Last Updated: 28.04.2025

THIS IS AN IMPORTANT DOCUMENT.
These terms and conditions ("Terms") include critical information relevant to your interactions with us regarding your Account and the Services (as defined in this document). It is essential that you read these Terms thoroughly. Additional terms may apply to specific Services we offer, and these will complement the terms stated here.

You should not interpret these Terms or any related statements as legal, tax, or financial advice. We do not serve as your financial advisor, and you should not consider us in that capacity. It is advisable to consult with your own independent professionals before engaging in any transactions, ensuring you fully comprehend their nature, the contractual relationship, and all relevant terms.

GENERAL TERMS AND CONDITIONS

1. INTRODUCTION1.1 The Account and the related Services are provided to you by the AEGPay group, including ANGRY EVIL GLOBAL TECHNOLOGY LIMITED (a private company limited by shares incorporated in Hong Kong) 2. SCOPE

2.1 These Terms govern your Account and your use of the Services. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. By using any of the Services and/or completing the registration process, you are entering into a legally binding contract with the Group and shall be deemed to have expressly read, understood, and agreed to be bound by these Terms.

2.2 These Terms consist of:

• (a) these general terms and conditions applicable to your Account and Services in general;
•  (b) Part A regarding Custodian Account(s);
• (c) Part B concerning AEGPay Card (including Card Issuance Services);
•  (d) Part C related to Swap Transactions;
• ·(e) Part D for Self-custody Wallet, Smart Contract Vault, and Virtual Account;
•  (f) Part E for Other Third Party Services;
• (g) Part F about Credit Account and Virtual Assets Loan Services;
•  (h) our Privacy Policy;
•  (i) any document outlining Fees applicable to a Service, Instruction, and/or Swap Transactions;
• (j) any additional rules, notifications, guidelines, or terms issued occasionally as part of these Terms; and
• (k) any supplements, additions, annexures, incorporated terms, and notices from the Group, including any Confirmation.

2.3 Subject to mandatory provisions of applicable laws, if there are discrepancies:

• (a) the English version of these Terms will take precedence over any translations;
• (b) specific terms related to a Service will prevail over general Terms; and
• (c) a Confirmation will take precedence over other Terms, unless there is a clear error.

3. THE SERVICES3.1 The Services available to users include various financial activities, such as:

• (a) Custodian Account;
• (b) AEGPay Card (including Card Issuance Services);
• (c) Swap Transactions;
• (d) Management of the Self-custody Wallet and Smart Contract Vault;
• (e) Provision of Virtual Accounts;
• (f) Other Third Party Services; and
• (g) Credit Account and Virtual Assets Loan Services.

3.2 The Group reserves the right to change, modify, suspend, restrict, or discontinue the Services and any features or content at any time and for any reason without prior notice or liability. There is no assurance that specific services or features will always be available.

3.3 Conditions for Services:

• (a) We decide which Services we offer under these Terms, and you need to open and keep an Account with us to use them.
• (b) We may refuse to provide any Service if we think:

  An event has occurred and is continuing
  You gave wrong, incomplete, or misleading information or made a wrong or misleading promise
  You didn't give all the documents and information we asked for or met any conditions we set for the Service
  You didn't provide enough evidence that meets our criteria for the Service

• (c) Without limiting our rights under any other part of these Terms, we may also stop or refuse to provide a Service if we think:

  It doesn't follow the law, including money laundering and terrorist financing rules
  It can be used to avoid the law, including money laundering and terrorist financing rules
  It might lead us to provide Services to someone in a country with wide or territory-wide sanctions that we can't offer Services in
  It might make us connected to someone or something we're not allowed to be connected.

4. ONBOARDING

4.1 To deliver Services to you, we may create an Account (and, where applicable, Custodian Account(s)) in your name or on your behalf. To open and maintain an Account (and, if applicable, Custodian Account(s)) with us and access the Services, you must: (i) complete the relevant application as requested; and (ii) provide any information we reasonably request. It is essential that the information you provide is complete, accurate, and up-to-date.

4.2 We have exclusive authority over the opening, management, and closure of any Account (and, where applicable, Custodian Account(s)). Without limiting the terms outlined within these Terms, we may, at our discretion and without liability, (i) modify, suspend, or terminate your Account (and, if applicable, Custodian Account(s)); (ii) define or adjust the scope of Services available through your Account (and, if applicable, Custodian Account(s)); (iii) determine the types of virtual assets and fiat currencies supported for your Account; (iv) set or modify any limits related to the Account (and, if applicable, Custodian Account(s)) or Services; and/or (v) implement restrictions or conditions on the Account (and, if applicable, Custodian Account(s)).

4.3 Any Account (and, if applicable, Custodian Account(s)) is created and maintained solely for the purpose of providing the Services. Under no circumstances should any Account be considered a banking service or a stored value facility.

4.4 By registering for the Account (and, if applicable, Custodian Account(s)) to use the Services, you represent and warrant that:

• you acknowledge that promoting and/or distributing the Services outside of Hong Kong may require a license, and you confirm that you are accessing and registering on your own initiative, without solicitation or promotion from the Group or its affiliates;
• you are an authorized user of the Services who has completed the registration process and received an approval email from us;
• you have read, understood, and accepted our privacy notice, which is available at https://www.AEGPay.com/policy/; (what policy should we make?)
• you meet the minimum age requirement as per all applicable laws for using the Services and other offerings in these Terms;
• you possess the full right, power, and authority to accept these Terms;
• you are the authorized user of the Enabled Device;
• you fully understand and accept the risks associated with using the Services and the Self-custody Wallet;
• you do not currently possess an AEGPay Card under any name; and
• you are not impersonating anyone, using an alias, or concealing your identity in any manner.

4.5 Additionally, you agree to provide us with any information and documents we may request from time to time, including those necessary for compliance with applicable laws.

4.6 You agree to cooperate with all requests from us or our third-party service providers regarding your use of the Services. This may include providing additional information to verify your identity or confirm the sources of your funds and transactions. This might involve steps to confirm ownership of your phone number or payment methods, or validating your information through third-party databases.

4.7 We reserve the right to decline your application, suspend, terminate, or limit your use of the Services, and to alter the eligibility criteria for registration at any time, at our sole discretion.

4.8 We may verify the information you provide either directly or through secure third-party sources. By agreeing to these Terms, you consent to such verifications being carried out.

4.9 You must ensure that any information you give us or our third-party service providers is accurate and current. If we believe your information may be outdated or incorrect, we will reach out to you for further details or to repeat the verification process. Not completing any part of the registration process may prevent you from using the Services.

5. THE APP

5.1 The App features, which may change occasionally at the Group's discretion and without prior notice, allow you to perform one or more of the following actions (as applicable), including but not limited to:

• (a) request AEGPay Cards;
• (b) change settings related to your AEGPay Cards, such as setting and changing your AEGPay Card PIN;
• (c) conduct Swap Transactions;
• (d) view your Transaction History by month (the Group will not provide paper statements);
• (e) request the enabling, disabling, or blocking of Services;
• (f) load your Custodian Account (including a Debit Account and a Credit Account);
• (g) deposit Virtual Account Deposits into your Virtual Account;
• (h) top-up or withdraw virtual assets and fiat currency to or from your Custodian Account(s);
• (i) withdraw fiat currency from transactions in your Virtual Account or from proceeds of Swap Transactions;
• (j) transfer fiat currency from your Virtual Account to another user's Virtual Account; and
• (k) access any Other Third Party Services through Third Party Service Providers.

5.2 Always subject to your ongoing compliance with these Terms, the Group grants you a limited, non-transferable, non-exclusive license to use the App, as owned by or licensed through the Group, on your Enabled Device and solely for your personal use, in accordance with these Terms. All other rights not expressly granted to you are reserved.

5.3 Some software components used in the App may be available under an open source or other license as notified to you, in which case your use of those components will be subject to those terms only in the case of any inconsistencies between these Terms and those terms.

5.4 You recognize and agree that your use of your Account and the Services is always contingent on your compliance with these Terms and all other applicable terms.6. YOUR DEVICE

6.1 You acknowledge and agree that, regarding your use of the App, you are responsible for the following at your own expense:

• (a) obtaining all necessary hardware, software, and communication services required for your use of the App in accordance with these Terms;
• (b) installing antivirus or other mobile security software on your Enabled Device to safeguard against security vulnerabilities that may arise from your use of the App in accordance with these Terms; and
• (c) promptly installing updates and patches for both the App and your Enabled Device.

6.2 Without affecting the above and any other clauses in these Terms, you will be solely responsible for any access to and use of the App and Services via your Enabled Device, even if such access occurs without your knowledge, authority, or consent. The Group will not be liable for any loss or damage resulting from such use.

6.3 If you discover that your Enabled Device is lost or stolen, or has been accessed or used without authorization, you must notify us of the loss/theft or unauthorized access/use by contacting us at support@aegpay.com Additionally, if your Enabled Device has been accessed or used in an unauthorized way, you should immediately reset the password on your Enabled Device.

7. FEES

7.1 Your use of the Services may be subject to certain Fees, which will be debited from your Wallet Balance, Smart Contract Vault Balance, or Virtual Account Balance (as applicable), deducted at the settlement of your Card Balances, completion of the Swap Transactions, or otherwise charged to you separately. You undertake to settle any outstanding Fees immediately upon request, failing which we reserve the right to suspend your use of the Services until all such outstanding Fees have been settled. The list of applicable Fees is set out in the relevant fee schedules, the App, and the Site. The Group may, in our sole discretion, introduce additional Fees or otherwise adjust or update the Fees from time to time.

7.2 All applicable Fees listed in the relevant fee schedule, on the App, and the Site are exclusive of any applicable taxes, and the actual Fee charged will be increased to account for any such applicable taxes.

7.3 All Fees paid shall be non-refundable.

7.4 Your obligation to pay any amount under these Terms is separate from each of your other obligations to pay.

8. RIGHTS OF NETTING, SET-OFF AND LIEN

8.1 If, on any day, you and we have payment and delivery obligations in the same fiat or the same Acceptable Token in respect of two or more transactions, then we may elect for such fiat to be paid or such Acceptable Token to be delivered, on a net basis, so that such obligations will be automatically satisfied and discharged. If, in respect of the same fiat or the same Acceptable Token, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

8.2 In addition to our rights under Clause 8.1, we may, at any time during the course of or following the termination of the Terms and without notice to you, set off any amount or other obligation due from you (or where more than one person constitutes the client, any one or more of those persons singly or jointly) to the Group against sums due from the Group to you, whether or not the obligation is matured or contingent and irrespective of the currency, asset, or place of payment. Any amounts that are so set off will be discharged promptly and in all respects. If, after such set-off, a balance of account is due and payable by you to the Group:

• (a) you authorize the Group to: (i) sell all or any of your fiat and Acceptable Tokens held by the Group; or (ii) apply or appropriate all or part of your fiat and Acceptable Tokens in the Account (including Custodian Wallet, Self-Custody Wallet (subject to the Smart Contract Vault) to meet such amount; and
• (b) if there is a shortfall following the application of any set-off pursuant to Clause 8.2(a) above, you will immediately pay to the Group an amount equal to such shortfall.

8.3 We are entitled to exercise a general lien over any or all of your property which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to satisfy any amount you owe us.

8.4 For the purposes of this Clause 8, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.

8.5 Our rights under this Clause 8 are in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding, or similar right or requirement to which we are at any time otherwise entitled or subject, whether under these Terms or by operation of Applicable Law.

9. INTELLECTUAL PROPERTY RIGHTSYou acknowledge and agree that:

• (a)       the Group's and its affiliates’ trade marks and logos, and any other logos, service marks, product names, and other proprietary indicia used in the App are the property of the Group, its affiliates, or third-party licensors (collectively, the "Trade Marks");
• (b)      the intellectual property rights in and to the Services are either owned by us or licensed to us by third-party licensors;
• (c)       other than the license expressly granted by you in these Terms, no other rights are granted to you in respect of either the Trade Marks, the App, or the Services; and
• (d)      no part or parts of the App 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 permission.

10. CONDUCTWithout prejudice to the foregoing, you shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

• (a) use the App to conduct electronic spamming;
• (b) use the App to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing, and fraudulent activities);
• (c) use the App to upload content that has viruses, malicious codes, immoral or illegal content;
• (d) modify or adapt the whole or any part of the App or combine or incorporate the App into another program or application;
• (e) disassemble, decompile, reverse-engineer, or otherwise attempt to derive the source code of the App or any components thereof;
• (f) use the App in any manner that would lead to the infringement of our intellectual property rights or those of any third party;
• (g) use the App in a way that could damage, disable, impair, or compromise the App or the provision of the Services (or the systems or security of the App or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Group or its affiliates;
• (h) engage in any other activities deemed inappropriate by us or which is in contravention of any Applicable Laws; or
• (i) demonstrate or use any abusive, threatening, and/or violent behavior or language towards our personnel.

11. DATA PROTECTIONBy using the Services, you confirm that you have read and understood our privacy notice and consent to us collecting, using, disclosing, and sharing among ourselves your Personal Data and disclosing such Personal Data to the Group, our authorized service providers, and relevant third parties for purposes required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our privacy notice, which is accessible at https://www.AEGPay.com/en/policy/.


12. ELECTRONIC COMMUNICATIONS

12.1    You shall be fully responsible for the security and authenticity of all Instructions sent through the App, and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Devices via the App are yours. We shall not be under any obligation to verify that such communications are in fact yours.

12.2    You are aware that Instructions and information transmitted through the App are generally transmitted via the Internet and may pass through public, cross-border installations that are not specifically protected. We cannot guarantee that the Instructions and information transmitted in this manner will be completely protected against unauthorized access, and you accept the associated risks.

12.3    Any Instructions sent by you to us shall only be considered received by us when we have successfully retrieved such Instructions from the relevant system and informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be considered received by such third parties in accordance with their terms and conditions.

12.4    Without prejudice to any of the terms in these Terms, you shall be liable for any damage that may be caused through the use of the Internet – i.e., through loss, delay, misunderstandings, corrupted texts, unauthorized interceptions by third parties, or duplicates.

12.5    You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, our records (including electronic, computer, and microfilm stored records) of all matters relating to your use of the Services and/or of you (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules, and/or regulations.13. LIMITATION OF ACCOUNT AND SERVICES / TERMINATION

13.2 The Group has the right to reverse, cancel, refuse to honor, or exclude you from participating in any incentive programs (including various types of rewards, cashback, or referral programs) if you violate any part of these Terms, whether directly or indirectly, voluntarily or involuntarily.

13.3 Your obligations under these Terms will continue, and the Group will have the right to debit your Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance (as applicable) for any amount and charges incurred in or related to Services and Card Transactions conducted before or after the termination of your Services (including AEGPay Card). You will be responsible for these amounts and charges until they are paid in full.13.4 You will not be entitled to any payment, compensation, or damages from us in relation to any suspension or termination of your use of the Services for any reason whatsoever. Any suspension or termination of your use of the Services will not release you from any liability or responsibility on your part that has already accrued at the time of such suspension or termination.

13.5 Upon the termination of your Services, you are entitled to a refund of your Wallet Balance, a release of your Smart Contract Vault Balance, and/or a withdrawal from the Virtual Account Balance (as applicable), and such refund or release will be subject to Clauses 13.6 to 13.13 below.

13.6 The Group's rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which the Group may have (whether under these Terms, at law, in equity, or otherwise).

13.7 You can ask at any time for the termination of any of your Services and, as a result, get a refund of your entire Wallet Balance, release of your entire Smart Contract Vault Balance, and/or a withdrawal from the Virtual Account Balance (depending on the case) ("User Termination"). You can submit a request for User Termination through the App.

13.8 To process your request for User Termination, the Group may ask you to provide your photograph identification documents and other details for identification purposes to comply with Applicable Laws.

13.9 The Group may, subject to Applicable Laws, delay, deny, or reduce the amount returned or released to you if necessary to ensure that the requested reduction or release does not result in a negative Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance (as applicable).

13.10 The Group, in its sole and absolute discretion, will determine how (e.g., on-chain transfer, bank transfer, or cheque) your remaining Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance will be returned or released to you. Your remaining Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance (as applicable) will only be returned or released to you, the holder of the Custodian Wallet, the Self-custody Wallet, and/or Virtual Account (as applicable), and not to any other person(s).

13.11 Any refund or release of your remaining Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance (as applicable) must be claimed and accepted by you within 3 years of issuance of such refund or release by the Group, failing which the Group reserves the right to forfeit such Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance without any prior notice.

13.12 You may be charged a fee for the refund, withdrawal, or release of your Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance (as applicable) to cover the costs incurred by the Group.

13.13 If your Account becomes ineligible or is otherwise suspended or terminated according to these Terms, at the sole discretion of the Group, you may be charged an account maintenance fee in respect of any Wallet Balance, Smart Contract Vault Balance, and/or Virtual Account Balance remaining in your Account.

14. LIMITATION OF LIABILITY

14.1 We are not responsible for any other promises or guarantees, whether expressed or implied, about the services or goods provided under these terms, except for those expressly stated. We can choose to either fix or replace the services if there is a problem, or pay for the cost of fixing or replacing them.

14.2 We are not responsible for any damages or losses, even if they were unexpected or outside our control, unless those damages were caused by something we did. We are also not responsible for: (a) problems caused by events beyond our control, like natural disasters, war, or civil unrest; (b) issues with the app or services; (c) refusal to accept the AEGPay card or the services; (d) refusing to process or authorize any transaction for any reason; (e) inability to complete a transaction due to system maintenance or breakdowns; (f) use of your enabled device and the services by third parties, whether authorized or not by you; (g) theft or loss of your enabled device; (h) actions taken by us to comply with laws, court orders, or card network rules; and (i) damages resulting from these terms for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages.

14.3 The total liability of the Group for providing services under these terms is limited to your Wallet Balance, Smart Contract Vault Balance, and/or the Virtual Account Balance as of the date your claim arises.

14.4 The Group is not responsible for faults on the part of any third-party service providers we instruct. In such cases, our liability is limited to using reasonable care in selecting, appointing, and instructing such third-party service providers (but not for any sub-contractor or other third-party the third-party service provider may use).

14.5 Nothing in these terms will limit or exclude our liability for fraud or for death or personal injury resulting from negligence.

15. INDEMNIFICATION

You agree to protect and compensate the Group, its affiliates, and third-party service providers, as well as their respective officers, directors, agents, joint venturers, employees, and representatives (collectively, "Indemnified Parties"), from any claim, demand, or request (including lawyers' fees and any fines, fees, or penalties imposed by any regulatory authority) arising from or related to (i) your violation of these Terms; (ii) your use of the App and the Services; (iii) your violation of any rule or regulation, or the rights of any third party; and (iv) any transactions resulting from your wilful default, fraud, gross negligence, or breach of these Terms.

16. AMENDMENT AND VARIATION

These Terms may be updated or changed at any time by the Group, and any such updates will be posted on the App and the Site. These updated Terms will take effect immediately upon posting on the App and the Site. You should regularly check the App and the Site to stay informed about any changes. Additionally, we may change, add, or remove any feature or functionality of the App without prior notice. By continuing to use the App and the Services (as applicable) after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated App. If you do not wish to be bound by any changes or amendments to these Terms, you should stop using the App and the Services (as applicable) immediately.

17. ASSIGNMENT AND SUBCONTRACTING
These Terms and the rights and licenses granted under them are exclusively for your benefit and cannot be transferred or assigned by you, but may be assigned by the Group without any restrictions, including without limitation to any of the Group's affiliates or subsidiaries, or to any successor in interest of any business related to the Services. Any attempt to transfer or assign in violation of this provision will be null and void.

18. SEVERABILITY
If any provision of these Terms is found to be invalid or unenforceable by any court or administrative body with proper jurisdiction, the invalidity or unenforceability of that provision will not affect the other provisions of these Terms, and all provisions not affected by such invalidity or unenforceability will remain in full force and effect. Such provision will be modified and interpreted to the extent possible to achieve the objectives of the provision under applicable laws.

19. ENTIRE AGREEMENT AND LANGUAGE

19.1 These Terms make up the whole agreement between you and the Group. They replace any earlier agreements or understandings, whether written or spoken. You and the Group agree that you won't rely on any statements or promises that aren't written in these Terms.

19.2 These Terms are in English, and all communication, including notices or information, must be in English. If there's any translation of these Terms or parts of it, the English version is the one that counts.

19.3 If there's a conflict between these Terms and any Service Content, these Terms will take precedence.

20. WAIVER

20.1 These Terms can only be waived in whole or in part with the Group's written permission.

20.2 If the Group doesn't enforce any part of these Terms or delays enforcing them, it doesn't mean it's giving up any other rights it has because of a breach of these Terms. The Group can use all the rights, powers, and remedies available to it under these Terms, and each right, power, or remedy is in addition to the others.

21. NOTICES AND COMMUNICATIONS

21.1 By using the Services (as applicable), you agree that the Group, its related corporations, third-party service providers, contractors or sub-contractors may provide you with any notices or other communications relating to your use of the Services (as applicable) electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.21.2     We prefer receiving notices to us electronically through our support system at support@aegpay.com

22. THIRD PARTY RIGHTS

22.1 These (together with any other agreements subject to or connected with these) Terms and documents confer benefits on Indemnified Persons are intended to be enforceable by each Indemnified Person by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong). The parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any person other than a Indemnified Persons. Notwithstanding the provisions of this Clause, these (and any other agreements subject to these) Terms may be rescinded or varied in any way and at any time by the Group and you without the consent of any Indemnified Persons.

23. GOVERNING LAW AND SUBMISSION TO ARBITRATION

23.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong.23.2 Unless otherwise specified, any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms, will be referred to and finally resolved by arbitration administered by Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

23.3 You and we agree that:

• (a) the law governing this clause is Hong Kong law;
• (b) the location of arbitration will be Hong Kong;
• (c) unless you and we agree otherwise, the number of arbitrators will be one (1) and that arbitrator must have relevant legal and technological expertise;
• (d) if you and we cannot agree on the arbitrator to be appointed within fifteen (15) Business Days of the dispute proceeding to arbitration, the arbitrator is to be appointed by HKIAC; and
• (e) the arbitration proceedings will be conducted in English.

23.4 Despite any other provision in these Terms, you agree that we have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

24. DEFINITIONS
In these Terms, except where the context otherwise requires, the following words and expressions have the following meanings:"Account"refers to the account created for the Services and other items, which includes the Custodian Wallet, Self-Custody Wallet, and/or Virtual Account;"Acceptable Tokens"are (i) in the case of a Custodian Wallet, the virtual assets that the Group will accept for deposit, including Bitcoin (BTC), Ethereum (ETH), Tether (USDT), and USD Coin (USDC); (ii) for a Self-custody Wallet, the virtual assets that the Group will accept for locking in the Smart Contract Vault, including USD Coin (USDC); in the case of Swap Transactions, the virtual assets that the Group will accept, including Bitcoin (BTC), Ethereum (ETH), Tether (USDT), and USD Coin (USDC). The list of Acceptable Tokens may change at any time by the Group's discretion;"AML/CTF"stands for anti-money laundering and counter-terrorist financing;"App"is the mobile application software owned and released by the Group, available for download on Android or Apple iOS, including all content and services provided through it, as well as any updates, upgrades, supplements, releases, and versions;"Applicable Law"means any Hong Kong or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this 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."ATM" means automated teller machines;"ATM Withdrawal Services"shall be as described under Clause 29;"Authorised Person"means any person you authorise (either alone or collectively) and we approve to act on your behalf in giving Instructions, entering into Swap Transactions or performing any other act in connection with these Terms;"Card Balances"shall have the meaning ascribed to the term in Clause

25.1(b);"Card Data"means the primary account number (PAN), expiration date and security code of a EggPay Card;"Card Issuance Services"means the card issuance Services provided by a CaaS Partner to the Group, which enable the issuance of the EggPay Card by the Group through the CaaS Partner under the relevant Card Network;"Card Limits"shall have the meaning ascribed to the term in Clause 25.3;"Card Network"means any international credit, debit and prepaid card network which is applicable in respect of your EggPay Card;"Card Network Rules"means the by-laws, rules, regulations, orders, requirements and interpretations issued by the Card Network or otherwise communicated to the Group and which are applicable to the acceptance of Card Transactions by the Merchants and related matters in Hong Kong, as amended from time to time by the Card Network;"Card Transactions"means each transaction effected by using your EggPay Card or PIN;"CaaS Partner"means any service provider which (i) offers credit card as service solutions to the Group and (ii) is an actual issuer of the EggPay Card;"Chargeback"means a dispute filed by the Group that is sent through the relevant Card Network in accordance with the relevant Card Network Rules relating to a Card Transaction;"Confirmation"means a trade confirmation (or similar) relating to an Swap Transaction;"Converted Assets"will have the meaning given in Clause 25.2;

"Custodian Wallet" refers to the cryptocurrency wallet provided and hosted by the Custodian, which enables a user to store the types of virtual assets approved by the Group with the Custodian;"Custodian" means a third-party entity designated and appointed by the Group to provide secure wallet services for the holding and management of virtual assets, including but not limited to Cactus Custody provided by Matrix Trust Company Limited (a company incorporated in Hong Kong). The list of Custodians may be updated from time to time;"Enabled Device" is the mobile communication or other device successfully registered by you for use in connection with the App and Services;"Fees" means all applicable fees and charges imposed by the Group, the relevant CaaS Partner, the Custodian, the Smart Contract, the Card Network, and/or otherwise in relation to the use of the Services, including the EggPay Card, the Custodian Wallet, the Smart Contract Vault, and/or the Virtual Account;"Group/we/us/our" refers to the EggPay group, including RFTL, RDTL, and/or their affiliates. The rights and obligations of each member of the Group under these Terms are separate and not joint. No member of the Group shall be liable for an act or omission by another member of the Group;"Insolvent" means, if the person:

• (a) makes a general arrangement or composition with or for the benefit of its creditors;
• (b) institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy, or other law affecting creditors' rights, or, has a winding-up or liquidation petition presented against it and such proceeding or petition:

·  results in a judgment of insolvency or bankruptcy of the person or the entry of an order for relief or winding-up, administration, liquidation, or similar; or·  is not dismissed, discharged, stayed, or restrained within 15 days of the institution or petition (as the case may be);

• (c) is dissolved other than pursuant to a consolidation, amalgamation, or merger;
• (d) is unable to pay its debts as they become due and/or admits in writing its inability to pay its debts as they become due;
• (e) seeks or becomes subject to the appointment of an administrator, liquidator, receiver, trustee, or other similar official for it or for all or substantially all of its assets;
• (f) causes or is subject to any event with respect to it which, under Applicable Law, has an effect analogous to any of the events specified in paragraphs (a) to (e); or
• (g) takes any action in furtherance of or indicating its consent to any of the events specified in paragraphs (a) to (f).

"Instructions"
means all information, instructions, communications, orders or messages (including those related to payments, transfers or other transactions), whether automated or not, that refer to you;

"KYC"
means know-your-customer;"KYT" means know-your-transactions;"Locked Tokens" refers to the term defined in Clause 35.2;"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;"Non-Trading Instructions" means an instruction given by you (or any of your Authorized Persons) in relation to any action other than a Trading Instruction;"Other Third Party Services" refers to the term defined in Clause 43.1;

"Personal Data"
means data, whether true or not, about an individual who can be identified: (a) from that data, or (b) from that data and other information to which the organization has or is likely to have access;

"PIN"
means the code or number used by us for the purpose of identification when you access information, give any instruction or conduct any transaction using your EggPay Card or when you access any other Services;

"Pooled Account"
refers to the term defined in Clause 34.6;

"Proscribed Address" means:

• (a) any blockchain address that appears in a list of addresses with which dealings are proscribed by the United Nations or another government agency or relevant authority under Applicable Law, or is part of a group of addresses that appears in such a list; and
• (b) without limiting the generality of this definition, an address stated on the United States of America Department of Treasury’s Specially Designated Nationals list;

"Proscribed Person"
refers to a person who:(a) violates any AML/CTF requirements and/or sanctions of any jurisdiction;

• (b) is listed as someone with whom dealings are prohibited by the United Nations or another government agency or regulatory authority under Applicable Law; or
• (c) acts on behalf of or for the benefit of anyone described in (a) or (b).

"RDTL"
stands for Red Dot Technology Limited.

"RFTL"
stands for Red F. Technology Limited.

"EggPay Card"
is the EggPay crypto credit card, available as a virtual or physical card, which is provided by the Group and allows for transactions and access to credit secured by your deposited virtual assets held by the Custodian or your virtual assets locked in the Smart Contract (as applicable).

"EggPay Main Account"
has a specific meaning in Clause 36.2.

"Self-custody Wallet"
is the cryptocurrency wallet where the user has control through holding the private key to the wallet and has full right, power, and authority to manage the virtual assets within, except as provided under these Terms.

"Service Content"
is the data, information, materials, advertisements, text, audio, video, graphics, software, and other content on the Site and App. "Services" include the Site, App, Service Content, and all related features, services, content, and applications (including those described in Clause 3.1) that the Group may make available to you from time to time.

"Settlement Amount"
is the total amount for a Card Transaction, which includes (i) the monetary value of the Card Transaction, (ii) any relevant Fees for the Card Transaction, and (iii) any buffer that the Group may apply at its sole discretion at the time of the Card Transaction."Settlement Assets" have a specific meaning in Clause 25.2."Site" refers to the website at https://eggpay.app."Smart Contract" refers to the programmable agreement between the Group and you, which operates on a decentralized blockchain network and is designed to automatically execute, control, and/or legally document the series of relevant events in connection with your use of the Services.

"Smart Contract Vault"
refers to a secure digital repository within your Self-custody Wallet that utilizes smart contract technology to lock the Locked Tokens."Smart Contract Vault Balance" refers to the total amount of Locked Tokens locked in the Smart Contract Vault, which may be increased or decreased according to these Terms."Swap Agreed Communication Methods" refers to the communication methods defined in Clause 30.6.

"Swap Transactions"
refers to the transactions defined in Clause 30.1."Third Party Payment Providers" refers to the providers defined in Clause 33.5.

"Third Party Service Providers"
refers to the providers defined in Clause 43.1."TPSP Accounts" refers to the accounts defined in Clause 43.3."Trade Marks" refers to the marks defined in Clause 9(a)."Trading Hours" refers to the hours defined in Clause 30.10.

"Trading Instructions"
refers to the instructions given by you (or any of your Authorized Persons) in relation to Swap Transactions.

"Transaction History"
means the history of your account and services, and the details of your custodian wallet, smart contract vault, and/or virtual account (as applicable);

"User Termination"
refers to the termination of the user as defined in Clause 13.7;"Virtual Account" is defined as per Clause 36.1;

"Virtual Account Balance"
refers to the total amount of virtual account deposits in the virtual account, which may increase or decrease according to these terms;

"Virtual Account Deposits"
are the fiat currencies accepted by the Group to be deposited into the virtual account, including US Dollars. The list of accepted currencies may change from time to time at the Group's discretion;

"Virtual Account Service Provider(s)"
refers to the OuiTrust group (including UAB Kitakami Europe, Harmoniie SAS, and EasyEuro Financial Services Limited) or any other concurrent and/or successor virtual account service provider(s) appointed from time to time;

"Wallet Balance"
means the total amount of virtual assets held in your custodian wallet, which may increase or decrease according to these terms; and"you/your" means, individually and collectively, the person(s) who is/are the user(s) of the services provided by the Group.24.2 Unless otherwise specified, in these Terms:

• (a) A reference to a document (including these Terms) includes any changes or replacements of it.
• (b) A Clause, Part, annexure, or schedule refers to a specific part of these Terms.
• (c) A statute, ordinance, code, or other law includes regulations and other legal instruments under it, as well as consolidations, amendments, re-enactments, or replacements of any of them.
• (d) Singular terms include plural terms and vice versa.
• (e) The word "person" includes individuals, firms, companies, partnerships, joint ventures, unincorporated bodies or associations, and government agencies.
• (f) A reference to a specific person includes their executors, administrators, successors, substitutes, and assigns.
• (g) An agreement, representation, or warranty for two or more people benefits them jointly and each individually.
• (h) An agreement, representation, or warranty by two or more people binds them jointly and each individually.
• (i) A group of people or things refers to any two or more of them jointly and individually.
• (j) Unless specified otherwise, a time period starting from a given day or the day of an act or event does not include that day.
• (k) A day is considered from midnight to the end of 24 hours later.
• (l) The words "include," "including," "for example," or "such as" do not limit the meaning of the words to the examples provided or similar examples.
• (m) Time refers to Hong Kong time.
• (n) "Property" or "asset" includes any present or future, real or personal, tangible or intangible property, asset, or undertaking, as well as any rights, interests, or benefits arising from them.
• (o) Any thing (including any amount or Service) includes each part and/or feature of it.

24.3 HeadingsHeadings should not be considered when understanding these Terms.