FOPAY TERMS OF SERVICE

FOPAY TERMS OF SERVICE

These Terms of Service (these “Terms”) govern your access to and use of our website(s), mobile and desktop application(s) known as FoPay (collectively, the “Platform”), as well as the information, materials and services on or provided through the Platform (collectively, the “Services”). By using the Platform, you hereby acknowledge and confirm that you have reviewed, understood, and consented to the terms and conditions contained in these Terms, the Privacy Policy (as described below) and all other policies, rules or notices posted by us on the Platform, and you will abide by these Terms, the Privacy Policy and such other policies, rules and notices. These Terms are entered into for the benefit of Hang Feng Wallet Technologies Limited and its affiliated entities (collectively “we”, “us”, “our” or “FoPay”). We reserve the right, at our sole discretion, to modify or change any part of these Terms from time to time without notice to you. It is your responsibility to review these Terms periodically for modification or changes.

Your use of the Platform or the Services after any modification or change to these Terms will constitute your acceptance to such modifications or changes.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MAY NOT ACCESS OR USE THE PLATFORM OR THE SERVICES.

ACKNOWLEDGEMENT
1. You confirm that you are at least 18 years old and are of the age of majority in the jurisdiction in which you live or are otherwise able to enter into contracts as an adult, and have the right, authority, and capacity to agree to these Terms. If you are an employee or other representative of or an proxy on behalf of a business or other entity and you are using the Platform in your representative capacity, then you hereby represent that you are authorised to use the Platform and the Services as a representative of such entity and agree to these Terms, the Privacy Policy and all other policies, rules or notices posted by us on the Platform on behalf of such entity (to which references to “you”, “your” also apply).
2. You agree and undertake not to use the Platform or the Services for any unlawful purpose or in any illegal way, and undertake to comply with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) and all international practices for use of Internet. If you are using the Platform or the Services outside Hong Kong, you must comply with all applicable laws, rules and regulations of your country or jurisdiction in doing so and all international practices for use of Internet. You agree and warrant that you will not use the Platform or the Services to engage in any infringement of the rights and interests of the others. We will have the right to use for any purpose, free of charge, all information or content submitted by you via the Platform except those submissions made under separate legal contract.
3. We may determine the Services made available to you under these Terms from time to time, at our sole discretion.
4. We may refuse to provide any Service if, in our opinion: (i) an Event of Default has occurred and is continuing; (ii) you have provided any incorrect, incomplete or misleading information or made an incorrect or misleading representation or warranty; (iii) you have not provided all documents and information requested by us or satisfied any pre-condition imposed by us on the relevant Service; or (iv) you have not provided sufficient evidence that meets our eligibility criteria for the relevant Service.
5. Without limiting our rights under any other provision contained in these Terms, we may also suspend or refuse to provide any Service if, in our opinion, the Service may: (i) not comply with Applicable Law, including any AML/CTF requirements; (ii) be used to circumvent any Applicable Law, including any AML/CTF requirements; (iii) result in us providing Services to a person in a jurisdiction that is the target of country-wide or territory-wide sanctions and such other country or territory in which we may not offer services, as determined by us from time to time; or (iv) result in us being associated with any violation of Applicable Laws.
SCOPE
1. These Terms govern your Account and your use of the Services.
2. These Terms comprises: (a)these Terms, which applies to your Account and the Services generally; (b)our Privacy Policy; (c)any document setting out the Fees and charges that may apply to a Service, Instruction and/or Swap Transactions; (d)any other rules, notifications, guidelines, terms or agreement designed by us from time to time to be part of these Terms; and (e)any supplements, additions, annexures, terms incorporated by reference and/or notices issued by the Group, including any Confirmation.
3. Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between: (a) any specific terms applicable to a Service and any other terms of the Terms, the specific terms prevail; or (b) a Confirmation and any other terms of the Terms, the Confirmation prevails, in each case save for manifest error.
THE SERVICES
Subject to Clause 24, The Services provided to users by us and / or other third-party service providers encompass the following activities: (a) establishment and management of a debit card in an authorized institution; (b) Swap Transactions; (c) management of the FoPay account and wallet; (d) management of virtual assets; and (e) other third party services. Although you may have access to the full range of Services mentioned above, PLEASE BE AWARE THAT FOPAY ACTS SOLELY AS A TECHNICAL SERVICE PROVIDER, OFFERING TECHNICAL SUPPORT AND CONVENIENCE FOR YOUR USE OF THE RELEVANT SERVICES. FOPAY IS NOT AN INSTITUTION RECOGNIZED BY ANY FINANCIAL REGULATORY AUTHORITY FOR OPERATING FINANCIAL SERVICES AND THEREFORE DOES NOT OPERATE ANY SUCH SERVICE.
You acknowledge that to provide you with a better user experience, part of the Services (including but not limited to subclause (a), (b) and (d) of clause 3.1) will be provided by Qbitech (for subsection (a) (b) and (d) in Section 3.1), Sumsub (for KYC service) or other third-party service providers rendered by FoPay. FoPay exclusively functions as a technology service provider. FoPay has the right to inspect and be informed whether these third-party service providers have all licenses and qualifications to conduct such Services, and whether their AML compliance policies, procedures and systems are robust. Despite this, FoPay will not bear any liability for security risks that may arise from the services rendered by third-party entities.
FoPay reserves the right to update, modify, suspend, disable, or restrict access to, or discontinue the Services, or any features, components, or content thereof at any time, for any reason, without notice or liability to the user. There is no guarantee that specific services, features, components, or content will always be available.

ONBOARDING

To access the Services, you must open and maintain an account (the “Account”).
To open and maintain an Account with us and access Services, you must: (i) complete an applicable application as requested by us; and (ii) provide such information as we reasonably request. The information that you provide must be complete, accurate and up-to-date.
We have the sole discretion as to the opening, operation and closure of the Account. Without limiting the terms of the Terms, relevant Third Party Service Provider (as applicable) may, at any time, without liability: (i) vary, suspend or close your Account; (ii) specify or vary the scope of the Services able to be transacted through your Account; (iii) prescribe the types of virtual assets and currencies of fiat supported in respect of your Account; (iv) set or vary any limit regarding the Account or Services; and/or (v) restrict or impose conditions or limits on the Account.
Any Account is established and maintained by us for the sole purpose of providing the Services. In no circumstances should any Account be interpreted as a banking service, asset custody account, wealth management account, securities account or a stored value facility, of any similar kind.
By signing up for the Account for the use of the Services, you represent and warrant that: (a) you understand that the promotion and/or distribution of the Services outside of Hong Kong may require a license and that you confirm you are accessing and registering for the same on your own initiative without active promotion and/or solicitation from FoPay, any of its group companies and/or any of its affiliated, associated or connected persons; (b) you are an approved user of the Services who has completed the registration process and received an approval email from us; (c) you have read, understood and agreed these Terms and our Privacy Notice which are published on the following website: https://fo.com/; (d) you have attained the minimum age required under all relevant Applicable Laws for using the Services and the other services provided under these Terms; (e) you have the full right, power, and authority to agree to these Terms; (f) you are the authorized user of the Enabled Device; (g) you fully understand and accept the risks associated with using the Services; (h) FoPay operates exclusively as a technology service provider and does not participate in any financial or asset transactions (including, but not limited to, any swap transactions), for matters related to asset security and financial services, you are to make claims against the third – party service providers, and (i) you are not impersonating any other person, operating under an alias or otherwise concealing your identity.
In addition to the above, you agree to provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law) from time to time.
You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your use of the Services, including identifying or authenticating your identity or validating your funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information and/or documents that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third-party databases or through other sources.
We are entitled, in our sole discretion, to refuse your application for or to suspend, terminate or limit your use of the Services, and/or to change the eligibility criteria for registration at any time.
We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you confirm that you consent to us or a third-party carrying out such verifications on our behalf.
You must ensure any information provided to us, or any of our third-party service providers, is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Failure to complete any step of the registration process may also result in your inability to use the Services.

THE PLATFORM

The functions of the Platform, which may change from time to time without notice to you at the Group’s sole discretion, allow you to perform one or more of the following actions (as applicable), including but not limited to:

request for the issuance of a debit card (the “FoPay Card”) by Qbitech;
conduct KYC on the clients by Sumsub;
change the basic settings associated with your FoPay Card;
conducting Swap Transactions;
view the electronic Transaction History (no paper statements will be provided);
request for the Services to be disabled, enabled or blocked;
load and be associated with your wallet of virtual assets;
deposit your virtual assets into a virtual account owned by Qbitech;
accept and dispose of fiat currency assets through the FoPay Card;
proceeds from Swap Transactions;
transfer fiat monies from your FoPay Card to other users; and
conducting any other services and products provided by Qbitech, Sumsub and other third-party service providers.

Subject always to your continuing compliance with these Terms, FoPay will grant to you a limited, non-transferable, non-exclusive license to use the App insofar as owned by or licensed through the Platform on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved.
Some software components used in the Platform may be offered under an open source or other license as we may notify to you, in which case your use of those components of the Platform shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.

YOUR DEVICE

You acknowledge and agree that, in connection with your use of the Platform, you shall be responsible for the following, at your own cost: (a) obtaining all necessary hardware, software and communications services necessary for your use of the Platform in accordance with these Terms; (b) installing antivirus or other mobile security software on your Enabled 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 (c) installing updates and patches for the Platform and your Enabled Device in a prompt and timely manner.
Without prejudice to the foregoing and any other terms in these Terms, you shall be solely responsible and liable for any access to and use of the Platform and Services through your Enabled Device, notwithstanding that such access may have been affected without your knowledge, authority or consent. The Group shall not be liable to you for any loss or damage resulting from such use.
Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorized way, you shall notify us of the loss/theft or unauthorized access/use. In addition, where your Enabled Device has been accessed or used in an unauthorized manner, you should, as soon as possible, reset the password on your Enabled Device.

FEES

Your use of the Services may be subject to certain fees and you acknowledge and agree that it has been informed of the referral and consents to FoPay receiving the relevant referral fee, which will, if applicable, be debited from your wallet balance or FoPay Card balance (as applicable), deducted at the settlement of your card balances or otherwise charged to you separately. You undertake to settle any outstanding fees immediately upon request, failing which we reserve the right to suspend your use of the Services until all such outstanding fees have been settled. The list of applicable fees is set out in the relevant fee schedules, the Platform. We may in our sole discretion introduce additional fees or otherwise adjust or update the fees from time to time.
All applicable fees listed in the relevant fee schedule on the Platform are exclusive of any applicable taxes and the actual fee charged will be increased to account for any such applicable taxes.
Your obligation to pay any amount under these Terms is separate from each of your other obligations to pay.
You acknowledge that third-party service providers may impose certain technology service fees on you determined by certain Services you choose.

RIGHTS OF NETTING, SET-OFF AND LIEN

If, on any day, you and we have payment and delivery obligations in the same fiat or the same Acceptable Token in respect of two or more transactions, then we may elect for such fiat to be paid or such Acceptable Token to be delivered, on a net basis so that such obligations will be automatically satisfied and discharged. If, in respect of the same fiat or the same Acceptable Token, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
In addition to our rights under Clause 8.1, we may, at any time during the course of or following the termination of the Terms and without notice to you set off any amount or other obligation due from you (or where more than one person constitutes the client, any one or more of those persons singly or jointly) to us against sums due from us to you, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment. Any amounts that are so set off will be discharged promptly and in all respects. If, after such set-off, a balance of account is due and payable by you to the us: (a) you authorize us to: (i) sell all or any of your fiat and Acceptable Tokens held by us; or (ii) apply or appropriate all or part of your fiat and Acceptable Tokens in the account to meet such amount; and (b) if there is a shortfall following the application of any set-off pursuant to Clause 8.2(a) above, you will immediately pay to us an amount equal to such shortfall.
We are entitled to exercise a general lien over any or all of your property which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to satisfy any amount you owe us.
For the purposes of this Clause 8, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.
Our rights under this Clause 8 are in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which we are at any time otherwise entitled or subject, whether under these Terms or by operation of Applicable Law.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that: (a) FoPay’s trademarks and logos, and any other logos, service marks, product names and other proprietary indicia used in the Platform are the property of FoPay, its affiliates, or third-party licensors (collectively, the “Trade Marks”); (b) the intellectual property rights in and to the Services are either owned by us or licensed to us by third-party licensors; (c) other than the license expressly granted by you in these Terms, no other rights are granted to you in respect of either the Trade Marks, the App or the Services; and (d) no part or parts of the App may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

CONDUCT

Without prejudice to the foregoing, you shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to): (a) use the Platform to conduct electronic spamming; (b) use the Platform to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (c) use the Platform to upload content that has viruses, malicious codes, immoral or illegal content; (d) modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another other program or application; (e) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Platform or any components thereof; (f) use the Platform in any manner that would lead to the infringement of our intellectual property rights or those of any third-party; (g) use the Platform 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 any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of FoPay; (h) engage in any other activities deemed inappropriate by us or which is in contravention of any Applicable Laws; or (i) demonstrate or use any abusive, threatening and/or violent behavior or language towards our personnel.

DATA PROTECTION

By using the Services, you confirm that you have read and understood our Privacy Policy and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to FoPay, our authorized service providers and relevant third parties for purposes required by us to facilitate and administer your use of the Services; and to governmental authorities (such as, the JFIU) as required by law and orders for regulatory purposes and to the extent necessary and in a compliant manner. These purposes are set out in greater detail in our Privacy Policy.

ELECTRONIC COMMUNICATIONS

You shall accept full responsibility for the security and authenticity of all instructions sent via the Platform and you shall be bound by all such instructions. We shall be entitled to assume that all instructions received from your Enabled Devices via the Platform are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.
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 unauthorized access, and you accept these associated risks.
Any instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such instructions from the relevant system and duly informed you of such receipt. In addition, any instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.
Without prejudice to any of the terms in these Terms, you shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorized interceptions by third parties or duplicates.
You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services and/or of you (including transaction history) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

LIMITATION OF ACCOUNT AND SERVICES / TERMINATION

FoPay may at any time, without notice and in its sole and absolute discretion, terminate, suspend or limit your use, or the functionality, of your Account and the Services for any reason, including, without limitation (each, an “Event of Default”): (a) in the event of any breach by you of these Terms, or all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where the Group suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) as may be informed by its internal risk monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; (e) in the event you become insolvent or any of your assets are subject to insolvency proceedings (including where there is any assignment, arrangement or composition with or for the benefit of creditors); (f) you act fraudulently or dishonestly; (g) you disaffirm, disclaim, repudiate or reject, in whole or in part, these Terms; (h) you breach any Applicable Laws; (i) any of your Acceptable Tokens and/or fiat in relation to the account are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis; (j) you are convicted of a tax or other crime in any jurisdiction; (k) we, in our discretion, consider that the account is being operated or any Service is otherwise being used in an irregular or improper manner; (l) anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms; or (m) you fail to make on its due date any payment (including principal, interest or other sum) or delivery to FoPay (including payment for orders), you are otherwise in breach of any term of any agreement you have with FoPay or any other event of default (however described) under any other agreement between you and FoPay occurs. Notwithstanding anything contrary to the foregoing, such limitation, suspension or termination will only be targeted to technology services provided by FoPay. FoPay shall have no right to interfere with the provision of services by third-party service providers and makes no warranties or representations of any kind regarding the services provided by such third-party service providers.
FoPay reserves the right to reverse, cancel, refuse to honor or exclude you from participating in any incentive programs (including but not limited to any kind of reward, cashback or referral programs) if you are found in breach of any of these Terms, whether directly or indirectly, voluntarily or involuntarily.
Your obligations under these Terms will continue and the Group shall remain to be entitled to debit your wallet balance for any amount and charges incurred in or related to Services that are carried out before or after the termination of your Services (including FoPay Card) and you shall continue to remain liable to the Group for such amounts and charges until they are paid in full.
You shall not be entitled to any payment, compensation or damages from us in relation to any suspension or termination of your use of the Services for any reason whatsoever. Any suspension or termination of your use of the Services for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.
You are entitled to a refund of your wallet balance upon termination of your Services, and such refund or release will be subject to Clauses 13.6 to 13.12 below.
FoPay’s rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which FoPay may have (whether under these Terms, at law, in equity or otherwise).
You may at any time request for the termination of any of your Services, and, consequently the refund of your entire wallet balance by submitting to us via the Platform (“User Termination”).
In order to process your request for a User Termination, the Group may ask you to provide your photograph identification documents and other details for identification purposes to enable the Group to comply with Applicable Laws.
The Group may, subject to Applicable Laws, delay, deny, or reduce the amount returned or released to you if necessary to ensure that the requested reduction or release does not result in a negative wallet Balance.
The Group, in its sole and absolute discretion, will determine how (e.g. on-chain transfer, bank transfer or cheque) your remaining wallet balance will be returned or released to you. Your remaining wallet balance will only be returned or released to you.
You acknowledge and agree that any charges collected by FoPay from you are solely based on the necessary technical services provided by FoPay to you, as well as the necessary expenses and costs incurred in providing such technical services (including but not limited to suspension, termination, refund or withdrawal of the Account). Fees related to monetary transactions, swap transactions, and other similar activities are charged to you by third-party service providers. In certain circumstances, these third-party service providers may appoint FoPay to collect specific fees on their behalf. Any such fees collected by FoPay are done so based on the delegation from the third-party service providers. If you have any questions or disputes regarding the fees charged by such third parties, you should address them directly to the relevant third-party service provider.

LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, YOUR AFFILIATES OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THESE TERMS. OUR LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED, AT OUR OPTION, TO ANY ONE OF: (I) RE-SUPPLYING, REPLACING OR REPAIRING THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED OR (II) PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING OF THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED.
NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE GROUP OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU: (A) FOR ANY LOSSES OR DAMAGE OR CLAIMS (I) DUE TO AN UNUSUAL OR UNFORESEEABLE EVENT, OUTSIDE THE REASONABLE CONTROL OF US AND THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, EVENTS OF WAR OR CIVIL UNREST, NATURAL DISASTERS, STRIKE, LOCK-OUT, TRAFFIC DISRUPTION, ACTS OF DOMESTIC OR FOREIGN GOVERNMENTAL AUTHORITIES); (II) ARISING FROM OR IN CONNECTION WITH: (A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE APP OR SERVICES; (B) ANY REJECTION OF THE FOPAY CARD OR THE SERVICES; (C) ANY REFUSAL TO PROCESS OR AUTHORISE ANY TRANSACTION FOR ANY REASON; (D) YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE APP, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (E) USE OF YOUR ENABLED DEVICE AND THE SERVICES BY THIRD PARTIES, WHETHER AUTHORISED OR UNAUTHORISED BY YOU; (F) ANY THEFT OR LOSS OF YOUR ENABLED DEVICE; (I) CAUSED BY US DUE TO COMPLIANCE WITH APPLICABLE LAWS, COURT ORDERS, AND/OR CARD NETWORK RULES; AND (II) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In any case, the total liability of the Group arising out of or in connection with the provision of any service under these Terms shall be limited to your wallet balance as of the date your claim arises.
The Group shall not be liable for fault on the part of any third-party service providers instructed by us. In such cases, the Group’s liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers (but not of any sub-contractor or other third-party such third-party service provider may use).
Nothing in these Terms shall operate to limit or exclude any liability for fraud or for death or personal injury resulting from negligence.

INDEMNIFICATION

You agree to indemnify and hold FoPay, each of its affiliates and third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives (“Indemnified Parties”), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms; (ii) your use of the Platform and the Services; (iii) your violation of any rule or regulation, or the rights of any third-party; and (iv) any transactions resulted from your wilful default, fraud, gross negligence or breach of these Terms.

AMENDMENT AND VARIATION

These Terms may from time to time be updated or amended, and the Group will post any such updates on the Platform. Such updated Terms as posted will take effect immediately upon posting on the Platform. You should regularly check the Platform 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 the Services (as applicable) 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. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the Platform and the Services (as applicable) immediately.

ASSIGNMENT AND SUBCONTRACTING

These Terms, and any rights and licenses granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by FoPay without restriction, including without limitation to any of the FoPay’s affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.

SEVERABILITY

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.

ENTIRE AGREEMENT AND LANGUAGE

These Terms constitute the entire agreement between you, on the one hand, and the Group, on the other, with regard to its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
Notwithstanding the foregoing, if there are conflicts between these Terms and any Service content these Terms shall prevail.

WAIVER

These Terms shall be waived in whole or in part only with the written consent of FoPay.
The delay of enforcement or the non-enforcement of any of the terms of these Terms by FoPay shall not be construed as a waiver of any of the other rights of FoPay arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for FoPay in these Terms is exclusive of any other right, power or remedy available to FoPay and each such right, power or remedy shall be cumulative.

NOTICES AND COMMUNICATIONS

By using the Services (as applicable), you agree that FoPay, its related corporations, third-party service providers, contractors or sub-contractors may provide you with any notices or other communications relating to your use of the Services (as applicable) electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. We prefer receiving notices to us electronically through our support system.

THIRD PARTY RIGHTS

These (together with any other agreements subject to or connected with these) Terms and documents confer benefits on Indemnified Persons are intended to be enforceable by each Indemnified Person by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong). The parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any person other than a Indemnified Persons. Notwithstanding the provisions of this Clause, these (and any other agreements subject to these) Terms may be rescinded or varied in any way and at any time by the Group and you without the consent of any Indemnified Persons.

GOVERNING LAW AND SUBMISSION TO ARBITRATION

These Terms shall be governed by and construed in accordance with the laws of Hong Kong.
Unless otherwise specified, any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms, will be referred to and finally resolved by arbitration administered by Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
You and we agree that: (a) the law of this Clause is Hong Kong law; (b) the seat of arbitration will be Hong Kong; (c) unless you and we agree otherwise, the number of arbitrators will be one (1) and that arbitrator must have relevant legal and technological expertise; (d) if you and we do not agree on the arbitrator to be appointed within fifteen (15) Business Days of the dispute proceeding to arbitration, the arbitrator is to be appointed by HKIAC; and (e) the arbitration proceedings will be conducted in English.
Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

SPECIAL PROVISIONS OF THE SERVICES

Regardless of the foregoing, the Group may facilitate and allow, in its sole discretion, certain Services to be linked or otherwise provided by with third party services providers (the “Third Party Service Providers”) and integrated in the Platform, from time to time.
The Services initiated by you provided through Third Party Service Providers are facilitated by the Group for your benefit and convenience.
The relevant Third Party Service Provider, and not us, is responsible for providing the Service directly to you as its customer. Accordingly, the terms and conditions apply in relation to any Third Party Service Providers instructed through us. You may find the terms and conditions of the relevant Third Party Service Providers on their website.
If you create an Account, you are contracting directly with the Third Party Service Provider, and not us, in relation to the Account. Any Service instructions you provide through us are provided by you to the Third Party Service Provider.
Under our arrangements with the relevant Third Party Service Providers, we act simply as a service provider to the Third Party Service Providers to enable the integration between the Third Party Service Providers’ services and our Services (including through the Platform) and, to enable you to deal with the relevant Third Party Service Providers, and create and/or access your Account conveniently through us. It is the relevant Third Party Service Providers that receives and processes any withdrawal instruction given by you through us, from your Account.
If you create an Account, you consent and agree to us in disclosing your personal information (including for example your name, contact details and identification details) and the transaction details (including but not limited to transaction amount) to the Third Party Service Provider for the purpose of creating your Account and providing its services to you. You will not be able to login to your Account directly from the Third Party Service Provider but can only use the relevant Services we made available through App in relation to that Third Party Service Provider.
If you have access to an Account, you consent and agree to us providing your updated details (including your name, contact details and identification details) to the relevant Third Party Service Provider whenever you update your details with us or we otherwise become aware that your details have changed.
Collection, use and handling of your personal information by the relevant Third Party Service Provider is subject to that Third Party Service Provider’s terms and conditions and privacy policy.
When you utilize the Services through us: (a) you are instructing us directly or through the relevant Third Party Service Provider to process the Service and must provide all the relevant information requested as directed through us; and (b) you authorize us to debit the amount necessary to complete the transaction from your Account on your behalf.
Where applicable, you must ensure that there are sufficient available fiat and/or Acceptable Tokens in your Account to process the debit relating to any instruction you give to the relevant Third Party Service Provider through us and that the information you provide in relation to the Service is correct.
You acknowledge and accept that we are not obliged to transfer any fiat and/or Acceptable Tokens to the Third Party Service Provider on your behalf if there are not sufficient available funds in your Account or the relevant Third Party Service Provider consider, acting reasonably, that not processing the Service is necessary to avoid us or you suffering loss or to avoid a breach of any Applicable Laws.
You must notify us immediately if you did not authorize a transaction relating to a Service related to a debit to your Account.
We may set, vary or remove any limits on the amount relating to the Services, frequency of Services or other features relating to the Services.
Your liability and rights in relation to your Service instruction through us to the relevant Third Party Service Provider is determined in accordance with the terms and conditions of the relevant Third Party Service Provider.
If the relevant Third Party Service Provider returns any funds to us we will return the funds to your Account.
To the maximum extent permitted by Applicable Laws, we will not be liable to you for any loss or damage you suffer as a result of creating a Account, linking to or accessing the Service or instructing any Service through us.
The Services are carried out solely by the relevant Third Party Service Providers. For the avoidance of doubt, we shall not be responsible to you for deficiencies in the provision of the Services or the manner in which these services are provided, and any direct or indirect loss or damage to you suffered as a consequence.
We may suspend your access to the Account or the Services with any Third Party Service Providers through us at any time for any reason, including if you are suspected of acting in a fraudulent or illegal manner. Us doing so will not affect your rights and obligations in respect of the relevant Account or Third Party Service Provider. We are not required to notify you before we suspend the access of Services but will notify you within a reasonable period after we do so. We may also notify the relevant Third Party Service Providers.
We reserve the right to charge any additional referral fees and/or additional handling fee in relation to the processing of any aspect of the Services set out in our prevailing relevant fee schedules, the App and the Site. You authorise us to debit any additional fee and any other costs and expenses then due and payable by you from the proceeds of the Services and/or any of your Account.
We may vary any of these Terms applicable to the Services, at any time by notice without giving reasons. We will notify you of a variation through our designated communication channels or in any other manner that we consider appropriate. To the extent that it is within our control to do so, we will give you at least 30 calendar days’ prior notice (or such other notice period as permitted under Applicable Laws) of a change to any terms affecting your liabilities or obligations applicable to the Services. If you still use the Services prior to the effective date of a variation, then you will be bound by such variation accordingly.
The Services will be terminated upon the earlier of: (a) any termination or closure of your Account; (b) our termination by notice to you through our designated channels; (c) suspension of the Services for 12 consecutive months or such other period as determined by us from time to time. You remain responsible for performing and discharging all of your obligations and liabilities to us that are created or accrued before termination.
We may suspend the creation and/or linkage to Account, and submission of Service transactions instructions from your Account and/or terminate the Service transaction (in whole or in part) with immediate effect at any time without prior notice if: (a)your Account is suspended or closed for whatever reason; or (b) we determine at our discretion that such suspension is required by any Applicable Laws, or to comply with our internal policies and procedures.
The terms and statements contained in the pop-up window that you read before using FoPay shall form an integral part of this Agreement from the outset.

DEFINITIONS

In these Terms, except where the context otherwise requires, the following words and expressions have the following meanings:

“Acceptable Tokens” means Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC). Such list of Acceptable Tokens may be updated from time to time at the sole discretion of the Group;

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

“Applicable Law” means any Hong Kong or foreign law, rule, statute, subordinate 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 any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Confirmation” means a trade confirmation (or similar) relating to a Swap Transaction;

“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the Platform and Services;

“Insolvent” means, if a person: (a) makes a general arrangement or composition with or for the benefit of its creditors; (b) institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy or other law affecting creditors’ rights, or, has a winding-up or liquidation petition presented against it and such proceeding or petition: (i) results in a judgment of insolvency or bankruptcy of the person or the entry of an order for relief or winding-up, administration liquidation or similar; or (ii) is not dismissed, discharged, stayed or restrained, in each case within 15 days of the institution or petition (as the case may be); (c) is dissolved other than pursuant to a consolidation, amalgamation or merger; (d) is unable to pay its debts as they become due and/or admits in writing its inability to pay its debts as they become due; (e) seeks or becomes subject to the appointment of an administrator, liquidator, receiver, trustee or other similar official for it or for all or substantially all of its assets; (f) causes or is subject to any event with respect to it which, under Applicable Law, has an effect analogous to any of the events specified in paragraphs (a) to (e); or (g) takes any action in furtherance of or indicating its consent to any of the events specified in paragraphs (a) to (f);

“Services” means the Platform, content of such Platform and all related features, services, content and applications (including those described in Clause 3.1) which the Group may make available to you from time to time;

“Swap Transactions” means the Third Party Service Providers, on a principal basis, allows users to enter into the following transactions on an over-the-counter basis: (a) purchase or otherwise acquire Acceptable Tokens by fiat or other Acceptable Tokens; (b) sell or otherwise dispose of Acceptable Tokens into fiat or other Acceptable Tokens and (c) access any other related services as we may from time to time determine;

Headings should be disregarded in the interpretation of these Terms.