Terms of Service

1. Acceptance of Terms

By accessing or using the Mecca Gateway platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Platform. These Terms constitute a legally binding agreement between you and Mecca Gateway.

2. Description of Services

Mecca Gateway provides an institutional-grade OTC escrow platform for gold and critical minerals sourced from Sierra Leone. Our services include:

• Deal origination and curation from verified mining cooperatives and OTC desks.
• Escrow services for capital commitments via fiat payment service providers and USDC on Layer 2 networks.
• KYC/AML verification and compliance monitoring for all participants.
• Transaction tracking, reporting, and digital receipt generation.
• ESG metrics and traceability data for responsible investment decisions.

3. Eligibility and Account Registration

To use the Platform, you must:

• Be at least 18 years of age and have the legal capacity to enter into binding agreements.
• Complete our KYC/AML verification process and provide accurate identity and business documentation.
• For investors: Meet the accredited investor or qualified purchaser requirements of your jurisdiction.
• For institutional users: Provide valid corporate registration and authorized signatory documentation.
• Not be located in, or a citizen or resident of, any jurisdiction where the use of our services would be prohibited.

You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

4. Deals and Transactions

4.1 Deal Structure

Each deal on the Platform involves the purchase or financing of physical gold or critical minerals from verified cooperatives in Sierra Leone. Deals are structured with specific terms including: mineral type, volume, pricing, escrow conditions, and settlement mechanics.

4.2 Escrow Services

Funds committed to deals are held in escrow—either through regulated payment service providers (for fiat) or smart contracts (for USDC)—until the agreed conditions are satisfied. Release of escrow funds occurs upon verification of shipment, assay reports, and other deal-specific milestones.

4.3 Settlement

Upon successful completion of deal conditions, funds are released to the appropriate parties according to the deal terms. You acknowledge that physical mineral transactions involve inherent risks including delays, assay variances, and market fluctuations.

5. Fees

Mecca Gateway charges fees for its services, which may include:

• Platform fees on completed transactions.
• Escrow and settlement fees.
• KYC/AML verification fees for certain user categories.
• Payment processing fees charged by third-party providers.

All applicable fees will be disclosed before you commit to any transaction. Fees are non-refundable except as expressly stated.

6. Risk Disclosures

By using the Platform, you acknowledge and accept the following risks:

• Commodity Risk: Gold and mineral prices fluctuate based on global market conditions.
• Operational Risk: Mining operations may face delays, regulatory changes, or force majeure events.
• Counterparty Risk: Despite our verification processes, counterparties may fail to perform their obligations.
• Regulatory Risk: Changes in laws or regulations may affect the availability or terms of our services.
• Technology Risk: Smart contracts and blockchain systems may contain vulnerabilities or experience disruptions.
• Jurisdiction Risk: Cross-border transactions involve multiple legal frameworks and enforcement complexities.

Participation in deals on the Platform is suitable only for sophisticated investors who can bear the loss of their entire investment.

7. Prohibited Activities

You agree not to:

• Provide false, inaccurate, or misleading information during registration or transactions.
• Use the Platform for money laundering, terrorist financing, or other illegal activities.
• Circumvent or attempt to circumvent our verification and compliance processes.
• Access the Platform using automated means without our express authorization.
• Interfere with or disrupt the Platform's infrastructure or security measures.
• Engage in market manipulation, front-running, or other fraudulent trading practices.

8. Intellectual Property

All content, trademarks, and technology on the Platform are owned by or licensed to Mecca Gateway. You may not copy, reproduce, modify, or distribute any portion of the Platform without our prior written consent. Your use of the Platform does not grant you any ownership rights in our intellectual property.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MECCA GATEWAY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR INVESTMENT RETURNS.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE FEES PAID BY YOU TO MECCA GATEWAY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify and hold harmless Mecca Gateway and its affiliates from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your breach of applicable laws or regulations.

11. Dispute Resolution

Any disputes arising from these Terms or your use of the Platform shall be resolved through binding arbitration in accordance with the rules of a mutually agreed arbitration institution. The arbitration shall be conducted in English, and the seat of arbitration shall be determined based on the parties' agreement. You waive any right to participate in class action lawsuits or class-wide arbitration.

12. Termination

We may suspend or terminate your access to the Platform at any time for violation of these Terms, suspected fraud or illegal activity, regulatory requirements, or at our sole discretion with reasonable notice. Upon termination, you remain responsible for any outstanding obligations, and provisions that by their nature should survive (including indemnification and limitation of liability) will continue in effect.

13. Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Platform with reasonable advance notice. Your continued use of the Platform after such notification constitutes acceptance of the modified Terms.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction where Mecca Gateway is incorporated, without regard to conflict of law principles.

15. Contact Information

For questions about these Terms of Service, please contact us at: