Terms & Conditions

Definition of "Black Star": In this document, "Black Star" refers to Black Star Group Ltd., including its mobile application, website, and related services. Black Star Group's fully-owned subsidiaries, Black Star Advisors Ltd. ("BSA") and Black Star Brokerage Ltd. ("BSB") are licensed and regulated by the Securities and Exchange Commission (SEC) of Ghana to provide investment advisory and brokerage services. These Terms and Conditions govern your use of the Black Star App and all services provided through it (collectively, the "Service"), and they supplement any other agreements you may have with BSA or BSB (such as specific account or customer agreements). In the event of any conflict between these T&C and a specific account agreement, the account agreement will prevail for matters related to that account.

By accessing or using the Black Star App or website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, as well as all policies referenced herein (such as our Privacy Policy). If you do not agree, do not use the Service.

By creating an account or using any part of the Service or content provided through the Service (the "Content" as defined below), you indicate your acceptance of these Terms and Conditions. This forms a binding legal agreement between you and Black Star. You agree to comply with these Terms and any applicable laws and regulations. If you are an existing customer of BSA or BSB, note that your use of the Black Star App is also subject to any additional terms in your Customer Agreement or other contracts for your investment account(s). In case of any material changes to these Terms, we will notify you or update the "Terms & Conditions" link in the app/website; continuing to use the Service after an update means you agree to the revised Terms.

a. Eligible Users: The Black Star App is intended for Ghanaian citizens and residents who hold a valid Ghana Card (National ID). It is designed for use by individuals 18 years or older who can form legally binding contracts. Ghana residents only: the Service and Content are intended for use exclusively by residents of Ghana (including Ghanaian nationals living abroad). Nothing in the Service constitutes an offer or solicitation in any jurisdiction where it would be unlawful. In particular, U.S. citizens and U.S. residents (or any person considered a "U.S. Person" for regulatory or tax purposes) are not eligible to open an account or use the Service. Black Star reserves the right to decline applications or restrict Service in any other jurisdiction as required by law or internal policies.

b. Account Registration: To use the Service, you must create an account and complete our registration and Know-Your-Customer (KYC) verification process. You agree to provide accurate, current, and complete information during registration (including your identity, residency, contact details, etc.) and to promptly update any information that changes. We may require you to submit identification documents (e.g. Ghana Card, passport) and other information to verify your eligibility and to comply with anti-money laundering (AML) and anti-fraud regulations. You represent and warrant that all information you provide is truthful and that you are not prohibited from using the Service under any applicable laws (for example, you are not on any sanctions or watch list, and you are using only your own lawful funds).

Black Star may, at its sole discretion, refuse to open an account, limit your access to certain services, or close/suspend your account if you do not meet eligibility requirements or if required for legal compliance (for example, if you become a U.S. Person, or fail to pass our compliance checks). You are responsible for maintaining the confidentiality of your account login credentials; do not share your password or allow others to access your account. You agree to notify Black Star immediately if you suspect any unauthorized use of your account or any security breach. You are responsible for all activities that occur under your login (unless caused by Black Star's breach of these Terms).

Black Star provides a digital investment platform with two main service offerings: "Active Invest" and "Auto Invest."

a. Licensing and Regulation: Black Star (through BSA and BSB) is licensed and regulated by the Securities and Exchange Commission, Ghana (SEC Ghana). Black Star is committed to complying with all applicable Ghanaian laws and SEC regulations in the operation of the Service. In addition, Black Star Brokerage Ltd. is a licensed dealing member of the Ghana Stock Exchange (GSE). This dual regulation allows Black Star to legally operate as an investment advisor and broker-dealer within Ghana's capital market ecosystem. By using the Service, you agree to comply with all applicable laws, regulations, and rules as prescribed by SEC Ghana, the Ghana Stock Exchange (GSE), and any other competent Ghanaian authority that governs investment operations and capital markets.

You also agree not to use the Service to engage in any activity that would violate any law or regulation, including securities laws or anti-money laundering laws. Black Star may monitor and report transactions or activities as required by regulators. All services and investments offered are made in accordance with the licenses and permissions granted by SEC Ghana.

b. No Distribution Outside Ghana: All services and investments offered through the Black Star App are made in accordance with the licenses and permissions granted by SEC Ghana and GSE. The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. In particular, Black Star does not onboard U.S. citizens or residents, or any person considered a "U.S. Person" for regulatory or tax purposes.

c. Customer Responsibility: You are responsible for your own compliance with any laws that apply to you because of your nationality, residence, or the origin of funds. For example, if you relocate or your status changes (such as becoming a U.S. resident or citizen), it is your duty to inform Black Star and possibly close your account if you no longer meet our eligibility criteria. You confirm that the money you invest through Black Star comes from legitimate sources and not from illegal activities. Black Star may require additional information or documentation from you at any time to comply with regulatory requirements, and failure to provide such information may result in account suspension.

To invest through the Black Star App, you will need to deposit funds into your account. Funds may be held in a segregated client bank account or custodial account as per regulatory requirements, separate from Black Star's own assets. You agree to fund your account only from bank accounts or other payment sources in your own name.

No Third-Party Payments: Withdrawals from your Black Star account will only be made to your linked bank account (or other approved payout method) in your name, subject to our withdrawal procedures and any security verifications. You must maintain sufficient cleared funds in your account before placing buy orders. Black Star does not extend credit for trades (no margin trading), and we will not execute a purchase order if your account balance is insufficient to cover the cost (including any applicable fees).

Funds in your account that are not invested in securities may earn no interest (unless explicitly stated otherwise). Black Star is not a bank; any cash balances are held with licensed financial institutions on your behalf and may be subject to those institutions' terms. You may request withdrawal of available cash from your account at any time, subject to settlement of any pending trades and completion of any required anti-fraud or security checks. Withdrawal requests will be processed in a timely manner, but transfer times can vary depending on the receiving bank and method. Black Star is not responsible for delays once funds are transmitted to your bank or payment method. We may set minimum or maximum limits on deposits or withdrawals for security or regulatory reasons, and will inform you of any such limits if applicable.

When using Active Invest, you may place orders to buy or sell securities through the app. Orders must be placed through the authorized channels (the Black Star mobile app or website, or any other interface we provide). You are responsible for reviewing your orders for accuracy (correct security, amount, price, etc.) before submission. Once submitted, an order may not be cancellable if it has already executed or been sent for execution. Black Star is authorized to act on any instruction received through your authenticated account (using your credentials or other security verification) without further inquiry. We may, but are not obligated to, seek confirmation if an order seems unusual for your account; you bear the risk of any unintended orders placed from your account.

a. Execution of Orders: Black Star will route your orders to the appropriate market or execute them through BSB's trading facilities in accordance with applicable exchange rules and regulations. For local securities (e.g., stocks or bonds listed on the Ghana Stock Exchange or Ghana's primary dealer network for Treasuries), BSB will execute orders on those local markets or directly with the issuer in the case of primary issues (like new Treasury bills). For foreign securities (e.g., international stocks, ETFs, or bonds), Black Star may route your orders through foreign brokerage partners or trading systems, and those assets will be held in custody by our global custodian partners (see Section 8 on Asset Safety).

We will use best efforts to execute your orders promptly and on the best available terms, taking into account price, cost, speed, and likelihood of execution. However, you acknowledge that markets are volatile and subject to liquidity constraints; we do not guarantee that any order will be filled in full or at your desired price. Orders may be partially executed or delayed due to market conditions or technical issues.

b. Price Quotes: Any real-time quotes or price data displayed in the app are for informational purposes. Actual execution prices may differ, especially for market orders or in fast-moving markets. Black Star and our data providers do not guarantee the accuracy or timeliness of price quotes, and we are not liable for losses due to reliance on quoted prices that turned out inaccurate or out-of-date.

c. Fractional Shares: For certain foreign securities (such as U.S. stocks), Black Star may allow you to purchase or sell fractional shares. When you place an order for a fractional share, Black Star (or its custody partner) will endeavor to combine your order with those of other clients to purchase whole shares, then allocate the appropriate fraction to your account. You will own a beneficial fractional interest in the security.

d. Limited Rights on Fractionals: You are entitled to dividends or distributions and a proportional share of any split or other corporate action, based on your fractional holding. However, some shareholder rights may not apply or may be limited for fractional share owners. For example, you typically will not be able to exercise voting rights for a fraction of a share, or attend shareholder meetings. Fractional shares cannot usually be transferred to another brokerage outside of Black Star; if you initiate an account transfer, fractional positions may need to be liquidated to cash. Black Star provides fractional investing to facilitate diversification and access to high-priced securities, but we reserve the right to discontinue or change the terms of fractional share offerings. If you own a fractional share and a corporate action occurs that cannot be accommodated in fractions (for instance, a mandatory reorganization), Black Star will handle it in a commercially reasonable manner, such as selling the fractional portion and crediting cash to your account.

e. Order Settlement: Transactions will settle according to the rules of the relevant market. For equities and bonds, standard settlement cycles (e.g. T+2 business days for many markets, or as per market convention) will apply. For Treasury bills or money market instruments, settlement might be T+1 or as announced for each issue. Please note: for local equities listed on the Ghana Stock Exchange (GSE), settlement can take up to T+3 business days (i.e., three business days after the trade execution date), in line with the GSE's clearing and settlement framework. You should be aware that the proceeds from any sale will only be available for withdrawal after settlement is completed. Conversely, when you buy a security, you must have funds available at the time of trade execution, but the actual debiting of your account will coincide with settlement. Black Star will credit your account with any sale proceeds or interest/dividends on the day we receive them.

f. Trade Confirmations and Statements: You will receive electronic trade confirmations for each transaction, detailing the date, security, quantity, price, fees, and other pertinent information. In addition, periodic account statements will be provided (at least quarterly, or monthly if you have account activity in that month) showing your holdings and transactions. It is your responsibility to review all confirmations and statements for accuracy and to report any discrepancies or unauthorized activity to Black Star promptly (ideally within 10 business days of receipt).

g. Right to Reject or Cancel Orders: Black Star may, at its discretion, reject or cancel any order you submit, or halt the execution of orders, for reasons including but not limited to: insufficient funds or securities in your account; suspicion of fraudulent or illegal activity; regulatory restrictions; erroneous or clearly erroneous orders; market conditions such as trading halts or suspension of the security; or if the order violates these Terms or other policies. We will inform you as soon as possible if we cancel an order you placed and, if applicable, the reason (unless legal constraints prevent us from doing so). Black Star is not liable for any losses, lost opportunities or costs arising from the rejection or cancellation of an order in such circumstances, provided we acted in accordance with these Terms and our regulatory obligations.

a. Local Assets (Central Securities Depository): All Ghanaian securities (such as stocks listed on the Ghana Stock Exchange, local bonds, or local Treasury bills) that you purchase through Black Star will be held in secure electronic form in Ghana's Central Securities Depository (CSD).

There are two ways by which assets can be held safely:

b. Omnibus Structure: By default, Black Star Advisors Ltd. (BSA), acting under its execution-only fund management service, facilitates custody of these local securities through a pooled omnibus account at the CSD. This omnibus account is held for safekeeping by a licensed Ghanaian custodian bank, which records the total aggregate holdings on behalf of Black Star clients.

However, Black Star is solely responsible for the internal administration of this account. We maintain detailed client-level records that identify the specific securities and quantities attributable to each individual client. While the custodian bank holds the pool at the CSD, it does not track individual client positions; that responsibility rests entirely with Black Star.

This setup enables fast and efficient market access while safeguarding client ownership, as all securities held under this structure remain in trust for clients and segregated from Black Star's proprietary assets.

c. Optional Personal CSD Account: If you prefer, and subject to any applicable procedures or fees, you may request to have your Ghana securities held in a personal CSD account in your own name. This would mean the securities are registered directly to you in the CSD system. Black Star will facilitate opening such an account for you upon request, however please note the following:

• Discretionary Approval: Opening a personal CSD account is not automatic and is subject to certain criteria set by Black Star. Generally, it is offered to clients who meet certain thresholds based on portfolio size, trading frequency, or regulatory requirement.
• Request Required: Clients who wish to open a personal CSD account must formally request it and may be required to complete additional documentation or KYC procedures. Black Star will review each case and provide guidance on next steps if eligibility is met.

In either case, whether held in an omnibus account or personal CSD account, your beneficial ownership of your securities is recognized and protected. Black Star will maintain accurate records of the portion of the omnibus account that belongs to you.

d. Segregation of Assets: Client securities held at the CSD, through Custody (and any cash held for investment) are kept separate from Black Star's own corporate assets. Black Star ensures that client assets are segregated and not commingled with the firm's assets, providing protection in the unlikely event of Black Star's insolvency. In such an event, your securities should remain your property and not be available to Black Star's creditors.

e. Foreign Assets (Global Custodians): Any securities or investments in non-Ghanaian markets (e.g., foreign stocks, ETFs, foreign bonds, etc.) that you purchase via the Black Star App will be held for safe-keeping with one or more licensed global custodian banks or broker-dealers through our local custody partners. These custodians are reputable financial institutions regulated in their home jurisdictions (for example, a well-known international brokerage or custodian bank). The foreign assets may be held in an omnibus account under Black Star's name or that of BSB (or its nominee) on the books of the custodian, with records kept by Black Star to allocate the appropriate holdings to each client.

f. Trust Arrangement: Black Star or BSB will hold the rights to those foreign securities in trust for you, meaning that although your name may not appear on the foreign registry, you retain beneficial ownership of the assets. Black Star will instruct the custodian on corporate actions (dividends, splits, etc.) and will credit your account with any proceeds or entitlements from your foreign holdings. Foreign custodians may also have sub-custodians or depositaries in various markets; Black Star will use diligence in selecting and monitoring such custodians, but note that the laws and regulations of the foreign jurisdictions will govern your rights and protections for those assets.

g. Risks in Foreign Custody: Holding assets in foreign markets can involve certain risks, such as different insolvency laws, possible withholding taxes on income, or political/regulatory risks in the custodian's jurisdiction. Black Star will make best efforts to safeguard your international investments by using well-capitalized and regulated custodians. However, Black Star is not liable for losses that directly result from the failure, bankruptcy, or malfeasance of the custodian or any sub-custodian, provided we have exercised reasonable care in their selection and continued use. (We will, of course, pursue all available legal remedies through our local partners to recover client assets in such an event.)

h. Custody Statements and Reconciliation: Black Star will reconcile its records regularly with those of the CSD and the global custodians to ensure accuracy. You will see your holdings (local and foreign) consolidated in your account statements in the app. You have the right to request information about where and how a particular asset is held. If you have a personal CSD account, you may also receive statements or confirmations directly from the CSD. If you have any concern about the custody of your assets or notice any discrepancy, notify us immediately so we can investigate and resolve it.

i. No Lending of Assets: Unless explicitly agreed in a separate arrangement (for example, if Black Star introduces margin accounts or securities lending programs in the future, which would be subject to additional terms), Black Star will not lend out your securities or use them as collateral. Your assets are held for your benefit only. Black Star likewise will not use your cash balances for its own purposes (except to place them in a pooled client trust account at a custody bank, as required, for safekeeping).

Using the Black Star App and its investment services may incur certain fees and charges.

a. Transparent Fee Structure: Black Star is committed to transparency in fees. A schedule of our current fees, commissions, and charges is provided in the app/website or in your account documentation (the "Fee Schedule"). This may include, for example: brokerage commissions on trades, percentage-based fees on assets under management (for Auto Invest, when launched), custodian or withdrawal fees, foreign exchange conversion fees (if you invest in assets denominated in other currencies), and other service fees (such as account inactivity fees or third-party charges like SEC/GSE levies, where applicable). We may also earn revenue from certain services such as interest rate spreads on uninvested cash or other financial arrangements, but any such indirect fees will be disclosed.

b. Agreement to Pay Fees: By using the Service, you agree to pay all applicable fees and charges as described in the Fee Schedule or these Terms. Fees may be deducted directly from your account balance. For example, commissions on a trade will typically be deducted from the settlement amount, and custody or platform fees (if any) may be charged monthly or quarterly by debiting your account. You are responsible for maintaining sufficient funds in your account to cover fees. If any fees or charges remain unpaid (for instance, due to insufficient balance), Black Star reserves the right to recover those amounts, including by liquidating some of your investments if necessary, after providing notice and a reasonable opportunity for you to deposit additional funds.

c. Changes to Fees: Black Star may update the Fee Schedule from time to time. We will notify you of any material changes to fees or the introduction of new fees via email, in-app notification, or an update on our website, in accordance with applicable regulations. Typically, fee changes will not be retroactive; they will apply going forward from the effective date of the change. If you do not agree with a new or increased fee, you have the right to stop using the Service and close your account before the change takes effect (subject to settling any outstanding obligations). By continuing to use the Service after a fee change, you accept the new fees.

d. No Hidden Charges: Black Star will not charge any fee that is not clearly disclosed. However, note that some investments have built-in costs that are not paid to Black Star directly (for example, management fees of a mutual fund or ETF, or bid/ask spreads in trading). Those costs are inherent to the products and markets and may affect your returns. Black Star's own fees (such as commissions or advisory fees) will be clearly delineated in statements or confirmations. If you have any questions about how we earn money or what a particular charge on your account is for, please contact us for clarification.

e. Taxes: Fees are generally quoted exclusive of any taxes. If any value-added tax (VAT) or similar tax is applicable to the services or fees, we will add it to the charges as required by law and remit it to the tax authorities. You are responsible for your own tax reporting and obligations arising from your investments (see Section 10, Risk Disclosures, regarding tax implications).

a. Investing Risk: By using the Black Star App to invest in securities and financial instruments, you acknowledge and accept that investing entails risks. The value of investments can go down as well as up, and you may receive back less than you initially invested. There is no guarantee that you will earn a profit or avoid losses. Below are key risk disclosures to ensure you understand the risks involved.

b. Market Risk: The prices of stocks, bonds, and other securities can be volatile. They fluctuate due to market conditions, economic events, issuer performance, and geopolitical developments. An investment's past performance is not indicative of future results. Securities that have risen in value may later fall, and vice versa. There is always the possibility of losing some or even all of your invested capital.

c. No Guaranteed Returns: Black Star does not guarantee any returns or performance of your investments. Except for certain fixed-income instruments like Treasury bills or bonds which promise repayment of principal at maturity (subject to the issuer's credit risk), most investments have no guaranteed return. Even "low-risk" investments carry some risk (for example, government bonds are subject to interest rate risk and inflation risk, and, while rare, even governments or companies can default). Be wary of any investment that sounds too good to be true or "guaranteed". By regulation, Black Star and its representatives will not offer or promote any product as having guaranteed returns.

d. Diversification and Concentration Risk: While the platform offers a range of asset classes (from equities to fixed income to funds), how you use them is up to you in Active Invest. Putting all your money in one or a few investments can be very risky. Diversification (spreading your investments across different assets or sectors) can mitigate risk but cannot eliminate it entirely. Even a diversified portfolio can lose value in certain market conditions (e.g., a broad market downturn).

e. Liquidity Risk: Some securities, especially certain bonds or less traded stocks, may be illiquid at times, meaning you could have difficulty finding a buyer when you want to sell, or you may only be able to sell at a significant discount to the last traded price. During market stress, even normally liquid investments can become hard to trade. Black Star cannot guarantee that there will always be a market for any security you hold or that you will be able to liquidate your positions on demand.

f. Foreign Investment Risks: When you invest in foreign securities, you face additional risks such as currency risk (if the asset is denominated in a currency different from your base currency GHS, changes in exchange rates can affect the value), political or regulatory risk in the foreign country, and differences in accounting or disclosure standards. Events in global markets can impact foreign investments (e.g., changes in foreign interest rates, political instability, or international conflicts). Additionally, foreign investments may involve withholding taxes on dividends or income, which could reduce your returns; it is your responsibility to understand any tax treaty benefits or reclaim procedures if applicable (Black Star and its custodians will handle standard withholding as required, but we do not provide tax advice).

g. Technology and Operational Risks: Using a digital platform entails the risk of technical failures or bugs. These could, in extreme cases, delay execution of your orders or cause erroneous displays of your account information. Black Star employs robust security and backup measures, but no system is infallible. You should maintain alternative means of accessing your account or contacting us (for example, if the app is down, you might call our support line to get an update or place a critical order). Black Star is not responsible for losses due solely to unforeseen technical issues or events outside our control (such as power outages, internet disruptions, hacking incidents, etc.), provided we have taken reasonable measures to prevent and mitigate such issues.

h. Auto Invest and Model Risk: If you choose to use the Auto Invest service once it is launched, you should understand that the portfolio recommendations are generated by algorithms based on assumptions and historical data. Model risk is the risk that the mathematical models or assumptions used might be wrong or not suited to future market conditions. Auto Invest might underperform or lose money, especially in unusual or extreme market events that were not anticipated by the algorithms. You should continue to review the performance of any automated portfolio and decide if it remains appropriate for you. You can usually adjust your risk settings or opt out of Auto Invest if you are not comfortable, but you are responsible for monitoring it. Do not assume "set and forget" will always work.

i. Personal Circumstances: Black Star does not automatically adjust your investments based on changes in your personal financial situation unless you are using Auto Invest and you update your profile. It is your responsibility to ensure that the investments you hold are suitable for your current financial situation and goals. If your circumstances change (income, expenses, family situation, etc.), consider whether your investment strategy should also change.

j. No Investment Advice or Fiduciary Duty (Active Invest): When you engage in self-directed trading via Active Invest, Black Star's role is to execute your orders, not to advise you. We are not acting as your financial advisor or fiduciary for Active Invest. Any tools, educational content, or market information we provide are general in nature and not tailored to your personal situation. You should consult a qualified financial advisor if you need personal investment advice. Black Star's employees or agents may answer your customer service questions or provide you with factual information, but they will not provide personalized investment recommendations unless explicitly authorized and in writing as part of a specific advisory service.

This Risk Disclosure section is not exhaustive. There may be other risks that arise from specific investments or evolving market conditions that are not listed here. You agree that you understand the risks of investing and that you, not Black Star, are responsible for your investment decisions and for any losses that may occur. Black Star will not be liable for investment losses or unrealized gains/losses on your portfolio, as those outcomes are a function of market forces and your choices.

As a condition of using the Service, you agree to the following responsibilities and conduct requirements:

a. Accurate Information: You must provide truthful, accurate, and complete information to Black Star at all times, both during signup and afterwards. This includes personal identification details, contact information, tax residency status, and any other information we request for regulatory or compliance reasons. If any of your information changes (for example, you change address, your name legally changes, you obtain a new citizenship, etc.), you agree to update your Black Star account promptly or inform us so we can update our records. Do not use false identities or impersonate any other person or entity when using the Service.

b. Account Security: You are responsible for keeping your account credentials (username, password, PIN, and any biometric or two-factor authentication device) secure and confidential. Do not share access to your account with anyone. Black Star's platform may allow you to use security features like two-factor authentication or biometric login, and we strongly encourage you to utilize these features for added protection. If you believe your account has been compromised or someone else has obtained your login details, you must notify Black Star immediately. We may ask you to reset credentials or take other steps to protect the account. Black Star will never ask you for your password via email or phone; beware of phishing attempts and always ensure you are logging in through the official app or website.

c. Use of the Service: You agree to use the Black Star Service and Content for your personal, lawful investment purposes only. You must not use the Service for any unlawful, fraudulent, or unauthorized activity. This includes, but is not limited to: engaging in money laundering or attempting to disguise the origin of funds; attempting to manipulate markets or engage in insider trading or any form of securities fraud; using the platform to promote Ponzi schemes or any investment scams; or exploiting the platform in a way not intended by Black Star (such as accessing data you are not entitled to, or using automated scripts outside provided APIs without permission).

d. One Account; No Third-Party Trading: Each user is generally allowed to open one account in their own name (unless multiple accounts are specifically permitted by Black Star for different product offerings). You may not open accounts under different names or for the benefit of others without disclosure (except as allowed for joint accounts, custodial accounts, or other account types we may introduce, which will have their own rules). You agree that you will not allow any other person to trade or transact on your account. If you are getting advice from a third-party advisor, that advisor should not be placing orders on your behalf through your personal login (unless through an authorized power-of-attorney arrangement approved by Black Star). You also agree not to use your account to trade for others or act as an unlicensed broker. If you want someone else to have trading authority on your account (for example, a financial advisor or a family member acting as agent), you must contact Black Star to see if a formal arrangement (like a limited power of attorney) is available and permitted.

e. Communication with Black Star: You agree to maintain valid contact information (email and phone number) in your profile so that Black Star can reach you with important notices. When communicating with our customer support or other representatives, you will be respectful and truthful. You will not abuse, harass, or threaten Black Star employees or use foul language. Any form of abusive behavior can result in account suspension or termination. If you send instructions or requests via email or chat (in cases where that is allowed), you must do so only through official Black Star communication channels and be aware that such requests may not be instant. Black Star is not responsible if a critical communication from you is not received or acted upon because you did not use the designated channels or did not receive our acknowledgement.

f. Compliance and Cooperation: You agree to comply with all rules and policies provided by Black Star in connection with the Service. This includes any rules specific to certain features or promotions. You also agree to cooperate with any reasonable request from Black Star in connection with regulatory obligations, for example, providing additional identity verification, source of funds information, or explanation of account activity if needed for compliance audits. If Black Star suspects that your account is involved in prohibited or suspicious activities, you agree that Black Star may freeze your account (preventing withdrawals or trades) while investigating, and you will cooperate in such investigation. If you are cleared of wrongdoing, the account will be restored to normal use as soon as possible. If not, Black Star may take appropriate actions including account closure and reporting to authorities.

While using the Black Star Service (including any interactive areas, forums, or content sharing features), you agree NOT to:

a. Illegal Use: Use the Service for any unlawful purpose or in violation of any local, national, or international law or regulation. This includes (but is not limited to) violating any rules or regulations of the Securities and Exchange Commission (SEC), Ghana, any rules of a securities exchange, or any other regulatory authority. You must not use the Service to engage in insider trading, market manipulation, or any scheme to defraud other investors or Black Star.

b. Harmful Conduct: Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, hateful, or racially/ethnically offensive. This includes any content that could be considered incitement to violence or discrimination, or that constitutes harassment or stalking of another person. You also agree not to use the Service to harm minors in any way or to exploit vulnerable individuals.

c. Impersonation and Misrepresentation: Impersonate any person or entity (including, for example, pretending to be a Black Star staff member or another user) or falsely state or otherwise misrepresent your affiliation with a person or entity. You should not imply that any of your statements or content are endorsed by Black Star or any third party unless you have obtained their explicit permission.

d. Spam and Unsolicited Communications: Upload or transmit any form of unsolicited mass messaging (spam), promotional materials, or pyramid schemes through the Service. This includes using any forums or communication features of the Service to send repetitive, unsolicited messages, or to promote other businesses or investment opportunities not related to Black Star. You also agree not to use the Service's communications tools to harvest contact information of other users for spamming or any improper purpose.

e. Malware and Hacking: Upload, transmit, or distribute any material that contains viruses, Trojan horses, worms, or any other malicious code intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment. You must not attempt to gain unauthorized access to any part of Black Star's systems or networks, breach security or authentication measures, or test the vulnerability of our infrastructure without authorization. Similarly, no denial-of-service attacks or interference with the Service or servers is allowed.

f. Data Mining and Scraping: Engage in any automated use of the Service, such as using bots, data mining, or scraping tools, not provided or authorized by Black Star. You may not systematically retrieve data or Content from the Service to create a collection or database without Black Star's written permission. The Service and Content are for personal use only. Commercial use or exploitation of our Content (such as reselling our market data or reports) is prohibited without a separate license.

g. Unauthorized Transactions and Securities Sales: Use the Service to promote or facilitate the sale of any security or financial instrument outside of the Black Star platform. For example, you should not use any forums or communications to offer or sell securities or other investment products that are not listed or available through our Service, especially if doing so would violate law (e.g., selling unregistered securities, or acting as an unlicensed broker). You also agree not to post or share any instructional information about illegal activities or encourage conduct that would constitute a criminal offense or give rise to civil liability.

h. Personal Data Abuse: Collect, store, or share personal information about other users without their express consent. This means you should not scrape other users' profiles or posts for personal data, nor should you disclose anyone's personal details (like names, contact information, account details) on any public forum or to any unauthorized third party. Black Star respects user privacy and expects you to do the same.

i. Circumvention: Attempt to bypass any content filtering techniques or security measures Black Star employs, or access the Service by any means other than the interface we provide. This includes not using any anonymization or proxy tools to mask your location in order to use the Service from a restricted region.

j. Other Malicious Behaviors: Any other act that Black Star reasonably deems contrary to the intended use of the Service, in bad faith, or detrimental to other users or Black Star. This includes using the forums or any user communication features as a general-purpose message board unrelated to investing (for example, no posting of unrelated advertisements or political propaganda), and not using the Service to host content (like images or files) for non-investment purposes.

Black Star reserves the right to monitor communications on the platform (to the extent permissible by law) and remove any content that violates these rules. Violation of any of the above provisions may result in immediate suspension or termination of your account, and Black Star may take legal action if warranted. Additionally, Black Star will cooperate with law enforcement or regulatory authorities in investigating users who violate the law through our Service.

The Black Star Service provides or makes available various forms of content and information for your convenience. This "Content" includes, without limitation: your account information (balances, positions, transaction history, confirmations), market data such as stock quotes and prices, news and research reports, educational articles or videos, analytical tools (calculators, charts, asset allocation visuals), and data about financial markets and securities. Some of this Content is created by Black Star, and some may be supplied by third-party providers (for example, market data feeds, news agencies, or educational content partners). Additionally, the platform may include interactive areas or Forums (e.g., social media feeds, comment sections, or community discussions) where users or third parties can post information or opinions about investments.

a. No Guarantee of Accuracy or Timeliness: All Content is provided on an "as is" and "as available" basis. While Black Star strives to provide useful and accurate information, we do not guarantee that any Content (whether provided by us or by a third party) is complete, up-to-date, or error-free. Market data (such as stock quotes) may be delayed or inaccurate despite our efforts, due to factors like exchange data policies or technical issues. News and research may not be updated after their initial publication, and we have no obligation to update any analysis or opinion that may change over time. You should independently verify any critical information before basing investment decisions on it. Price quotations and performance data are provided for informational purposes; before executing a trade, consider that real-time conditions might differ.

b. Third-Party Content: Black Star may provide access to content authored by third parties ("Third-Party Content") such as articles, commentary, data feeds, or links to external websites. We do not edit, vet, or endorse Third-Party Content, and it does not represent the views of Black Star. Third-Party Content is provided solely for your convenience and general information. For example, if an external analyst's report is available through the app, it is your responsibility to critically evaluate it. Neither Black Star nor our data providers will be liable for any inaccuracies or omissions in Third-Party Content, nor for any loss or damage arising from your reliance on it. Use Third-Party Content at your own risk. If the Service displays social media content or blog/forum posts, remember that those reflect individual opinions and not advice from Black Star. Always consider the source and the possibility of bias or error.

c. External Links: The Service or Content may contain hyperlinks or references to external websites and resources that are not controlled by Black Star (for example, a link to a company's annual report, or a third-party news site). These links are provided for informational purposes only. Black Star is not responsible for external sites: we do not guarantee the availability, security, or content of those external resources. A link from our app does not imply an endorsement or approval of the external website or its content. Once you leave the Black Star app or website and navigate to a third-party site, you do so at your own risk. Black Star and its providers disclaim liability for any content, advertising, products, or other materials on or available from external sites. Any dealings you have with external websites or resources (including, for instance, paying for products or services) are solely between you and that third party. If a link we provide is broken or the content seems problematic, you can report it to us, but we may or may not decide to remove it.

d. Intellectual Property in Content: All Content provided through the Service, including text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, is either the property of Black Star or used under license from third-party providers. The compilation of all content on the Service is the exclusive property of Black Star and is protected by copyright and other intellectual property laws. Black Star also owns the rights to its trademarks, service marks, logos, and trade names (collectively, "Marks"). Third-party marks (like names or logos of exchanges, data providers, or companies discussed) are the property of their respective owners and are used on the Service for identification purposes only. You acknowledge that Black Star retains all rights, title, and interest in and to its Content and Marks, and no ownership or license is transferred to you by virtue of your use of the Service.

e. Permissible Use of Content: Black Star grants you a limited, revocable, non-exclusive, non-transferable license to access the Service and view the Content for your own personal, non-commercial use, strictly as needed to utilize the investment services in accordance with these Terms.

f. Restrictions: You agree that you shall not copy, reproduce, modify, distribute, publicly display, or create derivative works from any of the Content or software on the Service without Black Star's prior written consent. This means, for example, you may not scrape or download large quantities of data from our app to populate another database, you may not remove or obscure copyright or trademark notices, and you may not use Black Star's materials in presentations or websites of your own without permission. You also agree not to reverse engineer or decompile any of the app's software, nor to bypass any technical protections. If you do wish to share something from the app (like a snapshot of your portfolio analytics or a particular article), ensure it does not violate these Terms or the intellectual property rights of Black Star or third-party providers. For instance, sharing small excerpts with attribution may be okay under "fair use," but copying entire articles or datasets is not.

g. User-Generated Content: If Black Star provides any forum, comment section, chat function, or other capability for users to post content or communicate (collectively, "Forums"), any content that you or other users contribute is considered "User-Generated Content." By posting any content in these Forums, you give Black Star a worldwide, perpetual, royalty-free license to use, copy, modify, and display that content in connection with providing the Service (subject to our Privacy Policy). Remember that any information you share in a public Forum can be seen and used by others. Do not post personal or sensitive information (like your phone number, address, or account details) publicly. Black Star is not liable for how other users may use or misuse the information you post in public areas. We reserve the right (but have no obligation) to monitor and moderate user posts and to remove any content that violates these Terms or is otherwise objectionable.

h. Fair Discussion Policy: If you discuss particular investments in any user Forum provided by Black Star, and you have a personal interest in that investment (for example, you own the stock being discussed), we encourage you to disclose your ownership in your post. In fact, by using the Forums, you agree to disclose any significant personal stake you have when you are endorsing or criticizing a specific security. This promotes transparency and helps other users evaluate potential biases. Black Star may, in certain cases, label users (like "Black Star Employee" or "Verified Investor") to provide context, but we do not guarantee to do so for all posts. Use your own judgment when reading others' comments.

Your privacy is very important to Black Star. We collect, use, protect, and share your personal information only in accordance with our Privacy Policy and applicable data protection laws, including the Ghana Data Protection Act, 2012 (Act 843). By using the Service, you acknowledge that you have read the Privacy Policy and consent to the collection and processing of your personal data as described therein.

a. Personal Data Use: When you open a Black Star account, we collect personal information such as your name, contact details, Ghana Card number, financial information, and other details necessary for KYC compliance and for providing the Service. We use this information to open and administer your account, process transactions, personalize your experience, and communicate with you about your account. We may also use your data to send service-related communications (e.g. account statements, trade confirmations, changes to terms, security alerts) which are considered part of the Service and not optional to opt out of. We will not use your personal data for marketing third-party products without your consent, and we do not sell your personal data to third parties.

b. Data Sharing: Black Star may share your information with third parties only in certain circumstances: with your consent, with our affiliated companies (Black Star Advisors Ltd, Black Star Brokerage Ltd) as needed to service your account, with service providers who help us operate (such as payment processors, IT support, global custodians, or identity verification services) under strict confidentiality obligations, or when required by law or regulatory request (for example, providing information to the SEC Ghana, law enforcement, or a court order). Any third-party service providers who handle your data are required to implement adequate security measures and only use your data for the purposes we specify. If we transfer data to any provider outside Ghana, we will do so in compliance with legal requirements for cross-border data transfer and protection.

c. Data Security: We implement industry-standard security measures to protect your personal and financial data. This includes encryption of sensitive data in transit, secure storage of data, firewalls, intrusion detection systems, and regular security audits. We also use strong authentication procedures (including two-factor authentication and biometric login options) to prevent unauthorized access to your account. While we strive to protect your data, no system is completely foolproof. You also have a role in security: keep your login credentials confidential, use a strong password, and be cautious of phishing attempts. Black Star will not be responsible for any breach of data or unauthorized access that is primarily attributable to your negligence (such as sharing your password or using an infected device), though we will do our best to assist you in any recovery efforts.

d. Your Rights: Under Ghanaian law and other applicable data protection regimes, you have certain rights regarding your personal data. This includes the right to access personal information we hold about you, the right to request correction of inaccuracies, and in some cases the right to object to or restrict processing, or to request deletion of your data. There may be legal or regulatory reasons we cannot delete your data (for example, transaction records must be kept for a minimum period under SEC rules), but we will inform you if that is the case. If you wish to exercise any data protection rights, you can contact our Data Protection Officer or customer service, and we will guide you through the process. Please note that any request will be subject to verifying your identity to protect your privacy.

e. Privacy Policy: These Terms incorporate Black Star's Privacy Policy by reference. The Privacy Policy provides more detailed information on what data we collect, how we use it, and the legal bases for processing. If there is any inconsistency between these Terms and the Privacy Policy regarding data usage, the Privacy Policy will prevail for matters of interpretation. Black Star may update the Privacy Policy from time to time, and we will notify you of any significant changes. Continued use of the Service after an update indicates your acceptance of the revised Privacy Policy.

If you have questions or concerns about privacy or data security, please contact us at the provided support or privacy contact (see Section 23, Contact Information). We take privacy seriously and will address inquiries promptly.

a. Electronic Communications Consent: You agree that Black Star may provide you with any required notices, account statements, trade confirmations, tax documents, and other communications electronically. This can include: email to the address you provided, text or push notifications to your mobile device, in-app messages, or posting information on our website or within your account portal. You are deemed to have received communications when they are sent or made available by Black Star, not when you actually read them. It is your responsibility to regularly check your email, the app, and any other communication channels you have provided to us. Ensure that our emails are not filtered out (e.g., check spam folders, mark us as a trusted sender) and keep your contact details up to date.

b. Document Delivery: Where possible, we will send formal documents (like account statements and confirmations) in electronic form (PDF or similar). By default, you opt in to electronic delivery of all documents to which you are entitled by law. If you wish to receive paper statements or notices, Black Star may accommodate this on request, but we reserve the right to charge an administrative fee for paper delivery. Certain regulatory communications (such as prospectuses or reports for mutual funds) may also be delivered by providing a hyperlink or direction to where the document can be accessed electronically, in accordance with regulatory guidance.

c. Service Communications: As part of providing the Service, Black Star will send you service announcements and administrative messages (for example, notices of changes to these Terms, security alerts, or messages about trading outages or maintenance). These are considered essential communications and not subject to opt-out. We may also send you notifications within the app for things like price alerts or portfolio performance if you have activated those features. If you wish to modify your notification preferences for non-essential alerts (like marketing messages or certain app alerts), you can usually do so in the app settings or by following unsubscribe instructions. However, you cannot opt out of receiving legal notices or account-related alerts, except by closing your account.

d. Recording and Monitoring: You consent that any communications between you and Black Star (or our agents) may be monitored and recorded, where permitted by law. This includes phone calls, live chats, emails, and any other exchanges. We do this for purposes such as quality assurance, training, compliance with regulations (some laws require brokerages to record phone orders, for example), and to have a record of agreements or instructions. All recorded communications will be handled in line with our Privacy Policy and kept secure. Our recordings and records shall be deemed accurate and binding in case of any dispute about what information was provided or what instructions were given, absent a manifest error.

e. Notices to Black Star: If you need to provide formal notice to Black Star (for example, to report a dispute, to make a legal claim, or to terminate your account), you should do so in writing. Such notices should be sent to our registered office address in Ghana (see Section 23, Contact Information) or via email to an address we designate for legal notices (if available). Notices will be deemed given when received by us. For routine inquiries or customer service issues, you should use our support channels (in-app chat, support email, or phone line) rather than formal notice.

f. Language: Communications from Black Star will generally be in English, which is the governing language of these Terms and the Service. If we provide translations of any communication or these Terms, it is for convenience only. In the event of any discrepancy between the English version and a translated version, the English version shall control. All communications you send to us (including any notices) should be in English as well.

a. "As Is" Service: The Black Star Service and all Content are provided to you "as is" and "as available," without any warranty of any kind. To the fullest extent permitted by law, Black Star, its affiliates, and any third-party providers expressly disclaim all warranties and representations, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or usage of trade. We do not warrant that the Service will meet your expectations or requirements, or that it will be uninterrupted, timely, secure, or error-free. We also do not warrant that any defects or errors will be corrected, although we strive to fix issues that we become aware of.

b. No Warranty on Content: Black Star and its third-party providers do not guarantee the accuracy, completeness, timeliness, or reliability of any Content. This includes, but is not limited to, market data, analytical tools, news, educational materials, or third-party information. By using the Service, you acknowledge that any reliance on the Content is at your own risk. We make no warranty that the results obtained from the use of the Service (for example, the performance of your investments or the insights from our tools) will be accurate or reliable. All information is provided for informational purposes and is not intended as financial, legal, tax, or investment advice unless explicitly identified as a personalized recommendation (which is only in the context of Auto Invest or other advisory services, when those are provided in writing to you).

c. Not an Advisor (for Active Invest): You understand and agree that except for the future Auto Invest advisory service (or other specific advisory services you might separately contract for), Black Star is not your investment advisor or fiduciary. Any guidance, simulations, or educational content available through the platform does not constitute a personal recommendation for you. You are solely responsible for determining whether any investment, strategy, or related transaction is appropriate for you, based on your own judgment and personal circumstances. If you require professional advice, you should consult a licensed financial advisor, tax advisor, or attorney as appropriate.

d. Third-Party Services and Software: If in the course of using the Black Star App you download or use any third-party software, or if the app integrates with third-party services (for example, a payment service or analytic tool), those are provided without any warranty from us. We do not guarantee that any third-party software or service will function as expected or be free from malware or other issues. Any third-party software is the responsibility of the manufacturer or licensor of that software, and you should refer to their terms of use and warranties if any.

e. Security and Virus Disclaimer: While we implement security measures to protect the Service, we do not warrant that the Service will be immune from cyber-attacks, viruses, or other malicious code. You are responsible for maintaining up-to-date antivirus and security protections on your devices. Any material downloaded or obtained through the use of our Service is accessed at your own discretion and risk; you will be solely responsible for any damage to your computer system or device or loss of data that results. We disclaim liability for any unauthorized access to or use of our secure servers and/or any personal or financial information stored therein, to the maximum extent permitted by law.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such cases, any implied warranties are limited in duration to the minimum period allowed by law. This section gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. However, our intent is to exclude or limit warranties and liability to the fullest extent allowed by Ghanaian law and any other relevant laws that may apply.

To the maximum extent permitted by applicable law, Black Star (including its parent company, subsidiaries BSA and BSB), its officers, directors, employees, agents, affiliates, and its third-party providers shall not be liable for any losses or damages arising out of or related to your use of the Service or Content. This limitation of liability covers all types of damages or claims, whether direct or indirect, including but not limited to:

• Direct damages (actual damages incurred by you),
• Indirect or consequential damages (such as loss of profits, loss of income, loss of goodwill, loss of data, trading losses, or opportunity costs),
• Special, incidental, punitive or exemplary damages, and
• Any other intangible losses.

This exclusion applies even if Black Star or any third-party provider has been advised of (or knew of) the possibility of such damages. In particular, Black Star and its providers will not be liable for:

• your inability to use or access the Service or specific Content at any time, or any error or malfunction of the Service;
• the cost of procuring substitute services or goods (for example, if you incur expenses due to a service outage and need an alternative solution);
• any unauthorized access to or alteration of your account or data (unless such access is solely due to Black Star's gross negligence or willful misconduct); or
• any other matter relating to the Service or Content outside Black Star's reasonable control.

a. Cap on Liability: In jurisdictions that do not allow a blanket exclusion of liability, you agree that Black Star's total cumulative liability, if any, to you or any party claiming through you, for any claims arising from or related to the Service (whether in contract, tort, negligence, strict liability, or otherwise) shall not exceed the total fees paid by you to Black Star (if any) in the 12 months immediately preceding the event giving rise to the claim. If you have paid no fees (for instance, if Black Star did not charge you any direct fees), Black Star's liability in such case will be capped at GHS 500 (five hundred Ghana Cedis) or the equivalent in your account currency. This limitation is a fundamental part of the bargain between you and Black Star and reflects the allocation of risk between the parties.

b. Exceptions: Nothing in these Terms is intended to limit or exclude liability that cannot be limited by law. For example, if Ghanaian law specifies certain liabilities that cannot be disclaimed (such as liability for death or personal injury caused by negligence, or liability for fraud), then those liabilities are not waived or limited by this agreement. However, to the extent that the law allows limitation or exclusion, the above limitations will apply.

c. Your Responsibility for Third-Party Claims: You will not hold Black Star responsible for any third-party claim, demand, or damage arising out of your breach of these Terms or your violation of any law or regulation or the rights of any third party. (See Section 18, Indemnification.)

By using the Service, you acknowledge that Black Star cannot control the markets or other external forces, and that the pricing and execution of financial transactions inherently involve risk. Therefore, you accept that Black Star is not liable for normal market-driven losses or for decisions you make in reliance on information provided by the Service. This limitation of liability is an agreed allocation of risk and forms part of the consideration for the services we provide.

You agree to indemnify, defend, and hold harmless Black Star, its subsidiaries (including BSA and BSB), affiliates, and its and their respective officers, directors, employees, agents, partners, licensors, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and legal expenses) arising out of or related to:

a. Your Use of the Service or Content: Any use or misuse of the Black Star Service or Content by you or through your account, including Third-Party Content or any User-Generated Content you post. For example, if you rely on some information on the app and then claim loss, or if someone else uses your login to do something harmful, you agree that Black Star is not responsible and you will cover any costs Black Star incurs because of it.

b. Your Violations: Your breach of any provision of these Terms and Conditions, or any other agreement you have with Black Star, or any violation of law or regulation in connection with your use of the Service. This includes violations of securities laws, data protection laws, or any of the prohibited conduct rules listed in Section 12. If you engage in prohibited behavior (like uploading a virus or infringing someone's intellectual property rights via our platform) and that causes harm or a legal claim, you must indemnify Black Star for the consequences.

c. Your Account Activities: Any activity in your account, whether by you or someone using your credentials (unless such use was solely due to Black Star's negligence or a breach on our side). This covers things like: claims by others that you defamed them via our forums, that you infringed their copyright or trademark, that you unlawfully disclosed their information, or any other wrongful act. It also covers any disputes or issues arising from incorrect or incomplete information you provided us (e.g., if you gave wrong bank details and a payment went astray, or you misrepresented your eligibility and a regulator fines Black Star for allowing you on the platform).

d. Products or Services Sold Through the Service: If, in violation of these Terms, you were to promote or sell any products, services, or securities via our platform (for instance, posting a link to your own business or scheme) and a claim arises from that, you would indemnify Black Star for any resulting liabilities.

Black Star reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. This means we may choose to handle the legal defense if we are sued due to your actions, but you will still foot the bill if the cause was your breach or conduct. You agree to cooperate with Black Star's defense of such claim and not to settle any such matter without Black Star's prior written consent (because we might not want to agree to a settlement that affects us, unless we approve it). We will use reasonable efforts to notify you of any such claim or demand that is subject to your indemnification obligation upon becoming aware of it.

This indemnification obligation will survive any termination of your account or of the Service. Even after you stop using Black Star, the promise to cover our losses from your actions continues for any issues that arose while you were using the Service.

a. User-Initiated Termination: You may close your Black Star account and terminate your use of the Service at any time, for any reason, by giving notice to Black Star (typically through the app interface or by contacting customer support). Before closing your account, you must ensure that all pending transactions have settled and that any remaining assets or cash in your account are transferred out or sold as per your instructions. Account closure will not immediately delete historical records that Black Star is required to keep for regulatory purposes, but your login will be deactivated and you will no longer be able to initiate new transactions. You remain responsible for any obligations incurred before termination (for example, fees due, or trades executed prior to closure).

b. Black Star's Right to Terminate or Suspend: You agree that Black Star may, in its sole discretion and without prior notice, suspend or terminate your access to the Service (in whole or in part) at any time, with or without cause. Termination may be immediate and effective without advance notice if, for instance, you have breached these Terms, violated a law, or engaged in behavior that poses risk to Black Star or its users. Black Star can also suspend your account temporarily while investigating suspected misconduct or compliance issues. Grounds for termination or suspension may include (but are not limited to):

• Violation of these Terms or any applicable law/regulation,
• Providing false or misleading information during signup or account usage,
• Unusual or fraudulent activity detected in your account,
• Failure to comply with requests for KYC/AML documentation,
• If you become ineligible (e.g., you become a U.S. person or move to a restricted jurisdiction),
• Security threats to the platform (like your account being compromised), or
• Black Star's decision to discontinue the Service or portions of it.

When feasible (and lawful) Black Star will attempt to notify you either prior to or shortly after such suspension/termination, stating the reason (unless security or legal reasons prevent this). However, Black Star is not liable for any losses or inconveniences caused by our decision to suspend or terminate Service access, as we must protect the platform and comply with the law.

c. Effect of Termination: Upon termination of your account by either party, your right to use the Service will immediately cease. Any open orders or pending transactions at the time of termination may be cancelled (if possible) or otherwise settled at Black Star's discretion. You should arrange to transfer out or liquidate your holdings; if your account is terminated and still holds assets, Black Star may maintain those assets for a period (in a safe manner) while contacting you for instructions. If we cannot reach you, we may, where permitted, liquidate the assets at market prices and send the proceeds to your linked bank account on file or as required by law (for example, escheating to the state after a dormancy period). Sections of these Terms which by their nature should survive termination (such as provisions on debt owed, indemnification, liability limitations, arbitration or governing law, etc.) will continue to apply to you even after termination.

d. Modification or Discontinuation of Service: Black Star reserves the right to change, suspend, or discontinue any aspect of the Service at any time, including adding or removing features, asset classes, or third-party providers. We also reserve the right to impose limits on certain features or restrict your access to parts or all of the Service without notice or liability. Black Star and/or its third-party providers may also discontinue or modify any Content provided (for example, an exchange may stop providing certain data, or we might retire a research feature) at any time. You agree that Black Star is not liable for any losses or damages arising from any such modification, suspension, or discontinuation of the Service or Content. If you are dissatisfied with any changes to the Service, your only remedy is to stop using the Service and, if necessary, terminate your account.

We understand sudden termination can be disruptive, and we will act in good faith to allow you to settle your affairs (close positions, withdraw funds) whenever possible even after we initiate a termination. However, Black Star assumes no responsibility for any loss of data or inability to access the Service once your account is terminated.

a. Revisions: Black Star may update or revise these Terms and Conditions from time to time by posting an updated version on the app or website (typically under the "Terms & Conditions" section) and updating the "Last Updated" date at the top. We may also notify you of significant changes via email or in-app notification. You agree to be bound by any such revisions by continuing to use the Service after the changes are posted. It is your responsibility to review these Terms periodically. We recommend checking the Terms and Conditions link regularly, to ensure you are aware of the current provisions. If you do not agree with any updated Terms, you should stop using the Service and close your account before the changes take effect.

Typically, changes will become effective immediately upon posting, or as otherwise stated in our notice. In some cases, we might indicate a later effective date for certain changes (especially if required by law or if we introduce a new feature and allow you time to review the terms). No revision will apply retroactively to events that occurred before the revision was posted, except as required by law.

Changes might include, for example, updates to reflect new services (like launching Auto Invest), changes required by new regulations, adjustments to fees, or modifications in our policies. Black Star may also correct any errors or clarify ambiguities in these Terms without prior notice, provided such corrections do not materially affect your rights.

b. Material Changes Notification: If a change involves something material (for instance, a significant change in dispute resolution provisions, or new obligations for you), Black Star will make a reasonable effort to highlight such change to you (e.g., a notice in the app or an email summarizing the key modifications). Nonetheless, it is crucial that you read any revised Terms in full. Your continued use of the Service constitutes acceptance of the revised Terms in their entirety, not just the parts you were notified about.

a. Governing Law: These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of the Republic of Ghana. We will apply Ghanaian law without regard to its conflict of laws principles, meaning that if you are accessing the Service from another country, or if there is some connection to another jurisdiction, the Ghanaian law will still apply as far as enforcing these Terms is concerned.

b. Jurisdiction and Venue: You agree that any legal action or proceeding arising out of or relating to these Terms or the use of the Service shall be brought exclusively in the courts of Ghana. Specifically, if not otherwise specified, the courts located within the Republic of Ghana (and typically, since Black Star operates in Accra, one might expect the Accra courts jurisdiction) will be the venue for resolving disputes. You irrevocably submit to the personal jurisdiction of the Ghanaian courts for the purpose of litigating all such disputes. This means you will not argue that it is inconvenient or inappropriate to have the case heard in Ghana. If you reside outside Ghana, you acknowledge that you are still subject to jurisdiction in Ghana for any dispute with Black Star.

c. Alternative Dispute Resolution: We value our relationship with clients and encourage you to reach out to our support or complaints channel to resolve any issues amicably. Black Star will work in good faith to resolve complaints internally. If a dispute arises, you agree to first notify us in writing of your grievance and give us a reasonable opportunity (for example, 30 days) to resolve it, before taking any legal action. In the event we cannot reach a satisfactory resolution, the next step is as per the jurisdiction clause above (courts in Ghana). At this time, Black Star does not mandate arbitration or any other specific alternative dispute resolution mechanism in these Terms (if we introduce an arbitration clause in the future, it will be clearly communicated and would typically allow you to opt out if you prefer court).

d. Class Action Waiver: To the extent permissible by law, you and Black Star agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and not in a class, consolidated, or representative action. This means you will not join your claims with those of any other users and will not seek to litigate any dispute in a courtroom as part of a group or class action. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then it may affect how the dispute is handled, but it does not waive the choice of law (Ghana) or venue (Ghanaian courts) provisions above.

e. Right to Injunctive Relief: Notwithstanding the above, you acknowledge that unauthorized use of the Service (for example, violating intellectual property rights or breaching security) may cause irreparable harm to Black Star for which monetary damages would not be an adequate remedy. In such cases, Black Star may seek immediate injunctive relief (a court order to stop you from certain acts) in any competent court, and this will not be considered an inconsistent action with this Section 21.

a. Entire Agreement: These Terms and Conditions, along with any documents expressly incorporated by reference (such as the Privacy Policy and any specific account agreements you have signed with BSA or BSB), constitute the entire agreement between you and Black Star regarding the Service. They supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Service. Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, warranty, or understanding that is not expressly set out in these Terms. Any additional or different terms you propose (for example, in any communication) are hereby objected to and will not be binding unless Black Star explicitly agrees in writing.

b. No Waiver: If Black Star fails to enforce any right or provision of these Terms, that does not constitute a waiver of future enforcement of that right or provision. Similarly, if you fail to exercise or enforce any right under these Terms, it will not be considered a waiver of any further or future exercise of that right. Waivers of any term can only occur in writing by the party entitled to enforce the right, and then only pertaining to the specific instance and specific provision stated. For example, if we allow you extra time to pay a debt once, it does not mean we are required to do so in the future.

c. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from the remaining terms and shall not affect the validity and enforceability of the rest of the Terms. The court should endeavor to give effect to the parties' intentions as reflected in the invalid provision to the extent permitted by law, and if that is not possible, replace it with a valid clause that comes closest to the original intent and economic effect. The rest of the agreement will remain in full force.

d. Assignment: You may not assign or transfer your rights or obligations under these Terms to any other person or entity without Black Star's prior written consent. For example, you cannot transfer your account to someone else or have someone "inherit" your contract (though the assets in your account may be transferred via proper legal processes, the new holder would need to agree to new terms). Black Star may assign or transfer its obligations and rights under these Terms to any affiliate, successor company (e.g., in a merger or acquisition), or in connection with a transfer of the platform or a portion of the business to another provider. In the event of such assignment by Black Star, we will ensure that the successor honors the obligations to you as a client, and we will notify you of the change if it materially affects the service.

e. Relationship of Parties: Nothing in these Terms shall be deemed to create any joint venture, partnership, employment, or agency relationship between you and Black Star. You and Black Star are dealing with each other as independent contracting parties. You do not have authority to bind Black Star or act on its behalf, and vice versa (except as explicitly stated for discretionary services like Auto Invest, where you authorize us to act for you within that scope).

f. Force Majeure: Black Star shall not be liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to: acts of God, war, terrorism, civil unrest, cyberattacks, pandemic or epidemic, governmental regulations or actions, embargoes, fires, earthquakes, floods, power outages, unusually severe weather, or any other force majeure event. During such events, Black Star may suspend the Service (in whole or part) and will make reasonable efforts to resume service as soon as practicable. We may also execute contingency plans as needed (for example, routing trades to alternative venues, or extending support hours) when possible.

g. Headings and Interpretation: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. They do not affect the interpretation of any provision. Words in the singular include the plural and vice versa. "Including" means "including without limitation." If we say "for example" or "such as," those examples are not exhaustive. Any ambiguities in the interpretation of these Terms shall not be construed against the drafter (i.e., just because we wrote these terms does not mean any unclear part is automatically interpreted in your favor; standard principles of contract interpretation under Ghana law will apply).

a. Contacts and Customer Support: If you have any questions, concerns, or complaints regarding these Terms or the Service, please contact Black Star's customer support. You can reach us by:

• Email: clientservices@blackstargroup.ai (or the email provided in the app for support)
• Telephone: +233 59 383 8261 (during business hours)
• Website: www.blackstargroup.ai
• Registered office: The Rhombus, Plot 24 Tumu Avenue, Kanda Estates, Accra, Ghana

We strive to respond to all customer inquiries promptly and address issues to your satisfaction when possible. If you have a complaint, we may have a formal complaint handling procedure (in line with SEC Ghana requirements) that we will follow. This can be provided to you on request or found on our website.

b. Legal and Regulatory Contact: For official correspondence, legal notices, or service of process, use the registered office address above, attention: Compliance Department. Electronic service of process is not accepted unless explicitly agreed beforehand.

c. Version: This document is the official Terms and Conditions of the Black Star App as of the date stated above. It replaces any prior terms of service or user agreements you may have agreed to for the Black Star App or its predecessor platforms. Please retain a copy of these Terms for your records. You can also always find the most current version within the app or on our website.

By using the Black Star App, you acknowledge that you have read, understood, and agree to these Terms and Conditions. If you do not agree, please refrain from using the Service and close your account as needed. We thank you for choosing Black Star and look forward to supporting your investment journey in a secure and compliant manner.