CARDONE SERVICES TERMS & CONDITIONS

Last Updated: 14 January 2025

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

These terms and conditions (“Terms”) contain important information which apply to your dealings with us in relation to your Account with us and the Services (each as defined in this document). You should read these Terms carefully. Further additional terms and conditions may apply in relation to specific Services offered by us. Any such terms and conditions are additional to the terms set out in these Terms.

You should not construe these or any other statements in these Terms as legal, tax or financial advice. We are not acting as your financial adviser and you must not regard us as acting in that capacity. You should consult your own independent professional advisers before entering into any transaction and only enter into a transaction if you have fully understood its nature, the contractual relationship into which you are entering and all relevant terms and conditions.

PART A. GENERAL TERMS AND CONDITIONS

1.                   INTRODUCTION

1.1                The Account and the related Services are provided to you by the Cardone group, including Tech3code Technology Limited (a limited liability company incorporated in Hong Kong with company number 75450787) (“T3CTL”), and/or their affiliates, as applicable (together, the “Group” or “Us”).

2.                  SCOPE

2.1               These Terms govern your Account and your use of the Services. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. By using any of the Services and/or completing the registration process, you are entering into a legally binding contract with the Group and shall be deemed to have expressly read, understood, and agreed to be bound by these Terms.

2.2              These Terms comprises:

(a)         Part A of these Terms, which applies to your Account and the Services generally;

(b)           Part B of these Terms, which applies to Cardone Card (including Card Issuance Services);

(c)            Part C of these Terms, which applies to Swap Transactions;

(d)            Part D of these Terms, which applies to Custodian Wallet;

(e)             Part E of these Terms, which applies to Other Third Party Services;

(f)              Privacy Policy;

(g)          any document setting out the Fees and charges that may apply to a Service, Instruction and/or Swap Transactions;

(h)           any other rules, notifications, guidelines, terms or agreement designed by us from time to time to be part of these Terms; and

(i)              any supplements, additions, annexures, terms incorporated by reference and/or notices issued by the Group, including any Confirmation.

2.3              Inconsistency

Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:

(a)                the English version and any other language version of the Terms, the English version prevails;

(b)               any specific terms applicable to a Service and any other terms of the Terms, the specific terms prevail; or

(c)                a Confirmation and any other terms of the Terms, the Confirmation prevails,

in each case save for manifest error.

3.                  THE SERVICES

3.1               The Services provided to users encompass a range of financial activities, including but not limited to:

(a)                Cardone Card (including Card Issuance Services);

(b)               Swap Transactions;

(c)                Management of the Custodian Wallet;

(d)                 Other Third Party Services.

3.2              The Group 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.

3.3              Pre-conditions for Services

(a)                We may determine the Services made available to you under these Terms from time to time, at our sole discretion. To access the Services, you must open and maintain an Account with us.

(b)               Without limiting our rights under Clause 3.3(a), 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.

(c)                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 a Proscribed Person or Proscribed Address.

4.                  ONBOARDING

4.1            In order to provide Services to you, we may open an Account in your name or otherwise in respect of you. 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.

4.2              We have the sole discretion as to the opening, operation and closure of the Account. Without limiting the terms of the Terms, we 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 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.

4.3              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, or a stored value facility, of any kind.

4.4              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 licence and that you confirm you are accessing and registering for the same on your own initiative without active promotion and/or solicitation from the Group, 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 to our Privacy Notice which are published on the following website: https://cardone.ai/privacy-policy/;

(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 authorised user of the Enabled Device;

(g)               you fully understand and accept the risks associated with using the Services and the Self-custody Wallet;

(h)               you do not currently hold a Cardone Card (under any same or different name); and

(i)                 you are not impersonating any other person, operating under an alias or otherwise concealing your identity.

4.5             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.

4.6              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 to identify or authenticate your identity or validate 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.

4.7            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.

4.8            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.

4.9              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.

5.                  THE APP

5.1               The functions of the App, 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:

(a)                request for the issuance of Cardone Cards;

(b)           change the settings associated with your Cardone Cards, e.g. setting and changing your Cardone Card PIN number;

(c)                conducting Swap Transactions;

(d)               view the Transaction History by month (no paper statements will be provided by the Group);

(e)                request for the Services to be disabled, enabled or blocked;

(f)                 load your Custodian Wallet;

(g)               top-up or withdraw virtual assets to or from your Custodian Wallet;

(h)              withdraw fiat monies from transactions or proceeds from  Swap Transactions;

(i)          conducting any Other Third Party Services through the Third Party Service Providers.

5.2              Subject always to your continuing compliance with these Terms, the Group will grant to you a limited, non-transferable, non-exclusive licence to use the App insofar as owned by or licensed through the Group 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.

5.3              Some software components used in the App may be offered under an open source or other licence as we may notify to you, in which case your use of those components of the App shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.

5.4              You acknowledge and agree that your use of your Account and the Services is at all times subject to your compliance with these Terms and all other applicable terms.

6.                  YOUR DEVICE

6.1               You acknowledge and agree that, in connection with your use of the App, 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 App 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 App in accordance with these Terms; and

(c)            installing updates and patches for the App and your Enabled Device in a prompt and timely manner.

6.2              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 App and Services through your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. The Group shall not be liable to you for any loss or damage resulting from such use.

6.3              Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by contacting us at [email protected]. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.

7.                   FEES

7.1               Your use of the Services may be subject to certain Fees, which will, if applicable, be debited from your Wallet Balance, deducted at the settlement of your Card Balances, completion of the Swap Transactions 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 App and the Site. The Group may in our sole discretion introduce additional Fees or otherwise adjust or update the Fees from time to time.

7.2              All applicable Fees listed in the relevant fee schedule, on the App and the Site are exclusive of any applicable taxes and the actual Fee charged will be increased to account for any such applicable taxes.

7.3               All Fees paid shall be non-refundable.

7.4              Your obligation to pay any amount under these Terms is separate from each of your other obligations to pay.

8.                  Rights of netting, set-off and lien

8.1              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.

8.2             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 the Group against sums due from the Group 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 Group:

(a)                you authorise the Group to: (i) sell all or any of your fiat and Acceptable Tokens held by the Group; or (ii) apply or appropriate all or part of your fiat and Acceptable Tokens in the Account (Custodian Wallet) 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 the Group an amount equal to such shortfall.

8.3              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.

8.4             For the purposes of this Clause 8, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.

8.5              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.

9.                  INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that:

(a)                the Group’s and its affiliates’ trade marks and logos, and any other logos, service marks, product names and other proprietary indicia used in the App are the property of the Group, 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 licence 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.

10.              CONDUCT

Without prejudice to the foregoing, you shall not (and shall not, knowingly or otherwise, authorise, allow or assist any other party to):

(a)                 use the App to conduct electronic spamming;

(b)            use the App to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);

(c)                use the App to upload content that has viruses, malicious codes, immoral or illegal content;

(d)               modify or adapt the whole or any part of the App or combine or incorporate the App into another other programme or application;

(e)                disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the App or any components thereof;

(f)           use the App in any manner that would lead to the infringement of our intellectual property rights or those of any third-party;

(g)               use the App in a way that could damage, disable, impair or compromise the App or the provision of the Services (or the systems or security of the App or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Group or its affiliates;

(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 behaviour or language towards our personnel.

11.                DATA PROTECTION

By using the Services, you confirm that you have read and understood our privacy notice and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to the Group, our authorised service providers and relevant third parties for purposes required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our privacy notice, which is accessible at https://cardone.ai/privacy-policy/.

12.               ELECTRONIC COMMUNICATIONS

12.1           You shall accept full responsibility for the security and authenticity of all Instructions sent via the App 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 App are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.

12.2          You are aware that Instructions and information transmitted via the App 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 these associated risks.

12.3          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.

12.4          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, unauthorised interceptions by third parties or duplicates.

12.5           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.

13.               LIMITATION OF ACCOUNT AND SERVICES / TERMINATION

13.1           The Group 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 (including freezing or closing your Custodian Wallet, refusing to process any Card Transactions, reversing any Card Transaction that you have effected, refusing or suspending any transfers, or refusing or suspending any Swap Transactions) 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); (e) you act fraudulently or dishonestly; (f) you disaffirm, disclaim, repudiate or reject, in whole or in part, the Agreement, any Confirmation or any Virtual Asset Transaction (or such action is taken by an Authorised Person on your behalf); (g) you breach any Applicable Laws; (h) 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; (i) you are convicted of a tax or other crime in any jurisdiction; (j) we, in our discretion, consider that the Account is being operated or any Service is otherwise being used in an irregular or improper manner; (k) 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 (l) you fail to make on its due date any payment (including principal, interest or other sum) or delivery to the Group (including payment for orders), you are otherwise in breach of any term of any agreement you have with the Group or any other event of default (however described) under any other agreement between you and the Group occurs.

13.2          The Group reserves the right to reverse, cancel, refuse to honour or exclude you from participating in any incentive programmes (including but not limited to any kind of reward, cashback or referral programmes) if you are found in breach of any of these Terms, whether directly or indirectly, voluntarily or involuntarily.

13.3          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 and the Card Transactions that are carried out before or after the termination of your Services (including Cardone Card) and you shall continue to remain liable to the Group for such amounts and charges until they are paid in full.

13.4          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.

13.5           You are entitled to a refund of your Wallet Balance upon termination of your Services (as the case may be), and such refund or release will be subject to Clauses 13.6 to 13.13 below.

13.6          The Group’s rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which the Group may have (whether under these Terms, at law, in equity or otherwise).

13.7       You may at any time request for the termination of any of your Services, and, consequently the refund of your entire Wallet Balance (“User Termination”). Requests for a User Termination may be submitted to us via the App.

13.8       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.

13.9         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.

13.10       The Group, in its sole and absolute discretion, will determine how your remaining Wallet Balance will be returned or released to you. Your remaining Wallet Balance will only be returned or released to you, the holder of the Custodian Wallet and not to any other person(s).

13.11        Any refund or release of your remaining Wallet Balance must be claimed and accepted by you within 3 years of issuance of such refund or release by the Group, failing which the Group reserves the right to forfeit such Wallet Balance without any prior notice.

13.12       You may be charged a fee for the refund, withdrawal or release of your Wallet Balance, to cover the costs incurred by the Group.

13.13     In the event that your Account becomes ineligible or is otherwise suspended or terminated pursuant to these Terms, at the sole discretion of the Group, you may be charged an account maintenance fee in respect of any Wallet Balance remaining in your Account.

14.               LIMITATION OF LIABILITY

14.1           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.

14.2          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 cardone 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.

14.3          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.

14.4          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).

14.5           Nothing in these Terms shall operate to limit or exclude any liability for fraud or for death or personal injury resulting from negligence.

15.               INDEMNIFICATION

You agree to indemnify and hold the Group, 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 App 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.

16.               AMENDMENT AND VARIATION

These Terms may from time to time be updated or amended, and the Group will post any such updates on the App and the Site. Such updated Terms as posted will take effect immediately upon posting on the App and the Site. 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 App without prior notice. By continuing to use the App 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 App. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the App and the Services (as applicable) immediately.

17.               ASSIGNMENT AND SUBCONTRACTING

These Terms, and any rights and licences granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by the Group without restriction, including without limitation to any of the Group’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.

18.              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.

19.               ENTIRE AGREEMENT AND LANGUAGE

19.1           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.

19.2          These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. If these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

19.3          Notwithstanding the foregoing, if there are conflicts between these Terms and any Service Content, these Terms shall prevail.

20.             WAIVER

20.1          These Terms shall be waived in whole or in part only with the written consent of the Group.

20.2         The delay of enforcement or the non-enforcement of any of the terms of these Terms by the Group shall not be construed as a waiver of any of the other rights of the Group 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 the Group in these Terms is exclusive of any other right, power or remedy available to the Group and each such right, power or remedy shall be cumulative.

21.               NOTICES AND COMMUNICATIONS

21.1           By using the Services (as applicable), you agree that the Group, 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 Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

21.2          We prefer receiving notices to us electronically through our support system at [email protected].

22.              THIRD PARTY RIGHTS

22.1          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.

23.              GOVERNING LAW AND SUBMISSION TO ARBITRATION

23.1          These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

23.2         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.

23.3         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.

23.4         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.

24.              DEFINITIONS

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

24.2         Unless the contrary intention appears, a reference in these Terms to:

(a)            a document (including these Terms) includes any variation or replacement of it;

(b)         a Clause, Part, annexure or schedule is a reference to a Clause in, Part of, or annexure or schedule to, these Terms;

(c)         a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d)            the singular includes the plural and vice versa;

(e)          the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency;

(f)           a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(g)           an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(h)        an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(i)           a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(j)              unless expressly otherwise specified in writing, a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

(k)            a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(l)             he words “include”, “including”, “for example” or “such as”, when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(m)             time is a reference to Hong Kong time;

(n)               “property” or “asset” includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it; and

(o)               any thing (including any amount or Service) includes each part and/or feature of it.

24.3         Headings

Headings should be disregarded in the interpretation of these Terms.

PART B. CARDONE CARD

This Part B only applies to Cardone Card Services, including the Card Issuance Services.

25.              CARD ISSUANCE AND PRE-AUTHORISATION OF CARD TRANSACTIONS

25.1           The Group provides a line of credit to you for using the Cardone Card, allowing for:

(a)            purchase of goods or services from Merchants worldwide which accept payments by a Cardone Card, in accordance with the relevant Card Network Rules;

(b)               settlement of card balances associated with any Card Transactions (“Card Balances”), in each case in accordance with these Terms;

(c)                cash withdrawals from ATMs, subject to the availability and terms of such services; and

(d)            other transactions that may be conducted using a Cardone Card, all in adherence to these Terms.

25.2          (a)  Card Issuance

The Cardone Card is a card issued under the Card Issuance Services. The Cardone Card can be used to pay for goods and services at retailers which accept cards issued under the relevant Card Network. The Cardone Card may also be used to withdraw cash through ATMs outside of Hong Kong which accept cards issued under the relevant Card Network.

(b)  Pre-authorisation of Card Transactions

Card Transactions made on your Cardone Card will be settled by the Group on the relevant Card Network. You authorise the Group to freeze your Acceptable Tokens in your Custodian Wallet with an amount equivalent to the Settlement Amount.

(c)  Conversion and Deduction

When a Card Transaction is made, you authorise the Group to convert (where applicable) and deduct the Acceptable Tokens from your Custodian Wallet (“Settlement Assets”) with an amount equivalent to the Settlement Amount in respect of the relevant Card Transaction into any stablecoins or fiat currencies (“Converted Assets”) at the discretion of the Group, with reference to the prevailing market exchange rate between the Settlement Assets and the relevant Converted Assets at the time of such conversion as may be applied at the discretion of the Group, and to apply the relevant Converted Assets for the settlement of the Card Balances associated therewith.

25.3          The utilisation of the Cardone Card, including your credit limit, the maximum value of any single Card Transaction for which such Cardone Card may be used, the daily maximum aggregate value of Card Transactions and the monthly maximum aggregate value of Card Transactions, will be subject to limits set by the Group (collectively, “Card Limits”). The applicable Card Limits will be set out on the App or the Site. The Group may, in its sole discretion, apply different Card Limits to you specifically and may without notice to you increase or reduce any such applicable Card Limit from time to time. Card Transactions in excess of any applicable Card Limit will be rejected by the Group. You must not effect any transaction that exceeds any Card Limit applicable to you. If any purchase or withdrawal made by you exceeds any such Card Limit, the transaction will be declined.

25.4          As a registered user of the App, you may make a request to the Group for the issuance of a Cardone Card to you. A Cardone Card will be issued to you upon approval of such request by the Group. Activation of the Cardone Card must be completed through the App. The Group reserves the right to decline your request for issuance of a Cardone Card, or to revoke at any time any Cardone Card already issued for whatever reason.

25.5          You acknowledge that each physical Cardone Card is and remains at all times the property of the Group and you shall:

(a)               exercise all due care and diligence in the custody, care and use of the Cardone Card;

(b)               not tamper or allow anyone to tamper, with the Cardone Card;

(c)              not permit the Cardone Card to be used in any unauthorised manner, including sharing the use of the Cardone Card with another person;

(d)               not intentionally deface or damage the Cardone Card; and

(e)             not affix, print or attach anything or matter onto the Cardone Card or otherwise alter, remove or replace any notice, logo or design on the Cardone Card.

25.6          Unless earlier terminated or cancelled, each Cardone Card shall be valid for such period as may be determined by the Group and as indicated on the App. If you have used the Cardone Card in the period of one month before its expiry date, we will send you an email to inform you that we will automatically renew the card; provided that the Group may charge a renewal fee as may be determined by the Group and as indicated on the App and you agree and acknowledge that such fee may be debited from your Wallet Balance deducted at the settlement of your Card Balances or otherwise charged to you separately. These Terms will continue to apply to the new card. If you decide not to renew the existing Cardone Card, please contact us via the App.

25.7          You are responsible for all Card Transactions incurred on your Cardone Card. You shall not use your Cardone Card in relation to any transaction or activity which is illegal or prohibited under Applicable Laws in the jurisdiction where such transaction or activity is effected or in your country of residence. You shall be liable for all Card Transactions whether or not executed with your knowledge or authority, regardless of how such transactions were effected, including without limitation where arising in connection with any negligence on your part. In this regard you acknowledge the risk of unauthorised Card Transactions being carried out and accept the risk of such unauthorised Card Transactions.

25.8         You shall keep the Card Data of all your Cardone Card strictly confidential and not share the Card Data with any persons other than as necessary to conduct a transaction. When sharing Card Data with Merchants, you will take all precautions to ensure the security and continued confidentiality of the Card Data. For the avoidance of doubt, providing Card Data in clear text over fax, email or other unencrypted or otherwise unprotected media is not considered to be secure. Neither of us, nor our respective affiliates, shall under any circumstances be liable to you for unauthorised transactions caused by your failure to keep the Card Data secure.

25.9          You shall promptly notify us without undue delay upon discovering that there has been any:

(a)           inappropriate or unauthorised disclosure of and/or use of your PIN and/or any of the Card Data; and/or

(b)         inappropriate or unauthorised access to and/or use of any of the Services effected using your PIN and/or any of your Card Data,

and you shall promptly take such steps as may be specified by us in relation to the foregoing matters (including to change your PIN).

26.              CHARGEBACK

26.1          You shall contact us at [email protected] without undue delay in the event of any dispute regarding the validity of any Card Transaction or request for Chargeback no later than 60 days after the transaction date in respect of a dispute to be reviewed and raised. We will assist you in resolution of the dispute or direct such request to the Merchant or the relevant Card Network for processing.

26.2         You will be required to comply with the relevant Card Network Rules in relation to such dispute or Chargeback request, including furnishing a written explanation of the dispute or Chargeback request and/or a copy of the related sales transaction receipt and any other information and supporting documents that the Group and/or the relevant Card Network may require.

26.3         The Group reserves the right to investigate any disputed transaction. In the event of any investigation by the Group or competent authority, you agree to assist and cooperate by providing the Group with any additional information and/or documentation.

26.4         If evidence reasonably concludes that any disputed transaction is either a result of your wilful default, fraud or negligence, or in compliance with these Terms, you agree and authorise us to deduct the amount from the disputed transaction and any such associated charges and fees from your Custodian Wallet.

26.5          Any fees imposed by the Group and/or the relevant Card Network for the processing of such dispute or Chargeback request may be deducted from your Wallet Balance or claimed from you and shall not be refundable for any reason whatsoever.

26.6         You hereby agree and accept that (a) the Group and/or the relevant Card Network may, but are not obliged to (whether under these Terms or otherwise) assist you with or process your dispute or Chargeback request; and (b) the decisions of the Group and/or the relevant Card Network on all matters relating to or in connection with such dispute or Chargeback request is final and conclusive and binding on you for all purposes unless otherwise provided in such terms, conditions, rules, procedures and/or guidelines as may be issued by the relevant Card Network from time to time. You acknowledge and agree that the repayment of any amount previously charged to your Cardone Card may be subject to such terms, conditions, rules, procedures and/or guidelines as may be issued by the relevant Card Network from time to time.

26.7          In any event, you acknowledge and agree that the Group and the relevant Card Network shall not be liable to you in respect of any matter relating to or arising out of such dispute or Chargeback request.

27.              CARD USAGE

27.1          The Cardone Card is intended to function and operate as a credit card, and is categorised as a credit card under Hong Kong laws and regulations; hence usage thereof shall be dependent on the credit limit assigned to you by the Group and the other Card Limits set by the Group.

27.2          The Cardone Card is only accepted by Merchants participating in the relevant Card Network. The Group will not authorise any transaction for an amount larger than the credit limit or which otherwise exceeds any other Card Limit.

27.3          You can use your Cardone Card to purchase goods and/or services from a Merchant either online or at a point of sale (POS) terminal that accepts the Cardone Card. You will need to follow the instructions on the relevant website or point of sale machine to perform the Cardone Card purchase. This may involve you entering the details of the Cardone Card (the card number, expiry date and CVC number) or your Cardone Card PIN number.

28.             CARD BENEFIT

28.1          The Group may offer different benefits for the Cardone Card from time to time at its sole and absolute discretion. The Group may introduce new benefits or vary or withdraw any benefit without prior notice. The Group has the right to set, exclude or withdraw any Account which may be linked or used in connection with any card benefit.

28.2         Card benefits may include the following (or any of them):

(a)    mobile or contactless payment function;

(b)    rewards and privileges;

(c)     instalment plans for purchasing goods or services from designated Merchants; and

(d)     any other benefits that we may notify you from time to time.

28.3         You may be required to make separate application to obtain some benefits.

29.              ATM WITHDRAWAL SERVICES

29.1          Cardholders may use their Cardone Cards to withdraw cash from ATMs (“ATM Withdrawal Services”) which accept Cardone Cards.  You shall follow the instructions on the ATMs to perform any such withdrawal. These instructions may involve entering your Cardone Card PIN number. Any such withdrawal will be subject to such limits as may be prescribed by the Group or otherwise from time to time.

29.2         ATM Withdrawal Services will be subject to such Fees as may be prescribed by the Group from time to time, and such Fees may be adjusted by the Group at its sole discretion from time to time without notice. Please note that fees may also be charged by ATM providers in respect of any withdrawal, in respect of which the Group will have no control and will not be responsible.

29.3         The Group shall not be liable to you or any other person in respect of any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of, or otherwise in connection with, any withdrawal from the ATMs or any related digital asset or currency conversion.

PART C. SWAP TRANSACTIONS

This Part C only applies to Swap Transaction-related Services.

30.             SWAP TRANSACTION SERVICES – GENERAL

30.1          The Group, on a principal basis, allows users to enter into the following transactions on an over-the-counter basis (together, the “Swap Transactions”):

(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.

30.2         Without limiting any provision of these Terms, the Swap Transaction Services are subject to:

any directions, decisions and requirements issued by us from time to time in connection with the Swap Transaction Services;

(b)   Applicable Law (including the AML/CTF Requirements); and

(c)  any Confirmation sent to you by us (including the correction of any manifest error and material omission in that Confirmation).

30.3         Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between any term of these Terms and any direction, decision, requirement or other rule issued by us in connection with the Swap Transaction Services, the latter prevails, to the extent of the inconsistency.

30.4         By accessing the Swap Transaction Services, you acknowledge that we act as principal in relation to any Swap Transactions. We do not act as an executing, clearing and/or prime broker with respect to any Swap Transactions.

30.5         You understand and agree that, in addition to the matters disclosed in these Terms, the Group may have a material interest in an Swap Transaction by virtue of our role as a counterparty to such Swap Transaction.

30.6         You may access the Swap Transaction Services through any agreed communication method, including through the App and any other communication methods we notify you from time to time (“Swap Agreed Communication Methods”). You may only use the Swap Transaction Services and operate your Account as principal.

30.7         You agree that before accessing or using the Swap Transaction Services or your Account while you are outside your country of residency, you will ensure that you would not be breaking any laws, rules or regulations in that other country by doing so.

30.8         To place an order for an Swap Transaction, you must follow the procedures set out in Clause 31.

30.9         When you place your order with us by sending an Instruction, including a Trading Instruction and Non-Trading Instruction, through a Swap Agreed Communication Method, the quantity of the relevant Acceptable Tokens or fiat will be held and recorded in your Account (Custodian Wallet) as being on hold, until that Instruction is executed, expired or otherwise cancelled by us.

30.10     The trading hours of our Swap Transaction Services are twenty-four (24) hours a day, seven (7) days a week, three-hundred and sixty-five (365) days a year (“Trading Hours”). We have the discretion to determine from time to time the Trading Hours of the Swap Transaction Services and may change the Trading Hours and arrangements of the Swap Transaction Services at any time. We will notify you if there is a change of Trading Hours where it is practicable to do so.

30.11       We may from time to time in our reasonable discretion revise the scope of the Swap Transaction Services and/or fully or partially restrict, withdraw, suspend or discontinue your right to use the Swap Transaction Services at any time without prior notice to or any consent from you and without assigning any reason for that action.

31.               SWAP TRANSACTIONS – PROCEDURE

31.1           Requests and invitations

(a)          In order to initiate an Swap Transaction, you must either: (i) submit a request for a quote to purchase or sell an Acceptable Token that we provide as the counterparty; or (ii) respond to an invitation from us in respect of an Swap Transaction.

(b)       You must deliver all requests and responses to initiate an Swap Transaction through an Swap Agreed Communication Method and in a format that is acceptable to us.

31.2          Quote

(a)             In response to:

(i)   a request submitted by you; or

(ii)   an acceptance of an invitation provided by us,

in accordance with Clause 31.1, we may provide a quote stating:

(A)  the type and quantity of Acceptable Token that are the subject of the proposed Swap Transaction;

(B)   the price of the Acceptable Token that are the subject of the Swap Transaction (whether in fiat or other Acceptable Tokens) (rounded to the nearest eight (8) decimal places);

(C)   the time, if any, at which the quote will expire and be deemed to have been rejected;

(D)  fee or commission calculation (rounded up to the nearest eight (8) decimal places); and

(E)   the total amount payable or receivable by you in respect of that proposed Swap Transaction.

(b)               For the avoidance of doubt, we are under no obligation to provide a quote in response to you:

(i)   submitting a request to us; or

(ii)  accepting an invitation from us,

whether in accordance with Clause 31.1 or otherwise.

(c)                If not stated in accordance with Clause 31.2(a)(ii)(C), a quote may expire at any time at our discretion.

31.3          Acceptance and execution of quote

If, after we provide a quote, you respond to such quote before its expiry or cancellation, and we confirm your response:

(a)         an Swap Transaction is agreed in the terms of the accepted quote;

(b)         a Confirmation of the Swap Transaction will be delivered to you by us setting out all the information provided in the accepted quote and any additional, agreed terms that apply to that Swap Transaction; and

(c)          we will make necessary adjustments to the Account (Custodian Wallet).

31.4          Confirmations

(a)        You agree that, save for any manifest error, a Confirmation is sufficient for all purposes to evidence a binding Swap Transaction between you and us unless and until you notify us otherwise as soon as reasonably practicable after the relevant Confirmation is delivered.

(b)         You must inform us if you do not receive a Confirmation in respect of any Swap Transaction before it is settled, or if there are errors in any Confirmation that you receive

31.5           Cancellation

We may cancel a quote before its expiry or the settlement of a Brokerage Services Transaction in the case of:

(a)   a manifest error;

(b)   where we believe that a pre-condition under Clause 3.3 has not been satisfied; or

(c)   where we believe that you do not have sufficient Acceptable Tokens or fiat for the Swap Transactions in the Account (Custodian Wallet).

32.              CALCULATIONS

32.1          Calculation agent

(a)     T3CTL is the calculation agent for each Swap Transaction and calculations are carried out in our sole discretion, unless otherwise specified in the relevant Confirmation.

(b)       The calculation agent is, subject to the relevant Confirmation, responsible for:

(i)  calculating the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation;

(ii)    giving notice of such fees, rates, amounts, periods and dates;

(iii)  determining the value of any Acceptable Tokens in fiat or other Acceptable Tokens (and vice versa);

(iv)  effecting or calculating any fiat or other Acceptable Tokens conversion necessary or desirable for the purposes of any Swap Transaction; and

(v)    calculating the net balance due between the parties.

(c)       The calculations and determinations of the calculation agent are final and binding on you in the absence of manifest error. They will be applied using such methodology as we determine in good faith and at our discretion.

32.2         Adjustments

(a)       If, in our opinion, any event or circumstance occurs that adversely affects our ability in determining the amount payable to or by you in respect of any Swap Transaction and such circumstances continue for a period of not less than two (2) Business Days, we may make such adjustments to the method used or to be used to determine the amount payable to or by you in respect of any Swap Transaction in accordance with our customary practices or market practice of which we aware (if any).

(b)       Adjustments made in accordance with Clause 32.2(a) are binding and conclusive against you.

33.              WITHDRAWAL

33.1          Any fiat and/or Acceptable may be transferred from your Account by us for settling an Swap Transaction and applicable fees, costs and tax in full without set-off, counterclaim or deduction or withholding (including on account of any tax) unless the deduction or withholding is required by Applicable Law.

33.2         Subject to other provisions under this Clause 33, we will deliver, or procure the delivery of, any relevant fiat and/or Acceptable Tokens owing to you under a Swap Transaction to you. Unless otherwise agreed by us, all such deliveries are made to your relevant Account (Custodian Wallet). Our delivery obligations are satisfied upon the completion of our usual procedures to effect the transfer. All delivery of Acceptable Tokens to you will be rounded down to the nearest eight (8) decimal places.

33.3          We may, acting in good faith and in a commercially reasonable manner, refuse to accept or make (or accept or make on such terms as we may determine) any delivery of a fiat and/or Acceptable Tokens from or to you and we will provide notice of any such refusal as soon as reasonably practicable. In particular, we may refuse to accept any delivery of Acceptable Tokens that do not meet the pre-condition under Clause 3.3 from you, and you cannot use any such Acceptable Tokens to settle any Swap Transaction.

33.4         You acknowledge and agree that if at any time there are (having regard to other payments debited or due to be debited) insufficient fiat or Acceptable Tokens recorded in the Account, we may, in our absolute discretion and without any obligation to do so: (i) decline to execute your Trading Instructions; and (ii) force-sell any Acceptable Tokens held at the Account on your behalf, in each case without further instruction or sanction from you or notification to you.

33.5           You may request that we deliver any fiat owing to you under an Swap Transaction to a bank or similar account in the same name as you, either directly, or through other applicable appropriately licensed payment service providers (whether affiliated to us or not) (“Third Party Payment Providers”), the selection of which is in our sole discretion depending on various factors, including without limitation, the prevailing fees, charges, location of your bank or similar account, etc. Unless otherwise agreed by us in our sole discretion and without any obligation to do so, no third party payments will be accepted.

33.6     Withdrawal initiated by you provided through Third Party Payment Providers are facilitated by the Group for your benefit and convenience. The relevant Third Party Payment Provider, and not us, is responsible for providing the withdrawal service directly to you as its customer. Accordingly, the terms and conditions apply in relation to any Third Party Payment Providers instructed through us. Any such withdrawal instructions you provide through us are provided by you to the relevant Third Party Payment Providers. Under our arrangements with the relevant Third Party Payment Providers, we act simply as a service provider to the Third Party Payment Providers to enable the integration between the Third Party Payment Providers’ services and our Services (including through the App) and, to enable you to deal with the relevant Third Party Payment Providers.  It is the relevant Third Party Payment Providers that receives and processes any withdrawal instruction given by you through us.

33.7          You consent to us, the financial institution of your bank or similar account, and the relevant Third Party Payment Provider disclosing to each other your personal information (including for example your name, contact details and identification details) and the transaction details (including but not limited to the recipient details and transaction amount) for the purposes of the withdrawal through us.

33.8         You also consent and agree to us providing your updated details (including your name, contact details and identification details) to the financial institution of your bank or similar account and the relevant Third Party Payment Provider whenever you update your details with us or we otherwise become aware that your details have changed.

33.9         Collection, use and handling of your personal information by the financial institution of your bank or similar account and the relevant Third Party Payment Provider is subject to that that party’s terms and conditions and privacy policy.

33.10      When you make an withdrawal request through us: (a) you are instructing us directly or through the relevant Third Party Payment Provider to process the transfer and must provide all the relevant information requested as directed through us; and (b) you authorise us to debit the amount necessary to complete the transfer from your Account and to pay it to your bank or similar accounts directly or through the relevant Third Party Payment Provider on your behalf.

33.11       You must notify us immediately if you did not authorise a withdrawal related to a debit to your Account.

33.12      We may set, vary or remove any limits on the withdrawal amount, frequency of withdrawal or other features relating to withdrawal.

33.13      Your liability and rights in relation to your withdrawal instruction through us to the relevant Third Party Payment Provider is determined in accordance with the terms and conditions of the relevant Third Party Payment Provider.

33.14      If your relevant bank or similar account or the relevant Third Party Payment Provider returns any funds to us we will return the funds to your Account.

33.15      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 linking to or accessing the services of the Third Party Payment Providers or instructing any withdrawal through us. For the avoidance of doubt, we shall not be responsible to you for deficiencies in the provision of the Third Party Payment Providers’ services or the manner in which these services are provided, and any direct or indirect loss or damage to you suffered as a consequence.

33.16      We may suspend your access to your withdrawal services with any Third Party Payment 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 Third Party Payment Providers. We are not required to notify you before we suspend the access of Third Party Payment Providers’ services but will notify you within a reasonable period after we do so. We may also notify the relevant Third Party Payment Providers.

33.17       We reserve the right to charge a handling fee in relation to the processing of any aspect of the withdrawal set out in our prevailing relevant fee schedules, the App and the Site.  You authorise us to debit any handling fee and any other costs and expenses then due and payable by you from the withdrawal proceeds and/or any of your Account.

33.18      We may vary any of these Terms applicable to the withdrawal, 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 any fees or charges, or your liabilities or obligations applicable to the withdrawal. If you still use the withdrawal services prior to the effective date of a variation, then you will be bound by such variation accordingly.

PART D. CUSTODIAN WALLET

This Part D shall only apply if you are using a Custodian Wallet in connection with the Services.

34.              CUSTODIAN WALLET

34.1          If you are using a Custodian Wallet in connection with the Services, the Group will manage the virtual assets held in the Custodian Wallet on your behalf and in accordance with these Terms.

34.2         Your virtual assets deposited in the Custodian Wallet are held in custody by a third-party Custodian. The Group has established a contractual relationship with the Custodian to ensure the secure management of your virtual assets. By using the Custodian Wallet, you confirm that you understand the inherent risks associated with using the Custodian Wallet, including but not limited to:

(a)    system risks: risks related to the operation and security of the Custodian’s systems and platforms;

(b)    market risks: risks arising from the volatile nature of virtual currencies and their fluctuating market values;

(c)    regulatory risks: risks associated with changing regulations and legal compliance of the Custodian;

(d)    security risks: risks related to the potential loss or theft of virtual assets due to cyberattacks or breaches by the Custodian; and

(e)    operational risks: risks arising from operational failures, errors, or disruptions in the Custodian Wallet.

34.3         The Group has the right to give various instructions to the Custodian for the purpose of settling your Card Balances or other transactions under the Services. Such instructions may include, but shall not be limited to, freezing, converting and transferring the virtual assets held in the Custodian Wallet as may be required for settlement purposes, as further described in Clause 25 above. The Custodian is obligated to act upon such instructions of the Group from time to time in accordance with the terms of their agreement.

34.4         The Group may select, evaluate, and if necessary, change the Custodian from time to time at its sole discretion. Should the Group decide to change the Custodian, you authorise the Group to transfer all the virtual assets held in the Custodian Wallet to the new Custodian for the purpose of continuing to use the Services, including the Cardone Card.

34.5          The Custodian is responsible for the security of your virtual assets held in the Custodian Wallet. The Group and its affiliates are not liable to you or any other person in respect of any losses, damages or liabilities (including but not limited to tax liabilities) associated with your Custodian Wallet or any virtual assets held therein or otherwise caused by or attributable to the actions or omissions of the Custodian.

34.6         Your Custodian Wallet comprises individual vault accounts designated for respective users of the Services, including the Cardone Card, for the purpose of initial storage of the approved virtual assets. Subsequently, all such virtual assets of different users of the Services, including the Cardone Card, will be swept into a ring-fenced, pooled, centralised omnibus vault account (the “Pooled Account”) held by the Group, which is segregated from the Group’s own proprietary accounts. The Pooled Account will include all virtual assets of all users of the Services, including the Cardone Card, but:

(a)    your Custodian Wallet will at all times be maintained in the account records of the Group; and

(b)   your identity and your share of the virtual assets in the Pooled Account (as represented by your Wallet Balance) will be maintained in the records of the Group.

34.7          The Custodian Wallet is not a debit card supported by a bank account and does not in any way connect to or constitute a savings account or a checking account. No interest will be paid for virtual assets maintained in the Custodian Wallet.

34.8         If you are using a Custodian Wallet in connection with the Services, including a Cardone Card, you acknowledge that the virtual assets in the Custodian Wallet will be managed by the Group, as outlined in these Terms, to ensure the proper functions of the Services, for security purposes and for compliance with Applicable Law.

34.9         The Custodian Wallet is not a deposit account and the virtual assets held therein are not qualified for protection by the Deposit Protection Scheme (as referred to in the Deposit Protection Scheme Ordinance (Cap. 581 of the Laws of Hong Kong) in Hong Kong.

34.10      You acknowledge and/or warrant that:

(a)    the Group has the sole discretion to modify or make necessary arrangements in relation to the Custodian Wallet, including but not limited to (i) choosing to follow one or more chains resulting from a fork in the virtual assets or (ii) modifying the Pooled Account arrangement;

(b)       the Group is not acting as a trustee, fiduciary or escrow agent with respect to your virtual assets;

(c)       you authorise the Group to freeze, convert and transfer your virtual assets on your behalf as may be required under these Terms;

(d)       you are not a party to any agreement between the Group and the Custodian, and you have no right to enjoy or enforce any benefit under such agreement; and

(e)       all virtual assets deposited by you into the Custodian Wallet are of legal origin and in compliance with all Applicable Law.

35.          TOP-UPS TO YOUR CUSTODIAN WALLET

35.1           To add virtual assets to your Custodian Wallet, you must adhere to the instructions provided on the App, the Site. The Custodian Wallet only accept Acceptable Tokens as valid forms of virtual assets for top-ups.

35.2          Each of the Group and (if you are using a Custodian Wallet in connection with the Services including a Cardone Card) the Custodian has the right to conduct thorough KYC checks, KYT checks, AML/CTF checks and other due diligence checks on all virtual assets and transactions associated with your Custodian Wallet. You are required to provide accurate and complete information and documentation upon request to facilitate these checks.

35.3          If, at any point, the Group deems it necessary to freeze a portion, or all of, the virtual assets in your Custodian Wallet in accordance with these Terms, you will be restricted from accessing or transacting with the affected assets until the freeze is lifted.

35.4          You hereby represent and warrant that all virtual assets used to top-up your Custodian Wallet are legally and beneficially owned by you, and are not subject to any liens, encumbrances or legal disputes. You also affirm that these assets are not derived from, nor connected with, any unlawful activities.

35.5          Each of the Group and the Custodian may refuse to accept a top-up of virtual assets to your Custodian Wallet at its sole discretion, especially if there are concerns regarding the legality or authenticity of the assets, or if the KYC, KYT, or AML/CTF checks or the due diligence checks on the assets are not satisfactorily completed.

35.6          You acknowledge and accept that the Group and the Custodian are obligated to report any suspicious activities or transactions to the relevant authorities, and you agree to fully cooperate with the Group, the Custodian and the relevant authorities in any resulting investigations.

35.7         You are responsible for ensuring that you only send Acceptable Tokens to the Custodian Wallet. Any assets sent to the Custodian Wallet that are not Acceptable Tokens may be irretrievably lost.

36.    WITHDRAWALS FROM YOUR CUSTODIAN WALLET

36.1          You may from time to time withdraw your virtual assets from your Custodian Wallet to the extent they are not frozen or otherwise subject to any restriction on withdrawal in accordance with these Terms. You may also, from time to time, transfer your virtual assets from your Custodian Wallet to the Custodian Wallet of other users. Any such withdrawal or transfer shall be effected in accordance with such instructions and procedures as may be prescribed by these Terms or as may be set out on the App, the Site.

36.2         You are responsible for ensuring the accuracy of the destination wallet address. The Group and (if you or the other users (in the case of a transfer) are using a Custodian Wallet in connection with a Cardone Card) the Custodian shall not be liable to you or any other person in respect of any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of any inaccurate or incompatible withdrawal addresses.

36.3         You will be responsible for any network fees or other charges applicable to any withdrawal, transfer of virtual assets from your Custodian Wallet. Such fees or charges may be deducted from your Account (Custodian Wallet) at the time of such withdrawal, transfer or may otherwise be charged to you separately.

36.4         Each of the Group and (if you are using a Custodian Wallet in connection with a Cardone Card) the Custodian shall be entitled to decline any withdrawal or transfer request for any reason whatsoever, including without limitation, for compliance of Applicable Laws.

36.5          Withdrawals and transfers from the Custodian Wallet will be subject to such applicable withdrawal or transfer limits as may be set by the Group and/or (if you are using a Custodian Wallet in connection with a Cardone Card) the Custodian from time to time at their sole discretion.

37.  WALLET BALANCE AND SETTLEMENT OF CARD BALANCES AND OTHER TRANSACTIONS

37.1           Your Wallet Balance in the Custodian Wallet may be subject to minimum or maximum limits set by the Group or the Custodian, as detailed on the App or the Site. These limits may be adjusted at the sole discretion of the Group or the Custodian.

37.2          You authorise the Group to, following a Card Transaction or in relation to a transaction under any Services, deduct or otherwise use necessary virtual assets from your Wallet Balance and convert it into any stablecoins or fiat currencies at the discretion of the Group for any purposes relating to the provision of services by the Group, including settling the relevant Card Balances or other transactions in accordance with these Terms or for security deposits to satisfy the requirements of the BIN Sponsor. For further details, please refer to Clause 25 above (among other provisions under these Terms). You also authorise the Group to deduct from your Custodian Wallet such fees or expenses associated with any regulatory or risk management action taken by the Group at its sole discretion in compliance with Applicable Law or to safeguard your virtual assets.

37.3          The Group expressly reserves the right to manage the virtual assets in your Custodian Wallet for the purposes of the final settlement of any Card Balances or any transactions under any Services, which may include freezing the assets, converting them into any relevant stablecoin or fiat currency or imposing limits on the amounts that can be frozen or converted, to ensure compliance with these Terms and facilitate the settlement of your Card Balances or any transactions under any Services.

37.4          Deductions from your Wallet Balance or conversions of your virtual assets in your Custodian Wallet into stablecoins or fiat currencies may incur fees, including but not limited to, transaction fees, third-party service fees and network fees, any potential foreign exchange variations, customary industry-type variances and other applicable charges.

37.5           The Group will provide notification through the App or the Site of any asset freeze or conversion action taken on your Account, including details of the amount of virtual assets affected and the exchange rate applied.

37.6          You accept sole responsibility for any consequences arising from the freeze, deduction or conversion of your virtual assets in your Custodian Wallet by the Group or otherwise, and acknowledge that the Group will not be responsible for any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of these actions.

PART E. OTHER THIRD PARTY SERVICES

This Part E only applies to Other Third Party Services.

38.              OTHER THIRD PARTY SERVICES – GENERAL

38.1          In addition to Custodian Wallet, the Group may facilitate and allow, in its sole discretion, certain services (“Other Third Party Services”) to be linked or otherwise provided by with third party services providers (the “Third Party Service Providers”) and integrated in the App, from time to time.

38.2         The Other Third Party Services initiated by you provided through Third Party Service Providers are facilitated by the Group for your benefit and convenience.

38.3         If you have an account directly with the Third Party Service Providers (“TPSP Account”), you can link to and access your TPSP Account and instruct the relevant Third Party Service Provider in relation to Other Third Party Services on your behalf through the App, rather than accessing your TPSP Account in other ways.

38.4         The relevant Third Party Service Provider, and not us, is responsible for providing the Other Third Party 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.

38.5          If you create a TPSP Account through us, you are contracting directly with the Third Party Service Provider, and not us, in relation to the TPSP Account. Any Other Third Party Service instructions you provide through us are provided by you to the Third Party Service Provider.

38.6         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 App) and, to enable you to deal with the relevant Third Party Service Providers, and create and/or access your TPSP 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 TPSP Account.

38.7          If you create a TPSP Account with the relevant Third Party Service Provider through us, 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 TPSP Account and providing its services to you. You will not be able to login to your TPSP Account directly from the Third Party Service Provider but can only use the relevant Other Third Party Services we made available through App in relation to that Third Party Service Provider.

38.8         If you link to and access an existing TPSP Account through us, you consent to us and the relevant Third Party Service Provider disclosing to each other your personal information (including for example your name, contact details and identification details) and the transaction details (including but not limited to transaction amount) for the purposes of linking and providing you with access to your TPSP Account through us. You can still access to  your existing TPSP Account through the relevant Third Party Service Provider after linking to the App.

38.9         If you have access to a TPSP Account through us (whether you created it through us or not), 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.

38.10      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.

38.11       When you utilise the Other Third Party Services through us: (a) you are instructing us directly or through the relevant Third Party Service Provider to process the Other Third Party Service and must provide all the relevant information requested as directed through us; and (b) you authorise us to debit or credit the amount necessary to complete the transaction from your Account on your behalf.

38.12      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 Other Third Party Service is correct.

38.13      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 we consider, acting reasonably, that not processing the Other Third Party Service is necessary to avoid us or you suffering loss or to avoid a breach of any Applicable Laws.

38.14      You must notify us immediately if you did not authorise a transaction relating to an Other Third Party Service related to a debit to your Account.

38.15      We may set, vary or remove any limits on the amount relating to the Other Third Party Services, frequency of Other Third Party Services or other features relating to the Other Third Party Services.

38.16      Your liability and rights in relation to your Other Third Party 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.

38.17      If the relevant Third Party Service Provider returns any funds to us we will return the funds to your Account.

38.18      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 TPSP Account, linking to or accessing the Other Third Party Service or instructing any Other Third Party Service through us.

38.19      The Other Third Party 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 Other Third Party Services or the manner in which these services are provided, and any direct or indirect loss or damage to you suffered as a consequence.

38.20     We may suspend your access to the TPSP Account or the Other Third Party 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 TPSP Account or Third Party Service Provider. We are not required to notify you before we suspend the access of Other Third Party Services but will notify you within a reasonable period after we do so. We may also notify the relevant Third Party Service Providers.

38.21      We reserve the right to charge a handling fee in relation to the processing of any aspect of the Other Third Party Services set out in our prevailing relevant fee schedules, the App and the Site.  You authorise us to debit any handling fee and any other costs and expenses then due and payable by you from the proceeds of the Other Third Party Services and/or any of your Account.

38.22     We may vary any of these Terms applicable to the Other Third Party 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 any fees or charges, or your liabilities or obligations applicable to the Other Third Party Services. If you still use the Other Third Party Services prior to the effective date of a variation, then you will be bound by such variation accordingly.

38.23     The Other Third Party 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 Other Third Party 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.

38.24     We may suspend the creation and/or linkage to TPSP Account, and submission of Other Third Party Service transactions instructions from your Account and/or terminate the Other Third Party 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.