NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA AND PEOPLE’S REPUBLIC OF CHINA
IMPORTANT: Our products and services may not be offered in certain jurisdictions due to regulatory restrictions.
Please read the following terms and conditions (these “Terms”) carefully before accessing or using the Platform, Site, App, Services, or Content (each as defined hereinbelow). By using any of these, you agree to be bound by these Terms, including any schedules, amendments, or additional terms incorporated herein. These Terms do not offer products or services in United States of America, the People’s Republic of China or any other jurisdiction where it is unlawful or requires licensing, authorisation, certain jurisdictions where it is unlawful or requires authorization. Do not forward or distribute these Terms to persons in those jurisdictions.
NO OFFER OR SOLICITATION: Nothing in these Terms and no content, material or any other information provided on the Site, the App or the Platform shall constitute or be construed as a recommendation, offer, invitation to enter into any transaction in or to purchase any virtual assets, securities, interests in a fund, unit trust or collective investment scheme or other similar arrangements or any other investment products or services of any nature or description or any related activities or services whatsoever. You further understand that none of KINGS, its affiliates or any third-party service provider is advising you on the nature, potential, value, risks or suitability of any particular product or service, transaction, investment strategy or any other matter, and any information provided to you is not tailored to the needs of any specific person. You understand that an investment in any virtual asset is subject to a number of risks, and that information, data, materials and contents published on the Site, the App or the Platform may not contain or be accompanied by a list or description of the relevant risk factors and, where any risk disclosures are made, whether in these Terms, such disclosures are not intended to be and should not be regarded or relied upon as being exhaustive. Any information contained in these Terms may not be up-to-date. Further, you acknowledge that no representation, warranty or undertaking whatsoever is made by KINGS or any of its affiliates do not guarantee the accuracy or completeness of the information provided. Any reliance by you on such information is solely at your own risk without any liability on the part of KINGS or any of its affiliates.
NOTICE: Cryptocurrencies, virtual currencies, virtual assets and other digital assets are NOT bank deposits, legal tender, backed by the government, and accounts and value balances are NOT subject to any governmental or government-backed protections. Legislative and regulatory changes can impact the use and value of cryptocurrencies, virtual currencies, virtual assets and other digital assets.
1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms, unless otherwise defined herein, capitalised terms shall have the following meanings:
“Account” means the user account a User opens with KINGS on the Platform;
“Affiliate” means, in relation to any person, entity or company, any other person, entity or company directly or indirectly controlling or controlled by, or under common control with, that person, entity or company;
“AML/CTF” means anti-money laundering and counter-terrorist financing;
“AMLO” means the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong), as amended, modified, supplemented or consolidated from time to time;
“App” means the mobile and/or web-based applications operated by KINGS and/or its Affiliates through which the Platform may be accessed, including all features, functions and contents contained, displayed or made available therein;
“Applicable Law” means, in relation to any person and any property, agreement, arrangement, transaction, activity or any other matter, any law, rule, statute, subsidiary legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate such person, property, agreement, arrangement, transaction, activity or other matter;
“Authority” means any: (i) national, state, municipal or local government, governmental body or agency or any sub-division thereof; (ii) regulatory or administrative agency, commission, board, bureau or statutory body; (iii) central bank; (iv) court, tribunal, administrative panel, hearing body; (v) self-regulatory organisation or other non-governmental or semi- or quasi-governmental authority or regulatory body; or (vi) tax authority, which is of competent jurisdiction with respect to KINGS, the User or any relevant third party, or any transaction contemplated under these Terms;
“Authorised Representatives” means any person authorised by the User to open an Account in the User’s name, to operate such Account and/or to give Instructions to KINGS;
“beneficial owner” shall have the meaning given in the AMLO;
“Business Day” means any day except any Saturday, Sunday or public holiday on which commercial banks normally open for business in Hong Kong;
“CDD” means client due diligence;
“Confidential Information” has the meaning given in Clause 18.6;
“Content” means data, information, documents, materials, advertisements, text, audio, video, graphics, software and other content on the Platform;
“Conversion” means a Fiat Conversion, a VA Conversion, a Fiat to VA Conversion or a VA to Fiat Conversion;
“Converted Currency” shall have the meaning given in Clause 9.1(a);
“Converted VA” shall have the meaning given in Clause 9.2(a);
“Deposit” means a Fiat Deposit or a VA Deposit;
“Eligible User” means a person satisfying the conditions set out in Clause 3.1;
“Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including a title transfer or retention arrangement) having similar effect;
“Fees” means any and all fees and charges payable by the User to KINGS for the use of the Platform and/or the Services;
“Fees Schedule” means one or more schedule(s), table(s) or list(s), or information in whatever form, available on the Platform setting out the particulars of the Fees (including amount and calculation), as amended, updated, modified and supplemented from time to time;
“Fiat Conversion” shall have the meaning given in Clause 9.1;
“Fiat Deposit” shall have the meaning given in Clause 7.2(a);
“Fiat Wallet” means a digital wallet provided by KINGS for the storage of and transactions in Supported Currencies through the Platform;
“Fiat Withdrawal” shall have the meaning given in Clause 7.3(a);
“Fiat to VA Conversion” shall have the meaning given in Clause 9.3(a);
“Force Majeure Event” means an event, circumstance or situation which is beyond our control and reasonably foreseeable at the time of entry into these Terms, including, without limitation: (i) any act of God, natural disaster, epidemic or pandemic; (ii) failure or breakdown of, or interruption in, any blockchain networks or protocols, public or private telecommunication networks, communication channels or information systems; (iii) failure or breakdown of, or interruption in, SWIFT or any other money transmission system; (iv) any act or omission of any third party; (v) any delay, failure or interruption in, or unavailability of, any third party services; (vi) any strike, lockout, labour dispute, war, insurrection, civil unrest, terrorist act or riot; (vii) any virus, malware, other malicious computer code or the hacking of or unauthorised access to any part of the Platform or the Services; (viii) any change in or addition or supplementation to Applicable Laws; (ix) any act, decision, order, pronouncement or decree of any Authority of competent jurisdiction; and (x) any change in market rules or practices, currency restrictions, devaluations or fluctuations or market conditions affecting the execution or settlement of transactions or the value of assets (including but not limited to fiat currencies and VAs);
“Fork” shall have the meaning given in Clause 13.1;
“Forked Network” shall have the meaning given in Clause 13.1;
“Group” means KINGS and its Affiliates;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
“KINGS” means KINGS UNITED HOLDING LIMITED, a company incorporated under the laws of Hong Kong and holding a TCSP Licence;
“Instruction” means any information, instruction, communication, order or message (including but not limited to those relating to any Transaction) made or given by or on behalf of you or otherwise referable to you or otherwise relating to your Account;
“Intellectual Property Rights” shall have the meaning given in Clause 17.1;
“KYC” means know-your-client;
“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury;
“Original Currency” shall have the meaning given in Clause 9.1(a);
“Original VA” shall have the meaning given in Clause 9.2(a);
“Party” means a party to these Terms, namely KINGS or the relevant User; and “Parties” means KINGS and the relevant User collectively;
“personal data” has the meaning given in the PDPO;
“Platform” means the digital platform operated by KINGS and/or its Affiliates through which the Services are provided and which is made available through the App and the Site;
“Privacy Policy” means the privacy policy set out in Appendix 2 hereto, as amended, modified, updated or supplemented from time to time;
“PDPO” means the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong);
“PRC” means the People’s Republic of China, which, for the purpose of these Terms, shall not include Hong Kong, the Macao Special Administrative Region and Taiwan;
“Prohibited Jurisdiction” means: (i) the USA; (ii) the PRC; (iii) any country or territory subject to financial, economic, trade or other sanctions or embargoes imposed by the USA, the United Nations, the European Union or any country or member-state within the European Union, the United Kingdom, the OFAC, the North Atlantic Treaty Organization or any other national government or international or transnational organisation; (iv) any country or territory identified as a “Specially Designated National” by the OFAC; (v) any country or territory placed on the most current list of “High-Risk Jurisdictions subject to a Call for Action” published by the Financial Action Task Force; or (vi) any jurisdiction in which entry into or performance of your obligations under these Terms, the offer of the Services or any transaction contemplated hereunder (including without limitation the delivery, holding, use, transfer, purchase, sale or exchange of VAs) is unlawful or requires licensing, registration or approval of any kind;
“Risk Disclosure Statement” means the risk disclosure statement set out in Appendix 3 hereto, as amended, modified, updated or supplemented from time to time;
“Sanction” has the meaning given in Clause 3.1(a)(v);
“Site” means the website at https://www.kingsunited.io , including all features, functions and contents contained, displayed or made available therein;
“Supported Currency” means a fiat currency which is supported by the Platform for storage in the Fiat Wallet and/or exchange for or from another VA or fiat currency;
“Supported VA” means a VA which is supported by the Platform for storage in the VA Wallet and/or exchange for or from another VA or fiat currency;
“Services” means the products and services offered by KINGS through the Platform as set out in Clause 4.1;
“Taxes” means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, including but not limited to any value added, sales, goods and services, stamp, issue, registration, documentary or other taxes or duties or deductions, withholdings and other liabilities related thereto, which are levied, collected, withheld, deducted or assessed by or on behalf of any Authority having power to tax;
“TCSP Licence” means a trust or company service provider licence granted under the AMLO;
“these Terms” means these Service Terms and Conditions, including all schedules and appendices hereto, and as amended, modified, updated or supplemented from time to time;
“Third Party Charges” has the meaning given in Clause 14.2;
“Liquidity Provider” shall have the meaning given in Clause 9.2(a);
“Payment Service Provider” shall have the meaning given in Clause 9.1(a);
“Transaction” means any transaction carried out on or through the Platform or the Services, including but not limited to any deposit, withdrawal or exchange of VAs or fiat monies and the making of any payments;
“Unsupported Forked Network” shall have the meaning given in Clause 13.2;
“Unsupported Fork VAs” shall have the meaning given in Clause 13.2;
“USA” means the United States of America;
“User” or “you” means the person reading or accessing these Terms or using or accessing the Platform, the Site, the App, the Services, the Contents or opening an Account with KINGS under these Terms;
“VA” or “virtual asset” has the meaning given to the term “virtual asset” in the AMLO;
“VA Conversion” shall have the meaning given in Clause 9.2(a);
“VA Deposit” shall have the meaning given in Clause 8.2(a);
“VA Withdrawal” shall have the meaning given in Clause 8.3(a);
“VA Wallet” means a digital wallet provided by KINGS for the storage of and transactions in Supported VAs through the Platform;
“VA to Fiat Conversion” shall have the meaning given in Clause 9.4(a);
“we” or “us” means KINGS or the Group or any one or more members within the Group, as the context requires;
“Whitelisted Account” shall have the meaning given in Clause 7.1(a);
“Whitelisted Wallet” shall have the meaning given in Clause 8.1(a); and
“Withdrawal” means a Fiat Withdrawal or a VA Withdrawal;
1.2. These Terms shall be interpreted and construed in accordance with the following principles:
(a) references to “Clauses” and “Appendices” are references to the clauses and appendices to these Terms;
(b) references to any statute, legislation or enactment shall be construed as such statute, legislation or enactment as amended, modified, updated, supplemented, consolidated or re-enacted from time to time, and shall include any subordinate legislation made under such statute, legislation or enactment;
(c) references to any party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
(d) a reference to any agreement or instrument is a reference to that agreement or instrument as amended, modified, supplemented or novated from time to time;
(e) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender;
(f) any obligation on any party not to do something includes an obligation not to allow such thing to be done;
(g) any words following terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
(h) the words “herein”, “hereof”, “hereunder” or any other word of similar import refer to these Terms as a whole and not to any particular clause or subdivision;
(i) headings are inserted for convenience only and shall not affect the construction and interpretation of these Terms;
(j) the Appendices form part of these Terms and have the same force and effect as if expressly set out in the body of these Terms; and
(k) in the event of any inconsistency between the provisions of any Appendix and the remainder of these Terms, the provisions of the relevant Appendix shall prevail.
2. APPLICATION OF TERMS
2.1. These Terms (including the Appendices hereto) apply to your access and use of the Platform, the App, the Site and the Services. You hereby agree and acknowledge that, by using the Platform, the Site, the App and/or the Services and/or opening or applying to open an Account, you are entering into a binding contract with KINGS and shall be deemed to have read, understood and agreed to be bound by these Terms, including any amendments, modifications and supplementations hereto from time to time as notified to you by published on the Platform or otherwise in accordance with the provisions of these Terms. If you continue to use or access the Platform, the Site the App or any Services after the effective date of such amendments, modifications and supplementations (which shall be the date on which such amendments, modifications and supplementations are notified to you unless otherwise specified by us), you shall be deemed to have accepted and agreed to be bound by these Terms so amended, modified or supplemented. If you do not agree to be bound by these Terms (as amended, modified or supplemented from time to time), you are not authorised to use or access the Platform or the Services, and you are required to immediately cease and discontinue any use or access of the Platform and the Services.
2.2. We may enter into supplemental terms or agreements with you from time to time in addition to these Terms. In the event that there is any conflict or inconsistency between such supplemental terms or agreements and these Terms, the latest of such supplemental terms or agreements shall prevail over these Terms and any terms and agreements previous to such latest terms or agreements, unless the contrary is provided in these Terms or such supplemental terms or agreements.
2.3. Nothing in these Terms is intended to constitute any legal, financial or other advice to you in any regard. You acknowledge that you have been asked to seek independent professional advice from your own legal, tax and other professional advisors on matters relating to these Terms and the Services, and have had the opportunity to do so before entering into these Terms.
3. ACCOUNT OPENING
3.1. You are eligible to open an Account and use the Platform and the Services only if:
(a) If you are a natural person:
(i) you are of legal age under the laws of the jurisdiction in which you are domiciled and are of sound mind to enter into a binding contract;
(ii) you are not a citizen, resident or tax resident of a Prohibited Jurisdiction;
(iii) you are not currently registered as a user under another Account and have no ownership or beneficial interest in any other Account (whether registered in your name or otherwise);
(iv) no bankruptcy or similar proceedings (whether voluntary or involuntary) have been filed or commenced against you;
(v) you are not subject to any financial or other sanctions imposed by the United Nations, European Union or any country or member-state within the European Union, the United Kingdom Treasury, the OFAC, the North Atlantic Treaty Organization or any other national or transnational organisations (collectively “Sanctions”);
(b) If you are a legal person:
(i) you are duly incorporated, validly existing and in good standing in the jurisdiction in which you are incorporated, registered or organised;
(ii) you are not incorporated or registered in, a tax resident of, or organised under the laws of, a Prohibited Jurisdiction;
(iii) none of your Authorised Representatives, directors (or member of your decision-making or governance body) and beneficial owners is a citizen, resident or tax resident of a Prohibited Jurisdiction;
(iv) you are not currently registered as a user under another Account and have no ownership or beneficial interest in any other Account (whether registered in your name or otherwise);
(v) no winding-up, dissolution, liquidation or similar proceedings (whether voluntary or involuntary) have been filed or commenced against you;
(vi) no bankruptcy or similar proceedings (whether voluntary or involuntary) have been filed or commenced against any of your Authorised Representatives, directors (or members of your decision-making or governance body) or beneficial owners;
(vii) neither you nor any of your Authorised Representatives, directors (or members of your decision-making or governance body) or beneficial owners is subject to any Sanctions;
(viii) each of your Authorised Representatives has been duly authorised by you under your constitutional documents and Applicable Law;
(c) You are not prohibited by any Applicable Law from opening an Account or using or accessing the Platform and the Services;
(d) You (and, where you are a legal person, each of your Authorised Representatives, directors (or members of your decision-making or governance body) and beneficial owners) have duly completed all KYC and CDD procedures and provided all information as required by us and to our satisfaction;
(e) You (and, where you are a legal person, any person opening an Account on your behalf) confirm that:
(i) you establish and will use the Account for business or commercial purposes only, and not for any personal use or purposes or dealing as a consumer (as defined in the Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong) or the Applicable Laws of the jurisdiction in which you are resident); and
(ii) you are and will be acting solely for your own account in opening and maintaining the Account and using the Services and not acting on behalf of or representing any other natural person, legal person or legal entity:
(f) You (and, where you are a legal person, any person opening an Account on your behalf) confirm that you have read, understood and agreed to these Terms; and
(g) You (and, where you are a legal person, any person opening an Account on your behalf) confirm all matters set out in sub-paragraphs (a) to (f) above.
By entering into these Terms, you confirm, represent and undertake that you satisfy each of the conditions set out above.
3.2. In order to use the Services, you must register an Account on the Platform and provide us with all information and/or documents requested by us in accordance with these Terms, our internal policies or Applicable Law. All such information and documents must be in the Chinese or English language or, otherwise, accompanied by a translation of the information or document by a professional translation service provider together with such professional translation service provider’s certification. If any of the relevant information or documents is in a language other than Chinese or English, you must provide a certified translation of the same.
3.3. You agree to cooperate with all reasonable requests made by us, our Affiliates or any of our third party service providers on our behalf in connection with your use of the Platform and the Services (for the purpose of AML/CTF compliance purposes and other legitimate purposes), including but not limited to requests for information and documents to identify, verify and/or authenticate your identity, validate your funding sources or transactions or verify your source(s) of income and/ or wealth. This may include, without limitation, requiring further information that will allow us to reasonably identify you, such as requiring you to take steps to confirm or enable us to verify ownership of your phone number, email address, bank account or your residential address or registered address (as the case may be). Where you are a legal person, the foregoing may also extend to your Authorised Representatives, directors (or members of your decision-making or governing body) and beneficial owners.
3.4. We may confidentially verify the information provided to us by or on your behalf or obtain information relating to you ourselves (including through our Affiliates and other third parties) and verify such information using secure databases and other secure sources. By agreeing to these Terms, you agree and acknowledge that we, our Affiliates or any third party on our behalf may carry out such verifications.
3.5. You must promptly inform us upon becoming aware of any changes to any information or document previously provided by you to us in connection with the Account opening, KYC and CDD processes, including any fact, matter, event, circumstance or development which renders or is likely to render any such information or document no longer being true, accurate, complete, up-to-date and non-misleading in all material respects. In particular, but without prejudice to the generality of the foregoing, you must inform us immediately upon the revocation or alteration of the authority granted to any of your Authorised Representatives and provide relevant documentation (such as a board resolution revoking the authority of such person). It is your responsibility to take all actions to ensure that any person whose authority has been revoked may no longer access or operate your Account (including but not limited to changing your log-in details and credentials of your Account).
3.6. Notwithstanding anything herein, we are entitled, in our sole and absolute discretion and without any obligation to give reasons, to reject or suspend or postpone the processing of your application for an Account without liability or compensation to you.
3.7. Any act or conduct of your Authorised Representative(s) in relation to the establishment and operation of the Account and the giving of any Instruction by your Authorised Representative(s) to us shall be binding upon you regardless of whether or not such person(s) has been duly authorised by you for such purposes, and you shall be held responsible or liable for such act or Instruction done or given, or purported to be done or given, on your behalf.
3.8. You agree and acknowledge that certain users or groups or categories of users may be specifically prohibited from accessing or using certain features, items or parts of the Services and we are under no obligation to inform you of any reason of such prohibition, and that, notwithstanding your successful completion of the Account opening process in accordance with this Clause 3, you may not be able to access or use such features, items or parts of the Services.
3.9. You further agree and acknowledge that we may in our sole and absolute discretion, and without prior notice to you, change, modify, add to or subtract from, or supplement, the eligibility criteria for registration of an Account or use of the Services set out in Clause 3.1, and that this may result in you no longer meeting such eligibility criteria to continue to use the Platform and the Services. In no circumstances shall we be liable to you or be under any obligation to provide any compensation to you for any loss or inconvenience or otherwise in connection with such change of the eligibility criteria.
4. THE SERVICES
4.1. The Services shall comprise the following services, functionalities and features provided by us in accordance with these Terms:
(i) the storage and custody of Supported Currencies in the Fiat Wallet;
(ii) the storage and custody of Supported VAs in the VA Wallet;
(iii) the deposit and withdrawal of Supported Currencies to and from the Fiat Wallet;
(iv) the deposit and withdrawal of Supported VAs to and from the VA Wallet;
(v) exchange between a Supported Currency and a Supported VA;
(vi) exchange between two Supported Currencies;
(vii) exchange between two Supported VAs; and
(viii) any other products, services, features and functionalities which are from time to time offered or made available through, or contained in, the Platform, the Site and the App.
4.2. We reserve the right, as we in our sole discretion consider necessary or appropriate and without liability or prior notice to you, to:
(a) update, change, remove, cancel, suspend, disable or restrict access to or discontinue part or whole of the Services or change any features, component or content thereof;
(b) decline, suspend, cancel, reverse, void or partially execute any Instruction for a Transaction in accordance with the provisions of Clause 11; or
(c) reverse, cancel or change any terms of any reward, promotional, loyalty or other similar scheme or programme which may from time to time be offered by us.
(together “Service Suspension”).
4.3. We reserve the right to suspend, restrict or terminate your access to any or all of our Services and to freeze, suspend, close, delete or deactivate your Account together with your fiat and VA funds therein, without liability or prior notice to you, in circumstances including without limitation:
(a) where it is our reasonable opinion that we are required to do so by Applicable Law or any court, tribunal or other regulatory authority to which we may be subject in any jurisdiction;
(b) upon coming to knowledge or reasonable suspicion that you are not an Eligible User;
(c) upon coming to knowledge or reasonable suspicion that you may be in breach of these Terms or are otherwise attempting to circumvent these Terms by means such as opening multiple accounts or abusing any of the Services;
(d) upon reasonable suspicion that a transaction which is initiated or conducted by you (or other person having access to your Account or any of your other accounts with KINGS or its Affiliates, with or without your permission) through the Platform or any other platforms, systems or networks operated by KINGS or its Affiliates, or which is otherwise connected to you, is fraudulent or erroneous;
(e) upon reasonable suspicion that your Account has been compromised or the Services are being used by you or via your Account in a fraudulent or unauthorised manner;
(f) upon reasonable suspicion of money laundering, terrorist financing, fraud or any other financial crime connected to you;
(g) upon reasonable suspicion that you are conducting any fraudulent or illegal activities including but not limited to any ponzi scheme, pyramid scheme, phishing or dark-net transactions; or
(h) where you are subject to current or pending litigation, arbitration, investigation or other legal, government or disciplinary proceedings
(collectively “Account Suspension”).
4.4. Without prejudice to any other provision of this Clause 4, in the event that we decide to exercise our rights of Service Suspension or Account Suspension in accordance with Clause 4.2 or Clause 4.3, we will endeavour to (so far as practicable and to the extent that it is not unlawful for us to do so) provide you with adequate notice of such Service Suspension or Account Suspension. Such Service Suspension or Account Suspension will be reversed only as soon as reasonably practicable after the reasons for the same no longer exist. We are under no obligation to execute any transaction which has been suspended, reversed, cancelled or terminated due to or in connection with such Service Suspension or Account Suspension (“Suspended Transaction”) at the same price or on the same terms, or at all, unless a fresh Instruction is given to us to execute such Suspended Transaction (with no obligation on our part to do so on the same price or same terms) after the Service Suspension or Account Suspension has been reversed.
4.5. Service Suspension may occur to all, any specific group or any individual user of Services, for reasons including but not limited to the need to remedy the effects of any defect in or compromise to any information system upon which KINGS relies or that KINGS in its absolute opinion believes or suspects that an order or transaction has been executed based on an aberrant value. We do not guarantee that any specific product, service, content, component and/or feature will always be available to any or all users of the Platform.
4.6. You understand and agree that we may engage any third-party service provider or sub-contractor to operate the Platform and to provide any or all of the Services. In no circumstances shall KINGS or any of its Affiliates be liable to you or any other person for any loss, damage, costs, expenses, suits, actions or proceedings of any kind arising from or in connection with any act or omissions of any third-party service provider or sub-contractor engaged or appointed by us, provided that reasonable care and diligence have been exercised by us in the selection of such third-party service provider or sub-contractor. Any claims in connection with the acts or omissions of any third-party service provider or sub-contractor shall be brought solely and directly against such third-party service provider or sub-contractor and/or its directors and officers. Our liability in relation to the services rendered by any third-party service provider or sub-contractor shall be limited to the use of reasonable care in the selection of such service provider or sub-contractor.
4.7. Subject always to your continuing compliance with these Terms, we grant to you a limited, non-transferable, non-exclusive and revocable licence to use the Platform and the Services insofar as owned by or licensed to us and only for your own purposes, upon and subject to these Terms. All other rights not expressly granted to you are hereby fully reserved. Some software components used in the Platform may be offered under an open source or other licence, in which case your use of those components of the Platform shall be governed by such licence terms to the extent only of any inconsistency between these Terms and those licence terms. All rights granted to you hereunder shall revert automatically to us immediately upon the termination, deactivation or closure of your Account.
4.8. You acknowledge and agree that your use of the Services is at all times subject to your compliance with these Terms, all other applicable terms and conditions and Applicable Laws.
5. USE OF PLATFORM AND SERVICES
5.1. You may only use or continue to use the Platform and the Services only if you are, and remain, an Eligible User. If at any time you cease to meet any of the eligibility criteria set out in Clause 3.1 or in any other provisions in these Terms, you must promptly notify us and cease any further use of the Platform and the Services, including taking immediate steps to close your Account. Further, you must, at all times throughout your maintenance of an Account with us, comply with all of the provisions in these Terms.
5.2. Without prejudice to any other provision of these Terms, you agree and undertake that you shall not do, or, knowingly or otherwise, authorise, permit, allow or assist any other person to do, any of the following:
(a) impersonate any other person, operate under an alias or do any other thing to conceal your identity from us;
(b) use the Platform to conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk mail or chain letters;
(c) use the Platform to perform illegal, unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);
(d) use the Platform to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal or contains any other harmful or deleterious program or elements;
(e) modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another other programme or application;
(f) decipher, disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platform or any components thereof;
(g) create, launch or introduce any programmes or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the Platform or the Services or any of our programmes, systems, or products;
(h) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by KINGS or its Affiliates and service providers or any other third party (including another user) to protect the Platform, the App and the Site;
(i) attempt to access or search or download content from the Platform, the App or the Site using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by KINGS or its Affiliates or other generally available third-party web browsers;
(j) harvest or otherwise collect, whether aggregated or otherwise, data about other users of the Platform including but not limited to email addresses and/or distribute, sell or exploit such data in any manner;
(k) use the Platform in any manner that would lead to the infringement of our, our Affiliates’ or any other third party’s Intellectual Property Rights;
(l) use the Platform in a way that could damage, disable, impair or compromise the Platform or the provision of the Services (or the systems or security of the Platform or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of KINGS or any of its Affiliates;
(m) gain or attempt to gain unauthorised access to the account or wallets of other users;
(n) take any action that imposes an unreasonable or disproportionately large burden or load on the infrastructure of the Platform (including, but without limitation to our servers, networks, data centres and related or like equipment) or unduly hinders the operation and/or functionality of any part or aspect of the Platform or the Services;
(o) detrimentally interfere with, intercept or expropriate any system, data or information belonging to KINGS or its Affiliates or other users of the Platform;
(p) provide false, inaccurate, incomplete or misleading information to KINGS or any of its Affiliates or third party services providers;
(q) create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorised user of the Platform or our representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group;
(r) deposit with KINGS or its Affiliates, use in any Transaction or pay any Fees using any VAs or monies representing or forming part of the proceeds of or otherwise connected to any criminal or unlawful activity or purpose;
(s) engage in any other conduct which is inappropriate, abusive, harassing, threatening, harmful offensive, tortious or otherwise objectionable or which is in contravention of these Terms or any Applicable Laws; or
(t) counsel, encourage, enable, assist or procure any other persons to do any of the foregoing.
6. YOUR DEVICE
6.1. You acknowledge and agree that, in connection with your use of the Platform, you shall be responsible for the following, at your own cost:
(a) obtaining and installing all hardware, software and communications services necessary for your use of the Platform in accordance with these Terms;
(b) installing antivirus or other mobile security software on your device to protect against any security or other vulnerabilities which may arise in connection with your use of the Platform in accordance with these Terms; and
(c) installing updates and patches for the Platform and your device in a prompt and timely manner.
6.2. We shall be entitled to assume that any and all Instructions received from your device or under your Account have been made by you as the rightful owner of the device and Account and to rely upon such Instructions conclusively without any obligation whatsoever to take any steps to verify the same, and you shall be bound by any and all Instructions given to us under your Account, whether or not authorised by you. You accept full responsibility for keeping your device and Account safe and maintaining adequate security and control of your login and authentication details (including, but not limited to, your username, password and other security details), and shall likewise be solely responsible for any access to and use of the Platform and the Services through your device or Account, notwithstanding that such access and/or use may have been effected without your knowledge, authority or consent. We will not be liable to you for any loss or damage resulting from such unauthorised access and/or us.
6.3. Should you discover that your device is lost or stolen, has been accessed or used in an unauthorised way or its security has been compromised, you shall notify us immediately of the loss, theft or unauthorised access and/or use and/or security compromise by emailing us at support@8.top . In addition, where your device has been accessed or used in an unauthorised manner or its security has been compromised, you should, as soon as possible, reset the login and authentication details on your device.
6.4. You are aware that Instructions and information transmitted via the Platform are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept all of these risks.
7. DEPOSIT TO AND WITHDRAWAL FROM FIAT WALLET
7.1. Whitelisting of External Account
(a) Deposits to your Fiat Wallet may be made from, and transfers from your Fiat Wallet may be made to, an external account (such as a bank account or other fiat deposit account) or payment instrument (such as a credit or debit card) owned and held by you as beneficial owner which have been whitelisted in accordance with this Clause 7.1 (“Whitelisted Account”).
(b) To add an external account or payment instrument as a Whitelisted Account registered with your Account, you must provide all information and documents as may be required by us, answer all enquiries made by us and generally take all actions to cooperate with and provide all assistance to us in confirming and verifying the following:
(i) your legal and beneficial ownership of the external account or payment instrument;
(ii) the legality of your ownership and control of the external account or payment instrument;
(iii) the external account or payment instrument being in good standing with the institution or service provider with which it is held and maintained (the “External Account Provider”);
(iv) the external account or payment instrument not being subject to any charge, mortgage, lien, freezing order, injunction or any other encumbrance or rights or claims of any other person;
(v) the lawful operation, credibility and soundness of the External Account Provider;
(vi) the External Account Provider not being registered or located in a Prohibited Jurisdiction and not being subject to any Sanctions; and
(vii) any other matter which we may in our sole discretion consider necessary, appropriate or relevant to any decision as to the whitelisting of the external account or payment instrument.
(c) Procedures involved in the whitelisting process will generally include, without limitation, some or all of the following as we in our sole discretion consider necessary or appropriate:
(i) provision of identification information of the external account or payment instrument, including but not limited to account name, account ID or number and name and address of the External Account Provider;
(ii) provision of documentary proof of your ownership of the external account or payment instrument, such as account opening approval letter issued by the External Account Provider, monthly or other periodic statement issued by the External Account Provider in respect of the external account or payment instrument and/or confirmation letter issued by the External Account Provider;
(iii) ownership tests such as micropayment test transfers, message signing and two-factor authentication;
(iv) reference letter issued by the External Account Provider to confirm that the external account or payment instrument is in good standing and, to its knowledge, not being subject to any charge, mortgage, lien, freezing order, injunction or any other encumbrance or rights or claims of any other person; and
(v) confirmations and declarations by you in relation to the matters referred to in Clause 7.1(b) or any other matter we in our sole discretion consider appropriate.
(d) Upon successful completion of the whitelisting process set out in Clause 7.1(c), the external account or payment instrument will be registered with your Account as a Whitelisted Account approved by us for the purpose of making transfers to and receiving transfers from your Fiat Wallet.
(e) You must promptly inform us upon becoming aware of any changes to any information or document previously provided by you to us in connection with the whitelisting of an external account or payment instrument, including any fact, matter, event, circumstance or development which renders or is likely to render any such information or document no longer being true, complete, up-to-date and non-misleading in all material respects.
(f) We will review any Whitelisted Account registered with your Account periodically and upon the occurrence or coming to our attention of any matter, fact or circumstance which may indicate or result in a change in the status of the Whitelisted Account or its ownership or of the External Account Provider which may affect its suitability for continued registration as a Whitelisted Account. You agree that you will provide all information and documents as may be required by us, answer all enquiries made by us and generally take all actions to cooperate with and provide all assistance to us in such review, confirmation and verification in respect of such Whitelisted Account.
(g) You agree and acknowledge that that we may reject, suspend or postpone the processing of any application or request to whitelist an external account or payment instrument, suspend transfers to and from any Whitelisted Account or revoke or cancel the status or approval of an external account or instrument as a Whitelisted Account at any time in our sole and absolute discretion without prior notice to you, without any obligation to give reasons therefor and without any liability or compensation to you.
7.2. Fiat Deposit
(a) A deposit to your Fiat Wallet (“Fiat Deposit”) may be effected by a transfer of funds in Supported Currencies from:
(i) a Whitelisted Account;
(ii) another user’s Fiat Wallet; or
(iii) such other external account or payment instrument as may be approved by KINGS in its sole and absolute discretion pursuant to Clause 7.2(b),
provided that such account or payment instrument from which the funds are being or to be transferred has not been frozen, suspended, deactivated or disabled in whole or in part.
(b) Subject to the approval of KINGS in its sole and absolute discretion, deposits to your Fiat Wallet may also be made from an external account or payment instrument other than a Whitelisted Account or another user’s Fiat Wallet. Upon receiving an Instruction for Fiat Deposit from such other external account or payment instrument, we may request you to provide information and documents regarding such Instruction or such external account or payment instrument, including but not limited to account or instrument details and information and documents relating to beneficial ownership, as we may in our sole and absolute discretion deem necessary or appropriate or as required by Applicable Law. Subject to the provisions of the Privacy Policy and any other terms and conditions governing the disclosure and transfer of user data by the originating institution with which the external account or payment instrument is maintained or by any other institution involved in the fund transfer as an intermediary, you further authorise us to request and obtain from such originating institution or intermediary institution any information or documents which we in our sole and absolute discretion consider necessary or as required by Applicable Law for the purpose of review and approval of the Fiat Deposit request and execution of the Instruction (if approved). Notwithstanding the foregoing, you agree and acknowledge that we may in our sole and absolute discretion reject, decline or postpone the processing and execution of any Instruction for Fiat Deposit from such other external account or payment instrument without any obligation to give reason and without liability or compensation to you.
(c) The processing and execution of a Fiat Deposit Instruction shall be subject to any the deposit limit applicable to your Fiat Wallet as specified by us (and as adjusted from time to time in our sole discretion without prior notice to you) not being exceeded and that such deposit limit would not be exceeded as a result of the execution of the Fiat Deposit Instruction.
(d) Notwithstanding Clause 7.2(c), where the deposit limit of your Fiat Wallet has been exceeded or would be exceeded as a result of the execution of the Fiat Deposit Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat Deposit Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such Fiat Deposit Instruction until the available deposit limit is restored to an extent sufficient to permit the execution of such Fiat Deposit Instruction.
(e) Upon confirmation that your Fiat Deposit Instruction has been effected (or partially effected) and upon receipt and successful identification of the transfer, we will credit the corresponding value of the transfer, less any applicable Fees, Taxes and Third Party Charges, to your Fiat Wallet. You should allow between two (2) to five (5) Business Days for the funds to reach your Fiat Wallet. A Fiat Deposit is only deemed to be confirmed and completed when the balance of your Fiat Wallet (as displayed on the Platform) has been updated to reflect such incoming transfer.
7.3. Fiat Withdrawal
(a) A withdrawal from your Fiat Wallet (“Fiat Withdrawal”) may be effected by a transfer of Supported Currencies from your Fiat Wallet to:
(i) a Whitelisted Account;
(ii) another user’s Fiat Wallet; or
(iii) such other account or instrument as may be approved by KINGS in its sole and absolute discretion pursuant to Clause 7.3(b),
provided that such account or payment instrument to which the funds are being or to be transferred has not been frozen, suspended, deactivated or disabled in whole or in part.
(b) Subject to the approval of KINGS in its sole and absolute discretion, withdrawals from your Fiat Wallet may also be made to an external account or payment instrument other than a Whitelisted Account or another user’s Fiat Wallet. Upon receiving an Instruction for Fiat Withdrawal to such other external account or payment instrument, we may request you to provide information and documents regarding such Instruction or such external account or payment instrument, including but not limited to account or instrument details and information and documents relating to beneficial ownership, as we may in our sole and absolute discretion deem necessary or appropriate or as required by Applicable Law. Subject to the provisions of the Privacy Policy and any other terms and conditions governing the disclosure and transfer of user data by the beneficiary institution with which the external account or payment instrument is maintained or by any intermediary institution, you further authorise us to request and obtain from such beneficiary institution or intermediary institution any information or documents which we in our sole and absolute discretion consider necessary or as required by Applicable Law for the purpose of review and approval of the Fiat Withdrawal request and execution of the Instruction (if approved). Notwithstanding the foregoing, you agree and acknowledge that we may in our sole and absolute discretion reject, decline or postpone the processing and execution of any Instruction for Fiat Withdrawal to such other external account or payment instrument without any obligation to give reason and without liability or compensation to you.
(c) An Instruction for Fiat Withdrawal will only be processed and executed if:
只有在下列情況下，法幣提取指示才會被處理和執行：
(i) there is sufficient balance in your Fiat Wallet of the type of fiat currency to be transferred;
(ii) the withdrawal limit applicable to your Fiat Wallet (as specified by us and as adjusted from time to time in our sole and absolute discretion without prior notice to you) has not been exceeded and the execution of the Fiat Withdrawal Instruction will not result in such withdrawal limit being exceeded; and
(iii) any deposit limit applicable to the account or payment instrument to which the funds are to be transferred has not been exceeded and the execution of the Fiat Withdrawal Instruction will not result in such deposit limit being exceeded.
(d) Notwithstanding Clause 7.3(c):
(i) where the balance in your Fiat Wallet is insufficient to cover the amount requested in the Fiat Withdrawal Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat Withdrawal Instruction to the extent of the available balance in your Fiat Wallet or postpone the execution of such Fiat Withdrawal Instruction until the available balance is restored to an extent sufficient to cover the amount requested to be withdrawn; and
(ii) where the withdrawal limit of your Fiat Wallet has been exceeded or would be exceeded as a result of the execution of the Fiat Withdrawal Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat Withdrawal Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such Fiat Withdrawal Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such Fiat Withdrawal Instruction.
(e) Upon confirmation that the Fiat Withdrawal has been effected (or partially effected), we will debit the corresponding value of the withdrawal, plus any applicable Fees, Taxes and Third Party Charges, from your Fiat Wallet. You should allow between two (2) to five (5) Business Days for the funds being withdrawn to reach your designated recipient account or payment instrument. A Fiat Withdrawal (but not necessarily the receipt of the funds in the recipient account or payment instrument) is only deemed to be confirmed and completed when the balance of your Fiat Wallet (as displayed on the Platform) has been updated to reflect such outgoing transfer.
8. DEPOSIT TO AND WITHDRAWAL FROM VA WALLET
8.1. Whitelisting of External Wallet
(a) Deposits to your VA Wallet may be made from, and transfers from your VA Wallet may be made to, an external wallet owned and held by you as beneficial owner which have been whitelisted in accordance with this Clause 8.1 (“Whitelisted Wallet”).
(b) To add an external wallet as a Whitelisted Wallet registered with your Account, you must provide all information and documents as may be required by us, answer all enquiries made by us and generally take all actions to cooperate with and provide all assistance to us in confirming and verifying the following:
(i) your legal and beneficial ownership of the external wallet;
(ii) the legality of your ownership and control of the external wallet;
(iii) the external wallet being in good standing with the institution or service provider with which it is held and maintained (the “External Wallet Provider”);
(iv) the external wallet not being subject to any charge, mortgage, lien, freezing order, injunction or any other Encumbrance or rights or claims of any other person;
(v) the lawful operation, credibility and soundness of the External Wallet Provider;
(vi) the External Wallet Provider not being registered or located in a Prohibited Jurisdiction and not being subject to any Sanctions; and
(vii) any other matter which we may in our sole discretion consider necessary, appropriate or relevant to any decision as to the whitelisting of the external wallet.
(c) Procedures involved in the whitelisting process will generally include, without limitation, some or all of the following as we in our sole discretion consider necessary or appropriate:
(i) provision of identification information of the external wallet, including but not limited to account name, account ID or number, name and address of the External Wallet Provider and the wallet address;
(ii) provision of documentary proof of your ownership of the external wallet, such as account opening approval letter issued by the External Wallet Provider, monthly or other periodic statement issued by the External Wallet Provider in respect of the account under which the external wallet is held and maintained and/or confirmation letter issued by the External Wallet Provider;
(iii) ownership tests such as micropayment test transfers, message signing and two-factor authentication;
(iv) reference letter issued by the External Wallet Provider to confirm that the external wallet is in good standing and, to its knowledge, not being subject to any charge, mortgage, lien, freezing order, injunction or any other Encumbrance or rights or claims of any other person; and
(v) confirmations and declarations by you in relation to the matters referred to in Clause 8.1(b) or any other matter we in our sole discretion consider appropriate.
(d) Upon successful completion of the whitelisting process set out in Clause 8.1(c), the external wallet will be registered with your Account as a Whitelisted Wallet approved by us for the purpose of making transfers to and receiving transfers from your VA Wallet.
(e) You must promptly inform us upon becoming aware of any changes to any information or document previously provided by you to us in connection with the whitelisting of an external wallet, including any fact, matter, event, circumstance or development which renders or is likely to render any such information or document no longer being true, complete, up-to-date and non-misleading in all material respects.
(f) We will review any Whitelisted Wallet registered with your Account periodically and upon the occurrence or coming to our attention of any matter, fact or circumstance which may indicate or result in a change in the status of the Whitelisted Wallet or its ownership or of the External Wallet Provider which may affect its suitability for continued registration as a Whitelisted Wallet. You agree that you will provide all information and documents as may be required by us, answer all enquiries made by us and generally take all actions to cooperate with and provide all assistance to us in such review, confirmation and verification in respect of such Whitelisted Wallet.
(g) You agree and acknowledge that that we may reject, suspend or postpone the processing of any application or request to whitelist an external wallet, suspend transfers to and from any Whitelisted Wallet or revoke or cancel the status approval of an external wallet as a Whitelisted Wallet at any time in our sole and absolute discretion without prior notice to you, without any obligation to give reasons therefor and without any liability or compensation to you.
8.2. VA Deposit
(a) A deposit to your VA Wallet (“VA Deposit”) may be effected by a transfer of Supported VAs from:
(i) a Whitelisted Wallet;
(ii) another user’s VA Wallet; or
(iii) such other wallet as may be approved by KINGS in its sole and absolute discretion pursuant to Clause 8.2(b),
provided that such account or wallet from which the VAs are being or to be transferred has not been frozen, suspended, deactivated or disabled in whole or in part.
(b) Subject to the approval of KINGS in its sole and absolute discretion, deposits to your VA Wallet may also be made from an external wallet other than a Whitelisted Wallet or another user’s VA Wallet. Upon receiving an Instruction for VA Deposit from such other external wallet, we may request you to provide information and documents regarding such Instruction or such external wallet, including but not limited to account or wallet details and information and documents relating to beneficial ownership, as we may in our sole and absolute discretion deem necessary or appropriate or as required by Applicable Law. Subject to the provisions of the Privacy Policy and any other terms and conditions governing the disclosure and transfer of user data by the originating institution with which the external wallet is maintained or by any other institution involved in the VA transfer as an intermediary, you further authorise us to request and obtain from such originating institution or intermediary institution any information or documents which we in our sole and absolute discretion consider necessary or as required by Applicable Law for the purpose of review and approval of the VA Deposit request and execution of the Instruction (if approved). Notwithstanding the foregoing, you agree and acknowledge that we may in our sole and absolute discretion reject, decline or postpone the processing and execution of any Instruction for VA Deposit from such other external account or payment instrument without any obligation to give reason and without liability or compensation to you.
(c) The processing and execution of a VA Deposit Instruction shall be subject to any the deposit limit applicable to your VA Wallet as specified by us (and as adjusted from time to time in our sole discretion without prior notice to you) not being exceeded and that such deposit limit would not be exceeded as a result of the execution of the VA Deposit Instruction.
(d) Notwithstanding Clause 8.2(c), where the deposit limit of your VA Wallet has been exceeded or would be exceeded as a result of the execution of the VA Deposit Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA Deposit Instruction to the extent that such partial execution will not result in such deposit limit being exceeded or postpone the execution of such VA Deposit Instruction until the available deposit limit is restored to an extent sufficient to permit the execution of such VA Deposit Instruction.
(e) Upon confirmation that your VA Deposit Instruction has been effected (or partially effected) and upon receipt and successful identification of the transfer, we will credit the corresponding value of the transfer, less any applicable Fees, Taxes and Third Party Charges, to your VA Wallet. The time required for completing the execution and processing of your VA Deposit will depend on a number of factors, including, amongst other things, the network architecture and consensus mechanism, the block size, the block time and the network traffic. A VA Deposit is only deemed to be confirmed and completed when the balance of your VA Wallet (as displayed on the Platform) has been updated to reflect such incoming transfer.
8.3. VA Withdrawal
(a) A withdrawal from your VA Wallet (“VA Withdrawal”) may be effected by a transfer of Supported VAs to:
(i) a Whitelisted Wallet;
(ii) another user’s VA Wallet; or
(iii) such other wallet as may be approved by KINGS in its sole and absolute discretion pursuant to Clause 8.3(b),
provided that such account or wallet to which the VAs are being or to be transferred has not been frozen, suspended, deactivated or disabled in whole or in part.
(b) Subject to the approval of KINGS in its sole and absolute discretion, withdrawals from your VA Wallet may also be made to an external wallet instrument other than a Whitelisted Wallet or another user’s VA Wallet. Upon receiving an Instruction for VA Withdrawal to such other external wallet, we may request you to provide information and documents regarding such Instruction or such external wallet, including but not limited to account or wallet details and information and documents relating to beneficial ownership, as we may in our sole and absolute discretion deem necessary or appropriate or as required by Applicable Law. Subject to the provisions of the Privacy Policy and any other terms and conditions governing the disclosure and transfer of user data by the beneficiary institution with which the external wallet is maintained or by any intermediary institution, you further authorise us to request and obtain from such beneficiary institution or intermediary institution any information or documents which we in our sole and absolute discretion consider necessary or as required by Applicable Law for the purpose of review and approval of the VA Withdrawal request and execution of the Instruction (if approved). Notwithstanding the foregoing, you agree and acknowledge that we may in our sole and absolute discretion reject, decline or postpone the processing and execution of any Instruction for VA Withdrawal to such other external wallet without any obligation to give reason and without liability or compensation to you.
(c) An Instruction for VA Withdrawal will only be processed and executed if:
(i) there is sufficient balance in your VA Wallet of the type of VA to be transferred;
(ii) the withdrawal limit applicable to your VA Wallet (as specified by us and as adjusted from time to time in our sole discretion without prior notice to you) has not been exceeded and the execution of the VA Withdrawal Instruction will not result in such withdrawal limit being exceeded; and
(iii) any deposit limit applicable to the account or wallet to which the VAs are to be transferred has not been exceeded and the execution of the VA Withdrawal Instruction will not result in such deposit limit being exceeded.
(d) Notwithstanding Clause 8.3(c):
(i) where the balance in your VA Wallet is insufficient to cover the amount requested in the VA Withdrawal Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA Withdrawal Instruction to the extent of the available balance in your VA Wallet or postpone the execution of such VA Withdrawal Instruction until the available balance is restored to an extent sufficient to cover the amount requested to be withdrawn; and
(ii) where the withdrawal limit of your VA Wallet has been exceeded or would be exceeded as a result of the execution of the VA Withdrawal Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA Withdrawal Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such VA Withdrawal Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such VA Withdrawal Instruction.
(e) Upon confirmation that your VA Withdrawal Instruction has been effected (or partially effected) and upon receipt and successful identification of the transfer, we will debit the corresponding value of the transfer, plus any applicable Fees, Taxes and Third Party Charges, to your VA Wallet. The time required for completing the execution and processing of your VA Deposit will depend on a number of factors, including, amongst other things, the network architecture and consensus mechanism, the block size, the block time and the network traffic. A VA Deposit (but not necessarily the receipt of VA funds in the recipient wallet) is only deemed to be confirmed and completed when the balance of your VA Wallet (as displayed on the Platform) has been updated to reflect such outgoing transfer.
9. CONVERSIONS
9.1. Fiat Conversion
(a) A conversion between two Support Currencies (“Fiat Conversion”) may be effected by giving an Instruction to us to convert a specified amount of one type of Supported Currency (the “Original Currency”) in your Fiat Wallet into another type of Supported Currency (the “Converted Currency”) available for conversion through the Platform. Upon receiving your Fiat Conversion Instruction, we will (subject to Clause 9.1(b)) carry out the requested Fiat Conversion, at an exchange rate determined by us in our sole discretion having regard to prevailing conditions in accordance with Clause 12, by trading or placing an order for the trading of the specified amount of Original Currency for the Converted Currency with or via third-party money service or payment service providers or banking institutions (the “Payment Service Provider”).
(b) An Instruction for Fiat Conversion will only be processed and executed if:
(i) there is sufficient balance of the Original Currency in your Fiat Wallet to be withdrawn and converted;
(ii) the withdrawal limit applicable to your Fiat Wallet has not been exceeded and the execution of the Fiat Conversion will not result in such withdrawal limit being exceeded; and
(iii) the deposit limit applicable to your Fiat Wallet has not been exceeded and the execution of the Fiat Conversion will not result in such deposit limit being exceeded.
(c) Notwithstanding Clause 9.1(b):
(i) where the balance of the Original Currency in your Fiat Wallet is insufficient to cover the amount requested to be withdrawn and converted, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat Conversion Instruction to the extent of the available balance or postpone the execution of such Fiat Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such Fiat Conversion Instruction;
(ii) where the withdrawal limit of your Fiat Wallet has been exceeded or would be exceeded as a result of the execution of the Fiat Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat Conversion Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such Fiat Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such Fiat Conversion Instruction; and
(iii) where the deposit limit of your Fiat Wallet has been exceeded or would be exceeded as a result of the execution of the Fiat Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat Conversion Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such Fiat Conversion Instruction until the available deposit limit is restored to an extent sufficient to permit the execution of such Fiat Conversion Instruction.
(d) Upon execution (or partial execution) of your Fiat Conversion Instruction, the Converted Currency resulting from the exchange in accordance with Clause 9.1(a) (and, where applicable, Clause 9.1(c)), less any applicable Fees, Third Party Charges and Taxes, will be credited to your Fiat Wallet. A Fiat Conversion shall only be deemed to be confirmed and completed when the balances in your Fiat Wallet (as displayed on the Platform) have been updated to reflect such Transaction.
9.2. VA Conversion
(a) An exchange of a Supported VA for another Supporter VA (“VA Conversion”) may be effected by giving an Instruction to us to convert a specified amount of one type of VA (the “Original VA”) in your VA Wallet into another type of Supported VA (the “Converted VA”) available for conversion through the Platform. Upon receiving your VA Conversion Instruction, we will (subject to Clause 9.2(b)) carry out the requested VA Conversion, at an exchange rate determined by us in our sole discretion having regard to prevailing conditions in accordance with Clause 12, by trading or placing an order for the trading of the specified amount of Original VA for the Converted VA with or via third-party VA exchanges and/or over-the-counter liquidity providers (collectively “Liquidity Providers”).
(b) An Instruction for VA Conversion will only be processed and executed if:
(i) there is sufficient balance of the Original VA in your VA Wallet to be withdrawn;
(ii) the withdrawal limit applicable to your VA Wallet has not been exceeded and the execution of the VA Conversion will not result in such withdrawal limit being exceeded; and
(iii) the deposit limit applicable to your VA Wallet has not been exceeded and the execution of the VA Conversion will not result in such deposit limit being exceeded.
(c) Notwithstanding Clause 9.2(b):
(i) where the balance of the Original VA in your VA Wallet is insufficient to cover the amount requested to be withdrawn and converted, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA Conversion Instruction to the extent of the available balance or postpone the execution of such VA Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such VA Conversion Instruction;
(ii) where the applicable withdrawal limit of your VA Wallet has been exceeded or would be exceeded as a result of the execution of the VA Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA Conversion Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such VA Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such VA Conversion Instruction; and
(iii) where the deposit limit applicable to your VA Wallet has been exceeded or would be exceeded as a result of the execution of the VA Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA Conversion Instruction to the extent that such partial execution will not result in such deposit limit being exceeded or postpone the execution of such VA Conversion Instruction until the available deposit limit is restored to an extent sufficient to permit the execution of such VA Conversion Instruction.
(d) Upon execution (or partial execution) of your VA Conversion Instruction, the Converted VA resulting from the exchange in accordance with Clause 9.2(a) (and, where applicable, Clause 9.2(c)), less any applicable Fees, Third Party Charges and Taxes, will be credited to your VA Wallet. A VA Conversion shall only be deemed to be confirmed and completed when the balances in your VA Wallet (as displayed on the Platform) have been updated to reflect such Transaction.
9.3. Fiat to VA Conversion
(a) An exchange of a Supported Currency for a Supported VA (“Fiat to VA Conversion”) may be effected by giving an Instruction to us to convert a specified amount of an Original Currency in your Fiat Wallet into a specified type of Converted VA available for conversion through the Platform. Upon receiving your Fiat to VA Conversion Instruction, we will (subject to Clause 9.3(b)) carry out the requested Fiat to VA Conversion, at an exchange rate determined by us in our sole discretion having regard to prevailing conditions in accordance with Clause 12, by trading or placing an order for the trading of the specified amount of Original Currency for the Converted VA with or via Liquidity Providers.
(b) An Instruction for Fiat to VA Conversion will only be processed and executed if:
(i) there is sufficient balance of the Original Currency in your Fiat Wallet to be withdrawn;
(ii) the withdrawal limit applicable to your Fiat Wallet has not been exceeded and the execution of the Fiat to VA Conversion will not result in such withdrawal limit being exceeded; and
(iii) the deposit limit applicable to your VA Wallet has not been exceeded and the execution of the Fiat to VA Conversion will not result in such deposit limit being exceeded.
(c) Notwithstanding Clause 9.3(b):
(i) where the balance of the Original Currency in your Fiat Wallet is insufficient to cover the amount requested to be withdrawn and converted, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat to VA Conversion Instruction to the extent of the available balance or postpone the execution of such Fiat to VA Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such Fiat to VA Conversion Instruction;
(ii) where the applicable withdrawal limit of your Fiat Wallet has been exceeded or would be exceeded as a result of the execution of the Fiat to VA Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat to VA Conversion Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such Fiat to VA Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such Fiat to VA Conversion Instruction; and
(iii) where the deposit limit applicable to your VA Wallet has been exceeded or would be exceeded as a result of the execution of the Fiat to VA Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the Fiat to VA Conversion Instruction to the extent that such partial execution will not result in such deposit limit being exceeded or postpone the execution of such Fiat to VA Conversion Instruction until the available deposit limit is restored to an extent sufficient to permit the execution of such Fiat to VA Conversion Instruction.
(d) Upon execution (or partial execution) of your Fiat to VA Conversion Instruction, the Converted VA resulting from the exchange in accordance with Clause 9.3(a) (and, where applicable, Clause 9.3(c)), less any applicable Fees, Third Party Charges and Taxes, will be credited to your VA Wallet. A Fiat to VA Conversion shall only be deemed to be confirmed and completed when the balances in your Fiat Wallet and VA Wallet (as displayed on the Platform) have been updated to reflect such Transaction.
9.4. VA to Fiat Conversion
(a) An exchange of a Supported VA for a Supported Currency (“VA to Fiat Conversion”) may be effected by giving an Instruction to us to convert a specified amount of an Original VA in your VA Wallet into a specified type of Converted Currency available for conversion through the Platform. Upon receiving your VA to Fiat Conversion Instruction, we will (subject to Clause 9.4(b)) carry out the requested VA to Fiat Conversion, at an exchange rate determined by us in our sole discretion having regard to prevailing conditions in accordance with Clause 12, by trading or placing an order for the trading of the specified amount of Original VA for the Converted Currency with or via Liquidity Providers.
(b) An Instruction for VA to Fiat Conversion will only be processed and executed if:
(i) there is sufficient balance of the Original VA in your VA Wallet to be withdrawn;
(ii) the withdrawal limit applicable to your VA Wallet has not been exceeded and the execution of the VA to Fiat Conversion will not result in such withdrawal limit being exceeded; and
(iii) the deposit limit applicable to your Fiat Wallet has not been exceeded and the execution of the VA to Fiat Conversion will not result in such deposit limit being exceeded.
(c) Notwithstanding Clause 9.4(b):
(i) where the balance of the Original VA in your VA Wallet is insufficient to cover the amount requested to be withdrawn and converted, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA to Fiat Conversion Instruction to the extent of the available balance or postpone the execution of such VA to Fiat Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such VA to Fiat Conversion Instruction;
(ii) where the applicable withdrawal limit of your VA Wallet has been exceeded or would be exceeded as a result of the execution of the VA to Fiat Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA to Fiat Conversion Instruction to the extent that such partial execution will not result in such withdrawal limit being exceeded or postpone the execution of such VA to Fiat Conversion Instruction until the available withdrawal limit is restored to an extent sufficient to permit the execution of such VA to Fiat Conversion Instruction; and
(iii) where the deposit limit applicable to your Fiat Wallet has been exceeded or would be exceeded as a result of the execution of the VA to Fiat Conversion Instruction, we may in our sole and absolute discretion (but shall not be obliged to) effect a partial execution of the VA to Fiat Conversion Instruction to the extent that such partial execution will not result in such deposit limit being exceeded or postpone the execution of such VA to Fiat Conversion Instruction until the available deposit limit is restored to an extent sufficient to permit the execution of such VA to Fiat Conversion Instruction.
(d) Upon execution (or partial execution) of your VA to Fiat Conversion Instruction, the Converted Currency resulting from the exchange in accordance with Clause 9.4(a) (and, where applicable, Clause 9.4(c)), less any applicable Fees, Third Party Charges and Taxes, will be credited to your Fiat Wallet. A VA to Fiat Conversion shall only be deemed to be confirmed and completed when the balances in your Fiat Wallet and VA Wallet (as displayed on the Platform) have been updated to reflect such Transaction.
9.5. When effecting a Fiat Conversion, VA Conversion, Fiat to VA Conversion or VA to Fiat Conversion, KINGS will place an order for the sale of such Original Currency or Original VA (as the case may be), or purchase such Converted Currency or Converted VA (as the case may be), with Payment Service Providers or Liquidity Providers (as the case may be). In this regard, KINGS acts solely as an intermediary in the transaction effected on your behalf with such Payment Service Providers or Liquidity Providers.
10. CUSTODY OF YOUR FUNDS
10.1. Fiat funds in your Fiat Wallet and VA funds in your VA Wallet are held by us on trust for you in segregated client accounts within omnibus accounts established and maintained by us with third-party institutions (including third-party banking institutions, payment service providers, VA exchanges and custodians, as the case may be). Subject to the provisions of Clause 14, we may not use, transfer, dispose of, hypothecate, rehypothecate, or create or permit to be created any Encumbrance over your Account, Fiat Wallet, VA Wallet or any funds or balances therein otherwise than in accordance with an Instruction given to us by or on your behalf.
10.2. The balances in each user’s VA Wallet and Fiat Wallet are recorded in individual ledgers associated with the user’s Account only and segregated from the balances in other users’ Accounts and from the assets of KINGS and its Affiliates and of any third-party institutions and service providers which may be involved in the provision of the Services. Nothing in these Terms or in the Services is intended to constitute, and shall not be construed as constituting, collective investment schemes, funds, sub-funds, fund portfolios, unit trusts or other similar schemes, arrangements or programmes.
10.3. You expressly acknowledge that no trust arrangement which may be created under these Terms (in particular this Clause 10) with respect to any VA or fiat funds which you deposit with us is intended to effect a transfer of beneficial title to such VA or fiat funds so as to protect such funds from taxation or the claims of creditors or of any other person, and that no representation that our Services will offer such protection to your assets is or has been made by us. If you are in any doubt as to the legal position and tax treatment of VAs and fiat monies held with us, you should consult independent professional advisors.
10.4. You agree and acknowledge that we and our Affiliates shall not in any circumstances be liable or responsible to you or to any other person for any loss of your funds in your Account, Fiat Wallet or VA Wallet arising out of or in connection to any act or omissions of any third-party service institution, banking institution or service provider which we may engage or which may otherwise be involved in the provision of the Services to you, provided that reasonable care and diligence have been exercised by us in the selection of such third-party institution, banking institution or service provider. Any claims in connection with the acts or omissions of any third-party institution, banking institution or service provider shall be brought solely and directly against such third-party institution or service provider and/or its directors and officers. Our liability in relation to the services rendered by any third-party institution, banking institution or service provider shall be limited to the use of reasonable care in the selection of such institution or service provider.
11. OTHER PROVISIONS APPLICABLE TO OUR SERVICES
11.1. An Instruction, once given, shall be irreversible and final and shall constitute an irrevocable authorisation granted by you in favour of KINGS to execute and complete any pending or partially completed Transaction pursuant to such Instruction. You may not change, amend, withdraw or cancel any Instruction given by or on your behalf, unless we determine, in our absolute discretion, that it is necessary or appropriate to do so.
11.2. Notwithstanding anything in these Terms, KINGS reserves the right, in its sole and absolute discretion, to reject, reverse, cancel, void or decline to process any Instruction for any Transaction as it considers necessary or appropriate, without liability and without obligation to give any reason whatsoever. Without prejudice to the generality of the foregoing, we may reject, reverse, cancel, void or decline to process an Instruction in the following circumstances:
(a) in the event of Account Suspension or Service Suspension;
(b) there are insufficient funds in the account or wallet from which the transfer to is to be made;
(c) where we have reasonable grounds (in our sole opinion and judgment) to believe or suspect that:
(i) the Instruction did not originate from you or your Authorised Representatives or, in the case of an Instruction for a deposit of funds into your Fiat Wallet or VA Wallet from another person’s account or wallet as permitted under these Terms, from such other person;
(ii) the Instruction is an Erroneous Instruction (defined hereinbelow) or otherwise made in human or system error;
(iii) any information provided by you with respect to a Whitelisted Account or Whitelisted Wallet no longer remains true, complete and non-misleading or such Whitelisted Account or Whitelisted Wallet is no longer appropriate to be whitelisted and approved for transfer of funds to or receipt of funds withdrawn from your Fiat Wallet or VA Wallet (as the case may be);
(iv) the security of any account or wallet involved in the requested Transaction has been compromised;
(v) any fiat or VA funds involved in the requested Transaction do not belong to the person making or purporting to make a deposit or withdrawal of, or a sale or purchase with, those fiat or VA funds;
(vi) the funds involved in the requested Instruction are or represent the proceeds of, or are otherwise connected to, criminal, illegal or terrorist activities or organisations; or
(vii) the Instruction is connected to any illegal or criminal activities or purpose;
(d) any transferring or recipient wallet or account is located in, or maintained with an institution located in, a Prohibited Jurisdiction;
(e) the transferring or recipient wallet or account is maintained with an institution which we in our sole opinion and judgement consider to be non-reputable, non-creditable, not in good standing or non-compliant with Applicable Laws;
(f) we in our sole opinion and judgment believe or suspect that accepting, processing and/or effecting the Instruction would result in the violation or infringement of any Applicable Law or the rights of any person;
(g) we in our sole opinion and judgment believe that we are required to do so by Applicable Laws or pursuant to an order of a court of competent jurisdiction or other relevant authority; and
(h) where any of our third-party service providers so requests or requires.
11.3. In the event that an Instruction is rejected, declined, cancelled, voided or reversed:
(a) any funds requested by such Instruction to be transferred or deposited to your Fiat Wallet or VA Wallet (as the case may be) will not be credited to your Fiat Wallet or VA Wallet (as the case may be), or, if so credited, will be clawed back and deducted from your Fiat Wallet or VA Wallet (as the case may be) without prior notice to you, and we will effect a transfer of the same amount of the relevant fiat currency, less any applicable Fees, Third Party Charges and Taxes, back to the account or wallet from which the funds were sent; and
(b) any funds requested by such Instruction to be transferred out of or withdrawn from your Fiat Wallet or VA Wallet (as the case may be) will not be debited from your Fiat Wallet or VA Wallet (as the case may be), or, if so debited, will, subject to the return of such funds from the recipient account or wallet address, be refunded to your Fiat Wallet or VA Wallet (as the case may be).
in each case unless otherwise required by Applicable Law or we in our sole discretion consider it necessary or appropriate to withhold such return or refund in view of any actual or potential obligation or liability or risks (whether legal or otherwise) arising or likely to arise from or in connection to such return or refund, or for the purpose of investigation, or otherwise. In addition, with respect to Clause 11.3(b), you agree and acknowledge that we do not guarantee the successful refund of part or whole of any amount which has been debited from your Fiat Wallet or VA Wallet (as the case may be) and, moreover, are under no obligation (on a best-effort basis or otherwise) to ensure that the funds are returned from the recipient account or wallet address and, accordingly, shall not be held liable in the event that part of whole of such amount having been debited from your Fiat Wallet or VA Wallet (as the case may be) is not refunded to you.
11.4. You acknowledge and agree that:
(a) It is your responsibility to ensure that: (i) the correct recipient account number or wallet address (as applicable) for any Deposit or Withdrawal is entered when the relevant Instruction is given; and (ii) only Supported Currencies and Supported VAs will be transferred to your Fiat Wallet and VA Wallet, respectively; and
(b) The transfer of any fiat monies or VAs to an incorrect account or address, or the purported transfer of any type of fiat currency other than a Supported Currency to your Fiat Wallet or any type of VA other than a Supported VA to your VA Wallet, may result in the irreversible loss of such fiat or VA funds, for which we shall not bear any responsibility or liability.
11.5. In addition, and without prejudice to any other rights and remedies we may have under these Terms or Applicable Law, you shall upon demand indemnify, defend and hold us harmless from and against any loss, damage, costs, expenses, suit, action, claims and proceedings arising from any mistaken, erroneous or fraudulent Instruction for any Transaction (which may include, without limitation, transfer to a wrong recipient account or wallet address, Transaction made to or from an account or wallet other than as permitted under these Terms, Transaction exceeding our prescribed limits, and an Instruction purported to be given by or on your behalf which was not authorised by you) given by you or made under your Account (“Erroneous Instruction“). The mistaken, erroneous or fraudulent nature of your Instruction shall be determined by us based on reasonable evidence and by reference to these Terms. You further agree that if we are required to return any VAs or fiat monies due to any Erroneous Instructions: (i) we are entitled to charge an administrative fee as determined by KINGS and as set out in the Fees Schedule shown on the Platform; (ii) any Third Party Charges incurred as a result of such return shall be borne by you entirely in accordance with the provisions of Clause 14; and (iii) such funds will only be remitted to the account or wallet address from which such funds were originally received.
11.6. A substantial portion of your VAs private keys may be held in cold storage to provide greater security. As a result, it may be necessary for KINGS to retrieve such VAs from cold storage in order to execute a Transaction in accordance with your Instruction, which may delay the initiation or crediting of such Transaction. You accept the risk that the execution of a Transaction may be delayed and you agree not to hold KINGS responsible or liable for any loss or damage arising out of or related to such delay.
11.7. Deposits, Withdrawals and Conversions are subject to daily transaction limits prescribed by KINGS, which may be viewed on the Platform. You agree and acknowledge that we may, in our sole and absolute discretion: (i) change or adjust such transaction limits from time to time without prior notice to you; and (ii) apply different transaction limits to different users or groups or categories of users, in each case without giving reasons. Except as otherwise provided in these Terms, no Instruction for a Transaction in excess of such prescribed limits will be accepted, and we will not in any event be responsible or liable for any consequences arising from the non-execution, partial execution or delay in execution of such Instruction.
11.8. You agree and undertake that you shall not, without our prior written consent, create or permit to be created any Encumbrance over your Account, Fiat Wallet or VA Wallet or any assets therein, except for our rights with respect to the same created by these Terms (in particular Clause 14 hereof).
11.9. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to your receipt, transfer or exchange of VAs and fiat monies and to any Transactions which you conduct or instruct us to execute pursuant to these Terms, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate tax authorities. We are not obligated to, nor will we determine whether, and to what extent, Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction conducted by you or on your behalf in or in connection with your use of our Services. Notwithstanding the foregoing, KINGS may make any payment, withholding or filing as required by any Applicable Law and we may deduct corresponding amounts from the balances in your Account and/or withhold any payment to you or otherwise seek indemnity or compensation from you for the same.
11.10. The calculations and records in or generated by the ledgers, systems and books of account maintained by KINGS and its Affiliates (including electronic, computer and microfilm stored records) in relation to the Platform, the Services and your Account, including, but not limited to, the activities, transaction history, balances and status of your Account, shall be final and conclusive and binding upon you for all purposes (including but not limited to the particulars of each Instruction given and each Transaction made under your Account, the amount of Fees payable by you and any amount of payment outstanding on your Account). You agree that such records are admissible in evidence and further undertake to waive any rights to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records in or generated by the ledgers, systems and books of account maintained by KINGS and its Affiliates. No other documents or records of any kind shall be accepted by us or have any effect under or in connection to these Terms.
12. EXCHANGE RATES
12.1. Each Transaction which involves an exchange or conversion between two (2) VAs or fiat currencies or between a VA and a fiat currency, including each Fiat Conversion, VA Conversion, Fiat to VA Conversion and VA to Fiat Conversion, as well as any payment, deduction, withholding or set-off involving settlement in a VA or a currency other than the VA or the currency in which the payment obligation or debt is denominated or expressed, shall be carried out at such exchange rate as we in our sole and absolute determine, having regard to (but without being bound by) the available exchange rate provided by the relevant Payment Service Provider or Liquidity Provider (as applicable) and/or the prevailing market rate at the time of execution. We do not guarantee the availability of any particular exchange rate at any given time.
12.2. You acknowledge that, due to technical and other restrictions, the exchange rates displayed on the Platform may be delayed and therefore may not reflect the current, live exchange rate. You further acknowledge that the actual exchange rate at which a Transaction is executed may also be different from the exchange rate indicated at the time of the submission of your Instruction due to, amongst other things, the volume, illiquidity, volatility and other conditions in the relevant market.
13. FORK
13.1. You agree and understand that the underlying protocols and blockchains of the VA networks are subject to changes (each a “Fork“) which may result in more than one version of such network (each a “Forked Network“), either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original network. We may not be able to anticipate, control or influence the occurrence or outcome of Forks, and do not assume any risk, liability or obligation in connection therewith. Without limitation to the generality of the foregoing, KINGS does not assume any responsibility to notify you of pending, threatened or completed Forks. You further agree and understand that Forks may materially affect the value, function, and/or name of the VAs you hold in the VA Wallet. You assume full responsibility to independently remain apprised of and informed about potential Forks, and to manage your own VAs and your interests in connection therewith.
13.2. In the event of a Fork, KINGS may temporarily suspend any Services (in particular the execution of Transactions involving the affected VA) without prior notice to you and we may determine, in our sole and absolute discretion, whether or not to support the Forked Network(s). In the event that KINGS decides not to support any such Forked Network (“Unsupported Forked Network“), the VAs offered by or based upon such Unsupported Forked Network (“Unsupported Fork VAs”) may not be stored in your VA Wallet and will not be made available to you for Transactions on or through the Platform. Notice by publication on the Platform and/or other means as provided by these Terms will be given to users of such decision and of the arrangements following such decision, including the prescribed time limit and arrangements for the withdrawal of such Unsupported Fork VAs. In the event that any Unsupported Fork VAs remains in your VA Wallet beyond the prescribed time for withdrawal of the same, we may charge an additional fee for the custody of such Unsupported Fork VAs and/or effect a transfer of all such Unsupported Fork VAs to your Whitelisted Wallet or any other wallet address designated by you or known to be belonging to you based on our records, as we in our sole and absolute discretion deem appropriate. Notwithstanding the foregoing, we may, in our sole discretion obtain and retain Unsupported Fork VAs as property belonging solely to KINGS, without any obligation to account to you for such VAs so retained by KINGS.
13.3. You acknowledge the risks presented by Forks (including but not limited to those set out in the Risk Disclosure Statement) and hereby accept that we have no responsibility for any losses or damages arising as a result of or in connection to any absence of or delay on our part in giving notice to you of any pending, threatened or completed Forks or our decision not to support a Forked Network.
14. FEES
14.1. Transactions carried out on or through the Platform are subject to KINGS’s prescribed Fees as set out in the Fees Schedule or as notified to you prior to the execution of the relevant Transaction (whichever is the later). The rate or amount and calculation of such Fees may be modified, varied or adjusted from time to time in our sole and absolute discretion without your consent and without prior notice to you, provided that such modification, variation or adjustment shall not take effect until the same has been notified to you in the manner as aforesaid. We may (but shall not be obliged to), without further notice to you: (i) deduct such Fees payable by you, as and when they become due, directly from available balances in your Fiat Wallet and/or VA Wallet and/or from the amount of the incoming or outgoing fiat or VA funds in any Transaction; (ii) withhold any payment due by us to you; and/or (iii) set off any payment due by us to you against such Fees, provided always that you shall remain liable for any amount which remains outstanding by you after such deductions, withholdings and/or set-offs. You hereby irrevocably authorise KINGS to make deductions and debits to your Account and Transaction amounts and to withhold or set-off payments due to you as contemplated by this Clause 14.1 so long as an Account is maintained by you with KINGS.
14.2. Any fees chargeable or charged by any other party (including any other Affiliate of the Company, any payment service provider, banking institution, VA exchange or other third-party service provider) involved in the transfer or receipt of the VA or fiat funds, including but not limited to any bank charges, currency exchange fees, transmission charges, processing fees or administrative fees of any description (the “Third Party Charges”), shall be borne by you entirely.
14.3. All payments of Fees and Third Party Charges shall be made without set-off or counterclaim and free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges, of whatever nature, imposed, levied, collected, withheld or assessed by any Authority in any jurisdiction having power to tax, unless compelled by Applicable Law, in which event you shall pay or caused to be paid such additional amounts as will result in the receipt by us or any relevant third parties of the amounts which would otherwise have been payable by you to us or such third parties in the absence of any such set-off, counterclaim, deduction or withholding.
14.4. To the extent that we become under any obligation to pay any Taxes or Third Party Charges in connection with any Transaction carried out by you or by KINGS or any other person on your behalf or otherwise in connection with your use of the Platform or the Services, we may in our sole and absolute discretion aggregate such Taxes and/or Third Party Charges with our Fees to be settled (whether by deduction from your Account balances or Transaction amounts, by withholding or set-off or otherwise) in accordance with this Clause 14. You further agree and undertake to indemnify, compensate and hold us and each of our Affiliates harmless from and against any liability arising from or in connection to such Taxes or Third Party Charges.
14.5. In the event that any amount of Fees, Third Party Charges, Taxes or any other amount owing by you to us under or in connection with these Terms or the Services, including but not limited to any penalties, damages or indemnities for which you are liable under or in connection with these Terms, is not settled by the due date in accordance with this Clause 14, such outstanding amount shall bear interest at the rate of 3.5% per annum, accruing from the due date until the date on which such amount is paid or discharged in full.
14.6. We may at any time (but shall not be obliged to) issue a payment demand notice to you in respect of any Fees, Third Party Charges, Taxes or any other amounts owing by you to us (including any penalties, damages or indemnities for which you are liable), and any interests accrued thereon in accordance with Clause 14.5 or any other provision of these Terms or in accordance with Applicable Law. Without prejudice to any of our other rights or remedies available under these Terms or Applicable Law, you hereby authorise us, in the event that any amount owing by you to us is not paid by the date specified in such notice, to: (i) recover such amount from the balances in your Fiat Wallet, VA Wallet as well as any other accounts or wallets held by you with any of our Affiliates by debiting or procuring the debit of such outstanding amount from any balances in such accounts and wallets; (ii) withhold or procure the withholding of any payment due to you by us or our Affiliates; and (iii) set off or procure the set-off of any payment due to you by us or our Affiliates, provided that you shall remain liable to pay any shortfall in the event that the balances in such accounts and wallets, the amounts so withheld and/or set off are insufficient to discharge such outstanding amount in full.
14.7. The provisions of this Clause 14 shall survive the termination or expiration of these Terms and shall continue in full force and effect until any and all payment obligations owing by you to us, including any and all Fees, Third Party Charges, Taxes, interests, penalties and indemnities, have been fully settled and discharged.
15. SUSPENSION, TERMINATION AND ACCOUNT CLOSURE
15.1. KINGS may at any time, and without liability to you, terminate, suspend, or limit your use of the Services (including but not limited to freezing the VAs and fiat funds in your Account, suspending or closing your Account, VA Wallet and/or Fiat Wallet, rejecting or declining to process any Transaction, or wholly or partially reversing, cancelling or voiding any Transaction which has been executed) in accordance with the terms and conditions hereof (in particular Clause 4 and Clause 11). You agree and acknowledge that:
(a) you shall not be entitled to any payment, compensation or damages from us in relation to such termination, suspension or limitation of your use of the Services for any reason whatsoever; and
(b) our rights of limitation, suspension and termination of any Service or your access thereto under these Terms shall be without prejudice to any other rights or remedies which we may have, whether under these Terms or Applicable Laws.
15.2. If at any time you wish to: (i) suspend, deactivate or terminate your access to and use of any particular Services; or (ii) deactivate or close your Account, you may submit a request to us for the same through the Platform or by email to support@8.top . You acknowledge that you may be required to accept additional terms and conditions prescribed by us in relation to such suspension, deactivation, termination of Services or deactivation or closure of Account, which will be notified to you in writing.
15.3. If, at the time of the submission of your Account closure request, your Account has any outstanding or ongoing obligations, commitments, liabilities (including but not limited to any amounts owed to KINGS) or activities (including but not limited to any pending or partially executed Transactions), regardless of whether or not such obligation, commitment, liability or activity has matured or accrued or remains contingent, you agree that KINGS shall not be obliged to process such Account closure request until all such obligations, activities or commitments have been fully discharged or completed.
15.4. You agree and consent that we may, and hereby authorise us to, without notice to you, deduct from balances in your Account, withhold and/or set-off against any payment to you any amount for the purpose of fulfilling, satisfying or completing obligations, commitments, liabilities or activities outstanding as at the time of submission of your Account closure request or KINGS’s decision to close your Account pursuant to these Terms, provided that you shall in any event remain liable for any obligations, commitments, liabilities and activities which are not fully fulfilled, satisfied or completed (including but not limited to any shortfall in fulfilling any payment or settlement obligations after such deduction, withholding or set-off).
15.5. Subject to Clause 15.4, if there is any remaining balance in your Account at the time of submission of your Account closure request or our decision to close your Account, such fiat and/or VA funds will be remitted to an account or wallet (as the case may be) designated by you or, alternatively, to a Whitelisted Account or a Whitelisted Wallet (as the case may be), as we in our sole and absolute discretion consider appropriate, unless we are prohibited by Applicable Law or an order of a court of competent jurisdiction or relevant governmental or regulatory authority to release such funds, or we have reasonable grounds to suspect that such funds were obtained through fraud or any unlawful means or connected with any criminal activities.
15.6. These Terms shall terminate immediately upon the closure of the User’s Account and no further use of the Platform and Services being made by the User, upon which each of KINGS and the User shall be released from further performance of its obligations hereunder and these Terms shall be of no further force or effect, provided that:
(a) termination shall not relieve either Party from any obligations or liabilities which are outstanding on or relate to matters or claims occurring or arising prior to the date of such termination or impair or prejudice any of the rights or remedies of either Party accruing prior to such termination; and
(b) provisions of these Terms expressed or intended to survive the termination of these Terms shall continue to operate in full force and effect.
16. REPRESENTATIONS AND WARRANTIES
16.1. The User hereby represents, warrants and undertakes to the KINGS that each of the Warranties set out in Appendix 1 is true accurate, complete and not misleading in any material respect as at each day that these Terms are binding upon the User (including each day from the opening of an Account up to and until the closure of such Account). The User hereby acknowledges that KINGS, in entering into these Terms, is relying on each of its Warranties.
16.2. The User undertakes to notify KINGS in writing, as soon as reasonably practicable, of any matter or event coming to its attention which renders or could reasonably be expected to cause any of its Warranties to be or to have been untrue, inaccurate, incomplete or misleading in any material respect.
16.3. Each of the Warranties shall be separate and independent and, save as expressly provided herein, shall not be limited by reference to any other paragraph or anything in these Terms (including the Appendices hereto).
17. INTELLECTUAL PROPERTY
17.1. KINGS, its Affiliates and their respective licensors shall be the exclusive owners of all intellectual property rights, including but not limited to any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, and any registrations thereof and pending applications therefor (to the extent applicable), as well as any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, codes, technology, graphics, files, icons, scripts, videos, text, images, content, other materials, database or data right, any licence or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing (collectively “Intellectual Property Rights”) which are used for, relate to or involved in KINGS and its Affiliates’ respective products, services, businesses and activities, including but not limited to the Platform, the App, the Site, the Services and the Contents. You shall not obtain, and shall not take any action to claim or assert, any interest or share in, the Intellectual Property Rights of KINGS, its Affiliates or their respective licensors by virtue of these Terms or your use of the Platform or the Services. Save for the limited licences and rights expressly granted by you under these Terms, no other rights are granted to you in respect of any of the Intellectual Property Rights of KINGS and its Affiliates and their respective licensors, the Platform, the Services or the Contents. All rights and licences not expressly granted to you hereunder are fully reserved by KINGS. Nothing in these Terms shall be construed as conferring any right or licence to any Intellectual Property Rights of KINGS or its Affiliates or any third party, whether by estoppel, implication or otherwise.
17.2. You shall not violate or infringe, and shall not authorise, counsel, induce, assist or procure any other person to violate or infringe, the Intellectual Property Rights of KINGS or its Affiliates or any third party. You further undertake not to take or attempt to take any action or claim ownership of any property that violates or infringes the Intellectual Property Rights of KINGS, its Affiliates and their respective licensors. Without limitation to the generality of the foregoing:
(a) you may only access, use and print the information, contents and materials on the Platform, the App or the Site for non-commercial and non-profit making uses (such as for your own informational and record-keeping purposes);
(b) no part or parts of contents, format or design of the Platform, the App, the Site or the Services may be reproduced, distributed, republished, printed, displayed, broadcast, hyperlinked, transmitted, adapted, modified or used to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information system without our prior written permission; and
(c) to the extent that the Platform, the Site or the App contains any functionality that allows you to access or download specific materials, your use of such functionality and the downloaded materials may be subject to separate terms and conditions which you will be asked to read and accept at the relevant time.
17.3. To the fullest extent permitted by law, you shall upon demand defend, protect, hold harmless, and indemnify KINGS and its Affiliates from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or alleged, for violation or infringement of any person’s Intellectual Property Rights arising from or in connection to any act or omission of yours or of your employees, officers, agents and representatives (including but not limited to your Authorised Representatives), independent contractors and third-party service providers.
18. CONFIDENTIALITY
18.1. Each Party (the “Receiving Party”) acknowledges that it may acquire certain Confidential Information of the other Party (the “Disclosing Party”) in connection to the entry into and performance of these Terms and in exercising its rights or carrying out its obligations hereunder. Except as specifically provided by these Terms or otherwise authorised by the Disclosing Party in writing or as reasonably necessary for the Receiving Party to carry out its obligations hereunder, the Receiving Party: (i) shall retain in confidence and treat as trade secret all Confidential Information of the Disclosing Party; (ii) shall not use any Confidential Information of the Disclosing Party for its own benefit other than for the purpose of the performance of its obligations exercise of its rights hereunder; and (iii) shall not disclose such Confidential Information to any third party except to the employees, agents and independent contractors of the Receiving Party (and also, in the case of KINGS, its Affiliates) on a need-to-know basis. The Receiving Party shall ensure and procure any person to which it discloses any Confidential Information of the Disclosing Party as permitted by this Clause 18 is subject to, and observes, the same confidentiality obligations with respect to such Confidential Information of the Disclosing Party as contained in this Clause 18.
18.2. Nothing in these Terms shall prohibit, prevent, inhibit or otherwise affect the obligations of the Receiving Party or any of its employees, agents and independent contractors (and, in the case of KINGS, its Affiliates) to disclose any information in accordance with the Applicable Laws or as requested by any Authority, provided that: (i) the Receiving Party shall notify the Disclosing Party as soon as practicable after becoming subject to such disclosure obligation so that the Disclosing Party may seek a protective order or other appropriate remedy; and (ii) any such disclosure of Confidential Information shall be limited to the extent required by Applicable Laws and/or the request of the relevant Authority.
18.3. Within seven (7) Business Days after the termination or expiration of these Terms, the Receiving Party shall return or destroy (as the Disclosing Party may require) all copies of, and all notes and other records relating to, the Confidential Information of the Disclosing Party disclosed to it under or in connection to these Terms, regardless of the form or medium in which such copies, notes and records have been kept. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information of the Disclosing Party for the sole purpose of compliance with the relevant record-keeping requirements under the Applicable Laws, provided that the Receiving Party shall maintain the confidentiality of such Confidential Information as provided by this Clause 18 for so long as such Confidential Information remains in its possession.
18.4. Each Party acknowledges that any breach of this Clause 18 may cause irreparable harm for which monetary damages are insufficient remedies and, therefore, that upon any breach by a Party of this Clause 18, the other Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, in addition to all other remedies available at law or equity to the Party.
18.5. The provisions of this Clause 18 shall survive the expiration or termination of these Terms and shall continue to be binding upon the Parties for a period of five (5) years after such expiration or termination.
18.6. For the purposes of this Clause 18, the term “Confidential Information”:
(a) means: (i) the terms and contents of these Terms and any other agreement, contract, deed or instrument which may be entered into between the Parties in connection to the subject matter of these Terms; and (ii) all information, data, contents and materials disclosed or provided by or on behalf of the Disclosing Party to the Receiving Party in connection with the negotiation, closing and performance of these Terms, which is of a confidential nature (whether or not marked as such and whether in oral or written form), including without limitation, customer information, business objectives, sales strategies, marketing programmes and methods, analyses, reports, sales data, customer lists, software programmes, algorithms, know-how, technologies, programming techniques and technical, developmental, cost and budgeting information; and
(b) does not include information which: (i) has come to the knowledge or possession of the Receiving Party prior to disclosure by the Disclosing Party; (ii) has entered the public domain other than as a result of disclosure by the Receiving Party in violation of the provisions of this Clause 18; or (iii) is or becomes available to the Receiving Party from a third party which has no confidentiality obligations to the Disclosing Party.
19. DATA PROTECTION
19.1. By using the Platform and the Services, you confirm that you have read, understood and agreed to our Privacy Policy set out in Appendix 2 (as amended, modified, updated and supplemented from time to time) and understand how we collect, use, process and disclose your personal data to our Affiliates, third-party service providers and other relevant third parties. We will only disclose your personal data in order to provide to you and to facilitate your use of the Services, or as required by Applicable Law or the request or order of an Authority having competent jurisdiction. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure and how you may request for access to your personal data, please refer to our Privacy Policy set out in Appendix 2.
19.2. We reserve the right at any time to take any action to satisfy our internal requirements and obligations (including but not limited to obligations under Applicable Laws) with respect to your personal data, including but not limited to requesting relevant original documents, disclosing your personal data with the relevant Authorities or to our Affiliates and third-party agents and service providers, and verifying your personal data against secure internal or third-party databases, for purposes such as prevention of fraud, money laundering and terrorist financing or any other legitimate purpose.
20. LIMITATION OF LIABILITY
20.1. The Services are provided on an “as is” and “as available” basis and without any representation, warranty or undertaking, whether express, implied, or statutory, except as expressly provided in these terms. To the fullest extent permitted by law, we disclaim all other representations, warranties or undertakings, express or implied, made to you, your affiliates or any other person, including without limitation, any warranties regarding title, non-infringement, timeliness, quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) in relation to the platform services or any other goods or services incidental thereto the platform. Additionally, we do not represent or warrant that the service content and any other information or materials on the Platform, the Site or the App are accurate, complete, reliable, current, or error-free. While we attempt to make your use of the Services safe, we cannot and do not represent or warrant that the Platform, the Site, the App and the Services are free of viruses or other harmful components.
20.2. To the extent permitted by Applicable Law, notwithstanding anything in these Terms, we and our Affiliates, agents and representatives shall not be liable to you for any losses or damage, costs, expenses or claims, except where the same have been finally determined by a court of competent jurisdiction to have been directly caused by fraud, gross negligence or willful default on our part. Without limitation to the foregoing, in no circumstances shall we or any of our Affiliates, agents or representative be responsible or liable to you for any losses, damages, costs, expenses or claims:
(a) due to an unusual or unforeseeable event, outside our reasonable control and/or the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to any Force Majeure Event);
(b) arising from or in connection with:
(i) any Service Suspension or Account Suspension, or any interruption, delay, suspension, discontinuance or failure of the Services;
(ii) any rejection, cancellation, reversal, voiding or delay in processing of any Instruction;
(iii) any non-execution, partial execution or delay in execution of any Transaction;
(iv) use of your device or your Account by third parties, whether authorised or unauthorised by you; or
(v) any unauthorised use of the Services contrary to these Terms by you or under your Account;
(c) due to any actions and steps taken which are necessary for compliance with Applicable Laws and/or orders of courts of competent jurisdiction or relevant governmental or regulatory authorities;
(d) for lost profits, lost revenues, lost business opportunities, lost data, other intangible losses or any punitive, exemplary, special, incidental, indirect or consequential losses or damages, regardless of whether such losses or damages were direct or indirect, foreseeable or unforeseeable, and whether we and our Affiliates, agents and representatives have been advised of the possibility of such damages;
(e) resulting from hacking, tampering, virus transmission or other unauthorised access or use of the Platform, the Services, your Account, or any information, feature or functionality contained therein; or
(f) in connection to any act or omission on the part of any third-party service providers (including but not limited to any Payment Service Providers, Liquidity Providers and third-party banking institutions).
20.3. Without prejudice to Clause 20.1 and Clause 20.2, in no event shall our aggregate liability for any loss, damage, costs, expenses and claims arising under or in connection with these Terms and the Services which cannot be or are not hereby excluded exceed the aggregate amount of Fees you have paid to us for your use of the Services during the one-month period immediately preceding the event giving rise to your claim.
20.4. You agree and acknowledge that any claims which you may have against us under these Terms may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative actions or proceedings, and hereby waive any and all rights to such class action or representative actions or proceedings. No court or adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of any consolidated, representative, or class proceedings. Any relief awarded to any user of the Platform or the Services shall not affect any other users.
21. INDEMNIFICATION
You agree to, upon demand, indemnify, protect, defend and hold harmless KINGS, its Affiliates and its third party service providers, and each of their officers, directors, agents, joint venture entities, employees and representatives (collectively “Indemnified Parties”), from and against any losses, damages, costs, expenses (including but not limited to any legal costs and expenses and fines, fees or penalties imposed by any regulatory authority), claims, demands, litigation, arbitration or other proceedings brought by any person against any of the Indemnified Parties arising out of or in connection with: (a) your breach of any provision of these Terms; (b) your use (or misuse or abuse) of the Platform and the Services; (c) your violation of any Applicable Laws or the rights of any third party; and (d) any fraud, negligence, default, misconduct or any other act or omission on the part of you or your agents and representatives. It is hereby expressly agreed and acknowledged by the Parties that the provisions of this Clause 21 shall survive the termination or expiration of these Terms.
22. ANTI-MONEY LAUNDERING
22.1. As a licensed trust or company service provider, we are required to comply with the requirements of the AMLO and other Applicable Laws relating to AML/CTF (collectively the “AML Laws”). In addition to initial KYC and CDD obligations, we are also responsible for ongoing review and monitoring of our business relationship, including monitoring of your Account and all activities conducted your Account. You agree to cooperate with us fully with respect to all AML/CTF measures adopted by us, including but not limited to providing all information and documents and answering all enquiries which we may have with respect to you, your beneficial owners, any Transactions or other activities carried out under your Account, as well as your source of funds and source of wealth.
22.2. You further agree and acknowledge that we may take any and all actions as we in our sole and absolute discretion consider necessary or appropriate for the purpose of complying with the AML Laws and our internal policies and procedures with respect to AML/CTF, including but not limited to any temporary or permanent suspension or termination of your Account or of your access to the Platform or our provision of any Services to you or the imposition of additional limits on your Transactions or other activities under your Account, without prior notice and without liability or compensation to you.
23. CUSTOMER FEEDBACK, ENQUERIES AND COMPLAINTS
If you have any feedback, enquiries or complaints, please contact us via email at support@8.top . Whilst we strive to respond to you as soon as possible, for more complicated issues, it may take us thirty (30) Business Days or more to resolve and revert to you. You accept and agree that we shall not be responsible for any loss and damage incurred due to any delay in responding to any of your feedback, enquiries or complaints.
24. AMENDMENT AND VARIATION
These Terms may from time to time be updated, amended, revised or supplemented by us as we in our absolute discretion deem appropriate. Such updated Terms as posted by us will take effect immediately upon publication unless otherwise stated in such notice. You should regularly check the App and the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Platform without prior notice. By continuing to use the Platform and/or the Services after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Platform and Services and shall be bound by the same accordingly. If you do not wish to be bound by any changes, amendments or supplementations to these Terms then you should stop using the Platform and the Services immediately, including taking steps to deactivate or close your Account promptly without delay.
25. TRANSFER, ASSIGNMENT OR DELEGATION
25.1. These Terms, and any rights and obligations and licences granted to you hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned, novated or delegated by you to any third-party without our prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing provisions of this Clause 25.1, these terms shall be binding on and enure for the benefit of the successors and assigns of each of the Parties.
25.2. We may transfer, assign, novate or delegate any or all of our rights and obligations under these Terms to any other party (including but not limited to any of our Affiliates) without prior notice to you and without your approval or consent.
25.3. Subject to the foregoing provisions of this Clause 25, these Terms shall be binding upon and enure for the benefit of the successors and assigns of each of the Parties.
26. SEVERABILITY
If any provision of these Terms is determined by any court of competent jurisdiction to be invalid, illegal or incapable of being enforced, in whole or in part, the remainder of that provision and of these Terms shall remain in full force and effect as if such invalid, illegal or unenforceable provision (or the relevant part of such provision) had never been contained herein. Upon such determination by a court of competent jurisdiction, we may introduce a new term or provision to replace the invalid, illegal or unenforceable provision (or the relevant part of such provision), which, as far as legally possible: (i) most nearly reflects the intent and effect; and (ii) results in the economic and legal substances of the transactions contemplated hereby, as we in our sole and absolute discretion deem appropriate.
27. ENTIRE AGREEMENT
These Terms, including the Appendices hereto and any other document, agreement or terms incorporated by reference herein, constitute the entire agreement between KINGS and the User with regard to the User’s use of the Platform and the Services and supersedes and replaces any and all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, whether oral or in writing, and whether express or implied. You acknowledge that in entering into these Terms, you do not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
28. RELATIONSHIP
Nothing in these Terms or the provision of the Services to you under these Terms shall create a relationship of partnership, agency, trust or advisorship, and nothing in these Terms shall create any fiduciary relationship between us, save and except to the extent expressly provided herein. We shall owe no responsibility or obligation to you or in respect of your assets or properties other than as expressly stated in these Terms.
29. CONFLICT OF INTEREST
29.1. The User hereby irrevocably waives, in favour of KINGS, any conflict of interest which may arise by virtue of KINGS acting for its other customers or due to KINGS or any of its Affiliates dealing (whether for its own account or for the account of any other person) as counterparty to the User in any transaction carried out on or through the Platform and the Services. The User hereby acknowledges that KINGS and its Affiliates may have interests in, or may be providing or may in the future provide services to, other parties with interests which the User may regard as conflicting with its interests and may possess information (whether or not material to the User) other than as a result of KINGS providing to the User the Services hereunder which KINGS and its Affiliates may not be entitled to share with the User. Consistent with its policy to hold in confidence the affairs of its customers, KINGS will not without the consent of the User disclose confidential information obtained from the User to any of its other customers nor will it disclose to the User or use on the User’s behalf any confidential information obtained from any other customer. Without prejudice to the foregoing, the User agrees that KINGS and its Affiliates may deal, whether for their own accounts or their respective customers’ accounts, in any assets (including any VAs and any fiat currencies), and that such dealing will not constitute a conflict of interest for the purposes of these Terms.
30. WAIVER
30.1. A Party’s failure, omission, forbearance or delay in exercising any right or remedy available to it under these Terms or Applicable Laws shall not constitute a waiver by such Party of any of its rights or remedies. No waiver of any right, remedy, breach or default hereunder or hereof shall be effective unless such waiver is put in writing by the Party entitled to waive the same. No waiver by a Party of a breach hereof or default hereunder, or of any of its rights or remedies hereunder, shall be deemed to be a waiver by such Party of any subsequent breach or default.
30.2. Each right, power or remedy conferred upon or reserved to a Party under these Terms or Applicable Laws shall be cumulative, and shall not operate to limit or exclude any other right, power or remedy of such Party.
31. FORCE MAJEURE
Neither KINGS nor its directors, officers, employees or agents shall in any event be liable for any failure or delay in the performance of its obligations or the exercise of its rights, powers and/or discretions hereunder or any loss or damage in connection therewith if it is prevented from so performing its obligations or exercising its rights, powers and/or discretions by any Force Majeure Event, provided that KINGS shall as soon as reasonably practicable after the occurrence of such Force Majeure Event give notice of the same, and of any arrangements being or to be implemented in connection therewith, to users of the Platform and the Services by publication or posting on the Platform or by any other means of communication permitted hereunder.
32. NOTICE AND COMMUNICATIONS
32.1. By using the Services, you agree that we may provide you with any notices or other communications, including marketing, relating to your use of the Services electronically: (a) via email, SMS, chat message or telephone call (in each case according to the contact information that you provide to us during the onboarding process or subsequently); or (b) by posting to or publication on the Platform. For notices and communications delivered by email, SMS, chat message or telephone call, the date of receipt will be deemed the date on which such notice is transmitted. For notices and communications delivered by posting to or publication on Platform, the date of receipt will be deemed to be the date on which the notice or communication is posted.
32.2. Notices to us should be sent electronically to us via the Platform or by email to us at [email protected] , in either Chinese or English language. Any Instruction sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instruction from the relevant system and informed you of such receipt.
32.3. You agree, without prejudice to any provision of these Terms, that, to the extent that there are any rules or requirements in your local jurisdiction governing the time and place of dispatch and receipt of electronic communications, to the maximal extent permitted under Applicable Laws, such rules and requirements shall not apply to your use of the Services and that you shall bear any loss or damage which may arise from or be associated with the use of the Internet, including but not limited to any loss, delay, corrupted texts, unauthorised interceptions by third parties.
33. THIRD PARTY RIGHTS
Save as expressly provided in these Terms, no person who is not a party to these Terms shall be deemed to have acquired any right by reason of anything contained in these Terms, nor shall any such person be entitled to enforce any provision of these Terms. The application of the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to these Terms is hereby expressly excluded.
34. GOVERNING LAW AND JURISDICTION
34.1. These Terms and any dispute or claim arising out of or in connection herewith or the subject matter or formation hereof (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.
34.2. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination of these Terms or any dispute regarding any non-contractual obligations arising out of or relating to these Terms, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in either English or Chinese.
34.3. The Notice of Arbitration and any other documents, submissions, notices and communications for the purpose of or in connection to arbitral proceedings conducted in accordance with this Clause 34.3 shall be served by the Parties on each other by email as follows:
(a) if to KINGS, to [email protected] (or such other email address as may be specified by us and notified to you from time to time); and
(b) if to you, to the email address registered as your email address as shown in your Account or, if your Account has been closed or terminated, to the last email address you have most recently provided to us and of which we are aware (which may be your registered email address prior to the closure or termination of your Account).
35. LANGUAGE
35.1. These Terms are written in English and translated into Chinese for reference only. Subject to requirements of Applicable Laws, in the event of any inconsistency, ambiguity or conflict between the English and Chinese versions of these Terms, the English version shall prevail.