To the extent that you (you, your, or User) have a FD121 Account, these FDD Terms (Terms) add to the FD121 Account User Agreement in respect of, and that governs your use of, the FD121 Account for FDD Services (as defined in Section 1 below). To the extent you do not have a FD121 Account but hold FDD, these Terms still apply to your holding and use of FDD where applicable.
By obtaining and using FDD, you expressly agree to these Terms, regardless of whether or not you are a User, and you acknowledge that you have reviewed and understand each of the disclosures made in this section.
Section 20 of these Terms governs how these Terms may be amended; the date of the last update is set forth at the top of these Terms.
- 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;
- Dispute means any dispute, claim, difference or controversy arising out of, relating to or having any connection with these Terms, 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;
- Dollars means dollars (or their equivalent) of the fiat currency which the FDD is denominated in;
- Downtime has the meaning in Section 7.2;
- 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;
- FD121 Account User Agreement means the agreement between a User and FD121 in respect of the use of Services provided by FD121 under the FD121 Account;
- FDD means the different stablecoins backed by various fiat currencies, issued by FD121 from time to time;
- FDD Reserves means the reserves to FDD;
- FDD Supported Blockchains means the blockchains on which FDD operate as referred to in Section 2.1;
- FDUSD means an FDD which is a U.S. Dollar Coin issued by FD121 that maintains a value of 1 U.S. Dollar subject to these Terms;
- FDUSD Reserves has the meaning in Section 2.3;
- Holder has the meaning in Section 3.5;
- 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 16.2;
- Restricted Activities has the meaning in Section 16.1;
- Restricted Persons has the meaning in Section 4.2;
- 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.
- Sanctions has the meaning in Section 4.2;
- 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;
- Terms means these terms in respect of, and that governs the use of, the FD121 Account for FDD Services, and in respect of, and that governs the holding and use of FDD;
- Third Party Content has the meaning in Section 23;
- USD means U.S. Dollar; and
- User means a user of Services provided by FD121 under the FD121 Account.
- FDD are digital tokens issued by FD121 Limited (FD121, we, or us) that operate on each of the blockchains listed at https://firstdigitallabs.com (collectively, the FDD Supported Blockchains. For the avoidance of doubt, these Terms only apply to FDD issued by FD121.
- Each FDD issued is backed by an equivalent amount of assets held by FD121. For each FDD issued by FD121 and remaining in circulation, FD121 will hold either one Dollar or an equivalent amount assets denominated in either USD or the currency in which the FDD is denominated in (the FDD Reserves).
- FDUSD is an FDD backed by an equivalent amount of USD- and U.S. Dollar-denominated assets held by FD121. For every FDUSD issued by FD121 and remaining in circulation, FD121 will hold either one U.S. Dollar (USD), or an equivalent amount of USD-denominated assets (the FDUSD Reserves).
- FDD Reserves are held for FD121 by qualified custodians.
- USD-denominated assets in the FDD Reserves are held in the form of cash, and securities determined by FD121 from time to time as permitted under applicable Rules.
Scope of FDD and Key Terms
- To the extent you have agreed to, and are subject to, the FD121 Account User Agreement, FD121 makes available the following FDD-related Services to you: (i) buy FDD from FD121 with the fiat currency which the FDD is denominated in; and (ii) sell FDD to FD121 for the fiat currency which the FDD is denominated in (collectively, the FDD Services). Your use of the FDD Services is subject to these Terms. Any of the FDD Services can be discontinued at any time in accordance with Section 1 of these FDD Terms.
- You understand and agree that you may only buy FDD from FD121 with the fiat currency which the FDD is denominated in and sell FDD to FD121 for the fiat currency which the FDD is denominated in, in your FD121 Account directly with FD121 to the extent that you have a FD121 Account in good standing.
- You may sell FDD with FD121 unless and until you open a FD121 Account. Eligibility for and requirements related to opening a FD121 Account are set forth in the FD121 Account User Agreement.
- Your use of FDD and FDD Services (as applicable), is subject to these Terms and FD121’s obligations hereunder are conditional on you complying with its provisions.
- You understand and agree that sending FDD to another address automatically transfers and unconditionally assigns to the owner of that address (a Holder), and any subsequent Holder, the right to sell FDD for the fiat currency which the FDD is denominated in to FD121 so long as the Holder is eligible to, and does, register a FD121 Account. For the avoidance of doubt, if a Holder is not eligible to register a FD121 Account, or fails to do so, such Holder is not entitled to sell FDD to FD121.
- Each FDD is intended to maintain a value of 1 Dollar. In order to issue 1 FDD, a corresponding 1 Dollar (or an equivalent amount of assets) is held in the FDUSD Reserves.
- FD121 endeavours to buy 1 FDD for 1 Dollar however your ability to sell 1 FDD to us for 1 Dollar is conditional on (i) your possession of a corresponding amount of FDD, (ii) you maintaining a FD121 Account, (iii) no violation of these Terms and the FD121 Account User Agreement, and (iv) no applicable Rules, action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict sale.
- FD121 may in its discretion but at all times subject to applicable Rules, cancel, suspend, restrict, defer or limit the buying and selling of FDD in any manner it deems reasonable including establishing individual or aggregate transaction limits on the buying and selling of FDD or other transactions that you initiate using your FD121 Account during any specified time period as publicized by us from time to time, in the following circumstances: (i) sufficient FDD Reserves cannot be realised at an appropriate price or on adequate terms or otherwise due to circumstances beyond FD121’s control; (ii) FD121 is unable to meet sale requests due to circumstances beyond its reasonable control; (iii) receipt of significant sale requests or market volatility that threatens the liquidity, solvency, value, or viability of FDD, including without limitation due to the closure of a relevant digital assets exchange platform, any suspension of or limitation imposed on trading by a relevant digital assets exchange platform or otherwise, an emergency or other similar state of affairs or the requirement of any law); or (iv) other similar circumstances. For the avoidance of doubt, the buying and selling of FDD in this context refers to the buying and selling of FDD between FD121 and a User maintaining a FD121 Account, but not with Holders generally.
- FDD Reserves are owned beneficially by FD121. While FD121 may hold the FDD Reserves in interest-bearing accounts or other yield-generating instruments, you acknowledge that you are not entitled, whether by way of contract, trust or otherwise, to such assets or any interest or other returns whatsoever earned by FD121 or its custodian on FDD Reserves. As set out in Section 2 above, FDD is backed by an equivalent amount of assets held by FD121. For each FDD issued by FD121 and remaining in circulation, FD121 will hold either one Dollar or an equivalent amount of assets denominated in either USD or the currency in which the FDD is denominated in.
- FDD does not itself generate any profits, income, interests, payments or returns for holders of FDD and only represents your right to sell FDD for an equivalent amount of fiat currency which the FDD is denominated in through your account with FD121.
- Your holding and use of FDD, and any use of the FDD Services, is subject to all applicable Rules, including, without limitation, all applicable tax, anti-money laundering (AML) and counter-terrorist financing (CTF) provisions and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable Rules. These Terms are conditional on your continued compliance at all times with these Terms and all applicable Rules.
- Applicable Rules require us to prevent Restricted Persons from holding FDD or using FDD Services. A Restricted Person means any person subject to comprehensive sanctions under economic sanctions programs administered in the jurisdictions where we conduct business (Sanctions).
- FD121 Accounts, FDD Services and support for FDD are currently only available to individuals and institutions (as applicable) located in supported jurisdictions as publicised by us from time to time.
- By holding or using FDD, or accessing or using the FDD Services, you further represent and warrant that:
- you are at least 18 years old, are not a Restricted Person, and are not holding FDD on behalf of a Restricted Person.
- you will not be using FDD or the FDD Services (as applicable) 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) these Terms and that any misrepresentation by you is a violation of these Terms.
- Notwithstanding the foregoing, FD121 may determine not to make FDD or the FDD Services, in whole or in part, available in every market, either in its sole discretion or due to applicable Rules, depending on your location.
AML and CTF Compliance
Our AML and CTF procedures are guided by all applicable Rules regarding AML and CTF. These standards are designed to prevent the use of the FDD 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.
FDD Supported Blockchains and Smart Contract Modifications
- FDD operates on FDD Supported Blockchains. FD121 does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any FDD Supported Blockchain. Any such attacks or delays on any FDD Supported Blockchain might materially delay or prevent you from sending or receiving FDD, and FD121 shall bear no responsibility for any losses that result from such issues.
- Note that in certain circumstances, including, but not limited to, a copy or fork of a FDD Supported Blockchain or the identification of a security issue with a FDD Supported Blockchain, FD121 may be forced to suspend all activities relating to FDD (including buying and selling FDD) for an extended period of time until such downtime is over and FDD Services can be restored (Downtime). This Downtime will likely occur immediately upon a copy or fork of any FDD Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving FDD.
- FD121 reserves the right to migrate FDD to another blockchain or protocol in the future in its reasonable discretion. Upon FD121’s request, you agree to take any and all actions reasonably necessary to effect the migration of your FDD to another blockchain or protocol identified by FD121. If you fail to effect such migration, the FDD may not be compatible with your FD121 Account going forward. FD121 will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your FDD to another blockchain or protocol identified by FD121.
- By entering into these Terms, 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.
- These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to FDD and your use of FDD Services. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms govern your holding and use of FDD, and the FDD Services, as applicable.
All logos related to the FDD Services are either trademarks, or registered marks of FD121 or its licensors. Whether or not you have a FD121 Account, 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, the Platform, any content thereon, the FDD Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of FD121 and its licensors.
Risk Factors & Risk Disclosures
By entering into these Terms, you agree that you have read and understood, and agree to the risks associated with FDD and the FDD Services, non-exhaustively set out in FDD risk factors appendix, as updated from time to time.
Third-party Products and Services
- You understand and agree that FD121 does not control any products or services sold or offered by third parties using the FDD Services or using FDD.
- FD121 is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable Rules (including any consequences for illegal transactions that might be triggered under these Terms), the quality and delivery of such products and services, or your satisfaction with any products or services, the purchase of which is facilitated by the FDD Services. If you are not satisfied with any goods or services purchased from a third party using the FDD Services, you must handle those issues directly with the third-party seller.
- If you wire funds to FD121 to buy FDD, you should denominate your wire transfer in the currency which the FDD is denominated in.
- If you transmit your wire in a currency other than in the currency which the FDD is denominated in, we will deduct an amount of FDD that results following a currency conversion of any fees charged for such currency conversion. FD121 is not responsible for any processing delays that may result in connection with completing such currency conversion. Additionally, FD121’s banking partners may not support currencies which FDD is not denominated in, and may be forced to reject or return a wire received in a non-supported currency.
Right to Change/Remove Features or Suspend/Delay Transactions
We reserve the right to (i) change, suspend, or discontinue any aspect of the FDD Services at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any subscription or redemption without prior notice and may limit or suspend your use of one or more FDD Services at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable Rules and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the FDD Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay, suspend or cancel issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable Rules, or violates the terms of these Terms.
If a payment made to buy FDD is reversed by your bank or FD121’s banking partners after a tokenization of FDD is completed, FD121 will initiate a sale of FDD and deduct such FDD from your FD121 Account in accordance with a court order or other legal or regulatory directions. Furthermore, subject to our investigation of the reversal request, FD121 reserves the right but is not obligated to (i) initiate a sale of FDD and deduct such FDD from your FD121 Account, (ii) deduct such amounts from future FDD issuances to your FD121 Account, (iii) suspend your FD121 Account and access to the FDD Services until resolved, and (iv) pursue legal action or any other means of recovery legally available.
Restricted Activities and Prohibited Transactions
- In connection with your holding or use of FDD, or the FDD Services (as applicable), 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 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 FDD 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 Users, including, without limitation, email addresses;
- Defame, harass, or violate the privacy or intellectual property rights of FD121 or any other 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).
- Using FDD or the FDD Services for transactions related to the following is prohibited, and FD121 reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:
- Any Restricted Persons;
- 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 licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
- 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 licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
- 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 laws 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 transactions, Prohibited Transactions).
- In the event that FD121 becomes aware or suspects you are making any such Prohibited Transactions, FD121 will consider it to be a violation of these Terms and may also suspend or terminate your FD121 Account, which can result in the potential forfeit of any funds otherwise eligible for redemption.
- 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 these Terms, your violation of any law or regulation or your holding or use of FDD.
- 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 applicable 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 hold or use FDD; (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 involving FDD; (iii) unauthorized access to or alteration of your transmissions or data; or (iv) any other matter involving FDD.
- FDD is 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 FDD will meet your requirements, (ii) the FDD 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 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.
- FD121 may amend any portion of these Terms at any time. The revised version of these Terms with an updated revision date will be available to you by ways set out in Section 9.1 above. The changes will become effective, and shall be deemed accepted by you, the first time you access or use FDD or the FDD Services after the initial posting of the revised Terms 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 FDD Services and terminate your FD121 Account (if any). 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 these Terms.
- If the revised Terms 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) otherwise clarifies an existing term.
Assignment and Third-party Holders
- You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending FDD to an address will automatically transfer and unconditionally assign to that Holder, and any subsequent Holder, the right to sell FDD for the fiat currency in which the FDD is denominated in, so long as the Holder is eligible to, and does, register a FD121 Account.
- Each Holder is subject to all terms of these Terms as if a User including, but not limited to, the requirements to not engage in Restricted Activities or Prohibited Transactions.
- We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop holding and using FDD, you may also stop using our FDD Services (where appropriate), and terminate these Terms by contacting FD121’s support team and asking us to close your FD121 Account.
Upon termination of these Terms (and termination of your FD121 Account, to the extent applicable), all rights and obligations of the parties that by their nature are continuing will survive such termination.
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.
The FDD and FDD Services are subject to AML and CTF provisions and Sanctions. By holding or using FDD, or using the FDD Services, you represent and warrant that your actions are not in violation of Sanctions. Without limiting the foregoing, you may not hold or use FDD, or use the FDD Services if you are a Restricted Person or intend to transact with or on behalf of any Restricted Persons.
Governing Law; Jurisdiction
These Terms are governed by the laws of Hong Kong. The courts of Hong Kong have exclusive jurisdiction to settle any Dispute and each party to these Terms 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 these Terms shall not constitute a waiver of such right or provision.
- If any provision of these Terms 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 these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 20.
- Furthermore, if any portion of these Terms, whether in whole, or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these terms.
- 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.
- Notwithstanding anything to the contrary set forth in these Terms or otherwise, to the extent that the FD121 Account User Agreement applies to you, in the event of a conflict between any term set forth herein and any term set forth in the FD121 Account User Agreement, these Terms shall prevail.
A person who is not a party to these Terms 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 these Terms.