Contrato do Usuário do OneKey Card

March 1st, 2024

IMPORTANT NOTICES

  1. PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.
  2. ALWAYS KNOW THE EXACT DOLLAR AMOUNT AVAILABLE IN YOUR ONEKEY WALLET TO BE TRANSFERRED TO THE CARD FOR PURCHASE TRANSACTIONS. MERCHANTS MAY NOT HAVE ACCESS TO DETERMINE THE CARD BALANCE.
  3. BY ACCEPTING, SIGNING, OR USING THIS CARD, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

This OneKey Card Cardholder Agreement ("Agreement") is made between you ("User") and OneKey. In this Agreement (a) "we" and "us" refer to OneKey and "our" shall be construed accordingly, and (b) "you" refers to User, and "your" shall be construed accordingly. Each of you and OneKey shall hereinafter be referred to as a "Party", and collectively, you and OneKey shall hereinafter be referred to as the "Parties". The Card is non-transferable, and it may be canceled at any time without prior notice subject to applicable law. Please read this Agreement carefully and keep it for future reference. 

Important Disclosure: The OneKey Card service is offered by Qbitech. In the event of any dispute related to the service that cannot be resolved by us, you may contact: support@ipeakoin.com

1. DEFINITIONS

"Account Opening Documentation" means any and all information, documents or materials provided by you from time to time via the Site, official website or any other means, for the purposes of and in relation to our and the Issuer’s onboarding process and your OneKey Card account opening.

"Amendment of these Terms": We may amend or modify this Agreement at any time by posting the revised agreement on the OneKey official Site and/or providing a copy to you (a "Revised Agreement"). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. 

"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with a person, and "control" means any person, owning directly or indirectly more than 50% of the issued shares of or economic interest in such company or entity or controlling its board of directors or other governing body or being able to exercise more than 50% of the votes generally exercisable by shareholders of the relevant company or entity and "controlling" and "controlled" shall be construed accordingly.

"Agreement" means the Terms and Conditions together with the Account Opening Documentation and the Fee Schedule.

"AML/CTF Requirements" means the requirements of any legislation, regulation or rule applicable to you relating to anti-money laundering, counter-terrorist financing, anti-bribery, fraud, any other financial sanctions or any similar regulatory aspect.

"Applicable Laws" means any applicable law, rule, statute, subordinate legislation, regulation, by-law, order, act, 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 any person (including all parties to these Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority.

"Card Data" means the card number, expiration date, and Security Code of a OneKey Card.

"Card Network" or "Visa" and "Mastercard" means the Visa or Mastercard International credit card network"

"Card Network Rules" means the bylaws, rules, regulations, orders, requirements, and interpretations issued by the Card Network or otherwise communicated to the Issuer and which are applicable to the acceptance of Card Transactions by the Merchants and related matters, as amended from time to time by the Card Network.

"Designated Address(es)" means your personal cryptocurrency address(es) provided by IpeaKoin.

"Fees" means all fees imposed by us and IpeaKoin and/or the Card Network in relation to the use of the Services, the OneKey Card, and the OneKey Card Account.

"Force Majeure Event" means an event or failure that is beyond our control and includes (i) natural disasters, legal or governmental actions; (ii) failure or disruption in public or private communication networks, channels, or information systems; (iii) actions or omissions of a party for which we are not responsible; (iv) delays, failures, or disruptions in third-party services and websites; (v) labor disputes, wars, terrorist acts, and riots; (vi) viruses, malware, or other harmful computer codes, or the unauthorized access to any part of the Services.

"Hong Kong" means the Special Administration Region of Hong Kong, People’s Republic of China.

"OneKey Card" means the OneKey Visa® or Mastercard® Debit Card, being a virtual Debit Card, which is issued to you by the Issuer. And OneKey Card is a virtual Card through the OneKey Site or App. A virtual Card is an online representation of the Card that you may use to purchase goods or services or make payments by telephone or online, without presenting your physical Card. 

"OneKey Card Account '' means the account provided and managed by IpeaKoin, which allows OneKey Card cardholder to store available types of cryptocurrency and fiat currency, the balance of which will subsequently be used to settle the user's Card Transactions.

"OneKey Card Account Balance" means the total amount of funds held in your OneKey Card Account as may be increased or decreased from time to time according to the Agreement.

"include/including" means to include without limitation. 

"IIntellectual Property Right(s)" means, with respect to any thing, material or work (hereinafter, the "Work"): any and all (i) worldwide copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights and legal protections in and to such Work including but not limited to all rights under treaties and conventions and applications related to any of the foregoing; (ii) all patents, patent applications, registrations and rights to make applications and registrations for the foregoing; (iii) all goodwill associated with the foregoing; (iv) all renewals, extensions, reversions or restorations of all such rights; (v) all works based upon, derived from, or incorporating the Work; (vi) all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto; (vii) all causes of action, either in law or in equity for past, present or future infringement based on action, either in law or in equity for past, present or future infringement based on the Work; (viii) rights corresponding to each of the foregoing throughout the world; and (ix) all the rights embraced or embodied therein, including but not limited to, the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, prepare derivative works from the Work, together with all physical or tangible embodiments of the Work.

"Issuer" means Qbitech, a Wyoming corporation located at 30 N Gould St, Ste N, Sheridan, WY 82801, as the OneKey Card issuer under the Visa/Mastercard Network.

"Merchant" means a retailer, merchant, or other supplier of goods and/or services that accepts payment by means of a card, card number, PIN, or card and signature.

"Merchant’s Bank" means the financial acquirer used by the Merchant to receive payments arising from transactions.

"OFAC" shall have the meaning ascribed to the term in Clause 18.4.

"Personal Data" means any information relating to an identified or identifiable natural person ("data subject"); an identifiable natural person can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person and which is processed by us and/or by our Affiliates, authorized service providers and relevant third parties.

"Security Code(s)" means the unique login usernames and passwords you will be prompted to create to use the Services.

"Site" means the OneKey Card website at https://card.onekey.so

"Terms" means these terms and conditions.

"Transaction History" means your transaction history and details on your OneKey Card.

2. APPLICATION/REGISTRATION

2.1 By using the Services, you agree and represent that you will use your OneKey Card and the Services only for yourself, and not on behalf of any third party. You are fully responsible for all activities that occur under your account. We may, in our sole discretion, refuse to issue a OneKey Card or open an account for you, or suspend or terminate all or part of the Services, including your access to your account thereto, where we reasonably consider it necessary.

2.2 To use OneKey Card and/or the Services, you will need to register for an account and provide us with your legal name, email address, and certain other information (as the case may, as determined in our sole discretion) that is requested as part of the OneKey Card issuance and account opening process to verify your identity, your compliance of AML/CFT requirements and permit us to keep a record of such information.

2.3 You will need to complete certain verification procedures before you are permitted to start using the Services.

2.4 The information required for the OneKey Card issuance and account opening process may include certain personal details, such as your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, and other relevant information. By providing us with this or any other required information, you confirm that the information is accurate and correct. You also agree to keep us updated if any of the provided information changes.

2.5 You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. Additionally, for the purposes of and in connection with this Clause 2.5, we reserve the right to freeze your card for a period amount of time as we deem fit, before permitting you to use OneKey Card and our Services and/or before permitting further transactions.

2.6 Failure to provide any information that we reasonably requested from you after you have become a OneKey Card cardholder shall be grounds for the suspension of the provision of Services to you (including access to your account) and/or the termination of the Agreement. The nature and extent of the information you are required to provide may differ, for example, based on the Services provided to you under the Agreement and/or the means of payment you use.

2.7 By applying for the OneKey Card, you represent and warrant that:

  • 2.7.1 You have read, understood, and agreed to our Privacy Policy which is published on the Site;
  • 2.7.2 You are at least eighteen (18) years of age and can enter into legally binding contracts and reside in a country in which the relevant Services are accessible;
  • 2.7.3 You have the full right, power, and authority to agree to these Terms;
  • 2.7.4 You do not currently hold a OneKey Card (under any same or different name); and
  • 2.7.5 You are not impersonating any other person, operating under an alias, or otherwise concealing your identity;

2.8 By applying for the OneKey Card, you acknowledge and agree that we are entitled, in our sole discretion, to refuse your application for or to suspend, terminate, or limit your use of the Services, and/or to change the eligibility criteria for registration at any time.

2.9 We may confidentially verify the information you provide us with or obtain information by ourselves or through third parties from secure databases. By agreeing to these Terms, you confirm that you have given your consent to us or a third party carrying out such verifications on our behalf.

2.10 You represent, warrant, and ensure that any information provided or will be provided to us or any of our third-party service providers, is always true, accurate, and up to date. If at any time we believe that your information is outdated or inaccurate, we may request further information or request that you go through the verification process again. Failure to complete any step of the registration process may also result in your inability to use the OneKey Card and the Services.

3. USE OF ONEKEY CARD

3.1 OneKey Card is a prepaid card, which allows you to access funds loaded to your Card account. This Card is intended for personal, family, or household use and not intended for fiat currency top-up and withdrawal services. Your Card account does not constitute a checking or savings account. The Card is not a credit card. You will not receive any interest on the funds in your Card account. We may close your Card or refuse to process any transaction that we believe may violate the terms of this Agreement or represent illegal or fraudulent activity. You are responsible for notifying us immediately upon any change to your address, phone number, or email address. The applicable registration addresses are listed on https://help.onekey.so/hc/articles/7449194017423 and we reserve the right to modify the aforementioned address at any time. 

3.2 After registration, you need to follow the Site’s instructions to deposit your cryptocurrencies. Please make sure that (1) only USDC/USDT are supported; (2) your OneKey Wallet address is correct. Otherwise, your deposited funds will not be added to your available balance - nor will it be refunded. Upon receiving your deposit, a third-party service provider will conduct an AML/CTF analysis of your deposit.

3.3 Card Transactions made on your OneKey Card will be settled on the Card Network and you authorize us to debit your OneKey Card Account with the amount of all Card Transactions and any relevant Fees for this purpose. You must not initiate any transactions that exceed the OneKey Card Account Balance. If any purchase made by you exceeds the Card Limits and/or OneKey Card Account Balance, such transaction will be declined. Please note that If a refund occurs during the use of the OneKey Card, there may be several days before you receive the refund. (the specific time is determined by the Card Network)

3.4 You are responsible for all Card Transactions incurred on your OneKey Card. You shall not use your OneKey Card in relation to any transaction or activity that is illegal or prohibited under Applicable Laws in the jurisdiction where such transaction or activity is initiated or in your country of residence. You shall be liable for all Card Transactions whether or not executed with your knowledge or authority, regardless of how such transactions were initiated, including without limitation where arising in connection with any negligence on your part. In this regard, you acknowledge the risk of unauthorized Card Transactions being carried out and accept the risk of such unauthorized Card Transactions. You may contact our customer service for assistance in coordinating with the issuer to resolve the matter in the event of a chargeback. Nonetheless, please be aware that the issuer may charge processing fees (The fees will depend on the charges accrued at the time.).

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

3.6 You are prohibited from using the OneKey Card for the following purposes:

  • 3.6.1 exchange your Card information and CVV for its cash value; 
  • 3.6.2 perform any illegal transactions;

3.7 You hereby understand and agree that we have the right to offer additional services and facilities to you from time to time or modify the existing Services in respect of the use of your OneKey Card which may be subject to additional terms and conditions.

4. THE SITE

4.1 The Site gives you interactive access to your OneKey Card Account. The functions of the Site, which may change from time to time, currently allow you to perform one or more of the following actions:

  • 4.1.1 Request for OneKey Card.
  • 4.1.2 Change the settings associated with your OneKey Card.
  • 4.1.3 View the balance and Transaction History of your OneKey Card.
  • 4.1.4 Request for OneKey Card to be disabled, enabled, or blocked; and/or top up and/or withdraw from your OneKey Card Account.

4.2 You will use the Site only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. Some software components used in the Site may be offered under an open source or other license as we may notify you, in which case your use of those components of the Site shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.

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

4.4 Without prejudice to the foregoing and any other terms in these Terms, you shall be solely responsible and liable for any access to and use of the Site and Services through your device, notwithstanding that such access may have been effected without your knowledge, authority, or consent. We shall not be liable to you for any loss or damage resulting from such use.

5. THE ONEKEY CARD ACCOUNT

5.1 Your OneKey Card Account

  • 5.1.1 Upon successful registration and your continuous compliance with these Terms and Applicable Laws, a OneKey Card Account will be assigned to you by us. You irrevocably agree and authorize us that your OneKey Card account records will at all times be maintained by us.
  • 5.1.2 The OneKey Card is not a debit card supported by a bank account and is not in any way connected to or constitutes a savings account or a checking account. It is also not a guarantee card or charge card. You will not earn any interest on any funds maintained on the OneKey Card and your account.
  • 5.1.3 You acknowledge that neither of us nor the Issuer are acting as a trustee, fiduciary, or escrow agent for your OneKey Card Account or funds deposited by you into the OneKey Card Account.
  • 5.1.4 Statements showing your OneKey Card Account Balance and Transaction History may be accessed via the Site. No paper statements will be provided.
  • 5.1.5 You warrant that all funds deposited by you into the OneKey Card Account are of legal origin and of compliance with Applicable Laws, including but not limited to AML/CFT Requirements.

5.2 Top-Ups and Withdrawal

  • 5.2.1 To top-up your OneKey Card Account, you need to transfer cryptocurrency from your Designated Address(es) into your OneKey Card Account. All top-ups to your OneKey Card Account are final and cannot be reversed once affected.
  • 5.2.2 You can request to withdraw an amount of cryptocurrency from your OneKey Card Account to your Designated Address(es). We will verify your OneKey Card Account Balance and any amount due before we authorize such withdrawal. You acknowledge that such withdrawal may not be authorized if the requested withdrawal amount exceeds your OneKey Card Account Balance.
  • 5.2.3 Such top-ups and withdrawals will be screened for activities that violate AML/CFT Requirements, and you permit us to keep a record of any information we obtain for such screening. We may, in our sole discretion, deny such transactions if they violate AML/CTF Requirements, and any loss will be borne by you.

5.3 Your OneKey Card Account Balance is subject to a maximum limit imposed by us (set out on the Site), which may be amended by us from time to time.

5.4 You are not allowed to initiate any Card Transaction the value of which is higher than your OneKey Card Account Balance. Any attempt to do so will result in the Card Transaction being rejected. 

5.5 You authorize us to debit your balance when:

  • 5.5.1 any Fees are charged to your OneKey Card;
  • 5.5.2 any Card Transaction in respect of your OneKey Card is received from the Card Network, provided that we reserve the right to decrease the account for an amount larger than the original debit transaction to account for any customary industry-type related fees that may apply to such Card Transaction;
  • 5.5.3 regulatory or risk management action is taken by the Issuer and us, at our sole discretion, to comply with Applicable Laws or regulations or to ensure the safety of your funds; 

5.6 We will increase the OneKey Card Account Balance upon:

  • 5.6.1 successful funding of your OneKey Card Account by the process specified in Clause 5.2 above;
  • 5.6.2 cancellation by us, at our sole and absolute discretion, of any authorization held by transactions processed from the Card Network. 

5.7 Please note we reserve the right to modify limits and conversion fees at any time without prior notice to you.

6. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that: 

6.1 ONEKEY LIMITED’s trademarks and logos, and any other logos, service marks, product names, and other proprietary indicia used in the Site (collectively, the "Trademarks") are the property of us;

6.2 the Intellectual Property Rights in and to the Services are either owned by us or licensed to us by third-party licensors;

6.3 unless otherwise provided in these Terms, no Intellectual Property Rights are granted to you in respect of either the Site or the Services; 

6.4 No part or parts of the Site may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works, or otherwise commercially exploited in any manner or by any means, or stored in an information retrieval system without our prior written consent.

7. ELIGIBILITY AND PROHIBITION OF USAGE

7.1 Our Services are intended solely for Users who are Natural Persons aged 18 or older. If you are a Natural Person, by accessing or using our Services, you represent and warrant that you are at least 18 years old. If you are a Natural Person, by accessing or using our Services, you represent and warrant that you are at least 18 years old. If you are registering to use the Service(s) on behalf of a legal entity (e.g. corporate or institutional customers), you represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; you are duly authorized by such legal entity to act on its behalf, such legal entity agrees to be responsible to us if you violate these Terms. You also represent and warrant that you are not on and that you will not transaction with anyone on any trade or economic sanctions lists of any Competent Authority, which includes without limitation: Terrorism and terrorist financing - Islamic State in Iraq and the Levant (Da’esh), Al-Qaida, the Taliban, and associated individuals, groups, undertakings, and entities, any individual or entity designated by the United Arab Emirates ("Local Terrorism List''); and the financing of proliferation of weapons of mass destruction (WMDs) - Democratic People’s Republic of Korea: nuclear-related, other weapons of mass destruction-related, and ballistic missile-related programs; Islamic Republic of Iran: nuclear program; and other sanction lists that may be promulgated by a Competent Authority, including but not limited to the United Nations Security Council, European Union, the Monetary Authority of Singapore, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, or Office of Foreign Asset Control. You agree to provide written certification of your compliance with Clause 7.1 as soon as reasonably practicable when requested by us.

7.2 Note that we may not make the Card Services available in all markets and jurisdictions, and may restrict or prohibit the use of all or a portion of the Services from Restricted Locations, which at this time include Iran, North Korea, Syria, Russia, North Macedonia, Sudan, Venezuela, and Zimbabwe.

7.3 The use of our services in connection with any of the following categories of activities is strictly prohibited. We reserve the right to, at any time and without notice, exercise our sole and absolute discretion to terminate, suspend, or limit your use or the functionality of the services. This includes actions such as freezing or closing your OneKey Card Account, refusing to process any card transactions, or reversing any card transaction that you have initiated. These prohibitions apply to activities related to any of the following prohibited categories: 

  • 7.3.1 use the Site to conduct electronic spamming;
  • 7.3.2 use the Site to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing, or fraudulent activities);
  • 7.3.3 use the Site to upload content that has viruses, malicious codes, immoral or illegal content;
  • 7.3.4 modify or adapt the whole or any part of the Site or combine or disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Site or any components thereof;
  • 7.3.5 use the Site in any manner that would lead to the infringement of our intellectual property rights or those of any third party;
  • 7.3.6 use the Site in a way that could damage, disable, impair, or compromise the Site or the provision of the Services (or the systems or security of the Site or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of us and our Affiliates; incorporate the Site into another other program or application;
  • 7.3.7 engage in any other activities deemed inappropriate by us or which are in contravention of any Applicable Laws.

Please note that If users engage in the activity described in 7.3.2 resulting in account assets being forcibly seized or fined by regulatory authorities, or if funds are frozen due to risk control by third-party service provider Qbitech, OneKey has no authority to refund any account funds.

8. DATA PROTECTION LAW

You acknowledge that we may obtain, collect, and process personal data in relation to you, in connection with this Agreement or the Services. We will process and sometimes update this personal data in accordance with the Privacy Policy. Any changes to our Privacy Policy will be notified to you by posting updated versions on the Site. Accordingly, you represent and warrant that:

8.1 your disclosure to us of any personal data was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date, and relevant when disclosed;

8.2 before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy which is available at https://help.onekey.so/hc/en-us/articles/360002003315-Privacy-Policy;

8.3 From time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us. 

9. LIMITATION OF LIABILITY

9.1 Under no circumstances will we or our Affiliates, employees, officers, directors, or service providers (each, an "Indemnified Party") be responsible or liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, for any loss of profits, loss of revenue, loss of business opportunity, or other losses, for any personal injury or property damage, or for any other damages or losses arising out of, relating to, or in connection with this Agreement or your use of OneKey Card, even if such damages or losses are foreseeable and whether or not any Indemnified Party has been advised of the possibility of such damages or losses, including any damages or losses resulting from your use or inability to use your OneKey Card, OneKey Card Account, the Site, or the Services, or from the unavailability of the computer systems used by any Indemnified Party to provide the OneKey Card, OneKey Card Account, the Site, or the Services to you. You remain responsible for any damage resulting from its usage, even if the card has been rendered inactive.

9.2 Without limiting the generality of the foregoing, (a) each Indemnified Party is not liable for, and hereby denies and disclaims responsibility for, any damages, harm, or losses to you arising out of or relating to hacking, tampering, or other unauthorised access to or use of your OneKey Card, OneKey Card Account, the Site, or the Services or your failure to use or implement anti-fraud measures, security controls, or any other data security measures, (b) each Indemnified Party hereby further denies and disclaims responsibility for all liability, damages, and losses to you or others caused by (i) your access to or use of your account inconsistent with this Agreement, or the Instructions or other information any Indemnified Party may provide you with respect to your account, (ii) any unauthorised access to or use of servers, infrastructure, or Data in connection with the Services, (iii) interruptions to or cessation of the Services, (iv) any bugs, viruses, or other harmful code that may be transmitted to or through the Services, (v) any errors, inaccuracies, omissions, or losses in or to any Data provided to any Indemnified Party, (vi) third-party content provided by you, or (vii) the defamatory, offensive, or illegal conduct of others. To the extent any Indemnified Party is determined to be liable under the Agreement, you agree to limit any liability of the Indemnified Party under the Agreement to your direct and documented damages, and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three month period immediately preceding the event that gave rise to your claim for damages. These limitations on the liability of the Indemnified Party will apply to you regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

9.3 Notwithstanding anything in these Terms, to the extent permitted by Applicable Laws, in no event shall we or any of our representatives be liable to you: (a) for any losses or damage or claims (i) due to an unusual or unforeseeable event, outside the reasonable control of us and the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to Force Majeure Events); (ii) arising from or in connection with: (a) any delay, suspension, discontinuance or failure of the Services; (b) any rejection of the prepaid card; (c) any refusal to process or authorise any transaction for any reason; (d) your inability to initiate or complete any transaction due to system maintenance or breakdown / non-availability of the Site, network, our hardware or software or that of any third parties; (e) use of your device and the services by third parties, whether authorised or unauthorised by you; (f) any theft or loss of your device; (iii) caused by us due to our compliance with Applicable Laws, court orders, and/or Card Network Rules; and (b) arising out of or in connection with these Terms for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties to these Terms, regardless of whether such damages were direct or indirect, foreseeable or unforeseeable, or whether we or our representatives have been advised of the possibility of such damages.

9.4 The OneKey Card and the OneKey Card Account are not subject to and not eligible for any deposit insurance coverage. In the unlikely event that we and/or the Issuer become insolvent, your funds may become valueless and unusable, and as a result, you may lose your money.

10. INDEMNIFICATION

You will, at your own expense, hold harmless, defend, protect, and indemnify each Indemnified Party from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable attorneys' fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by any such Indemnified Party, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit, brought by any third party, caused or incurred by, resulting from, arising out of, or relating to: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in the Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party's Intellectual Property Rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of Applicable Laws by you or any violation of the Card Network rules caused by you; or (e) any other acts or omissions.

11. AMENDMENT

11.1 We reserve the right to amend these Terms and the Fee Schedule, and we will post such updates on the Site. The updated Terms will take effect immediately upon being posted on the Site unless otherwise specified by the Issuer. Additionally, we may, at any time, change, add, or remove any feature or functionality of our Site without prior notice.

11.2 We may prospectively add, delete, or amend the Agreement, including these Terms, at any time. We reserve the right, subject to Applicable Laws, to deliver any notice of changes to existing terms or the addition of new terms to you by posting an updated version of the Agreement with such changes on the Site or any other website we maintain, or by delivering notice of changes to you electronically. Such updated terms will take effect immediately upon posting on the Site unless otherwise specified by us. Your continued use of the OneKey Card and the Services will constitute acceptance of these amended or new terms. You should regularly check the Site to inform yourself of any such changes.

12. ASSIGNMENT

The Agreement, and any rights and licenses granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any of our Affiliates, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.

13. SEVERABILITY

If any provision of the Agreement is determined by any court or governmental authority to be invalid, illegal, or unenforceable, the Agreement will be enforced as if the unenforceable provision was not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.

14. ENTIRE AGREEMENT

The Agreement and any or all supplementary agreements constitute the entire agreement between you, on the one hand, and us, on the other, regarding its subject matter and supersede and invalidate all prior representations, arrangements, understandings, and agreements related to the same subject matter (whether oral or in writing, express or implied). Each party acknowledges that, in agreeing to these Terms, it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

15. WAIVER

15.1 These Terms shall not be waived in whole or in part except where agreed by all parties in writing.

15.2 The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

16. NOTICES AND COMMUNICATIONS

16.1 You shall promptly notify us of any change in your personal information (including residential, office, or mailing address, telephone number(s), fax number(s), and/or email address(es) and any change in your financial and employment status). We have the right to use any contact information mentioned in Clause 18.1 last known by us to communicate with you, such as by email, SMS, fax, or letter.

16.2 By using the Services and the OneKey Card, you agree that we, our related corporations, service providers, contractors or subcontractors may provide you with any notices or other communications relating to your use of the Services and the OneKey Card electronically: (a) via email (in each case to the address that last known to us), SMS message, or telephone call (in each case to the phone number that last known to us), or (b) by posting to the Site. Any statement, notice, or other communication given by us to you will be deemed to have been received by you immediately after transmitting to the email address, mobile phone number (via SMS) or fax number last known to us. 

17. LAW AND LANGUAGE

17.1 These Terms, the Agreement and any or all of the supplementary agreements and any dispute or claim arising out of or in connection with these Terms, the Agreement or any or all of the supplementary agreements (including non-contractual disputes or claims) or the subject matter or formation of these Terms, the Agreement or any or all of the supplementary agreements shall be governed by and construed in accordance with the laws of Hong Kong.

17.2 Only you and us have the exclusive rights to enforce or benefit from any term of the Agreement, as stated in the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong). 

17.3 If at any time any of the terms hereunder or under the Agreement is or becomes illegal, invalid, or unenforceable in any respect, the legality, validity, and enforceability of the remaining terms and conditions shall not be affected thereby.

18. DECLARATION

18.1 You hereby declare that all information provided in the Account Opening Documentation is correct, true, and complete. Any wilful dishonesty may render for refusal of this application or immediate termination of your account.

18.2 You declare you are not a politically exposed person entrusted with a prominent function (such as a head of state, head of government, senior politician, senior government, judicial or military official, a senior executive of a state-owned corporation, and an important political party official, etc.) in any places around the world.

18.3 You declare you are not engaged in high-risk or cash-intensive occupations or the nature of business.

18.4 You declare and warrant that you are not a listed individual subject to an Office of Foreign Assets Control (“OFAC”) list, or any Law, regulation, or other lists of any government agency (including but not limited to OFAC, United Nations, SFC cold shoulder orders). You will not use the card to facilitate illegal transactions in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by OFAC. You undertake to notify us immediately should you become an individual subject to an OFAC list, or any Law, regulation, or other list of any government agency.

18.5 You fully understand that the account opening is subject to satisfactory completion of customer due diligence review and credit assessment. You understand that we reserve the right to terminate your accounts at our sole discretion and shall not compensate you in any case.

 

 

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