, permanent resident of a country other than the United States; and (d) you have an open, functioning demand deposit (checking) account(s) for local currency and foreign fiat in your name in your country of residence, to which Nimi Kash or a local financial institution that supports the Nimi Kash Services can transfer funds.

3.2 Compliance with Laws

You represent and warrant that you will comply (and will cause your employees, agents, and representatives to comply) with all laws applicable to your business and the Services. Use of the Services is subject to all applicable sending and receiving country laws and regulations regarding the prevention of terrorist financing and anti-money laundering. Your use of the Services will comply with such laws and regulations, including, without limitation, the sanctions programs administered officials of the United States and the European Union.

3.3 Password Security and Keeping Your Email and Address Current

You are responsible for maintaining adequate security and control of any and all IDs, passwords, email accounts, phones, personal computers and any other codes or devices that you use or may be used to access your Nimi Kash account and the Services. You are responsible for keeping your mailing address, email address and the other information and documentation you have provided to us when opening your account up to date. If any of the information you have provided changes (for example, if you move, or change your email or phone number) you must inform us. In addition, if you obtain an amended [or renewed] identification document, you are responsible for providing a copy to Nimi Kash. To update any of your account information, or to provide a copy of an amended identification document, please contact nimikash@nimidev.com. We will not have any liability to you for any unauthorized withdrawal made using your password that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Accordingly, you should use a strong password and log into your account regularly and review your transfer history for unauthorized transfers or access. Nimi Kash has an account recovery process. If you have a problem accessing your account, please contact Nimi Kash customer service at nimikash@nimidev.com. Nimi Kash disclaims any financial responsibility if your Nimi Kash account is accessed by a third party such as a hacker as a result of fraud or negligence by you.

3.4 Prohibited Activities

You may not use the Services for any illegal purposes or for any services, activities, or business types we have identified as prohibited as set forth in our Acceptable Use Policy or below (each, a ‘Prohibited Activity ”). We retain full rights over the customers and the industry types we elect to service. We may amend the Acceptable Use Policy at any time by posting a revised version on our website. You may not use the Services or your Nimi Kash Account in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the Office of Foreign Assets Control of the United States Department of the Treasury. In addition, you agree that you will not use our website, your Nimi Kash account, Nimi Kash Services, to do any of the following: Receive payments from an Payor that are not Wage Payouts; Breach these Terms, our Acceptable Use Policy, or any other Nimi Kash policy or agreement between you and us; Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising); Infringe our or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; Act in a manner that is defamatory, trade libelous, threatening or harassing; Attempt to structure one or more transfer in a manner intended to evade any application transfer limitation, transaction reporting or anti-money laundering statutes Provide false, inaccurate, or misleading information regarding yourself, an Payor, or any other aspect of Wage Payout or otherwise; Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; Transfer or attempt to transfer funds to a third party account (i.e., an account that is not yours) in connection with a Wage Payout or otherwise; Take any action that imposes an unreasonable or disproportionately large load on our website, software, systems (including any networks and servers used to provide any Nimi Kash Service) operated by us or on our behalf or the Nimi Kash Services; Facilitate any viruses, trojan horses, malware, worms, or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information, or Nimi Kash Services; Use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers; Interfere or disrupt or attempt to interfere with or disrupt our website or software, or any systems (including any networks and servers used to provide any of the Nimi Kash Services) operated by us or on our behalf, any Nimi Kash Services or other users’ use of any of the Nimi Kash Services; Attempt to accept a Wage Payout from an Payor who has an operating account outside of the United States or the European Union; Take any action that may cause us to lose any of the services from our Internet service providers, local bank partners, custodial service providers, or other suppliers or service providers.

3.5 Actions We may take if you engage in Prohibited Activities

If we believe that you’ve engaged in any Prohibited Activities, we may take a number of actions to protect ourselves, our account holders, and others at any time, at our sole discretion. The actions we may take include, but are not limited to, the following: Terminate our relationship with you, the provision of Nimi Kash Services to you, and/or freeze or close your Nimi Kash account immediately and without penalty to us; Refuse to provide Nimi Kash Services to you in the future; Limit your access to our website, software, and systems operated by us or on our behalf, your Nimi Kash account or any Nimi Kash Service, including limiting your ability to receive Wage Payouts through your local bank; Hold funds in your Nimi Kash account for up to 180 days if reasonably necessary to protect against the risk of liability or if you have violated our Acceptable Use Policy or these Terms; Update inaccurate information you provided us; or Report you to the appropriate governmental agency or take legal action against you. If you violate our Acceptable Use Policy, then you are also responsible for damages caused by your violation of this policy. If we close your Nimi Kash account or terminate your use of the Nimi Kash Services for any reason, we will provide you with notice of our actions and, except as noted above.

3.6 Taxes and reporting

You are responsible for the reporting and the payment of your Taxes. In particular, you are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Services or in connection with the transaction or transactions underlying the payments facilitated by the Services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority in your home country. We are not obligated to, nor will we determine, whether Taxes apply to your receipt or withdrawal of funds, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction or services for which you are being paid. We specifically disclaim any liability for Taxes that are, or may be, imposed on payments deposited to your account or withdrawn by you. You acknowledge that we may make certain reports to national tax authorities regarding Wage Payouts that we process when required by national, state or local laws.

3.7 Changes to the Services

We will occasionally provide upgrades to the Services and its functionality to improve your experience, although these upgrades may not be consistent across all platforms and devices. You agree to take no action to interfere with such upgrades and changes to the Services. We have the right at any time to change, modify, add to, discontinue, or retire any aspect or feature of the Services including, but not limited to, the hours of availability, equipment needed for access or use, the maximum or minimum transfer amounts or the availability of the Services on any particular device or platform. We have no obligation to but will make a reasonable effort to provide you with notice of any such changes.

3.8 Dormant Accounts

If you do not sign into your Nimi Kash account for a period of six months following the expiration of your Payor’s subscription period, we reserve the right to treat your account as dormant. If we declare your account to be dormant, we reserve the right to close your Nimi Kash account and delete your transaction history. At any point you may request right to your information and we will securely transfer your account information back to you.

4. Limited Guarantees

4.1 Wage Payout Warranty - Transaction Completions

In the vast majority of cases, you will receive your Wage Payouts within minutes, though in some cases it may take up to two days. With that in mind, we make the following guaranties with respect to the timing of your transfer: Receipt Notification: We guarantee that we will notify you that you have received your Wage Payouts into your connected accounts within one business day of the payroll instruction date Nimi Kash, subject to the limitations described below. Please note that your funds may not necessarily be available for withdrawal at your local bank account due to any holding periods they have which will be out of our control.

4.2 Foreign Exchange Rate Guarantee

When you select your payroll elections, you will be offered and asked to accept a foreign exchange rate estimate to be used to convert the funds for any local currency or foreign fiat connected account(s). At the time of the payroll payout instruction, you will receive a push notification to your Nimi Kash app with the actual exchange rate and final payout amounts to your connected bank account(s) Please note that foreign exchange rates fluctuate constantly, and accordingly this guarantee is limited to the retail rates available in the marketplace at the date and time of your requested withdrawal.

5. General Provisions

5.1 Indemnification

You agree to defend, indemnify, and hold us and our employees, directors, agents, and affiliates (collectively, “ Nimi Kash Parties ”) harmless from and against and all claims, costs, losses, damages, judgments, taxes, penalties, interest, and expenses (including reasonable attorneys’ fees) based on or arising out of any claim, action, audit, investigation, inquiry, or other proceeding that relates to (a) your breach of any provision of these Terms (including our Acceptable Use Policy and other policies applicable to you); (b) your use of your Nimi Kash account and the Services; (c) your obligation to pay amounts owing to us or third parties; and (d) negligence, fraud or willful misconduct by you, your employees, contractors, or agents. In addition, you will indemnify, defend, and hold the Nimi Kash Parties harmless from and against any and all claims, costs, losses, damages, judgments, taxes, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction or services that is the basis for any payment made to you through Nimi Kash Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).

5.2 Limitation of Liability

In no event will the Nimi Kash Parties be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to these Terms or your use of your Nimi Kash account and the Services, including without limitation the use of, inability to use, or unavailability of the Services. Under no circumstances will any of the Nimi Kash Parties be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Service, the loss of any funds in your Nimi Kash account, or your personal data, in each case caused by or resulting from your failure to use or implement proper and sufficient security controls or procedures that are appropriate for your use of the Nimi Kash Services. Nimi Kash Parties assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of your Nimi Kash account and the Services; (b) any misuse of the Services or related data, including any use of the Services that contravenes our Approved Use policy; (c) any interruption or cessation of transmission to or from the your Nimi Kash account; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, or omissions in the Services or your data, or any loss or damage resulting therefrom (other than the transfer amount, for which Nimi Kash will be responsible), regardless of the manner of transmission; or (f) defamatory, offensive, or (subject to our obligation to safeguard funds in our care) illegal conduct of any third party; or (g) being prevented from, hindered or delayed by reason of acts of God, war or war-like hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labor or act of state, including currency control measures, in our performance under these Terms. In addition, the Nimi Kash Parties’ total liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by us (including any subscription or other fees paid to us) for providing the Services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability. This limitation of liability section applies regardless of the legal theory that the claim is based on, including without limitation contract, tort (including negligence), strict liability, vicarious liability, or any other basis. The limitations apply even if we have been advised of the possibility of such damage. The foregoing will apply to the fullest extent permitted by law.

5.3 No Warranty; Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND, EXCEPT AS PROVIDED IN SECTION 4 ABOVE, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE NIMI KASH PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not have any control over your provision of the products or services that you are being paid for with the Services or your proper billing for the same. Nor do we have any control over Payors from whom you are expecting or are owed payment. We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our site may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests for Wage Payouts involving your account are processed in a timely manner but, except to the limited extent provided in Section 4 above, we make no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in foreign or domestic banking systems in general, delays on the part of our foreign and/or local agents and delays or possible service interruptions at Nimi Kash partner service providers. Certain Services may not be available to you based on residency, geographic location or other eligibility criteria. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

5.4 Entire Agreement

These Terms and all policies and procedures that are referenced herein or incorporated by reference (including, without limitation, the Acceptable Use Policy and the Consent to Electronic Delivery) constitute the entire agreement between you and Nimi Kash for provision and use of your Nimi Kash account and the Services. Except where expressly stated otherwise in a writing executed between you and us, these Terms will prevail over any conflicting policy or agreement for the provision or use of your Nimi Kash account or the Services. These Terms set forth your exclusive remedies with respect to your Nimi Kash account and the Services. If any provision or portion of these Terms is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

5.5 Modification

In the event that we make changes to these Terms, we will post the new terms on our website. You agree to the new-posted terms by continuing your use of your Nimi Kash account and the Services. If you do not agree with the modified terms, your sole remedy is to close your Nimi Kash account and discontinue using the Services.

5.6 Waiver

The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision. No delay or omission on our part to avail ourselves of any right that we have or may have under these Terms shall operate as a waiver of any such right by us.

5.7 Intellectual Property

If you do not sign into your Nimi Kash accounAll right, title, and interest in the Services and associated software, website and technology, including all intellectual property rights therein, are and will remain with Nimi Kash, or our partners, affiliates or third party licensors. No right or interest in the intellectual property pertaining to the Services is conveyed herein. The software, website and the Services are protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted in these Terms are reserved.t for a period of six months following the expiration of your Payor’s subscription period, we reserve the right to treat your account as dormant. If we declare your account to be dormant, we reserve the right to close your Nimi Kash account and delete your transaction history. At any point you may request right to your information and we will securely transfer your account information back to you.

5.8 Agreement to Arbitrate

Arbitration: In the interest of resolving disputes between you and Nimi Kash in the most expedient and cost-effective manner, you and Nimi Kash agree that every dispute arising in connection with this these Terms, your Nimi Kash account, or the Services will be resolved by binding arbitration to be conducted in the United States in the State of California. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same monetary damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in these Terms) and must enforce applicable statutes of limitation and legal defenses. Your agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, your Nimi Kash account or the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. BY ENTERING IN THIS AGREEMENT, YOU AND NIMI KASH ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS. Waiver of Class Actions and Right to Trial by Jury. To the fullest extent permitted by law, you waive any right to a trial by jury and you agree that you may bring claims against Nimi Kash only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION . Procedures. Any arbitration between you and Nimi Kash will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and, where the claim is by or against a natural person and involves a product or service for personal or household use then the AAA Consumer Rules (collectively, “ AAA Rules ”) of the American Arbitration Association (the “ AAA ”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org. Notice. If you intend to seek arbitration, you must first send a written notice (“ Notice ”) of your claim or dispute to Nimi Kash by certified mail or by Federal Express (signature required) to: 7150 Woodrow Drive, Oakland, CA 94611 Attn: LEGAL, with a copy to nimikash@nimidev.com. The Notice must describe: (a) the nature and basis of the claim or dispute; and (b) the remedy that you want (“ Demand ”). You and Nimi Kash agree to make good faith efforts to resolve the claim directly, but if you and Nimi Kash do not reach an agreement within 30 days after the Notice is received, you or Nimi Kash may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Nimi Kash must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Fees. If you commence arbitration in accordance with these Terms, the payment of fees related to the arbitration will be decided by the AAA Rules. However, if the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), You agree to reimburse Nimi Kash for any fees paid on your behalf that would otherwise be your obligation under the AAA Rules. Location. The arbitration hearing will take place at a location to be agreed upon in Oakland, California, USA. If your claim is for one thousand ($1,000) or less, you may request that the arbitration be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules. Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of this Section 5.8, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual (non-class, non-representative) action in small claims court in the United States so long as such action remains in small claims court; (b) pursue a private general attorney action where arbitration cannot be required under applicable law; (c) seek injunctive relief in a court of law in the United States; or (d) file suit in a court of law to address an intellectual property infringement claim.

5.9 Governing Law and Venue

Nimi is a U.S. company. Except to the extent inconsistent with or preempted by federal law, the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Nimi Kash. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue of any state or federal district court sitting in the county of Alameda in the state California.

5.10 Assignment

You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms at any time. These Terms shall inure to the benefit of all permitted successors and assigns.

5.11 Force Majeure

Neither we nor you will be liable for any delays in processing or other nonperformance caused by telecommunications utility failures, or equipment failures; labor strife, riots, war, or terrorist attacks; global pandemics; nonperformance of our partners or affiliates, fires or acts of nature; or any other event over which we have no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay annual subscription fees under these Terms.

5.12 Severability

In the event that any provision contained herein shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from these Terms, the remainder hereof shall remain in full force and effect and enforceable.

5.13 Survival

The following shall survive the termination of these Term: (i) all liabilities accrued under these Terms prior to the effective date of termination; (ii) all provisions that give rise to a party’s ongoing obligation; (iii) all provisions of Sections 5.1, 5.2, 5.3, 5.7, 5.8, and 5.9 of these Terms; and (iv) any other terms which by their nature should survive.

5.14 Notices to You

You agree that we may provide you communications about your Nimi Kash account and the Services electronically to the email address or by mail to the mailing address registered on your Nimi Kash account. Any electronic communications will be considered to be received by you within 24 hours after the time we post it to our website or email it to you. Any communications sent to you by postal mail will be considered received by you seven (7) business days after we send it.

5.15 Notices to Us

Notices to Nimi Kash must be sent to 7150 Woodrow Drive, Oakland, CA 94611 Attention: Legal, with a copy to nimikash@nimidev.com.

5.16 Contacting Us

You may contact us at any time by email to nimikash@nimidev.com. Acceptable Use Policy This Acceptable Use Policy lists entities and activities that Nimi Kash prohibits or limits because they may be illegal or inappropriate in connection with the use of our Services and applies to any person or entity using our Service and any transfers that we are asked to process. Nimi Kash retains full rights over the customers and the industry types we elect to service. We may amend this Acceptable Use Policy at any time by posting a revised version on our website. You are independently responsible for complying with all applicable laws in all of your actions related to your use of the Nimi Kash Services, regardless of the purpose of the use. In addition, you must not open a Nimi Kash account or otherwise use Nimi Kash Services if any of the following apply to you. Prohibited Users and Activities You may not use Nimi Kash Services if you are, or for: Countries, governments, entities and individuals subject to sanctions or included in any applicable internal lists; Customers engaged in the defense sector or the manufacture or production of arms, military equipment or weapons of mass destruction. This includes, but is not limited to: anti personnel mines, chemical weapons, cluster munitions, military equipment or technology, nuclear weapons, military and dual-use equipment, internal repression equipment and security and police equipment; There may be instances, dependent on the customer type or nature of business that may require an analysis of the customer’s activity/operations in the defense sector and annual revenue and percentage of sales/revenue attributed to the above referenced defense sector activities. Anonymous or numbered accounts or Customers seeking to maintain an account in an obviously fictitious name; New bearer share issuance or issued bearer shares that have not been immobilized or are not with an approved custodian; Customers whose identities are not known or cannot be verified; Customers exited for financial crime concerns. In addition, customers or related parties where there is a strong suspicion or direct evidence that criminal activity has taken place, where a criminal offence has been committed and charges have been brought or where there is a suspicion of terrorist financing; Shell banks – i.e., an entity that has no physical existence in the country in which it is incorporated and licensed, and which is unaffiliated with a regulated financial group that is subject to effect consolidated supervision (Section 313 of the USA PATRIOT Act); Unlicensed or unregistered money services businesses – i.e., companies offering services involving money/currency exchange, money transfer, cheque cashing, and issuing or selling travelers cheques, money orders or stored value cards that meet the regulatory definition; Internet Gaming Companies, their principals, and their payment processors and companies whose main source of revenue is derived from either the development of gambling software or hosting environments as defined in the Unlawful Internet Gambling Act of 2006 (UIGEA) and Prohibition of Funding of Unlawful Internet Gambling (“ Regulation GG ”); Adult entertainment businesses, escort services and sexually oriented or pornographic products and services; Payday lenders, their owners and principals; Missions, embassies and consulates; In addition, Nimi Kash services may not be used in Brazil for the offer, purchase or sale of, or by companies that are engaged in the offer, purchase or sale of, the following goods or services: alcohol, tobacco or nicotine; precious metals; controlled substances or other products that pose a risk to consumer safety; drugs or similar illegal substances, including substances for the manufacture of drugs; unauthorized file sharing; live animals; legal or medical advice; medications or tools for the production, handling or consumption of medications; military weapons or explosive devices; products or services sold by multi-level marketing companies or pyramid schemes; products or services sold by political or religious organizations; products that infringe of violate intellectual property rights, such as patents, trademarks, or copyrights;