Terms & Conditions
Last Updated: 10 MAY 2026
UPay (“UPay” or “we” “us” or “our”) is one of brands under UPay Technology LTD., based in the United States of America. These TOU, together with all policies and additional terms which are expressly incorporated into these TOU by reference, including (but not limited to) the Privacy Policy, Risk Disclosure Statement, and such other terms and conditions referenced in these TOU or published on our websites, mobile applications, APIs, or developer tools (the “Site”) from time to time (collectively hereinafter referred to as the “Agreement”), form a legally binding agreement between you and UPay (collectively referred to as “Parties”) that governs your use of our Services and associated Site, software, products, tools, materials and content unless explicitly stated otherwise in writing.
1. General Terms
By creating an account with us and using our Services (as defined in clause 4 of the TOU), you acknowledge and agree that you have read, understood, and accepted all terms and conditions outlined in the Agreement. If you do not agree with any provisions of the Agreement, you must refrain from registering an account with us or accessing our Services. Please note that accepting the Agreement does not automatically grant you the right to create an account or access our Services.
We reserve the right to modify the Agreement at our discretion and at any time. Any amendments will take effect immediately upon being published on our Site. It is your responsibility to regularly check the website for updates. By continuing to use or access the website, your account, and/or our Services, you are indicating your acceptance of these amendments. If you do not agree to the amended Agreement, you must discontinue using the Site, your account, and/or our Services.
We cannot guarantee the security of any information transmitted to or from you through the Site, nor can we ensure that there will be no delays, interruptions, or interceptions in data transmission. You acknowledge the risk that unauthorized third parties may access any information transmitted through the Site, and that internet transactions may be subject to disruptions, transmission failures, delays due to internet traffic, or inaccuracies due to the public nature of the Internet. Regardless of any security measures we implement, we assume no liability for any losses or expenses incurred as a result of such delays, interruptions, or interceptions.
Any information, opinion, materials, projection, view, or estimate presented via the Site is made available by us for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, accuracy, timeliness, commercial value, completeness, adequacy, and reliability of the materials, information, view, opinion, projection or estimate provided in the Site.
2. Risk Disclosures
You should be aware that when using our Services and the Site you are exposed to certain risks. Services offered by us include mainly services and products related to securities, derivatives, Digital Assets, currency exchange. Such Services carry a high degree of risk and may not be suitable for every person. Therefore, you should also be aware that buying, selling, trading and/or holding such securities, derivatives, and Digital Assets involves significant risks and the Losses can be substantial.
Please refer to the Risk Disclosure Statement for a non-exhaustive summary of risks associated with the Services provided by or through us. You should carefully consider and assess whether using of our Services is suitable for you and make prudent decisions based on your own financial circumstances and tolerance to risks.
By accepting the Agreement, and using our Services to buy, sell or otherwise trade securities, derivatives, and Digital Assets, or exchange currencies, you expressly acknowledge, accept and assume the risks related to the use of our Services, including (but not limited to) the risks described in the Risk Disclosure Statement, which is expressly incorporated into these TOU and forms part of the Agreement between you and UPay.
3. Definitions & Interpretation
Definitions
Capitalized words used in these TOU are defined, and shall have the meaning given to them in this clause 4.
（a）Applicable Law means all laws, orders, decrees, rules, regulations, circulars, notices or guidelines (including the requirements of any Regulatory Authority) having legal effect and as applicable to a party in respect of its rights and/or obligations under the Agreement in force in any applicable jurisdiction from time to time. These include (without limitation) anti-money laundering, anti-bribery, anti-terrorist financing, Sanctions, data privacy, tax and consumer protection laws (as applicable).
（b）Digital Asset means any digital assets, including a virtual currency, cryptocurrency, token, coin, or virtual commodity, which is a digital representation of value (but which does not have legal currency or monetary status and which is not authorized or guaranteed by any Regulatory Authority), that are recognized as a mean of exchange by natural or legal persons and that can be digitally transferred, stored and traded, with or without conditions, and thus can be used for payment, investment or other purposes, as determined and approved by UPay from time to time for use in connection with the Services.
（c）Encumbrance means any: a) mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement; b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or d) third party right or interest or any right arising as a consequence of the enforcement of a judgment, or any agreement to create any of them or allow them to exist.
（d）Event of Default has the meaning given to it under clause 18.
（e）Fiat Currency means a currency designated as legal tender in a particular country or jurisdiction, such as Euros, and U.S dollars, as determined and approved by UPay from time to time for use in connection with the Services.
（f）Gas Fees has the meaning given to it under clause 9(d).
（g）UPay Account has the meaning given to it under clause 7.
（h）Indemnified Party has the meaning given to it under clause 19.
（i）Instruction means an instruction given to us in relation to a Digital Asset Transaction, or other actions related to the use of our Services, the Agreement with UPay generally.
（j）Intellectual Property Rights or IPR means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
（k）Loss means any liability of any kind, loss, claim, damage, interest, fine, penalty, fee, charge, cost and/or expense (including reasonable and properly incurred legal and other professional fees, costs and/or expenses).
（l）Non-Cooperative Jurisdiction means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”). See http://www.fatfgafi.org for FATF’s list of non-cooperative countries and territories.
（m）Regulatory Authority means any governmental, regulatory authority or law enforcement department, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity (including any stock exchange or central bank) in any jurisdiction.
（n）Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; (v) Lithuania; (vi) any other jurisdictions selected for inclusion hereunder by UPay from time to time; and/or (vii) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and Her Majesty’s Treasuries (together "Sanctions Authorities").
（o）Service has the meaning given to it under clause 5.
（p）Service Fee has the meaning given to it under clause 9.
（q）Site has the meaning given to it under clause 1.
（r）Taxes has the meaning given to it under clause 9(c).
（s）User Content has the meaning given to it under clause 24.
Interpretation
The headings in these TOU are inserted for convenience only and shall not affect their construction or interpretation. Documents incorporated by reference into these TOU form part of your Agreement with UPay and shall have effect as if set out in full in the body of these TOU. Unless otherwise stated, references to clauses are to the clauses of these TOU.
A reference in these TOU to a particular law is a reference to it as it is in force for the time being taking into account any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular. Words referring to a particular gender shall include the other gender.
These TOU shall be binding on, and enure to the benefit of, each of the parties and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party’s personal representatives, successors and permitted assigns.
Any words following the 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.
A “person” includes a natural person, corporate or unincorporated body.
A reference to “writing” or “written” includes email.
4. Services
UPay provides a platform that enables you to carry out services from time to time, including but not limited to trading or exchange Digital Asset-Digital Asset, Digital Asset-Fiat Currency, Fiat-Currency-Digital Asset, Fiat Currency-Fiat Currency, securities, and derivatives etc through our partnered financial institutions (the “Services”) or our own on our Site.
Digital Assets held in your wallet are custodial assets held by us for your benefit. Title to Digital Assets held in your wallet shall at all times remain with you and shall not be transferred to us under normal circumstances. Digital Assets in your wallets are not property of UPay and are not intended by us to be subject to claims of our creditors. As owner of the Digital Assets in your wallet, you bear all risk of loss of such Digital Assets. We shall have no liability for wallet fluctuations or loss. Your Digital Assets may be commingled at one or more blockchain addresses with Digital Assets owned by other users. For security and operational reasons, some transfers of Digital Assets by you may be reflected on our internal ledgers only, without any transfer on the corresponding blockchain. Private keys to Digital Assets may be stored by us offline or in electronic or physical vaults or other secure locations that may only be accessed in accordance with established security procedures, so any transfer of UPay that will involve a transfer on the blockchain may be delayed.
5. Eligibility
By registering a UPay Account and/or accessing and using our Services as an individual user, you represent and warrant that:
（a）you are at least 18 years of age and fully eligible to use our Services in accordance with the laws of your jurisdiction or under the laws of any other jurisdictions to which you may be subject;
（b）you have full legal capacity and sufficient authorizations to enter into these TOU;
（c）you do not currently have a UPay Account registered with us;
（d）you have not previously been suspended or banned from using any of our Services or had an account with us closed;
（e）you are not acting on behalf of any third party who is, or you are not subject to any Sanctions administered or imposed by any Sanctions Authority;
（f）that the bank account you are depositing/withdrawing Fiat Currencies for the purpose of use of Services is opened and shall remain opened in your name;
（g）using our Services is not unlawful or prohibited under the laws of any jurisdiction to which you may be subject; and
（h）you are not located in, or a citizen or a resident of a country prohibited by us.
If you are registering a UPay Account and/or accessing and using our Services on behalf of an institutional user (including corporation, trust, partnership, fund, and organization etc), as the authorized person, the institution represents and warrants that your institution:
（a）is incorporated and/or registered under the laws of a jurisdiction or established that is not a restricted or prohibited jurisdiction;
（b）is in good standing under Applicable Law to the institution;
（c）does not currency have a UPay Account registered with us;
（d）has not previously been suspended or banned from using of our Services or had an account with us closed;
（e）does not have any major beneficial owners or controlling persons, or acts on behalf of anyone who is subject to any Sanctions administered or imposed by any Sanctions Authority;
（f）unless authorised by the beneficiary owner of the UPay Account and approved by us, is only using the Services for its own benefit and not on behalf of, or for the benefit of, a third party;
（g）will not violate any and all Applicable Law by using our Services.
You may use our Services only to the extent that all Applicable Laws permit. We have no obligation or capability to, and therefore do not, verify whether the use of our Services is permitted under the laws and regulations of any jurisdiction to which you may be subject, and we shall not bear any responsibility for your use of our Services in violation of any such laws and regulations.
If you no longer meet our eligibility criteria at any time after you register an account with UPay, you must inform us immediately and we may suspend or close your account. For the avoidance of doubt, you cannot use the Site and the Services, if you fail to meet any customer due diligence standards, requests or requirements of us and/or are deemed high risk by us according to criteria established at the sole our discretion.
We may change our eligibility criteria at any time, including by introducing additional requirements. If we do so, we will update these TOU.
We reserve the right to refuse registration or the commencement of relationship with you under these TOU without reason. You acknowledge and agree that it is at our sole discretion whether to provide you with any or all of the Services.
6. Registration of UPay Account and Account Usage
You will need to register for an account (“ UPay Account”) to access and use some or all of our Services. You may register a UPay Account to access and use our Services under the laws of a jurisdiction that is not prohibited by us. Prior to registration of any UPay Account or establishment of the business relationship with UPay, you shall be required to go through our identification verification and customer due diligence process, as required to comply with Applicable Laws in relation to anti-money laundering, counter-terrorism financing, combating proliferation financing, and Sanctions. Your use of our Services is conditional on the successful completion of this process. From time to time, UPay may ask you to provide additional information and documents to determine your eligibility to register a UPay Account and use our Services.
In certain circumstances, we may require you to submit additional information about yourself, your institutions, your beneficial owners, your activities, or your transactions etc, to provide records, and to complete other verification steps so that we may, among others, establish the source of your wealth and funds for any transactions carried out in the course of your use of the Services.
We reserve the right to refuse to open a UPay Account for whatever reason, including (but not limited) where we are required or requested to do so by any national or international Regulatory Authority, or where you fail to provide us with sufficient information and documentation, to our satisfaction, to verify your identity or your eligibility to access and use our Services.
You are fully responsible for all activities that occur under your UPayAccount, including for ensuring that all persons who access and or use our Services through your UPay Account, are aware of the terms and conditions of your Agreement with UPay and comply with them. You will be bound by, and hereby authorise UPay, to accept and rely on, any Instructions, orders, transactions, notices, communications and any other actions initiated, made, provided or taken by anyone who has accessed or used your UPay Account.
You may not register and/or maintain more than one UPay Account without our prior written approval and we may suspend or close your UPay Account if we know or suspect that you are accessing our Services through multiple UPay Accounts. Your UPay Account is personal to you.
We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the Services. However, there are risks that may arise from individual user actions. You agree to keep your UPay Account login credentials safe and secure, and not share them with anyone. You also agree that you alone are responsible for taking necessary safety precautions to protect your own UPay Account and information. You shall be solely responsible for the safekeeping of your UPay Account and password on your own, and you shall be responsible for all activities under your Account. We will not be responsible for any loss or consequences of authorized or unauthorized use of your account credentials. If you lose or forget your UPay Account login credentials, you should immediately contact us on [support@upay.com]. We may require you to prove your identity and that the UPay Account belongs to you before we take any action to restore access to your UPay Account.
You are responsible for keeping electronic devices through which the Services are accessed safe and maintaining adequate security and control of any security details that are used to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic devices and ensuring that such electronic devices are password protected.
We are not liable for any damage or interruptions caused by any computer virus or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available anti-virus software. You should be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
If you know of or suspect: (a) any unauthorised access or use of your UPay Account, or (b) that your UPay Account login credentials have been compromised, you should immediately contact us on [support@upay.com].Following such notification, we will investigate the matter and may require you to take certain actions in order to restore access to your UPay Account. You hereby agree to provide all reasonable assistance and cooperation as we may require or request to restore your UPay Account.
You authorize us to make inquiries, either directly or through third parties, that are deemed necessary to verify your identity or to protect you and/or us against financial crimes and to take action that we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to third parties (such as, credit reference and fraud prevention or financial crime agencies, etc.) and that these agencies may respond to our enquiries in full. Additionally, we may require you to wait certain period of time after completion of a transaction before permitting you to use Services and/or before permitting you to engage in transactions beyond certain volume limits.
7. Information and Changes
You must, in connection with the UPay Account registration process, and thereafter upon our request, provide such information and documentation about you including (but not limited to) information to verify your identity, your beneficiary owner’s identity, your director’s identity residential address, principal place of business, financial status and source of wealth, source of funds, activities, as we may require or request from time to time (the “Counterparty Information”).
You undertake unconditionally to provide such Counterparty Information as we and/or any third party service providers who we engage to perform customer due diligence, may require or request from time to time, whether (a) on registering a UPay Account; (b) prior to execution of any transactions; (c) in relation to any suspicious activity relating to your UPay Account; (d) in connection with any compliance reviews that we carry out; (e) as a result of any changes to Counterparty Information that you previously provided to us; or (f) for any other reasons.
As part of the UPay Account registration process or any time thereafter, you may be redirected to a website maintained by a third-party service provider who we have engaged to perform customer due diligence and be requested to submit the Counterparty Information to our third party service provider. Our third party service provider may give us copies of all Counterparty Information that you have shared with it.
You hereby confirm that all Counterparty Information you provide to us and our third party service providers will be true, complete and up to date and any supporting documentation shall be authentic and not modified in any way. You further undertake to provide us with at least seven (7) Business Days’ prior written Notice of any material changes to the Counterparty Information, unless otherwise agreed and approved by us in writing. If you fail to provide any Counterparty Information, we or our third-party service providers shall have the right to send you a notice to demand corrections, remove relevant information directly, provide missing information etc., as the case may be, we may suspend the provision of our Services until and unless such Counterparty Information is provided. You shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the Counterparty Information provided.
We and/or our third-party service providers may make all necessary inquiries and run further checks on your identity and/or the ownership, and background of your business by contacting and consulting relevant registries, Regulatory Authorities or other resources that are available to us.
If we or our third party service providers have any reason to believe that any Counterparty Information that you have provided us wrong, inaccurate, incomplete or outdated, we may require you to provide corrected, updated and complete information. If you fail to comply with any such request, it may delay or even prevent the registration of your 8UPay Account, or if you already have a UPay Account, we may suspend or close your UPay Account.
We and/or our third-party service providers may disclose any and all Counterparty Information provided by you to any national or international Regulatory Authority as required by Applicable Laws.
8. Service Fee
UPay makes money when you use our Services provided by or through our Site. We will charge necessary fees for the provision of such Services in accordance with the relevant documents, agreements and/or relevant rules and instructions on the platform page during the service process (“Service Fees”). For details, please refer to relevant information on the agreements for related Services, fee disclosure related documents made available on the Site, and/or instructions on the order or checkout page. The foregoing is hereby expressly incorporated into these Terms, as may be amended from time to time. You agree that we have the right to adjust specific matters such as the type or amount of the aforementioned Services Fees from time to time, and to make announcements and modifications in accordance with this Agreement and relevant rules. If you continue to accept our Services, you are deemed to agree to the updated terms.
Generally, in relation to the Service Fees:
（a）You agree to pay the Service Fee agreed between you and UPay.
（b）Any Service Fees that we quote for execution of a transaction shall subject to subparagraphs 8(c) and 8(d) below, constitute the total fees (including any spreads, commissions, fees and/or expenses) payable to us for such transaction.
（c）Our Service Fee does not include any taxes, levies, duties or other assessments of any nature, including for example value-added, sales, use, consumption or withholding taxes assessable by any jurisdiction (“Taxes”). You are responsible for paying all Taxes associated with any transaction that you carry out through the use of our Services.
（d）Notwithstanding the above, an extra fee or expense may be incurred and charged by an independent third party including (but not limited to) your bank in connection with any transfers performed in relation to a transaction (whether settlement of such transaction finally occurs or not). Additionally, the transfer of Digital Assets on the applicable blockchain network may be subject to transaction processing costs (“Gas Fees”), which are not included in our Service Fees. You acknowledge and agree that you will be ultimately responsible for the payment of any Gas Fees and such extra fees to third parties associated with a Digital Asset Transaction performed through the use of our Services and you will reimburse us for any such fees that we have incurred or paid on your behalf.
（e）We reserve the right to adjust the Service Fees and any applicable waivers at any time.
9. Prohibited Use of our Services
You shall not use our Services for any illegal purposes, including (without limitation):
(a) activities related to human trafficking; money laundering, terrorist financing, proliferation of weapons of mass destruction;
(b) manufacturing, transporting, developing, buying, selling, or otherwise facilitating any of the foregoing activities in relation to any goods or services that are illegal, or the promotion, offer or marketing of which is illegal;
(c) the promotion, creation, dissemination or otherwise exploitation of any material or content that is illegal, obscene, pornographic, depicts paedophilia or other sexual content relating to children and/or minors, contains any propaganda promoting or glorifying war or violating human rights and/or dignity;
(d) any activity that would violate the Intellectual Property Rights or other rights of any third party;
(e) archaeological findings;
(f) drugs, narcotics or hallucinogens;
(g) weapons of any kind;
(h) illegal gambling services;
(i) Ponzi, pyramid or any other “get-rich-quick” schemes;
(j) goods that are subject to any trade embargo;
(k) media that is harmful to minors and violates Applicable Laws;
(l) body parts or human remains;
(m) the exploitation of endangered and protected animals or plants; or
(n) any other activity relating to illegal goods, services or transactions.
Without prejudice to the foregoing, you hereby agree that you shall not (a) use our Services to finance, engage in, or otherwise support any of the activities referred to in this clause 9; and (b) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or otherwise access or attempt to gain access to any data, files, or passwords related to us through hacking, passwords or data mining, or any other means.
10. Authorization, Reversal and Cancellation by You
You acknowledge and agree that all instructions received from your UPay Account will be treated as have been provided or authorized by you and you are fully and solely responsible for any losses arising from or in connection with such instructions.
You authorize us to initiate the purchase at the quoted purchase price, or initiate the sale at the quoted sale price, or exchange at the quoted rate by proceeding the orders to the next step on the Site. You also authorize us and/or our partnered financial institutions to receive and debit any and all of fees disclosed to you.
You cannot cancel, reverse, or change any transactions once you submit the orders for the execution on the Site to continue the purchase, exchange, or the sale. You are responsible for ensuring that there are sufficient funds and/or assets to make the transaction, otherwise the transaction may not be fully fulfilled, and may be completed or cancelled.
11. Errors
Where there is an error caused by a system failure or any other reasons in an order confirmation, processing your transaction, or otherwise, we reserve the right to correct such error and revise your transaction accordingly or to cancel the transaction and refund any funds received.
12. Refund
All transactions made through our Services are final. No return or refund will be supported for your transactions, except as otherwise provided in the TOU. Where we deliver to you any excess Digital Assets, Fiat Currencies, or other assets for any reason whatsoever, you agree that you will repay any excess amount to us and/or we may deduct such amount from any amount of Digital Assets, Fiat Currencies or other assets which is owed to you by us, or by our partnered financial institutions or by any of UPay affiliates.
13. Suspension, Termination and Closure of Your UPay Account
We may suspend, restrict or terminate your access to and use of any or all of the Services, and/or de-activate and close your UPay Account with immediate effect for any reason, including but not limited to where:
（a）we reasonably believe that we need to do so in order to protect our reputation;
（b）we are, in our reasonable opinion, required to do so by Applicable Laws or pursuant to an order or direction from any Regulatory Authority to which we are subject in any jurisdiction; or
（c）we reasonably suspect that an Event of Default has occurred or is likely to occur;
（d）we have concerns that an order is erroneous or about the security of your UPay Account;
（e）we suspect that you use our Services in a fraudulent or unauthorized manner, or for any illegal activities;
（f）use of your UPay Account is subject to any pending litigation, investigation, or government proceeding
（g）if we receive legal documentation confirming your death or other information leading us to believe you have died;
（h）due to other reasons as indicated anywhere in the Agreement or applicable laws.
On closure of your UPay Account, your Agreement with UPay shall terminate and you shall no longer be entitled to access and/or use our Services. However, any clauses forming part of your Agreement with us that are intended to survive termination (whether expressly or by implication), shall remain in full force and effect.
We will make reasonable efforts to inform the you of any such termination and / or suspension and / closure in advance, or if this is not practicable, immediately afterwards and give its reasons for such actions, unless informing you would compromise security measures or is otherwise prohibited by law or regulatory requirements.
14. Cancellation, Suspension, or Termination of Your Transactions
During the business relationship between you and UPay a transaction may be immediately cancelled, suspended or terminated by us prior to it being executed under the following circumstances:
（a）we reasonably believe that your use of our Services is in violation of any Applicable Laws;
（b）you fail to make any required payment or deliver any agreed assets as required;
（c）an Encumbrance is known or suspected to exist on the Digital Assets, Fiat Currency, or other assets you deliver to us;
（d）in our reasonable opinion, the performance or enforcement of any rights or obligations under these TOU, or otherwise related to the provision of Services to you is likely to contravene Applicable Laws;
（e）we are required to terminate a transaction (or any part thereof) pursuant to an order or direction from any Regulatory Authority (whether or not the request is legally binding on us);
（f）we consider it necessary, in our sole and absolute discretion (to be exercised in good faith), to terminate a transaction to maintain the security and integrity of our Services or systems;
（g）we reasonably believe that an Event of Default (as set out in clause 15 above) has or is likely to occur; or
（h）due to other reasons as indicated anywhere in the Agreement or applicable laws.
If we cancel, suspend or terminate any Digital Asset Transaction prior to its execution in accordance with this clause 14, we will give you notice and set out the reasons for such cancellation, suspension or termination, unless we are prevented from disclosing such information to you under Applicable Law or pursuant to an order or direction from any Regulatory Authority.
You agree that we shall have no liability or responsibility for refusing to complete and/or cancelling and/or terminating your transaction, reversing a transaction, suspending, restricting, or terminating access to the Services (including freezing and locking funds and/or assets in your UPay Account), and/or terminating your UPay Account for the reasons anywhere in the TOU or the Agreement.
15. Event of Default
Each of the following events is deemed as an “Event of Default”:
（a）any information or documentation that you provide to us (when registering a UPay Account or at any time thereafter) is incorrect, incomplete or misleading;
（b）where you fail to comply with any provision of, or perform any obligation under this TOU in connection with any transactions;
（c）any representations and/or warranties made by you cease to be true or accurate in any material respect; or
（d）we receive notice or have reason to suspect that any Fiat Currency, Digital Assets or other assets that you transact with through the use of our Services are Encumbered, is the subject of an ownership dispute with another person, stolen or otherwise were not lawfully acquired by you, or directly or indirectly linked to an illicit source.
16. Indemnity
You agree to defend, indemnify, and hold harmless UPay and our affiliates, and each of their and our past, current and future employees, directors, agents and representatives (each an “Indemnified Party”) from and against any losses incurred or suffered (whether directly or indirectly) by such Indemnified Party to the extent that any such Loss arises out of or in connection with:
（a）the occurrence of an Event of Default;
（b）your breach of any of representations and warranties set out in these TOU;
（c）your breach of any Applicable Laws; or
（d）any act or omission on your part (including any default, negligence or fraud).
17. Your Representations and Warranties
You hereby represent and warrant to UPay:
（a）the Counterparty Information that you provide to us and/or our third party service providers is true and complete in all respects, except to the extent that you have given us prompt Notice of any changes to such information in writing;
（b）these TOU, together with the other terms and conditions incorporated by reference into these TOU, other terms and conditions published on our Site from time to time and forming part of your Agreement with UPay constitutes and creates legally binding obligations on you and are enforceable against you;
（c）you understand the nature and risks of the subject matter of these TOU and transactions, and are capable of assuming, and will assume, all risks associated with the TOU, the use of our Services and any transactions, including (without limitation) those set out in the Risk Disclosure Statement;
（d）neither the entry into the Agreement with UPay, nor completion of any transactions through the use of our Services, does not or will not violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which you are subject, or conflict with, violate or constitute a default under any agreements, debt or other instrument to which you are a party;
（e）you enter into this TOU in your own capacity for your own benefit;
（f）you will not knowingly or recklessly use and/or take advantage of a technical or technological error, loophole or glitch on our Site or our Services. You agree and undertake not to:
use or upload, in any way, any software or material onto the Site, in particular those that contain, or which you have reason to suspect contain, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Site’s data or damage or interfere with the operation of another user’s computer or mobile device or the Site);
post, promote or transmit any materials or information through the Site which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under Applicable Laws or which are otherwise objectionable; or
use the Site other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other Applicable Laws.
（g）you agree to comply with all guidelines, notices, rules and policies pertaining to the use and/or access of the Site and the Services. You hereby acknowledge that we may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or remove the Site (whether in whole or in part), and shall not be liable if any such upgrade, modification, suspension or discontinuation prevents you from accessing the Site or any part thereof;
（h）You acknowledge and agree that any records created and maintained by us of the communications, transactions, instructions or operations made or performed, processed or effected through the Site or in relation to the Site by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations;
（i）you are the sole legal and beneficial owner of all funds and assets deposited, traded, transferred or delivered with good and marketable title free of any Encumbrances thereto, and you have the absolute right to buy, sell, exchange, assign, convey, transfer and deliver such funds and assets free and clear of any Encumbrances;
（j）unless expressly agreed by us, no third party agent, broker, finder or other entities acting on your behalf is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee from us in connection with any transactions that you perform through the use of our Services;
（k）you agree, understand and acknowledge that we do not provide and will not provide any investment advice in connection with our Services and you are solely responsible for any and all decisions that you take to deposit, trade, exchange, or withdraw through the use of our Services;
（l）you have adequate information to make an informed decision to use our Services and enter into a transaction. You are solely responsible for your decision to undertake each transaction and you confirm that you have evaluated and understand all risks related to each transaction;
（m）other than as expressly set forth in these TOU, you acknowledge that you have not relied on any statements or other representations by us (whether written or oral, except those expressed in these TOU) when entering into any transactions;
（n）you will not carry out any transactions involving or by the use of our Services where any of such transactions is likely, or you have reasonable grounds to believe it to be illicit, or in contravention of anti-money laundering regulations, Sanctions or any other Applicable Laws; and
（o）any cards linked to your UPay Accounts or bank accounts used during our provision of Services are under your name, and belong to yourself rather than any third party.
18. Limitation of Liability (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
（a）Neither UPay, nor any of our affiliates, group companies or their past, current or future respective directors, employees, agents and representatives shall be liable for any damage or losses caused by errors or omissions in any information, or instructions provided by you in connection with your use of our Services, or any action taken by UPay at your direction or pursuant to your instructions.
（b）Under no circumstances will UPay or our affiliates, group companies and their respective past, current or future directors, employees, agents and representatives be liable any for any indirect, special or consequential losses of any kind arising from your use of our Services, including (without limitation) loss of profit, income, revenue, anticipated saving, loss resulting from business interruption, depletion of goodwill, pure economic loss or any like loss. UPay will not be liable for any delay, loss or damages to the extent such delay, loss or damages are attributable to your acts or omissions, or the acts or omissions of any third party.
（c）Notwithstanding the foregoing, to the fullest extent permitted by Applicable Law, our total aggregate liability and the total aggregate liability of UPay’s affiliates (and our and their respective employees, directors, agents and representatives) arising out of or in connection with these TOU and/or the Agreement, whether in contract or in tort or other legal theory, shall not exceed the total amount of Service Fees that you have paid to us in connection with your use of our Services during the previous month immediately preceding the event giving rise to the claim for liability.
（d）Nothing in these TOU shall limit or exclude liability for any matter in respect of which it would be unlawful to limit or exclude liability under Applicable Law.
19. Data Protection and Privacy
We respect and endeavour to protect your privacy. We are the “data controller” and will be responsible for personal data collected from you. As the data controller, we will determine the means and purpose of processing your personal data and implement the organizational and physical security measures in compliance with the Applicable Laws in relation to data protection, our Privacy Policy . Please refer to our Privacy Policy for details in terms of how we collect, use, store and retain your personal information.
20. Intellectual Property
（a）Except for any User Content provided by you, all Intellectual Property Rights arising out of or in connection with our Services and/or our Site, including, but not limited to, website logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the Intellectual Property Rights of software compilation, associated source code and software (including small applications and scripts) shall be owned by UPay or its licensors.
（b）UPay grants you a limited, non-exclusive, non-sublicensable, non-transferable, royalty free licence to access and use our Services for lawful purposes in accordance with these TOU. You may not re-sell, distribute, copy, share, reverse engineer, modify or create derivative works of our Intellectual Property Rights in any way or by any means. You may not use any name, mark, logo or domain name that is in any way similar to UPay s marks, logos and domain names. You must refrain from any action or omission that may dilute, damage or interfere with UPay ’s Intellectual Property Rights. The licence granted under this clause 20 (b) shall automatically cease and be revoked if your UPay Account or the use of our Services is suspended or terminated for whatever reason.
（c）You shall not illegally use or dispose of UPay’s, or any other person’s, Intellectual Property Rights in connection with your use of our Services. For any information that you publish on our Site, you may not publish or authorise other websites (or media) to use such information in any manner whatsoever.
（d）Your logging onto your UPay Account or use of any of our Services shall under no circumstances be deemed to constitute a transfer or assignment of any of our Intellectual Property Rights to you.
21. User Content
In the event that you post, provide, submit, upload or otherwise publish any information, text, data, materials, images or other content on our Site or in connection with your use of our Services (“User Content”), you represent and warrant that (a) you own or have the right to grant a right to use such User Content as set out in these TOU; and (b) the User Content and its use by UPay as licensed in this clause 21 does not and will not violate, misappropriate or infringe the Intellectual Property Rights of any third party.
You hereby grant UPay a royalty free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner any User Content.
UPay reserves the right to remove any User Content from its Site or the Services at any time in our sole discretion.
22. Third Party Content
For your convenience, we may display third party content, data, adverts, links, promotions, logos, products, services, branding, offers or other materials and information in connection with your access and use of our Services. UPay does approve of, control, endorse or sponsor any third parties or their content and makes no representations or warranties in relation to such third-party content.
We are not responsible for the content of any third party websites that may be linked via our Services, nor should you assume that we have reviewed or approved such third party websites or their content, nor do we warrant or represent that the links to such websites work, are secure or up to date. You click any links ad visit any websites at your own risk.
23. Disclaimers
Our Services are provided “as is” and except for the warranties expressly set out in these TOU, all other warranties of any kind (whether express or implied and including, without limitation, warranties relating to satisfactory quality, fitness for purpose or merchantability) are excluded to the maximum extent permitted by Applicable Law.
Without limiting the foregoing, we make no warranty that (a) our Services will meet you requirements; (b) our Services will always be available or uninterrupted, timely, secure or otherwise error-free, (c) our Services will be free of any viruses, vulnerabilities or other harmful components; (d) any Fiat Currency, Digital Assets, or other assets transferred to you in connection with your use of our Services is free of any Encumbrance and not the subject of a dispute or claim.
Although we will use reasonable endeavours to maintain the accuracy of any information and content provided through our Services, we do not warrant that such information and content shall be accurate, reliable, up-to-date or adequate. UPay shall not be liable for any Loss or damage that you may suffer or incur (whether directly or indirectly) from your use of such information and content.
By accepting these TOU, you acknowledge that we are not and to any form cannot be considered as financial advisor company, or an investment company or fund. By providing the Services we do not provide financial advice in any form.
You are aware that the UPay Account is not a bank account, payment account, electronic money account or interest-bearing account and it cannot be associated with these types of accounts and their benefits, including, but not limited to, payment of interest, protection by law, deposit and investment insurance.
24. Force Majeure
UPay shall not be liable or responsible to you, or be in breach of these TOU, for any failure, delay, interruption or unavailability in the provision of Services or the performance of our obligations hereunder, if and to the extent the foregoing is caused by or results from acts beyond our reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any Fork or vulnerability affecting the underlying software protocols governing the operation of any Digital Asset from time to time; (e) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; (f) action by any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction; or (g) other circumstances affecting the supply of goods or services.
25. Tax & Regulatory Matters
We do not make any representation, warranty or otherwise whether the transactions that you carry out through our Services will be subject to any taxation of whatever nature by any authority anywhere in the world. You should obtain independent advice with respect to all Tax and other implications concerning such transactions and/or the use of our Services.
It is your sole responsibility to determine what (if any) Taxes apply to you in connection with any transactions and/or the use of our Services. You are solely responsible for the assessment, collecting, reporting, payment and/or remittance of the correct Taxes to the relevant competent tax authority in respect of your transactions and use of our Services. We are not obligated to, nor will we, provide any tax advice to you, determine whether Taxes apply, and we will not calculate, collect, pay or remit any Taxes to any tax authority arising from any transactions, which is strictly your sole liability unless a tax authority and/or Applicable Law requires us to make any form of deduction or payment in respect of the Tax for which you are liable. In the latter case, you shall increase the amount payable to make up such deduction or payment so we receive the same amount as we would have received if no deduction or payment had been required. We may make such deduction and/or payment to a relevant competent tax authority and you shall indemnify and reimburse us for such payment/deduction and any costs relating to the same, and agree that we shall be entitled to set off such payment in accordance with this clause 28 from any amounts due to you. In the event a tax authority requires information from us in relation to you and/or a transaction, you hereby agree that we may provide such requested information.
We do not make any representation or warranty regarding any requirement for you to register, obtain or maintain any kind of licence, authorisation or other consent from any Regulatory Authority anywhere in the world in connection with your use of our Services. You should obtain independent advice with respect to your regulatory standing and you shall be solely responsible for your own compliance with any regulatory rules that may apply to you.
26. Release
We are not responsible and will not become involved in any disputes between users of our Services. If you have a dispute with any other users, you release us, our affiliates and our third-party service providers, as well as each of our and their respective past, current and future officers, directors, agents, employees and representatives, from any and all claims, demands and damages (actual or threatened) arising out of or in any way connected with such dispute.
Where we are required pursuant to Applicable Law to become involved in any dispute between you and another user of our Services, you agree to indemnify us for all costs and expenses (including legal fees) that we may incur.
27. FAQs
If you have any questions about these TOU, the Agreement or our Services, you may wish to consult the FAQ page on the Site or alternatively contact our helpdesk at [support@upay.com].
28. General
（a）Subcontracting
We are entitled to make use of third parties as subcontractors or to provide services to us that we use in connection with the provision of our Services to you, and to change those third parties from time to time.
（b）Amendments
We may amend these TOU from time to time in our sole discretion due to changes to our Services, regulation and/or for any other reason. If we do, we will post the updated version of these TOU on the Site and you are sole responsible for checking the latest version from time to time.
Any amendments to the TOU shall take effect immediately after posting the updated version of these TOU on the Site unless otherwise notified by us. You continued use of our Services following the effective date of such amendments shall constitute your acceptance of the amendments. If you do not agree to any amendments to these TOU, you should cease using our Services and close your UPay Account. Please check our Site for the latest version of these TOU each time you access our Services so that you are familiar with the version that applies at that time.
（c）Third Party Payments
We do not make any payments or deliveries to a third party other than yourself.
（d）Assignment, Successors and Assignees
This TOU shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. UPay may assign, transfer or otherwise deal with its rights under these TOU without your prior written consent. If you are not satisfied with any assignment, transfer or other dealing as contemplated by this clause, you should stop using our Services immediately. You may not assign, transfer or otherwise deal with your rights and/or obligations under these TOU without the prior written consent of UPay, such consent to be subject to UPay’s sole and absolute discretion. Any assignment, transfer of rights under this TOU or the creation or variation of any interest in such rights in violation of this clause 28(d) shall be null and void.
（e）No Partnership or third party rights
These TOU do not create any agency, partnership, employment or fiduciary relationship between you and UPay. Save as expressly provided in these TOU, these TOU do not confer any third party rights.
（f）Severability
If the whole or any part of a provision of this TOU is void, unenforceable or illegal in a jurisdiction, it shall be deemed severed for that jurisdiction. The remainder of this TOU shall remain in full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this TOU or is contrary to public policy.
（g）Governing Law
This TOU shall be governed by, and construed and enforced in accordance with, the laws of the United States of America, without giving effect to the principles of conflicts of law thereof. If any controversy, claim or dispute arises out of this TOU, you and UPay shall first use best efforts to communicate with each other and negotiate in good faith to resolve such controversy, claim or dispute. Otherwise, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the United States of America.
（h）Remedies cumulative
The rights, powers and remedies provided in this TOU are cumulative with and not exclusive of the rights, powers or remedies provided by laws.
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