Terms and conditions

Humanity Protocol Terms of Service

IMPORTANT: Our products and services may not be offered in certain jurisdictions due to regulatory restrictions.

Please read the following terms and conditions (“Terms”) carefully before accessing or using the Platform, Site, App, Services, or Content (each as defined hereinbelow). By using any of these, you agree to be bound by these Terms, as amended, modified or supplemented from time to time and including any other documents or additional terms incorporated herein. These Terms do not offer products or services in any jurisdiction where it is unlawful or requires licensing, authorisation, certain jurisdictions where it is unlawful or requires authorisation. Do not forward or distribute these Terms to individuals in those jurisdictions.

NO OFFER OR SOLICITATION: Nothing in these Terms and no content, material or any other information provided on the Site, the App or the Platform shall constitute or be construed as a recommendation, offer, invitation to enter into any transaction in or to purchase any virtual assets (including the HP Tokens (defined hereinbelow)), securities, interests in a fund, unit trust or collective investment scheme or other similar arrangements or any other investment products or services of any nature or description or any related activities or services whatsoever. You further understand that none of [*] (the “Company”), its affiliates or any third-party service provider is advising you on the nature, potential, value, risks or suitability of any particular product or service, transaction, investment strategy or any other matter, and any information provided to you is not tailored to the needs of any specific person. You understand that an investment in any virtual asset (including the HP Tokens) is subject to a number of risks, and that information, data, materials and contents published on the Site, the App or the Platform may not contain or be accompanied by a list or description of the relevant risk factors and, where any risk disclosures are made, whether in these Terms, such disclosures are not intended to be and should not be regarded or replied upon as being exhaustive. Any information contained in these Terms may not be up-to-date. Further, you acknowledge that no representation, warranty or undertaking whatsoever is made by the Company or any of its affiliates do not guarantee the accuracy or completeness of the information provided. Any reliance by you on such information is solely at your own risk without any liability on the part of the Company or any of its affiliates.

The HP Tokens are not intended to be made available for use, purchase or access by persons in in the United States of America (the “USA”) and the People’s Republic of China (“PRC”), including individuals who are citizens, residents or tax residents of or located in the USA or the PRC and corporations, partnerships, organisations and other entities (corporate or unincorporate) which are incorporated or registered in, organised under the laws of, operating or located or tax resident in the USA or the PRC. No offer of the HP Tokens is being made or will be made to such persons in the USA or the PRC.

NOTICE: Cryptocurrencies, virtual currencies, virtual assets and other digital assets are NOT bank deposits, legal tender, backed by the government, and accounts and value balances are NOT subject to any governmental or government-backed protections. Legislative and regulatory changes can impact cryptocurrencies, virtual currencies, virtual assets and other digital assets are NOT bank s use and value.

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, unless otherwise defined herein, capitalised terms shall have the following meanings:

"Account” means the user account a User opens with the Company on the Platform; 

"Affiliate" means a person, entity or company directly or indirectly, controlling, controlled by or under direct or indirect common control with another person, entity or company; 

“AML/CTF” means anti-money laundering and counter-terrorist financing; 

“AMLO” means the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong), as amended, modified, supplemented or consolidated from time to time; 

“App” means the mobile and/or web-based applications operated by the Company and/or its Affiliates through which the Platform may be accessed, including all features, functions and contents contained, displayed or made available therein; 

"Applicable Law" means, in relation to any person and any property, agreement, arrangement, transaction, activity or any other matter, any law, rule , statute, subsidiary legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate such person, property, agreement, arrangement, transaction, activity or other matter;

“Authority” means any: (i) national, state, municipal or local government, governmental body or agency or any sub-division thereof; (ii) regulatory or administrative agency, commission, board, bureau or statutory body; (iii) central bank; (iv) court, tribunal, administrative panel, hearing body; (v) self-regulatory organisation or other non-governmental or semi- or quasi-governmental authority or regulatory body; or (vi) tax authority, which is of competent jurisdiction with respect to the Company, the relevant User or any relevant third party, or any transaction contemplated under these Terms; 

"Business Day" means any day except any Saturday, Sunday or public holiday on which commercial banks normally open for business in Hong Kong;

“CDD” means client due diligence; 

"Company" means [*], a company incorporated under the laws of [*];

“Confidential Information” has the meaning given in Clause 13.6; 

"Content" means data, information, documents, materials, advertisements, text, audio, video, graphics, software and other content on the Platform;

“Eligible User” means a person satisfying the conditions set out in Clause 3.1; 

“Fees” means any and all fees and charges payable by the User to the Company for the use of the Platform and/or the Services;

"Force Majeure Event" means an event, circumstance or situation which is beyond our control and reasonably foreseeable at the time of entry into these Terms, including, without limitation: (i) any act of God, natural disaster, epidemic or pandemic; (ii) failure or breakdown of, or interruption in, any blockchain networks or protocols, public or private telecommunication networks, communication channels or information systems; (iii) failure or breakdown of, or interruption in, SWIFT or any other money transmission system; (iv) any act or omission of any third party; (v) any delay, failure or interruption in, or unavailability of, any third party services; (vi) any strike, lockout, labour dispute, war, insurrection, civil unrest, terrorist act or riot; (vii) any virus, malware, other malicious computer code or the hacking of or unauthorised access to any part of the Platform or the Services; (viii) any change in or addition or supplementation to Applicable Laws; (ix) any act, decision, order, pronouncement or decree of any Authority of competent jurisdiction; and (x) any change in market rules or practices, currency restrictions, devaluations or fluctuations or market conditions affecting the execution or settlement of transactions or the value of assets (including but not limited to fiat currencies and virtual assets); 

"Fork" shall have the meaning given in Clause 9.1;

"Forked Network" shall have the meaning given in Clause 9.1;

“Group” means the Company and other Affiliates of the Company; 

“HP Token” means the digital token named “HP token” (including any testnet token which may be converted into the same) which may be issued by the Company or an Affiliate of the Company in connection to or to facilitate the operation and use of the Protocol; 

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

"Instruction" means any information, instruction, communication, order or message (including but not limited to those relating to any transaction) made or given by or on behalf of you or under your Account or otherwise referable to you or your Account;

“Intellectual Property Rights” shall have the meaning given in Clause 12.1;

“KYC” means know-your-client;

“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury;

“Party” means a party to these Terms, namely the Company or the relevant User; and “Parties” means the Company and the relevant User collectively; 

"Personal Data" has the meaning given in the PDPO;

“Platform” means the digital platform, namely Proof of Humanity, operated by the Company and/or its Affiliates through which the Services are provided and which is made available through the App and the Site; 

"Privacy Policy" means the privacy policy separately available on the Site, as amended, modified, updated or supplemented from time to time;

“PDPO” means the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong); 

“PRC” means the People’s Republic of China, which, for the purpose of these Terms, shall not include Hong Kong, the Macao Special Administrative Region and Taiwan; 

“Prohibited Jurisdiction” means: (i) any country or territory subject to financial, economic, trade or other sanctions or embargoes imposed by the USA, the United Nations, the European Union or any country or member-state within the European Union, the United Kingdom, the OFAC, the North Atlantic Treaty Organization or any other national government or international or transnational organisation; (ii) any country or territory identified as a "Specially Designated National" by the OFAC; (iii) any country or territory placed on the most current list of “High-Risk Jurisdictions subject to a Call for Action” published by the Financial Action Task Force; or (iv) any jurisdiction in which entry into or performance of your obligations under these Terms, the offer of the Services or any transaction contemplated hereunder (including without limitation the delivery, holding, use, transfer, purchase, sale or exchange of virtual assets) is unlawful or requires licensing, registration or approval of any kind;’

“Protocol” means the Humanity Protocol, a blockchain protocol developed and operated by the Company, which enables unique human authentication through the use of zero-knowledge proofs and decentralised identity validation;

“Sanction” has the meaning given in Clause 3.1(a);

"Site" means the website at [https://cfh.xyz/], including all features, functions and contents contained, displayed or made available therein; 

"Services" means the products and services offered by the Company through the Platform as set out in Clause 4.1;

"Taxes" means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, including but not limited to any value added, sales, goods and services, stamp, issue, registration, documentary or other taxes or duties or deductions, withholdings and other liabilities related thereto, which are levied, collected, withheld, deducted or assessed by or on behalf of any Authority having power to tax; 

"these Terms" means these Terms of Service, as amended, modified, updated or supplemented from time to time; 

"Unsupported Forked Network" shall have the meaning given in Clause 9.2;

“Unsupported Fork VAs” shall have the meaning given in Clause 9.2; 

“USA” means the United States of America;

“User” or “you” means the person reading or accessing these Terms or using or accessing the Platform, the Site, the App, the Services, the Contents or opening an Account with the Company under these Terms; 

“Warranty” means any representation, undertaking or warranty set out in Clause 16; 

“we” or “us” means the Company or the Group or any one or more members within the Group, as the context requires;  

1.2. These Terms shall be interpreted and construed in accordance with the following principles:

  1. references to “Clauses” are references to the clauses of to these Terms; 

  2. references to any legislation or enactment (meaning any statute or statutory provision and any subordinate legislation made under such statute or statutory provision) shall be construed as references to: (i) any enactment which that enactment has directly or indirectly replaced (whether with or without notification); and (ii) that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date hereof; 

  3. references to any party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; 

  4. a reference to any agreement or instrument is a reference to that agreement or instrument as amended or novated; 

  5. unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender; 

  6. any obligation on any party not to do something includes an obligation not to allow such thing to be done; 

  7. any words following terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; 

  8. the words “herein”, “hereof”, “hereunder” or any other word of similar import refer to these Terms as a whole and not to any particular clause or subdivision; and 

  9. headings are inserted for convenience only and shall not affect the construction and interpretation of these Terms.

2. APPLICATION OF TERMS

2.1. These Terms apply to your access and use of the Platform, the App, the Site and the Services. You hereby agree and acknowledge that, by using the Platform, the Site, the App and/or the Services and/or opening or applying to open an Account, you are entering into a binding contract with the Company and shall be deemed to have read, understood and agreed to be bound by these Terms, together with any other terms, documents and contents relating to our provisions and your use of the Services, including any amendments, modifications and supplementations hereto from time to time as notified to you by published on the Platform or otherwise in accordance with the provisions of these Terms. If you continue to use or access the Platform, the Site the App or any Services after the effective date of such amendments, modifications and supplementations (which shall be the date of which such amendments, modifications and supplementations are notified to you unless otherwise specified by us), you shall be deemed to have accepted and agreed to be bound by these Terms so amended, modified or supplemented. If you do not agree to be bound by these Terms (as amended, modified or supplemented from time to time), you are not authorised to use or access the Platform or the Services, and you are required to immediately cease and discontinue any use or access of the Platform and the Services. 

2.2. We may enter into supplemental terms or agreements with you from time to time in addition to these Terms. In the event that there is any conflict or inconsistency between such supplemental terms or agreements and these Terms, the latest of such supplemental terms or agreements shall prevail over these Terms and any terms and agreements previous to such latest terms or agreements, unless the contrary is provided in these Terms or such supplemental terms or agreements. 

2.3. Nothing in these Terms is intended to constitute any legal, financial or other advice to you in any regard. You acknowledge that you have been asked to seek independent professional advice from your own legal, tax and other professional advisors on matters relating to these Terms and the Services, and have had the opportunity to do so before entering into these Terms. 

3. ACCOUNT OPENING

3.1. You are eligible to open an Account and use the Platform and the Services only if:

  1. you are of legal age under the laws of the jurisdiction in which you are domiciled and are of sound mind to enter into a binding contract; 

  2. you are not a citizen, resident or tax resident of a Prohibited Jurisdiction; 

  3. you are not currently registered as a user under another Account and have no ownership or beneficial interest in any other Account (whether registered in your name or otherwise);

  4. no bankruptcy or similar proceedings (whether voluntary or involuntary) have been filed or commenced against you;

  5. you are not subject to any financial or other sanctions imposed by the United Nations, European Union or any country or member-state within the European Union, the United Kingdom Treasury, the OFAC, the North Atlantic Treaty Organization or any other national or transnational organisations (collectively “Sanctions”); 

  6. you are not prohibited by any Applicable Law from opening an Account or using or accessing the Platform and the Services; 

  7. have duly completed all KYC and CDD procedures and provided all information as required by us and to our satisfaction; 

  8. you are and will be acting solely for your own account in opening and maintaining the Account and using the Services and not acting on behalf of or representing any other natural person, legal person or legal entity: 

  9. you confirm that you have read, understood and agreed to these Terms; and 

  10. you confirm all matters set out in sub-paragraphs (a) to (i) above. 

By entering into these Terms, you confirm, represent and undertake that you satisfy each of the conditions set out above. 

3.2. In order to use the Services, you must register an Account on the Platform and provide us with all information and/or documents requested by us in accordance with these Terms, our internal policies or Applicable Law. All such information and documents must be in the Chinese or English language or, otherwise, accompanied by a translation of the information or document by a professional translation service provider together with such professional translation service provider’s certification. If any of the relevant information or documents is in a language other than Chinese or English, you must provide a certified translation of the same. 

3.3. You agree to cooperate with all reasonable requests made by us, our Affiliates or any of our third party service providers on our behalf in connection with your use of the Platform and the Services (for the purpose of AML/CTF compliance purposes and other legitimate purposes), including but not limited to requests for information and documents to identify, verify and/or authenticate your identity, validate your funding sources or transactions or verify your source(s) of income and/ or wealth. This may include, without limitation, requiring further information that will allow us to reasonably identify you, such as requiring you to take steps to confirm or enable us to verify ownership of your phone number, email address, bank account or your residential address or registered address (as the case may be). 

3.4 . We may confidentially verify the information provided to us by or on your behalf or obtain information relating to you ourselves (including through our Affiliates and other third parties) and verify such information using secure databases and other secure sources. By agreeing to these Terms, you agree and acknowledge that we, our Affiliates or any third party on our behalf may carry out such verifications.

3.5. You must promptly inform us upon becoming aware of any changes to any information or document previously provided by you to us in connection with the Account opening, KYC and CDD processes or any fact, matter, event, circumstance or development which renders or is likely to render any such information or document no longer being true, accurate, complete, up-to-date and non-misleading in all material respects.

3.6. Notwithstanding anything herein, we are entitled, in our sole and absolute discretion and without any obligation to give reasons, to reject or suspend or postpone the processing of your application for an Account without liability or compensation to you.  

3.7. You agree and acknowledge that certain users or groups or categories of users may be specifically prohibited from accessing or using certain features, items or parts of the Services and we are under no obligation to inform you of any reason of such prohibition, and that, notwithstanding your successful completion of the Account opening process in accordance with this Clause 3, you may not be able to access or use such features, items or parts of the Services. 

3.8. You further agree and acknowledge that we may in our sole and absolute discretion, and without prior notice to you, change, modify, add to or subtract from, or supplement, the eligibility criteria for registration of an Account or use of the Services set out in Clause 3.1, and that this may result in you no longer meeting such eligibility criteria to continue to use the Platform and the Services. In no circumstances shall we be liable to you or be under any obligation to provide any compensation to you for any loss or inconvenience or otherwise in connection with such change of the eligibility criteria.

4. THE SERVICES

4.1. The Services shall comprise the following services, functionalities and features provided by us in accordance with these Terms:

  1. the Protocol;

  2. verification of identity through palm recognition and other technologies which will create an encrypted biometric signature; 

  3. issuance of a verifiable credential to the Account of the User upon successful completion of identity verification;

  4. data encryption and private key management;

  5. atomisation of encrypted user data and storage of the same on decentralised severs;

  6. integration of the verifiable credentials into a decentralised validator node network to support various blockchain applications; 

  7. software development kit (SDK) to allow third parties to build upon the Protocol and support various blockchain applications, the use of which may be subject to additional terms and conditions in addition to these Terms; and

  8. other products and services which may from time to time be offered or made available by the Company through the Platform or in connection with the Protocol.

    (together the “Services”).

4.2. We reserve the right, as we in our sole discretion consider necessary or appropriate and without liability or prior notice to you, to:

  1. update, change, remove, cancel, suspend, disable or restrict access to or discontinue part or whole of the Services or change any features, component or content thereof;

  2. reverse, cancel or change any terms of any reward, promotional, loyalty or other similar scheme or programme which may from time to time be offered by us.

    (together “Service Suspension”).

4.3. We reserve the right to suspend, restrict or terminate your access to any or all of our Services and to freeze, suspend, close, delete or deactivate your Account without liability or prior notice to you, in circumstance including without limitation:

  1. where it is our reasonable opinion that we are required to do so by Applicable Law or any court, tribunal or other regulatory authority to which we may be subject in any jurisdiction;

  2. upon coming to knowledge or reasonable suspicion that you are not an Eligible User; 

  3. upon coming to knowledge or reasonable suspicion that you may be in breach of these Terms or are otherwise attempting to circumvent these Terms by means such as opening multiple accounts or abusing any of the Services;

  4. upon reasonable suspicion that a transaction which is initiated or conducted by you (or other person having access to your Account or any of your other accounts with the Company or its Affiliates, with or without your permission) through the Platform or any other platforms, systems or networks operated by the Company or its Affiliates, or which is otherwise connected to you, is fraudulent or erroneous;

  5. upon reasonable suspicion that your Account has been compromised or the Services are being used by you or via your Account in a fraudulent or unauthorised manner;

  6. upon reasonable suspicion of money laundering, terrorist financing, fraud or any other financial crime connected to you; 

  7. upon reasonable suspicion that you are conducting any fraudulent or illegal activities including but not limited to any ponzi scheme, pyramid scheme, phishing or dark-net transactions; or

  8. where you are subject to current or pending litigation, arbitration, investigation or other legal, government or disciplinary proceedings.

(collectively “Access Suspension”).

4.4. Service Suspension may occur to all, any specific group or any individual user of Services, for reasons including but not limited to the need to remedy the effects of any defect in or compromise to any information system upon which the Company relies or that the Company in its absolute opinion believes or suspects that an order or transaction has been executed based on an aberrant value. We do not guarantee that any specific product, service content, component and/or feature will always be available to any or all users of the Platform.

4.5. You understand and agree that we may engage any third-party service provider or sub-contractor to operate the Platform and to provide any or all of the Services. In no circumstances shall the Company or any of its Affiliates be liable to you or any other person for any loss, damage, costs, expenses, suits, actions or proceedings of any kind arising from or in connection with any act or omissions of any third-party service provider or sub-contractor engaged or appointed by us, provided that reasonable care and diligence have been exercised by us in the selection of such third-party service provider or sub-contractor. Any claims in connection with the acts or omissions of any third-party service provider or sub-contractor shall be brought solely and directly against such third-party service provider or sub-contractor and/or its directors and officers. Our liability in relation to the services rendered by any third-party service provider or sub-contractor shall be limited to the use of reasonable care in the selection of such service provider or sub-contractor.

4.6. Subject always to your continuing compliance with these Terms, we grant to you a limited, non-transferable, non-exclusive and revocable licence to use the Platform and the Services insofar as owned by or licensed to us and only for your own purposes, upon and subject to these Terms. All other rights not expressly granted to you are hereby fully reserved. Some software components used in the Platform may be offered under an open source or other licence, in which case your use of those components of the Platform shall be governed by such licence terms to the extent only of any inconsistency between these Terms and those licence terms. All rights granted to you hereunder shall revert automatically to us immediately upon the termination, deactivation or closure of your Account. 

4.7. You acknowledge and agree that your use of the Services is at all times subject to your compliance with these Terms, all other applicable terms and conditions and Applicable Laws.

5. THE HP TOKENS

5.1. We may at our sole discretion issue to new users HP Tokens as reward for participation on the Platform, such as upon signing up for an Account and successful completion of the verification procedures and referral of the Protocol or the Platform to other users. The HP Token will serve as the gas token of the Protocol and enable the utilisation of the Services. Nothing in these Terms entitles the User to any HP Tokens or any other digital asset or virtual asset which may be made available by the Company or its Affiliates, or any right to purchase or acquire the same.

5.2. We may in future conduct private sale and/or private sale of the HP Tokens. The sale and purchase or subscription of the HP Tokens in such offering of the HP Tokens will be governed by a token sale agreement separately entered into between us and the relevant token purchasers or subscribers.

6. USE OF PLATFORM AND SERVICES

6.1. You may only use or continue to use the Platform and the Services only if you are, and remain, an Eligible User. If at any time you cease to meet any of the eligibility criteria set out in Clause 3.1 or in any other provisions in these Terms, you must promptly notify us and cease any further use of the Platform and the Services, including taking immediate steps to close your Account. Further, you must, at all times throughout your maintenance of an Account with us, comply with all of the provisions in these Terms. 

6.2. Without prejudice to any other provision of these Terms, you agree and undertake that you shall not do, or, knowingly or otherwise, authorise, permit, allow or assist any other person to do, any of the following:

  1. impersonate any other person, operate under an alias or do any other thing to conceal your identity from us; 

  2. use the Platform or the Protocol to conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk mail or chain letters;

  3. use the Platform or the Protocol to perform illegal, unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);

  4. use the Platform or the Protocol to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal or contains any other harmful or deleterious program or elements;

  5. modify or adapt the whole or any part of the Platform or the Protocol or combine or incorporate the Platform or the Protocol into another other programme or application (except as otherwise permitted under these Terms);

  6. decipher, disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platform or the Protocol or any components thereof;

  7. create, launch or introduce any programmes or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the Platform or the Services or any of our programmes, systems, or products;

  8. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or its Affiliates and service providers or any other third party (including another user) to protect the Platform, the Protocol, the App and the Site; 

  9. attempt to access or search or download content from the Platform, the App or the Site using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by the Company or its Affiliates or other generally available third-party web browsers; 

  10. harvest or otherwise collect, whether aggregated or otherwise, data about other users of the Platform or the Protocol including but not limited to email addresses and/or distribute, sell or exploit such data in any manner;

  11. use the Platform or the Protocol in any manner that would lead to the infringement of our, our Affiliates’ or any other third party’s Intellectual Property Rights;

  12. use the Platform or the Protocol in a way that could damage, disable, impair or compromise the Platform or the provision of the Services (or the systems or security of the Platform or the Protocol or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Company or any of its Affiliates; 

  13. gain or attempt to gain unauthorised access to the account or wallets of other users;

  14. take any action that imposes an unreasonable or disproportionately large burden or load on the infrastructure of the Platform or the Protocol (including, but without limitation to our servers, networks, data centres and related or like equipment) or unduly hinders the operation and/or functionality of any part or aspect of the Platform or the Services;

  15. detrimentally interfere with, intercept or expropriate any system, data or information belonging to the Company or its Affiliates or other users of the Platform or the Protocol;

  16. provide false, inaccurate, incomplete or misleading information to the Company or any of its Affiliates or third-party services providers; 

  17. create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorised user of the Platform or our representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group; 

  18. use in any transaction or pay any Fees using any virtual assets or monies representing or forming part of the proceeds of or otherwise connected to any criminal or unlawful activity or purpose; 

  19. engage in any other conduct which is inappropriate, abusive, harassing, threatening, harmful offensive, tortious or otherwise objectionable or which is in contravention of these Terms or any Applicable Laws; or 

  20. counsel, encourage, enable, assist or procure any other persons to do any of the foregoing.

7. YOUR DEVICE

7.1. You acknowledge and agree that, in connection with your use of the Platform, you shall be responsible for the following, at your own cost:

  1. ensuring that the encrypted Personal Data that are stored in your device or are in your possession are safely secured;

  2. obtaining and installing all hardware, software and communications services necessary for your use of the Platform in accordance with these Terms;

  3. installing antivirus or other mobile security software on your device to protect against any security or other vulnerabilities which may arise in connection with your use of the Platform in accordance with these Terms; and

  4. installing updates and patches for the Platform and your device in a prompt and timely manner.

7.2. We shall be entitled to assume that any and all Instructions received from your device or under your Account have been made by you as the rightful owner of the device and Account and to rely upon such Instructions conclusively without any obligation whatsoever to take any steps to verify the same, and you shall be bound by any and all Instructions given to us under your Account, whether or not authorised by you. You accept full responsibility for keeping your device and Account safe and maintaining adequate security and control of your login and authentication details (including, but not limited to, your username, password and other security details), and shall likewise be solely responsible for any access to and use of the Platform and the Services through your device or Account, notwithstanding that such access and/or use may have been effected without your knowledge, authority or consent. We will not be liable to you for any loss or damage resulting from such unauthorised access and/or us.

7.3. Should you discover that your device is lost or stolen, has been accessed or used in an unauthorised way or its security has been compromised, you shall notify us immediately of the loss, theft or unauthorised access and/or use and/or security compromise by emailing us at [*]. In addition, where your device has been accessed or used in an unauthorised manner or its security has been compromised, you should, as soon as possible, reset the login and authentication details on your device.

7.4. You are aware that Instructions and information transmitted via the Platform are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept all of these risks.

7.5. The calculations and records in or generated by the ledgers, systems and books of account maintained by the Company and its Affiliates (including electronic, computer, blockchain, decentralised sever or nodes and microfilm stored records) in relation to the Platform, the Services and your Account, including, but not limited to, the activities, transaction history, balances and status of your Account, shall be final and conclusive and binding upon you for all purposes (including but not limited to the particulars of each Instruction given and each transaction made under your Account, the amount of Fees payable by you and any amount of payment outstanding on your Account). You agree that such records are admissible in evidence and further undertake to waive any rights to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records in or generated by the ledgers, systems and books of account maintained by the Company and its Affiliates. No other documents or records of any kind shall be accepted by us or have any effect under or in connection to these Terms.

8. FEES AND TAXES

8.1. By using the Services, you agree to pay all applicable Fees (as revised or adjusted by us in our sole discretion from time to time). We will notify you of any applicable Fee before you use the Services. If you use a third-party payment service, bank fees, credit card and debit card fees charged for any purchases may be netted out of the settled amount of your purchases. You are also responsible for paying any additional fees charged by your financial service provider. 

8.2. The rate or amount and calculation of the Fees may be modified, varied or adjusted from time to time in our sole and absolute discretion without your consent and without prior notice to you, provided that such modification, variation or adjustment shall not take effect until the same has been notified to you by publication on the Platform or otherwise. 

8.3. In addition, interactions with the blockchain also incur a network fee. The network fee is charged by and paid to the blockchain network, not to us, for facilitating any interactions.

8.4. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to your use of the Platform and the Services and the receipt, transfer of virtual assets and fiat monies and to any transactions which you conduct pursuant to these Terms, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate tax authorities. We are not obligated to, nor will we determine whether, and to what extent, Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction conducted by you or on your behalf in or in connection with your use of our Services. Notwithstanding the foregoing, the Company may make any payment, withholding or filing as required by any Applicable Law and we may deduct corresponding amounts from the balances in your Account (if any) and/or withhold any payment to you or otherwise seek indemnity or compensation from you for the same.

8.5. All payments of Fees and third-party charges shall be made without set-off or counterclaim and free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges, of whatever nature, imposed, levied, collected, withheld or assessed by any Authority in any jurisdiction having power to tax, unless compelled by Applicable Law, in which event you shall pay or caused to be paid such additional amounts as will result in the receipt by us or any relevant third parties of the amounts which would otherwise have been payable by you to us or such third parties in the absence of any such set-off, counterclaim, deduction or withholding.

9. FORK

9.1. You agree and understand that the underlying protocols and blockchains of the virtual asset networks are subject to changes (each a "Fork") which may result in more than one version of such network (each a "Forked Network"), either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original network. We may not be able to anticipate, control or influence the occurrence or outcome of Forks, and do not assume any risk, liability or obligation in connection therewith. Without limitation to the generality of the foregoing, the Company does not assume any responsibility to notify you of pending, threatened or completed Forks. You further agree and understand that Forks may materially affect the value, function, and/or name of the virtual assets you hold in the virtual asset Wallet. You assume full responsibility to independently remain apprised of and informed about potential Forks, and to manage your own virtual assets and your interests in connection therewith.

9.2. In the event of a Fork, the Company may temporarily suspend any Services (in particular the execution of transactions involving the affected virtual asset) without prior notice to you and we may determine, in our sole and absolute discretion, whether or not to support the Forked Network(s). In the event that the Company decides not to support any such Forked Network ("Unsupported Forked Network"), the virtual assets offered by or based upon such Unsupported Forked Network (“Unsupported Fork Virtual Assets”) may not be stored and will not be made available to you for transactions on or through the Platform. Notice by publication on the Platform and/or other means as provided by these Terms will be given to users of such decision and of the arrangements following such decision. Notwithstanding the foregoing, we may, in our sole discretion obtain and retain Unsupported Fork Virtual Assets as property belonging solely to the Company, without any obligation to account to you for such virtual assets so retained by the Company.

9.3. You acknowledge the risks presented by Forks (including but not limited to those set out in this Clause 9 and Clause 10 below) and hereby accept that we have no responsibility for any losses or damages arising as a result of or in connection to any absence of or delay on our part in giving notice to you of any pending, threatened or completed Forks or our decision not to support a Forked Network.

10. RISK DISCLOSURE

10.1. You should read and consider carefully the risk disclosures in this Clause 9, together with all other information about us, our Platform and Services as contained in our Terms of Service or otherwise made available to you on the Site or the App, before making a decision to use the Platform and Services. By entering into these Terms and making an application to open an Account with us, you confirm your understanding of the risks which may arise in connection with your use of the Platform and the Services.

10.2. This Clause 9 does not purport to be, and shall not be relied upon as, a comprehensive or exhaustive list of all of the risks associated with the use of the Platform and the Services or with holding, purchasing, selling, transferring or making other transactions in any virtual assets (including the HP Tokens). Further, this Clause 9 does not necessarily reflect the relative importance of the various risks, whether generally or in your particular circumstances. 

10.3. You should therefore consult with your own legal, tax, financial and other professional advisers as you deem appropriate and ensure that you fully understand the risks involved and satisfy yourself that you are willing to accept such risks before entering into the Terms or establishing any Account with us and before using any of the Services provided by us or entering into any particular transaction. It is important for you to determine with respect to each Service or transaction whether it is suitable for you in the light of your own knowledge and experience in the relevant types of transactions and assets, your objectives and personal and financial circumstances, as well as any other relevant circumstances and factors. We are not, and shall not be deemed to be, your financial, legal or tax advisor. 

General 

10.4. We do not provide investment advice and no content on the Platform should be considered as a substitute for tailored professional investment advice. No part of contents available on the Platform or otherwise provided by us should be used as a basis for making investment decisions and should not be construed as marketing or promotion of (or any attempt to market or promote) any type of virtual asset or other asset.

10.5. All information provided by or on behalf of the Company and its Affiliates is for informational purposes only and should not be construed as professional, accounting or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Company and its Affiliates. Before you make any financial, legal, or other decisions relating to the Services, you should seek independent professional advice from persons licensed and qualified to give such advice.

10.6. We do not provide any storage or custodial or wallet service of any virtual asset, regardless of whether the virtual asset has been issued by us. You will need to have your own digital wallet or storage or custodial service with external third-party service provider(s), and we will not be responsible for any loss or theft of your virtual assets or for any act or omission of any third-party service provider which may be involved in the storage and custody of your virtual assets.

Risks relating to virtual assets

10.7. The risk of loss in holding virtual assets can be substantial. Holders of a virtual asset may lose up to 100% of their investment in the virtual asset in a variety of circumstances, including where the network of the virtual asset does not become operational or in the event of litigation, sanctions, theft or hacking, amongst other things. You should therefore carefully consider whether holding virtual assets is suitable for you in light of your financial situation. In considering whether to hold virtual assets, you should be aware that the price or value of virtual assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. 

10.8. Virtual assets are highly risky and investors should exercise caution when trading with any virtual assets. The volatility and unpredictability of the price of a virtual asset relative to other virtual assets or fiat currencies may result in significant losses over a short period of time. Such fluctuations could affect the price of any virtual assets. Any virtual asset may decrease in value or lose all of its value due to various factors including but not limited to the discovery of wrongful conduct, market manipulation on trading, lending or other dealing platforms, change to the nature or properties of the virtual asset, governmental or regulatory activity, legislative changes, sanctions, suspension or cessation of support for a virtual asset or other exchanges or service providers, public opinions, and other factors outside of our control. Technical advancements, as well as broader economic and political factors, may cause the value of virtual assets to change significantly over a short period of time.  

10.9. Virtual assets are not recognised as legal tender in most jurisdictions, including Hong Kong. In the event that a virtual asset issuer becomes insolvent and defaults on its issued products, investors will be considered as unsecured creditors and will have no preferential claims to any assets held by the issuer. You should therefore pay close attention to the financial strength and credit worthiness of virtual asset issuers and conduct your own assessment on the soundness of the issuer and the virtual asset’s development team and the potential of any projects associated with the virtual asset. Since virtual assets are generally not backed by any assets or any government and authorities, in the event of the issuer’s winding-up, liquidation or cessation of business, the virtual assets issued by such issuer may no longer have any value and investors can lose their entire investment. We make no representations or warranties as to any virtual assets (including the HP Tokens), whether generally or with respect to any of them, including whether such virtual assets will always continue to be supported by our Platform and the Protocol. 

10.10. You alone are responsible for securing your private key for any address with respect to your virtual assets. Any loss of control of the private key will permanently and irreversibly deny you access to such virtual assets. Neither the Company nor its Affiliates will be able to retrieve or protect the virtual assets not held by us in your Account. Once lost, you will not be able to transfer such virtual assets to any other address or wallet, which means that you will also not be able to realise any value or utility that the virtual assets may hold now or in future.  

10.11. Transactions in virtual assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. You should note that once a transaction has been verified and recorded on a blockchain, loss or stolen virtual assets generally will not be reversible. This means accidental or fraudulent transactions in respect of virtual assets may not be recoverable.  

10.12. The regulatory status of virtual assets, cryptocurrencies, digital assets and related products and services is unclear or unsettled in many jurisdictions, including in Hong Kong. It is difficult to predict how or whether governmental authorities will regulate such digital assets and related activities. Virtual assets have become a primary target of regulation in all major jurisdictions across the world. It is impossible to predict how, when or whether regulatory agencies may create new regulations with respect to such technology and its applications, including the Platform and the Services. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect virtual assets, cryptocurrencies, digital assets, blockchain technology and its applications. Such changes could negatively impact the Platform, the Services and other products and services offered by us or our Affiliates in various ways and may cause disruption or discontinuance of functionalities and features of the Platform and the Services. In such event, we may have to suspend or discontinue access to the Platform and/or some or all of the Services (whether in part or in whole).  

10.13. We are not responsible for the market of virtual assets (including the HP Tokens), and we make no representations or warranties concerning the real or perceived value of virtual assets (including the HP Tokens) as denominated in any quoted currency. You understand and acknowledge that the value of virtual assets (including the HP Tokens) can be volatile, and you agree that we are not in any way responsible or liable for any losses you may incur by acquiring, holding or trading virtual assets (including the HP Tokens). 

10.14. Many virtual assets are developed on open-source blockchains (such as the Ethereum protocol). Once released to the open source community, anyone may develop a patch or upgrade for the source code of the blockchain protocol without prior permission by anyone else. The acceptance of patches or upgrades by a significant, but not necessarily overwhelming percentage of the node holders could result in a "fork" in the blockchain. The temporary or permanent existence of forked blockchains could adversely impact the operation of the blockchain protocol and the sustainability of its ecosystem. While a fork in the blockchain could possibly be rectified by community-led efforts to re-merge the two separate branches, success is not guaranteed and could take an undetermined amount of time to achieve.  Forks, airdrops and other network events may affect the features, functions, operation, use or other properties of the virtual assets being affected and may also severely impact the price or value of such virtual assets, or even result in the shutdown of the network or platform associated with those virtual assets. Such events may be beyond the control of the Company and its Affiliates, or to the extent the Company or any of its Affiliates has any ability to impact such event, the Company and/or its Affiliates’ decisions or actions may not be in your best interests.

Market, liquidity and conversion risks 

10.15. The foreign currency exchange and virtual asset exchange markets are highly volatile and fraught with unlimited downside risks. You may incur losses as a result of fluctuations in the exchange rates between different virtual assets and fiat currencies and such losses can be substantial. 

10.16. Liquidity risk is the risk of losses attributable to a lack of liquidity (eg. small number of active market participants) in a particular market. This is usually indicated by wide bid / offer spreads and very few transactions being carried out in a particular product or market. The risk is that changes in the underlying market price may be infrequent but very large, and that it is not possible to unwind or transfer a particular transaction in a timely manner, at near the price the investor had expected, or at all. Such liquidity risks apply to virtual assets, and may be caused by the absence of buyers, limited buy/sell activities or underdeveloped secondary markets for certain virtual assets.  

10.17. The value of a virtual asset (including the HP Token) may be derived, among other things, from the continued willingness of market participants to exchange fiat currency for that virtual asset, which means that the value of a particular virtual asset may decline, or be completely and permanently lost, should the market for that virtual asset diminishes or disappears. There is no assurance that any market for the HP Tokens will ever develop, and you should further note that there is no assurance that a market that existed for a particular virtual asset will continue to exist in the future, or that a person who accepts a virtual asset as payment today will continue to do so in the future. 

Technology and cybersecurity risks 

10.18. We are not responsible for any trading or transaction of any virtual assets. Any trading of virtual asset may involve a number of technology-related risks and other risks. If you undertake transactions on an electronic system, you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all. In particular, your attention is drawn to the following:

  1. the internet is, and any electronic system connected to the internet may also be, an inherently unreliable medium of data transmission and communication and that, accordingly, there are risks involved in conducting transactions through such electronic system or otherwise communicating through the internet or any electronic system; 

  2. access to any electronic system may from time to time be limited, delayed or unavailable, including during periods of peak demand, network congestion, systemic failures (including hardware and software failures), systems upgrade or maintenance or for other reasons; 

  3. instructions given or transactions conducted through the internet or any electronic system may be subject to interruption, transmission blackout, delayed transmission or incorrect data transmission due to, amongst other things, unpredictable traffic load, the public nature of the media used or other reasons;  

  4. instructions given through the internet or any electronic system may not be executed or may be delayed so that they are executed at prices different from those prevailing at the time the instructions were given; and 

  5. communications and personal data may be accessed or intercepted by unauthorised third parties, including potentially malicious actors. 

10.19. Virtual assets may be subject to expropriation, theft and/or fraud. Hackers or other malicious groups or organizations may attempt to interfere with our system/network in various ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing which may result in the loss of your virtual assets, or the loss of your ability to access or control your virtual assets. In such event, there may be no remedy, and you are not guaranteed any remedy, refund, or compensation. It is your responsibility to take precautions to ensure that your use and access to the Platform and your Account will not expose your device to viruses and other items of a destructive nature.

10.20. There is a risk that the Platform or any of the Services may unintentionally include weaknesses or bugs in the source code which may adversely affect the Platform or the Services and result in the loss of your funds (including virtual assets and fiat monies) and/or the loss of your ability to access or control your funds. In the event of such a software bug or weakness, you may lose some or all of your funds and you are not guaranteed any remedy, refund or compensation.

10.21. While we adopt quality assurance procedures to help ensure the source codes as accurately as possible reflect their intended operation, the flawlessness of the source codes, some of which are open-source codes, cannot be guaranteed. They may contain bugs, defects, inconsistencies, flaws or errors, which may disable some functionality, create vulnerabilities or cause instability. Such flaws may compromise the predictability, usability, stability, and/or security of the trading platform. Open source codes rely on transparency to promote community-sourced identification and solution of problems within the code.  

10.22. Cryptography is evolving and advancement in cryptography technologies and techniques, including but not limited to code cracking, the development of artificial intelligence and/or quantum computers, could be identified as risks to all cryptography-based and/or blockchain-based systems, including the underlying systems of virtual assets. The security of our Platform cannot be guaranteed, particularly in view of the unpredictability of the future developments in cryptography and security-related innovations.  

THIS CLAUSE IS NOT, AND IS NOT INTENDED TO BE, AN EXHAUSTIVE LIST OF RISKS INVOLVED IN OR ASSOCIATED WITH THE USE OF THE PLATFORM OR THE SERVICES OR CARRYING OUT ANY TRANSACTIONS ON OR THROUGH THE PLATFORM. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH USE OR SUCH TRANSACTION IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES AND SHOULD CONSULT YOUR OWN FINANCIAL, LEGAL AND/OR ANY OTHER ADVISERS.

11. SUSPENSION, TERMINATION AND ACCOUNT CLOSURE

11.1. The Company may at any time, and without liability to you, terminate, suspend, or limit your use of the Services in accordance with the terms and conditions. You agree and acknowledge that:

  1. you shall not be entitled to any payment, compensation or damages from us in relation to such termination, suspension or limitation of your use of the Services for any reason whatsoever; and 

  2. our rights of limitation, suspension and termination of any Service or your access thereto under these Terms shall be without prejudice to any other rights or remedies which we may have, whether under these Terms or Applicable Laws. 

11.2. If at any time you wish to: (i) suspend, deactivate or terminate your access to and use of any particular Services; or (ii) deactivate or close your Account, you may submit a request to us for the same through the Platform or by email to [*]. You acknowledge that you may be required to accept additional terms and conditions prescribed by us in relation to such suspension, deactivation, termination of Services or deactivation or closure of Account, which will be notified to you in writing. 

11.3. If, at the time of the submission of your Account closure request, your Account has any outstanding or ongoing obligations, commitments, liabilities (including but not limited to any amounts owed to the Company) or activities (including but not limited to any pending or partially executed orders or transactions), regardless of whether or not such obligation, commitment, liability or activity has matured or accrued or remains contingent, you agree that the Company shall not be obliged to process such Account closure request until all such obligations, activities or commitments have been fully discharged or completed. 

11.4. You agree and consent that we may, and hereby authorise us to, without notice to you, deduct from balances in your Account (if any), withhold and/or set-off against any payment to you any amount for the purpose of fulfilling, satisfying or completing obligations, commitments, liabilities or activities outstanding as at the time of submission of your Account closure request or the Company’s decision to close your Account pursuant to these Terms, provided that you shall in any event remain liable for any obligations, commitments, liabilities and activities which are not fully fulfilled, satisfied or completed (including but not limited to any shortfall in fulfilling any payment or settlement obligations after such deduction, withholding or set-off). 

11.5. These Terms shall terminate immediately upon the closure of the User’s Account and no further use of the Platform and Services being made by the User, upon which each of the Company and the User shall be released from further performance of its obligations hereunder and these Terms shall be of no further force or effect, provided that:

  1. termination shall not relieve either Party from any obligations or liabilities which are outstanding on or relate to matters or claims occurring or arising prior to the date of such termination or impair or prejudice any of the rights or remedies of either Party accruing prior to such termination; and 

  2. provisions of these Terms expressed or intended to survive the termination of these Terms shall continue to operate in full force and effect.

12. INTELLECTUAL PROPERTY

12.1. The Company, its Affiliates and their respective licensors shall be the exclusive owners of all intellectual property rights, including but not limited to any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, and any registrations thereof and pending applications therefor (to the extent applicable), as well as any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, codes, technology, graphics, files, icons, scripts, videos, text, images, content, other materials, database or data right, any licence or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing (collectively “Intellectual Property Rights”) which are used for, relate to or involved in the Company and its Affiliates’ respective products, services, businesses and activities, including but not limited to the Platform, the App, the Site, the Services, including the Protocol and the HP Tokens, and the Contents. You shall not obtain, and shall not take any action to claim or assert, any interest or share in, the Intellectual Property Rights of the Company, its Affiliates or their respective licensors by virtue of these Terms or your use of the Platform or the Services. Save for the limited licences and rights expressly granted by you under these Terms, no other rights are granted to you in respect of any of the Intellectual Property Rights of the Company and its Affiliates and their respective licensors, the Platform, the Services or the Contents. All rights and licences not expressly granted to you hereunder are fully reserved by the Company. Nothing in these Terms shall be construed as conferring any right or licence to any Intellectual Property Rights of the Company or its Affiliates or any third party, whether by estoppel, implication or otherwise

12.2. You shall not violate or infringe, and shall not authorise, counsel, induce, assist or procure any other person to violate or infringe, the Intellectual Property Rights of the Company or its Affiliates or any third party. You further undertake not to take or attempt to take any action or claim ownership of any property that violates or infringes the Intellectual Property Rights of the Company, its Affiliates and their respective licensors. Without limitation to the generality of the foregoing: 

  1. you may only access, use and print the information, contents and materials on the Platform, the App or the Site for non-commercial and non-profit making uses (such as for your own informational and record-keeping purposes); 

  2. no part or parts of contents, format or design of the Platform, the App, the Site or the Services may be reproduced, distributed, republished, printed, displayed, broadcast, hyperlinked, transmitted, adapted, modified or used to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information system without our prior written permission; and 

  3. to the extent that the Platform, the Site or the App contains any functionality that allows you to access or download specific materials, your use of such functionality and the downloaded materials may be subject to separate terms and conditions which you will be asked to read and accept at the relevant time. 

12.3. To the fullest extent permitted by law, you shall upon demand defend, protect, hold harmless, and indemnify the Company and its Affiliates from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or alleged, for  violation or infringement of any person’s Intellectual Property Rights arising from or in connection to any of your act or omission.

13. CONFIDENTIALITY

13.1. Each Party (the “Receiving Party”) acknowledges that it may acquire certain Confidential Information of the other Party (the “Disclosing Party”) in connection to the entry into and performance of these Terms and in exercising its rights or carrying out its obligations hereunder. Except as specifically provided by these Terms or otherwise authorised by the Disclosing Party in writing or as reasonably necessary for the Receiving Party to carry out its obligations hereunder, the Receiving Party: (i) shall retain in confidence and treat as trade secret all Confidential Information of the Disclosing Party; (ii) shall not use any Confidential Information of the Disclosing Party for its own benefit other than for the purpose of the performance of its obligations exercise of its rights hereunder; and (iii) shall not disclose such Confidential Information to any third party except to the employees, agents and independent contractors of the Receiving Party (and also, in the case of the Company, its Affiliates) on a need-to-know basis. The Receiving Party shall ensure and procure any person to which it discloses any Confidential Information of the Disclosing Party as permitted by this Clause 13 is subject to, and observes, the same confidentiality obligations with respect to such Confidential Information of the Disclosing Party as contained in this Clause 13. 

13.2. Nothing in these Terms shall prohibit, prevent, inhibit or otherwise affect the obligations of the Receiving Party or any of its employees, agents and independent contractors (and, in the case of the Company, its Affiliates) to disclose any information in accordance with the Applicable Laws or as requested by any Authority, provided that: (i) the Receiving Party shall notify the Disclosing Party as soon as practicable after becoming subject to such disclosure obligation so that the Disclosing Party may seek a protective order or other appropriate remedy; and (ii) any such disclosure of Confidential Information shall be limited to the extent required by Applicable Laws and/or the request of the relevant Authority.

13.3. Within [seven (7) Business Days][HYA: Please confirm.] after the termination or expiration of these Terms, the Receiving Party shall return or destroy (as the Disclosing Party may require) all copies of, and all notes and other records relating to, the Confidential Information of the Disclosing Party disclosed to it under or in connection to these Terms, regardless of the form or medium in which such copies, notes and records have been kept. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information of the Disclosing Party for the sole purpose of compliance with the relevant record-keeping requirements under the Applicable Laws, provided that the Receiving Party shall maintain the confidentiality of such Confidential Information as provided by this Clause 13 for so long as such Confidential Information remains in its possession. 

13.4. Each Party acknowledges that any breach of this Clause 13 may cause irreparable harm for which monetary damages are insufficient remedies and, therefore, that upon any breach by a Party of this Clause 13, the other Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, in addition to all other remedies available at law or equity to the Party. 

13.5. The provisions of this Clause 13 shall survive the expiration or termination of these Terms and shall continue to be binding upon the Parties for a period of [seven (7) years] after such expiration or termination. 

13.6. For the purposes of this Clause 13, the term “Confidential Information”: 

  1. means: (i) the terms and contents of these Terms and any other agreement, contract, deed or instrument which may be entered into between the Parties in connection to the subject matter of these Terms; and (ii) all information, data, contents and materials disclosed or provided by or on behalf of the Disclosing Party to the Receiving Party in connection with the negotiation, closing and performance of these Terms, which is of a confidential nature (whether or not marked as such and whether in oral or written form), including without limitation, customer information, business objectives, sales strategies, marketing programmes and methods, analyses, reports, sales data, customer lists, software programmes, algorithms, know-how, technologies, programming techniques and technical, developmental, cost and budgeting information; and 

  2. does not include information which: (i) has come to the knowledge or possession of the Receiving Party prior to disclosure by the Disclosing Party; (ii) has entered the public domain other than as a result of disclosure by the Receiving Party in violation of the provisions of this Clause 13; or (iii) is or becomes available to the Receiving Party from a third party which has no confidentiality obligations to the Disclosing Party.

14. DATA PROTECTION

14.1. By using the Platform and the Services, you confirm that you have read, understood and agreed to our Privacy Policy (as amended, modified, updated and supplemented from time to time) which forms part of these Terms and understand how we collect, use, process and disclose your personal data to our Affiliates, third-party service providers and other relevant third parties. We will only disclose your personal data in order to provide to you and to facilitate your use of the Services, or as required by Applicable Law or the request or order of an Authority having competent jurisdiction. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure and how you may request for access to your personal data, please refer to our Privacy Policy uploaded on our Site.

14.2. We reserve the right at any time to take any action to satisfy our internal requirements and obligations (including but not limited to obligations under Applicable Laws) with respect to your personal data, including but not limited to requesting relevant original documents, disclosing your personal data with the relevant Authorities or to our Affiliates and third-party agents and service providers, and verifying your personal data against secure internal or third-party databases, for purposes such as prevention of fraud, money laundering and terrorist financing or any other legitimate purpose.

15. LIMITATION OF LIABILITY

15.1. The Services are provided on an "as is'' and “as available” basis and without any representation, warranty or undertaking, whether express, implied, or statutory, except as expressly provided in these terms. To the fullest extent permitted by law, we disclaim all other representations, warranties or undertakings, express or implied, made to you, your affiliates or any other person, including without limitation, any warranties regarding title, non-infringement, timeliness, quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) in relation to the platform services or any other goods or services incidental thereto the platform. Additionally, we do not represent or warrant that the service content and any other information or materials on the Platform, the Site or the App are accurate, complete, reliable, current, or error-free. While we attempt to make your use of the Services safe, we cannot and do not represent or warrant that the services are free of viruses or other harmful components.

15.2. To the extent permitted by Applicable Law, notwithstanding anything in these Terms, we and our Affiliates, agents and representatives shall not be liable to you for any losses or damage, costs, expenses or claims:

  1. due to an unusual or unforeseeable event, outside our reasonable control and/or the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to any Force Majeure Event);

  2. arising from or in connection with:

  1. any Service Suspension or Access Suspension, or any interruption, delay, suspension, discontinuance or failure of the Services; 

  2. any rejection, cancellation, reversal, voiding or delay in processing of any Instruction; 

  3. any non-execution, partial execution or delay in execution of any transaction; 

  4. use of your device or your Account by third parties, whether authorised or unauthorised by you; or 

  5. any unauthorised use of the Services contrary to these Terms by you or under your Account; 

  1. due to any actions and steps taken which are necessary for compliance with Applicable Laws and/or orders of courts of competent jurisdiction or relevant governmental or regulatory authorities;

  2. for lost profits, lost revenues, lost business opportunities, lost data, other intangible losses or any punitive, exemplary, special, incidental, indirect or consequential losses or damages, regardless of whether such losses or damages were direct or indirect, foreseeable or unforeseeable, and whether we and our Affiliates, agents and representatives have been advised of the possibility of such damages; 

  3. resulting from hacking, tampering, virus transmission or other unauthorised access or use of the Platform, the Services, your Account, or any information, feature or functionality contained therein; or 

  4. in connection to any act or omission on the part of any third parties. 

provided that nothing in these Terms shall operate to limit or exclude any liability for fraud or gross negligence. 

15.3. Without prejudice to Clause 15.1 and Clause 15.2, in no event shall our aggregate liability for any loss, damage, costs, expenses and claims arising under or in connection with these Terms and the Services which cannot be or are not hereby excluded exceed [the aggregate amount of Fees you have paid to us for your use of the Services during the three-month period immediately preceding the event giving rise to your claim][HYA: Please confirm.].

15.4. You agree and acknowledge that any claims which you may have against us under these Terms may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative actions or proceedings, and hereby waive any and all rights to such class action or representative actions or proceedings. No court or adjudicator may consolidate or join more than one person's or party's claims and may not otherwise preside over any form of any consolidated, representative, or class proceedings. Any relief awarded to any user of the Platform or the Services shall not affect any other users.

16. REPRESENTATIONS AND WARRANTIES

16.1. The User hereby represents, warrants and undertakes to the Company that each of the Warranties is true accurate, complete and not misleading in any material respect as at each day that these Terms are binding upon the User (including each day from the opening of an Account up to and until the closure of such Account). The User hereby acknowledges that the Company, in entering into these Terms, is relying on each of its Warranties. 

16.2. The User undertakes to notify the Company in writing, as soon as reasonably practicable, of any matter or event coming to its attention which renders or could reasonably be expected to cause any of its Warranties to be or to have been untrue, inaccurate, incomplete or misleading in any material respect.

16.3. Each of the Warranties shall be separate and independent and, save as expressly provided herein, shall not be limited by reference to any other paragraph or anything in these Terms.

16.4. The User represents, warrants and undertakes to the Company, in the following terms, as of each day that these Terms are binding upon it: 

Capacity, standing and authority

  1. The User is, has been and will remain an Eligible User for so long as the User maintains an Account with the Company. 

  2. If the User is a natural person, the User is of sound mind, has the legal capacity to enter into these Terms, has entered into these Terms at his or her own will, and understands the nature of the obligations to be assumed by him or her under these Terms. 

  3. These Terms constitute legal, valid and binding obligations of the User enforceable in accordance with their terms and conditions (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors’ rights generally).

Full understanding

  1. You have read the entirety of these Terms (as amended, modified, updated or supplemented from time to time) and fully understands each of the provisions contained in these Terms. You have sought independent professional advice prior to entry into and acceptance of these Terms (as amended, updated or supplemented from time to time) where necessary or, if you have not done so, you acknowledge you have been advised to do so but have deemed it unnecessary and assume all risks (including but not limited to those set out in Clause 10) arising from or associated with acceptance of these Terms and your use of the Services.

  2. You have sufficient understanding of virtual assets, cryptographic tokens, token storage mechanisms (such as digital wallets) and blockchain technology to understand the Terms and the terms and features of the Services offered hereunder, and to appreciate the risks and implications (including but not limited to those set out in Clause 10) of registering for and using the Services. 

No litigation or default

  1. No litigation, arbitration or administrative proceeding is currently taking place or pending or, to the knowledge of the User, threatened against the User, or its or their respective assets or revenues. 

Legal and regulatory compliance 

  1. The User has not been in contravention of any Applicable Laws in the jurisdiction(s) in which it resides. 

  2. All funds being used by the User for the purpose of paying any Fees and any other amount (including any interest, penalties, damages and indemnities) are legally and beneficially owned by the User and not obtained through suspicious sources, are not proceeds of crime, and the User has conducted sufficient due diligence against the source of such funds. 

Accuracy of information

  1. All information provided by or on behalf of the User in connection with these Terms to the Company and its Affiliates is true and accurate in all respects and all forecasts and projections contained therein were arrived at after due and careful consideration on the part of the User and were, in its considered opinion, fair and reasonable when made. The User is not aware of any fact which has not been disclosed in writing to the Company which might have a material effect on any such information, forecasts or projections or which might affect the willingness of the Company to enter into these Terms with the User or to grant to the User the Account or to provide the Services to the User.

17. INDEMNIFICATION

You agree to, upon demand, indemnify, protect, defend and hold harmless the Company, its Affiliates and its third party service providers, and each of their officers, directors, agents, joint venture entities, employees and representatives (collectively “Indemnified Parties”), from and against any losses, damages, costs, expenses (including but not limited to any legal costs and expenses and fines, fees or penalties imposed by any regulatory authority), claims, demands, litigation, arbitration or other proceedings brought by any person against any of the Indemnified Parties arising out of or in connection with (a) your breach of any provision of these Terms; (b) your use (or misuse or abuse) of the Platform and the Services; (c) your violation of any Applicable Laws or the rights of any third party; and (d) any fraud, negligence, default, misconduct or any other act or omission on the part of you or your agents and representatives. It is hereby expressly agreed and acknowledged by the Parties that the provisions of this Clause 17 shall survive the termination or expiration of these Terms. 

18. ANTI-MONEY LAUNDERING

18.1. As a licensed trust or company service provider, we are required to comply with the requirements of the AMLO and other Applicable Laws relating to AML/CTF (collectively the “AML Laws”). In addition to initial KYC and CDD obligations, we are also responsible for ongoing review and monitoring of our business relationship, including monitoring of your Account and all activities conducted your Account. You agree to cooperate with us fully with respect to all AML/CTF measures adopted by us, including but not limited to providing all information and documents and answering all enquiries which we may have with respect to you, any transactions or other activities carried out under your Account, as well as your source of funds and source of wealth. 

18.2. You further agree and acknowledge that we may take any and all actions as we in our sole and absolute discretion consider necessary or appropriate for the purpose of complying with the AML Laws and our internal policies and procedures with respect to AML/CTF, including but not limited to any temporary or permanent suspension or termination of your Account or of your access to the Platform or our provision of any Services to you or the imposition of additional limits on your transactions or other activities under your Account, without prior notice and without liability or compensation to you. 

19. CUSTOMER FEEDBACK, ENQUERIES AND COMPLAINTS

If you have any feedback, enquiries or complaints, please contact us via email at [*]. Whilst we strive to respond to you as soon as possible, for more complicated issues, it may take us thirty (30) Business Days or more to resolve and revert to you. You accept and agree that we shall not be responsible for any loss and damage incurred due to any delay in responding to any of your feedback, enquiries or complaints.

20. AMENDMENT AND virtual assetRIATION

These Terms may from time to time be updated, amended, revised or supplemented by us as we in our absolute discretion deem appropriate. Such updated Terms as posted by us will take effect immediately upon publication unless otherwise stated in such notice. You should regularly check the App and the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Platform without prior notice. By continuing to use the Platform and/or the Services after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Platform and Services and shall be bound by the same accordingly. If you do not wish to be bound by any changes, amendments or supplementations to these Terms then you should stop using the Platform and the Services immediately, including taking steps to deactivate or close your Account promptly without delay.

21. TRANSFER, ASSIGNMENT OR DELEGATION

21.1. These Terms, and any rights and obligations and licences granted to you hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned, novated or delegated by you to any third-party without our prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing provisions of this Clause 21.1, these terms shall be binding on and enure for the benefit of the successors and assigns of each of the Parties.

21.2. We may transfer, assign, novate or delegate any or all of our rights and obligations under these Terms to any other party (including but not limited to any of our Affiliates) without prior notice to you and without your approval or consent.

21.3. Subject to the foregoing provisions of this Clause 21, these Terms shall be binding upon and enure for the benefit of the successors and assigns of each of the Parties.

22. SEVERABILITY

If any provision of these Terms is determined by any court of competent jurisdiction to be invalid, illegal or incapable of being enforced, in whole or in part, the remainder of that provision and of these Terms shall remain in full force and effect as if such invalid, illegal or unenforceable provision (or the relevant part of such provision) had never been contained herein. Upon such determination by a court of competent jurisdiction, we may introduce a new term or provision to replace the invalid, illegal or unenforceable provision (or the relevant part of such provision), which, as far as legally possible: (i) most nearly reflects the intent and effect; and (ii) results in the economic and legal substances of the transactions contemplated hereby, as we in our sole and absolute discretion deem appropriate.

23. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any other document, agreement or terms incorporated by reference herein, constitute the entire agreement between the Company and the User with regard to the User’s use of the Platform and the Services and supersedes and replaces any and all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, whether oral or in writing, and whether express or implied. You acknowledge that in entering into these Terms, you do not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

24. RELATIONSHIP

Nothing in these Terms or the provision of the Services to you under these Terms shall create a relationship of partnership, agency, trust or advisorship, and nothing in these Terms shall create any fiduciary relationship between us. We shall owe no responsibility or obligation to you or in respect of your assets or properties other than as expressly stated in these Terms.

25. WAIVER

25.1. A Party’s failure, omission, forbearance or delay in exercising any right or remedy available to it under these Terms or Applicable Laws shall not constitute a waiver by such Party of any of its rights or remedies. No waiver of any right, remedy, breach or default hereunder or hereof shall be effective unless such waiver is put in writing by the Party entitled to waive the same. No waiver by a Party of a breach hereof or default hereunder, or of any of its rights or remedies hereunder, shall be deemed to be a waiver by such Party of any subsequent breach or default.

25.2. Each right, power or remedy conferred upon or reserved to a Party under these Terms or Applicable Laws shall be cumulative, and shall not operate to limit or exclude any other right, power or remedy of such Party.

26. FORCE MAJEURE

Neither the Company, its Affiliates nor any of their respective directors, officers, employees or agents shall in any event be liable for any failure or delay in the performance of its obligations or the exercise of its rights, powers and/or discretions hereunder or any loss or damage in connection therewith if it is prevented from so performing its obligations or exercising its rights, powers and/or discretions by any Force Majeure Event, provided that the Company shall as soon as reasonably practicable after the occurrence of such Force Majeure Event give notice of the same, and of any arrangements being or to be implemented in connection therewith, to users of the Platform and the Services by publication or posting on the Platform or by any other means of communication permitted hereunder.

27. NOTICE AND COMMUNICATIONS

27.1. By using the Services, you agree that we may provide you with any notices or other communications, including marketing, relating to your use of the Services electronically: (a) via email, SMS, chat message or telephone call (in each case according to the contact information that you provide to us during the onboarding process or subsequently); or (b) by posting to or publication on the Platform. For notices and communications delivered by email, SMS, chat message or telephone call, the date of receipt will be deemed the date on which such notice is transmitted. For notices and communications delivered by posting to or publication on Platform, the date of receipt will be deemed to be the date on which the notice or communication is posted.

27.2. Notices to us should be sent electronically to us via the Platform or by email to us at [*], in either Chinese or English language. Any Instruction sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instruction from the relevant system and informed you of such receipt.

27.3. You agree, without prejudice to any provision of these Terms, that, to the extent that there are any rules or requirements in your local jurisdiction governing the time and place of dispatch and receipt of electronic communications, to the maximal extent permitted under Applicable Laws, such rules and requirements shall not apply to your use of the Services and that you shall bear any loss or damage which may arise from or be associated with the use of the Internet, including but not limited to any loss, delay, corrupted texts, unauthorised interceptions by third parties.

28. THIRD PARTY RIGHTS

Save as expressly provided in these Terms, no person who is not a party to these Terms shall be deemed to have acquired any right by reason of anything contained in these Terms, nor shall any such person be entitled to enforce any provision of these Terms. The application of the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to these Terms is hereby expressly excluded.

29. GOVERNING LAW AND JURISDICTION

29.1. These Terms and any dispute or claim arising out of or in connection herewith or the subject matter or formation hereof (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.

29.2. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination of these Terms or any dispute regarding any non-contractual obligations arising out of or relating to these Terms, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in either English or Chinese.

29.3. The Notice of Arbitration and any other documents, submissions, notices and communications for the purpose of or in connection to arbitral proceedings conducted in accordance with this Clause 29.3 shall be served by the Parties on each other by email as follows:

  1. if to the Company, to [*] (or such other email address as may be specified by us and notified to you from time to time); and 

  2. if to you, to the email address registered as your email address as shown in your Account or, if your Account has been closed or terminated, to the last email address you have most recently provided to us and of which we are aware (which may be your registered email address prior to the closure or termination of your Account).