For the avoidance of doubt, your access to the Services is contingent on your maintenance of a FD121 Account and access to the Platform.
Our Services currently only support stablecoins backed by fiat currencies, issued by FD121 from time to time (being FDD). For the avoidance of doubt, where used herein, the term funds includes fiat currency and FDD.
Section 22 of this Agreement governs how this Agreement may be amended; the date of the last update is set forth at the top of this Agreement.
- Additional Users has the meaning set forth in Section 2.6;
- Authority means any nation, any political subdivision thereof, whether state or local, any international organization, and any agency, authority, instrumentality, judicial or administrative, regulatory body, law enforcement body, securities or futures exchange, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government;
- Blocked Addresses has the meaning in Section 15;
- Dispute means any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it;
- Downtime has the meaning in Section 10.3;
- Error has the meaning in Section 20.4;
- FDD means the different stablecoins backed by such various fiat currencies issued by FD121 from time to time;
- FDD Services means the Services provided by FD121 under any FD121 Account involving FDD as set out in FDD Terms;
- FD121 means FD121 Limited, a private company limited by shares incorporated in Hong Kong;
- FD121 Account means one or more accounts in your name opened with FD121;
- FDD Terms means the terms in respect of, and that govern the use of, the FD121 Account for FDD Services, and in respect of, and that govern the holding and use of FDD;
- Hong Kong means the Hong Kong Special Administrative Region of the People's Republic of China;
- Liability means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of Taxes, Tax Rules, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;
- Platform means a technology platform where Services are provided in respect of a FD121 Account;
- Prohibited Transactions has the meaning in Section 16;
- Restricted Activities has the meaning in Section 16;
- Restricted Persons means persons subject to comprehensive sanctions under economic sanctions programs administered in the jurisdictions where we conduct business, or residents, nationals or agents of Restricted Territories;
- Restricted Territories means jurisdictions subject to comprehensive sanctions under economic sanctions programs administered in the jurisdictions where we conduct business;
- Rules means the rules or regulations of any clearing system, the rules, operating procedures or market practice of any relevant stock exchange or market, any statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement (whether concluded voluntarily or involuntarily), directive, requirement of, or other governmental restriction or any similar binding form of decision of or determination by or with, or any binding interpretation or administration of any of the foregoing by or with, any Authority, whether now or hereafter in effect;
- Services means the services provided by FD121 in respect of the FD121 Account as set out in Section 3;
- Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature, and any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same;
- Third Party Content has the meaning in Section 27;
- Unauthorized FDD Transaction has the meaning in Section 20.3; and
- User means a user of Services provided by FD121 in respect of the FD121 Account.
Eligibility; Limitations; Registration Process; Identity Verification
- The FD121 Account and Services are currently only available to institutions located in supported jurisdictions as publicized by us from time to time.
- In registering to use the FD121 Account and Services on behalf of an entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable Rules of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the Services or any other service or product offered by FD121 or its affiliate entities.
- Use of certain Services may have further eligibility requirements that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services and may be subject to additional terms and conditions.
- By accessing or using the FD121 Account and Services, you further represent and warrant that:
- you are not a Restricted Person, nor are you a resident of or domiciled in a Restricted Territory.
- you will not be using the FD121 Account and Services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Section 16.
- You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) this Agreement and that any misrepresentation by you is a violation of this Agreement.
- When you set up a FD121 Account, you will be required to designate an administrator for your account. FD121 may, in its discretion, grant access to your FD121 Account and some or all of the Services to other persons at your organisation (e.g. your employees) (such persons, Additional Users). Such access is subject to FD121’s review and approval, and such Additional Users’ agreement to all of the terms hereof. To the extent that you choose to have Additional Users have access to the FD121 Account, you will have to designate those Additional Users and manage their access to your account. By you requesting such access, you and all Additional Users automatically agree to this Agreement.
- If FD121 determines that you or any of your Additional Users have violated this Agreement, including, but not limited to, transacting with Blocked Addresses or engaging in Restricted Activities or Prohibited Transactions then FD121 may be forced to terminate your FD121 Account.
- Notwithstanding the foregoing, FD121 may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to applicable Rules, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a FD121 Account in FD121’s sole discretion.
Registration process; identity verification
- When registering your FD121 Account, you must provide current, complete, and accurate information. You also agree to provide us, when registering a FD121 Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. You permit us and our affiliates to keep a record of such information and authorize us and our affiliates to make the inquiries, whether directly or through third parties, that we and our affiliates consider necessary or desirable to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
- In certain circumstances, we may require you to submit additional information about yourself or your business, provide records, and complete other verification steps.
- You represent and warrant that all information provided to us pursuant to this Agreement is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.
- From time to time we and our affiliates may be required to request further information or review or update existing information regarding your account or your transactions to comply with applicable Rules, and in some cases, payment network or clearing system rules. Failure to provide such information, if requested by FD121, in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your FD121 Account.
- We reserve the right to maintain your account registration information after you terminate your FD121 Account for business and regulatory compliance purposes, subject to applicable Rules.
- FD121 provides FDD-related services, which are described more fully in the FDD Terms (the FDD Services). To the extent that you utilize your FD121 Account for any FDD Services, the FDD Terms shall apply to all such Services. Notwithstanding anything to the contrary set forth in this Agreement or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the FDD Terms in connection with any FDD Services, the terms of the FDD Terms shall prevail.
- The FD121 Account is not a bank account or a deposit account. FD121 does not offer custody services, wallet services, transfer services, payment processing services, treasury services, or trading services either in relation to FDD or fiat currency under this Agreement.
FD121 does not provide investment, tax, or legal advice. You should consult your legal or tax professional regarding your specific situation. The information provided on our website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such.
- By entering into this Agreement, you agree to receive electronic communications and notifications from us by way of e-mail, by posting a notice to our website, or through other electronic means as we shall reasonably select.
- This Agreement is provided to you and communicated in English. We will also communicate with you in English for all matters related to your use of the Services. Where we have provided you with a translation of the English language version of this Agreement or any information related to your FD121 Account, you acknowledge and agree that such translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services.
Security of Your Information
- You are responsible for maintaining the confidentiality and security of all account names, User IDs, passwords, personal identification numbers (PINs) and other access codes that you use to access the Services. You are responsible for keeping your email address and all other account holder and User information up to date in your FD121 Account profile and for maintaining the confidentiality of your User information. You agree to notify FD121 immediately if you become aware of any unauthorized use of your FD121 Account, the Platform, the Services, or any other breach of security regarding any of the aforementioned. We strongly advise you to enable all security features that are available to you (such as, by way of example two-factor authentication); this offers you enhanced protection from possible malicious attacks. FD121 will not be liable for any loss or damage arising from your failure to protect your account information.
- We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We recommend the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from FD121, you should login to your FD121 Account directly through the Services website or related mobile application, if any, and not by clicking links contained in emails.
Account Suspension & Closure
- We may, without liability to you or any third party, suspend your FD121 Account, consolidate your FD121 Accounts if you have more than one, or terminate your FD121 Account or suspend your use of one or more of the Services subject to the terms of this Agreement, as determined in our sole and absolute discretion. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, where there is a failure to comply with applicable Rules, your violation of the terms of this Agreement, or for other similar reasons. FD121 may also temporarily suspend access to your FD121 Account in the event that a technical problem causes system outage or FD121 Account errors until the problem is resolved. For the avoidance of doubt, in the event your FD121 Account is suspended or closed, you will no longer be able to access any of the Services.
- You may terminate this Agreement at any time by closing your FD121 Account in accordance with this Agreement. You may not terminate your FD121 Account if FD121 believes, in its sole discretion, that such closure is being performed in an effort to evade Rules, a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to FD121.
- We encourage you to redeem your FDD prior to issuing a request to terminate FD121 Account. We reserve the right to restrict or refuse to permit redemptions of FDD if (i) your FD121 Account has otherwise been suspended or unilaterally terminated by FD121 in accordance with this Agreement or (ii) to do so would be prohibited by law or a court order or we have determined that any of the related FDD were obtained fraudulently.
- Upon closure or suspension of your FD121 Account, you authorize FD121 to cancel or suspend pending transactions and forfeit all proprietary rights and claims against FD121 in relation to any fiat currency otherwise eligible for redemption.
- In the event that you or FD121 terminates this Agreement or your access to the Services, or cancels your FD121 Account, you remain liable for all activity conducted on or with your FD121 Account while it was active and for all amounts due hereunder.
- FD121 may charge fees in connection with the Services. You agree to pay the fees shown to you, if any, or as separately agreed between you and FD121 without set off or deduction. Fees are generally disclosed fee schedule which we publicize from time to time; we may change any of the fees that FD121 charges at any time, with or without notice.
- You are responsible for, and agree to pay, all fees that may be charged by your financial institution or wallet service provider in connection with sending funds to FD121 or receiving funds from FD121. FD121 is not responsible for any charges that you incur based on delayed processing of deposits or withdrawals that might result from overdraft fees or otherwise. Failure to separately account for the fees that may be charged by your financial institution or wallet service provider in connection with sending funds to FD121 or receiving funds from FD121 may result in those fees being deducted from the funds that you send to or receive from FD121, or insufficient funds to complete a transaction.
Forks, Advanced Protocols, Other Digital Currencies & Supplemental Protocols Not Supported
- As a result of the decentralized and open-source nature of blockchain it is possible that sudden, unexpected or controversial changes (forks) can be made to any blockchain that can change the usability, functions, natyure, value or even name of a given blockchain and smart contracts deployed on it. It is also possible that such forks result in multiple versions of a smart contracts, each with its own value, and therefore may reduce the value of the original “unforked” version of a digital currency.
- FD121 is under no obligation to support a fork of a FDD that you hold, whether or not such forked FDD holds value at or following such fork. If FD121 elects, in its sole discretion, to support a fork of a FDD it will make an electronic communication or notification by way of e-mail, by posting a notice to our website, or through other electronic means, and shall bear no liability for any real or potential losses that may result based on the decision to support such fork or the timing of implementation of support. If FD121, in its sole discretion, does not elect to support a fork of a given FDD, FD121 assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported fork of a FDD.
- Unless otherwise specified in this Agreement, FD121 Accounts also do not support any other digital currencies, tokens, coins or forked protocols whether or not they are created as a result of a fork of a FDD, are independently created or otherwise, and regardless of whether or not such other digital currencies hold any value. Note that in the event of a fork of a FDD, FD121 may be forced to suspend all activities relating to such FDD (including both buying and selling) for an extended period of time until FD121 has determined in its sole discretion that such functionality can be restored (Downtime). This Downtime will likely occur immediately upon a “fork” of a given FDD, potentially with little to no warning, and during this period of Downtime you will not be able to buy or sell the digital currency subject to such fork.
No Deposit Protection
No fiat currency is held in your FD121 Account. Any fiat currency transferred to FD121 is not subject to deposit protection, including, but not limited to, the Deposit Protection Scheme in Hong Kong. Additionally, no interest will accrue or be paid to you, on fiat currency (if any) held in your FD121 Account. See section 3 of the FDD Terms for more details.
Right to Change/Remove Features or Suspend/Delay Transactions
Subject to the FDD Terms, we reserve the right to change, suspend, or discontinue any aspect of the Services or the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay, suspend or cancel any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable Rules or payment network or clearing house rules, or violates any term of this Agreement.
If do not provide us with sufficient funds (fiat currency or FDD) to complete a transaction, such transaction will not be completed.
Once a transaction has been initiated, it cannot be reversed or refunded, except as set forth in this Agreement. You should periodically review statements from your financial institution or wallet service provider and any other service that you use to transact FDD. You can also access the record of transactions in your FD121 Account by logging into your FD121 Account.
Blocked Addresses & Forfeited Assets
FD121 reserves the right to “block” certain digital currency addresses that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the terms of this Agreement (Blocked Addresses). In the event that you send digital currency to a Blocked Address, or receive digital currency from a Blocked Address, FD121 may freeze such digital currency and take steps to terminate your FD121 Account. In certain circumstances, FD121 may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your FDD. FD121 may also be forced to freeze and potentially surrender FDD in the event it receives a legal order from a government authority requiring it to do so.
Restricted Activities and Prohibited Transactions
- In connection with your use of the Services, you hereby agree that you will not:
- Send FDD to individuals and institutions located in jurisdictions other than in supported jurisdictions;
- Violate (or assist any other party in violating) any applicable Rules;
- Intentionally try to defraud (or assist in the defrauding of) FD121 or other FD121 Account Users;
- Provide false, inaccurate, or misleading information;
- Take any action that interferes with, intercepts, or expropriates any system, data, or information;
- Partake in any transaction involving the proceeds of illegal activity;
- Transmit or upload any virus, worm, or other malicious software or program;
- Attempt to gain unauthorized access to other FD121 Accounts, the FD121 website, or any related networks or systems;
- Use the Services on behalf of any third party or otherwise act as an intermediary between FD121 and any third parties;
- Collect any User information from other FD121 Account Users, including, without limitation, email addresses;
- Defame, harass, or violate the privacy or intellectual property rights of FD121 or any other FD121 Account Users; or
- Upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials (such activities, Restricted Activities).
16.2 In addition, using the Services for transactions related to the following is prohibited, and FD121 reserves the right to monitor use of the Platform, including for but not limited to, transactions that relate to:
- Any Restricted Persons or persons or entities located in Restricted Territories (as each term is defined in Section 29);
- Weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;
- Controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless possession of and transactions involving such controlled substances are authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place, and provided any such transactions comply with all applicable Rules;
- Gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling, or other activities that facilitate any of the foregoing, unless such activities are authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place, and provided any such activities comply with all applicable Rules;
- Money laundering or terrorist financing;
- Any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
- Goods or services that infringe or violate any copyright, trademark, or proprietary rights under the Rules of any jurisdiction;
- Credit repair services, or other services that may present consumer protection risks;
- Court ordered payments, structured settlements, tax payments, or tax settlements;
- Any unlicensed money transmitter activity;
- Layaway systems, or annuities;
- Counterfeit goods, including but not limited to fake or “novelty” IDs;
- Wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
- Purchasing goods of any type from Darknet markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
- Any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your financial institution, wallet service provider, or payment partners (such (a) – (o) transactions, Prohibited Transactions).
- In the event that FD121 becomes aware or suspects you are making or attempting any Restricted Activities or Prohibited Transactions, FD121 will consider it to be a violation of this Agreement and may suspend or terminate your FD121 Account.
FD121 will maintain a record of your transaction history, which you will be able to access through your FD121 Account for purposes of making any required Tax filings or payments, but it is your responsibility to determine what, if any, Taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. FD121 will make any Tax withholdings or filings that we are required by law to make, but FD121 is not responsible for determining whether Taxes apply to your transactions, or for collecting, reporting, or remitting any taxes arising from any transaction.
- You agree to indemnify and hold FD121, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any Liabilities, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, your violation of any Rules or your use of the Services.
- If you have a Dispute with one or more Users or third parties, you release FD121 (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Disputes.
Limitation of Liability; No Warranty
- You expressly understand and agree that FD121 and our affiliates and service providers (including, for the avoidance of doubt, any custodian), and their respective officers, directors, agents, joint venturers, employees, and representatives will, to the extent permitted by Rules, not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data, or other intangible losses (even if FD121 has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; or (iv) any other matter relating to the Services.
- The Services are provided "as is" and without any representation or warranty, whether express, implied or statutory. FD121, our affiliates, and our respective officers, directors, agents, joint venturers, employees, and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. FD121 makes no warranty that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, or (iii) the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations.
- FD121 will make reasonable efforts to ensure that requests for FD121 Account transactions are processed in a timely manner, but FD121 makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system, electronic communication systems or mail service.
Unauthorized and Incorrect Transactions
- When any transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible by email. It is important that you regularly check your FD121 Account balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this Section.
Unauthorized and incorrect FDD transactions
- If an Unauthorized FDD Transaction or Error occurs through your FD121 Account, and you follow the procedures set forth in this Section, FD121 will reimburse you for the amount of any eligible Unauthorized FDD Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section.
Unauthorized FDD transaction or error
- For purposes of this Section, Unauthorized FDD Transaction means any transaction that was initiated from your FD121 Account without your authorization and that does not benefit you.
- For purposes of this Section, an Error means one of the following: (i) if your bank account is charged for an issuance of FDD, FD121 or its custodian receives the funds, but the corresponding FDD is not reflected in your FD121 Account or does not show up in your account with your wallet service provider, (ii) if you complete a redemption and the funds are not properly delivered by FD121 to your bank account, (iii) if the transaction records in your FD121 Account do not accurately reflect your transactions, or (iv) there is some other material mathematical or computational error by FD121 in calculating subscription or redemption amounts.
Notifying FD121 of an unauthorized FDD transaction or error
- You should notify us immediately if you believe that (i) an Unauthorized FDD Transaction or Error has occurred, (ii) your password and/or two-factor authentication access has been compromised, (iii) a device on which contains an active FD121 session has been stolen or lost, or (iv) you believe there is an Error in your transaction records or account history, or you have a question regarding your transaction records or account history.
- In order for Unauthorized FDD Transactions or Errors to be covered by FD121, you must notify us within seven (7) days of such Unauthorized FDD Transaction or Error showing up in your transaction history and/or account statement. If you do not notify us within seven (7) days, then you will not be covered by the protections of this Section.
- You should notify us of an Unauthorized FDD Transaction or Error by contacting us.
- However you choose to notify us, you must, and it is your responsibility to include:
- the name and email associated with your FD121 Account
- a detailed description of what Unauthorized FDD Transaction or Error you believe occurred, and
- evidence substantiating the Unauthorized FDD Transaction or Error you believe occurred, and
- the amount of such Unauthorized FDD Transaction or Error.
- Note that in connection with investigating and/or resolving any Unauthorized FDD Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized FDD Transaction or Error. If you fail to provide any information that we request, it will inhibit our ability to resolve your issue and limit your rights under this Section.
Steps FD121 will take following notification
- Once you have provided us with proper notification (including delivering all of the information set forth in the subsection above and responding to any requests for further information), we will investigate the potential Unauthorized FDD Transaction or Error. We will typically be able to complete our investigation within ten (10) days, but may require up to thirty (30) days if your FD121 Account is new (meaning your FD121 Account has been active for less than thirty (30) days at the time we receive your notification).
- Once we have completed our investigation, we will notify you of our decision within three (3) business days, and regardless of the results of our investigation, we will send you an email explaining the basis for our decision. Our decisions are final and not subject to further review.
Right to Set-off
FD121 may and is authorized, without prior notice and both before and after demand, to set off the whole or any part of your liabilities or other amounts payable to FD121, including but not limited to fees, whether such amounts are present or future, actual or contingent, or liquidated or unliquidated, against any sums held by FD121 and owed to you, whether under this Agreement or any other agreement between FD121 and you.
- FD121 may amend any portion of this Agreement at any time. The revised version of this Agreement with an updated revision date will be available to you by ways set out in Section 6.1 above. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your FD121 Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement.
- If the revised Agreement includes a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose a material change means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable Rules or as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) to otherwise clarify an existing term.
You may not transfer or assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void. We reserve the right to freely assign this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this Agreement by contacting FD121’s support team and asking us to close your FD121 Account.
Change of Control
In the event that FD121 is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival; Force Majeure
- Upon termination of your FD121 Account or this Agreement for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
- FD121 shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including acts of God, terrorism, pandemics, shortage of supply, labour difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.
If you grant express permission to a third party to connect to your FD121 Account, either through the third party's product or through FD121, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold FD121 responsible for, and will indemnify FD121 from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
Website; Third-party Content
FD121 strives to provide accurate and reliable information and content on the FD121 website, but such information may not always be correct, complete, or up to date. FD121 will update the information on the FD121 website as necessary to provide you with the most up to date information, but you should always independently verify such information. The FD121 website may also contain links to third party websites, applications, events or other materials (Third Party Content). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by FD121 of any products or services. FD121 shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the FD121 website or in any Third Party Content.
Limited License; IP Rights
We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the Services solely for approved purposes as determined by FD121. Any other use of the Services or the Platform is expressly prohibited. FD121 and its licensors reserve all rights in the Services and you agree that this Agreement does not grant you any rights in or licenses to the Services except for the limited license set forth above. Except as expressly authorized by FD121, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Platform, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services and your FD121 Account may be terminated pursuant to this Agreement. All logos related to the Services are either trademarks, or registered marks of FD121 or its licensors. You may not copy, imitate, or use them without FD121's prior written consent. All right, title, and interest in and to the FD121 website, any content thereon, the Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of FD121 and its licensors.
Applicable Rules; Legal Compliance
- Your use of the Services is subject to all applicable Rules, including, without limitation, all applicable tax, anti-money laundering (AML) and counter-terrorist financing (CTF) provisions.
- You unequivocally agree and understand that by registering a FD121 Account and using the Services in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable Rules (including, without limitation, those stated in this Section, where applicable). For the avoidance of doubt, continued use of your FD121 Account and FD121’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable Rules. FD121’s AML and CTF procedures are guided by all applicable Rules regarding AML and CTF. These standards are designed to prevent the use of the Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.
- You agree, represent, and warrant that all funds used or applied for the Services and transactions in relation to your FD121 Account in the future, are not the direct or indirect proceeds of any criminal or fraudulent activity.
- The Services are subject to economic sanctions programs administered in the jurisdictions where we conduct business, pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using the Services, you represent that your actions are not in violation of such sanctions programs.
- In the event that we are required to block funds associated with your use of Services in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your FD121 Account; (ii) terminate your FD121 Account; (iii) return funds to the destination of their origin or to an account specified by authorities, in accordance with Section 15. In certain cases, taking one or more of these actions may result in a forfeiture of some or all of your assets held with FD121. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable Rules, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Governing Law; Jurisdiction
The Agreement is governed by the laws of Hong Kong. The courts of Hong Kong have exclusive jurisdiction to settle any Dispute and each party to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong. The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary.
- The failure of FD121 to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
- If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 22.
- The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any provision of this Agreement.