USDK USER AGREEMENT
Last Updated: 13 June 2019
This User Agreement (this “Agreement”) is a contract between you and OKLink Fintech Limited (“OKLink,” “we,” “our” or “us”) and it governs your access to our online software platform (the “Platform”) and use of the USDK Services (as defined below) as a user (“User”, “you” or “your”).
- About USDK
USDK is an ERC-20 digital token that operates on the Ethereum blockchain (“USDK”). You can purchase USDK for an equivalent amount of U.S. Dollars and redeem USDK for an equivalent amount of U.S. Dollars. All U.S. dollars from your purchase of USDK will be provided directly to Prime Trust, LLC, a trust company chartered in the State of Nevada, United States (“Prime Trust”). Prime Trust will hold these U.S. dollars in trust, as trustee, in bank deposit accounts or U.S. Treasuries in accordance with a trust agreement for the benefit of holders of USDK (such trust assets, the “Trust Assets”).
The Platform is only intended to allow you to purchase and redeem USDK. OKLink is responsible for developing the USDK smart contract and, only in response to the express instructions of Prime Trust, operating the smart contract to effect minting (as defined below) and burning (as defined below) of USDK. OKLink will mint USDK on a non-discretionary basis upon instruction from Prime Trust and will under no circumstance execute the minting of any USDK without the express instruction of Prime Trust. The burning of USDK is an automated process supported by OKLink’s technology, and the process shall commence upon receiving your request for burning and that Prime Trust is satisfied with the outcome of their AML and CTF checks on you. OKLink will have no responsibility or liability to a User for failure to act upon any minting or burning instructions whatsoever (including, but not limited to, erroneous instructions from Prime Trust). Each User will be required to provide Prime Trust with documents and information, which will be provided primarily through the Platform, to complete regulatory reviews prior to the minting or burning of USDK on behalf of such User. Only Prime Trust may reject USDK mint or burn requests in its sole discretion. OKLink does not guarantee any right of redemption or exchange of USDK for U.S. Dollars.
- Scope of USDK Services and Key Terms
- USDK Services: OKLink, as technology service provider, provides the Platform, which you can use to establish a USDK Account for purposes of (i) requesting that Prime Trust issue USDK in exchange for an equivalent amount of U.S. Dollars provided to Prime Trust as trustee (“minting”), (ii) requesting that Prime Trust provide U.S. Dollars in exchange for an equivalent amount of USDK, which begins by sending the USDK to a personal address designated for burning. The relevant USDK will be burn as part of the automated process, and then Prime Trust will verify such burning before remitting the equivalent amount of U.S. dollars to the customer directly (“burning”), and (iii) sending and receiving USDK to and/or from USDK Accounts (collectively, the “USDK Services”), subject to this Agreement, in particular, satisfactory outcome of AML and CTF checks conducted by Prime Trust. The USDK Services allow you to transfer USDK only to or from your USDK Account. Any of the USDK Services can be discontinued at any time in accordance with this Agreement.
- Limitation of services: OKLink, as technology service provider, does not have control of, or liability for, any products or services that are purchased or sold by third parties using the USDK Services. OKLink is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that might be initiated under this Agreement), quality, delivery, or satisfaction with any products purchased by means of a USDK transfer. If you are not satisfied with any goods or services purchased from, or sold to, a third party using the USDK Services, you must handle those issues directly with the third-party seller or buyer, as applicable.
OKLink should not be considered as arranging or facilitating funds transfers. OKLink does not provide any undertaking or guarantee to the User that it will make payment to it, nor has it been procured by Prime Trust, to make payments.
- Applicable Laws and Regulations
Your use of the USDK Services is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions.
You unequivocally agree and understand that by registering a USDK Account and using the USDK Services in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including, without limitation, those stated in this Section, where applicable). For the avoidance of doubt, continued use of your USDK Account and OKLink’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable laws and regulations.
- Eligibility and Limitations
The USDK Services are currently only available to individuals and institutions located in certain jurisdictions outside the United States, the European Union and those Restricted Territories referred to in the Platform’s Terms of Services.
If you are registering to use the USDK Services as an individual, you must be at least 18 years of age and must not have been previously suspended or removed from the USDK Services or any other service or product offered by OKLink or its affiliate entities to enter into this Agreement. You further represent and warrant that (i) you are not a resident of the United States, or the European Union, or of the Restricted Territories; (ii) you are not restricted or prohibited from engaging in any type of trading by any law enforcement agencies; and (iii) you will not use the Platform or USDK Services to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, to further any breach of applicable laws and regulations, including AML or CTF laws and regulations, or any other illegal activities.
If you are registering to use the USDK Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the
jurisdiction of its organization, which is not the United States, or the European Union, or the Restricted Territories; (ii) you are duly authorized by such legal entity to act on its behalf; and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the USDK Services or any other service or product offered by OKLink or its affiliate entities to enter into this Agreement.
Use of certain USDK Services may have further eligibility requirements that will need to be verified prior to you using such USDK Services or from time to time in order to continue your use of the USDK Services.
By accessing or using the USDK Services, you further represent and warrant that: (i) you will not be using the USDK Services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 17 and 18; (ii) you will not using the USDK Services with the expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind; (iii) you understand that USDK represents a trust arrangement and not a financial instrument, stored value facility, remittance service, money exchange service, bill of exchange, promissory note or otherwise; (iv) you understand that there are additional representations and warranties made by you in this Agreement and that any misrepresentation by you is a violation of this Agreement, and (v) that only you operate the USDK Account on your own behalf (in the case of an individual) or solely on behalf of the legal entity on behalf of which you are duly authorized to act.
If OKLink determines that you have violated this Agreement, including, but not limited to, transacting with Blacklisted Addresses (as defined below) or engaging in Restricted Activities (as defined below) or Prohibited Transactions (as defined below) then OKLink may terminate your USDK Account and any U.S. Dollar funds otherwise eligible for redemption may be forfeited.
OKLink may at any time determine not to make the USDK Services, in whole or in part, available in any particular market or jurisdiction, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location. You agree that neither you nor any third party shall have any remedy or recourse if your application to register for a USDK Account is refused or if USDK Account is terminated in accordance with this Agreement.
- Registration Process; Identity Verification
When registering your USDK Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name. You also agree to provide us, Prime Trust and any third party service providers involved in the USDK Services (such third parties, “Service Providers”), whether directly or through us, when registering a USDK Account and on an ongoing basis, any additional information requested by us, Prime Trust or Service Providers for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. This information may include, but is not limited to, a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us, Prime Trust and Service Providers to retain and process such information and authorize us to make the inquiries, whether directly or through Service Providers, that we, Prime Trust or Service Providers consider necessary to verify your identity or protect you, us, Prime Trust, Service Providers against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we, Prime Trust Service Providers carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to third parties including credit reference, fraud prevention or financial crime agencies and that these agencies may respond to such inquiries in full.
In certain circumstances, we, Prime Trust or Service Providers may require you to submit additional information about you or your business, provide records, and complete other verification steps.
You represent and warrant that any all information provided pursuant to this Agreement is true, accurate, complete and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.
From time to time we, Prime Trust or Service Providers may be required to request further information regarding your transactions in order to comply with applicable laws and regulation. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the USDK Services (until you provide such information) or the closure of your USDK Account without prior notice.
You agree that we, Prime Trust and Service Providers may retain your account registration information after you terminate your USDK Account for business and regulatory compliance purposes, subject to applicable laws and regulation. For example, we are subject to and (in certain jurisdictions) voluntarily follow various AML and CTF regulations which, in a number of jurisdictions, require us to retain certain personal data for a minimum period of five (5) years following the closure of your USDK Account.
- AML and CTF Compliance
While not all AML and CTF laws, regulations and procedures are applicable to OKLink, our AML and CTF procedures are designed to follow all applicable laws and regulations. These standards are designed to prevent the use of the USDK Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes through the Platform. We will cooperate with applicable law enforcement and regulatory authorities when required to do so and may share your personal information if there are reasonable grounds to believe that USDK Services or the Platform is being used for any illegal purposes.
Prime Trust is subject to AML and CFL requirements under applicable U.S. federal and state law.
- USDK Support Only; Forks and Advanced Protocols Not Supported
Please note your USDK Account only supports sending and receiving USDK. If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than USDK (“Other Digital Assets”) to your USDK Account, such Other Digital Assets will be lost forever. If you attempt to send USDK from your USDK Account to a wallet or address that does not support USDK, your USDK will be lost forever. OKLink bears no responsibility for any losses you might incur as a result of you sending Other Digital Assets to your USDK Account or you sending USDK from your USDK Account to a wallet or address that does not support USDK.
As a result of the decentralized and open source nature of USDK, it is possible that a party unaffiliated with OKLink could create an alternative version (a “Fork”) of USDK that operates independently from USDK. USDK Accounts only support USDK and we are under no obligation to support, through your USDK Account, the Platform or otherwise, any Fork of USDK and we assume no responsibility for any value that might be lost as a result of this lack of support of Forks of USDK.
In the event of a Fork of USDK, OKLink may be forced to suspend all activities relating to USDK, which may have the effect of suspending the USDK Services for an extended period of time until OKLink, as technology service provider, has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime may occur immediately upon a Fork of USDK, potentially with no advance notice to you.
- Ethereum Network and Smart Contract Modifications
USDK operates on the Ethereum blockchain. OKLink, as technology service provider, has no ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with the Ethereum blockchain. Any such attacks or delays on the Ethereum blockchain might materially delay or prevent you from sending or receiving USDK, and OKLink, as technology service provider, bears no responsibility for any losses that result from such issues.
In certain circumstances, including, but not limited to, a Fork of the Ethereum blockchain or
the emergence of a security issue with the Ethereum blockchain, OKLink may be forced to suspend all activities relating to USDK, which may have the effect of suspending the USDK Services, including access to your USDK Account, for an extended period of time until such Downtime is over and USDK Services can be restored. This Downtime may occur immediately upon a Fork of the Ethereum blockchain, potentially with no advance notice to you.
OKLink, as technology service provider, reserves the right to migrate USDK to another blockchain or protocol in the future should OKLink determine, in its reasonable discretion, that doing so is necessary or desirable. Upon OKLink’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your USDK to another blockchain or protocol identified by OKLink. If you fail to take all such actions, your USDK may not be compatible with your USDK Account thereafter. Notwithstanding any other provision of this Agreement, OKLink, as technology service provider, will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your USDK to another blockchain or protocol identified by OKLink.
We are committed to protecting your personal information and helping you understand exactly how
details on how your personal information is collected, stored, protected, and used.
- Account Security and Private Keys
You are solely responsible for maintaining the confidentiality and security of any and all account names,
user IDs, passwords, personal identification numbers (PINs) and mobile unlock codes that you use to
access the USDK Services. OKLink will not be liable for any loss or damage arising from your failure to protect your account information.
OKLink, in providing the USDK Services, does not hold or store your or any other User’s private keys relevant to USDK. You alone are responsible for securing your private key.
We do not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from OKLink, you should login to your USDK Account through the official USDK Services website or mobile applications, not by clicking links contained in emails.
We have the right to disable any USDK Account at any time in our sole discretion if, in our opinion, you have violated any provision of this Agreement or your USDK Account has been hacked/ subject to unauthorized access.
- Risk Factors and Disclosures
The following list of risks associated with USDK and the USDK Services is not exhaustive.
No guarantee of price stability
Subject to the limitations set forth in this Agreement, (i) when Prime Trust confirms a USDK mint request it will do so at a rate of one U.S. Dollar per one USDK and (ii) when Prime Trust confirms a USDK burn request, USDK will be redeemed at a rate of one U.S. Dollar per one USDK, less fees where applicable (see “Fees” below).
OKLink, as technology service provider, does not guarantee that the value of one USDK will always equal one U.S. Dollar or that Prime Trust will effect minting or burning requests at one U.S. Dollar per USDK. In addition, due to a variety of factors outside of OKLink’s control, the value of USDK, particularly on third-party platforms such as cryptocurrency exchange platforms, can fluctuate above or below one U.S. Dollar. OKLink, as technology service provider, cannot control how third parties value USDK, and OKLink is not responsible for any losses or other issues that may result from fluctuations in the value of USDK.
USDK is based on open source software and runs on the Ethereum blockchain. This means that third parties can elect to support USDK on their platforms without any authorization or approval by OKLink, Prime Trust or any other parties. As a result, USDK support on any third-party platform does not imply any endorsement by OKLink that such third-party services are valid, legal, stable or otherwise appropriate. OKLink, as technology service provider, is not responsible for any losses or other issues you might encounter using USDK on non-OKLink platforms.
Users accept all consequences of sending USDK off of the Platform. USDK transactions are not reversible. Once you confirm sending USDK to an address entered by you, you accept the risk that you may lose access to, and any claim on, that USDK indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or may subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the USDK, or (iv) an address may belong to an entity that may requires action on your part, such as verification of your identity, before returning the USDK. For the avoidance of doubt, nothing in this Agreement is intended to obligate OKLink, as technology service provider, to track, verify or determine the provenance of USDK balances for Users, including any form of security interests claimed thereon.
Blacklisted Addresses and Forfeited Funds
Prime Trust may “blacklist” certain USDK addresses and freeze associated USDK (temporarily or permanently) that it determines, in its sole discretion, are or may be associated with illegal activity or activity that otherwise violates the terms of this Agreement (“Blacklisted Addresses”). In the event that you send USDK to a Blacklisted Address, or receive USDK from a Blacklisted Address, OKLink may take steps to terminate your USDK Account, including freezing USDK without prior notice. Prime Trust may reject USDK redemption requests and may freeze Trust Assets if it determines, in its sole discretion, that such assets are or may be associated with illegal activity or activity that otherwise violates the terms of this Agreement. In certain circumstances, Prime Trust may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and any rights associated with your USDK may be forfeited, including the ability to redeem USDK for U.S. Dollars.
Software protocols and operational challenges
You are aware of and accept the risk of technical and operational challenges. OKLink and/or the Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the USDK Services. You understand that the USDK Services may experience technical and/or operational issues that lead to delays, including delays in redeeming USDK through Prime Trust. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical and/or operational difficulties, including those resulting from sophisticated cyber-attacks. You agree not to hold OKLink, as technology service provider, accountable for any related losses arising from circumstances contemplated under this paragraph.
Assets held in trust
When Prime Trust provides instructions to OKLink to mint USDK, it does so because you have provided an equivalent amount of U.S. Dollars to Prime Trust. OKLink only acts on instructions from Prime Trust and does not mint or otherwise create USDK in its own right. Prime Trust serves as settlor and trustee with respect to Trust Assets. As trustee, Prime Trust holds bank deposit accounts or U.S. Treasuries in trust for the benefit of USDK holders. Prime Trust is solely responsible for operating the trust and for the management of the Trust Assets. Your ability to access the Trust Assets or to benefit from the USDK Services may be affected by Prime Trust’s acts, omissions to act, underperformance, fraud, willful misconduct, gross misconduct, gross negligence or breach of law or fiduciary duty. OKLink maintains no control over the Trust Assets and has no control over or influence on operation of the trust. As such, OKLink bears no responsibility for any such disruptions to the availability of the Trust Assets.
Compliance / no tax advice
You are responsible for complying with applicable law. You agree that OKLink is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the USDK Services, including any accurate reporting of the tax or legal status of USDK in your jurisdiction.
Legislative and regulatory changes
Legislative and regulatory changes or actions around the globe may adversely affect the USDK Services or the value of USDK.
Legal treatment of USDK transfers
The regulatory status of USDK and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to USDK, blockchain technology and its applications. Accordingly, it is not possible to determine whether a USDK transfer would be recognized under applicable law by a court or regulator at the jurisdiction where you are located.
Despite this, OKLink does not intend to carry out or hold itself out as carrying out any regulated activity, nor market or offer any regulated product, in any jurisdiction. OKLink takes its legal and regulatory compliance seriously. As a result, OKLink may need to change, suspend, or discontinue certain functionalities from time to time if it deems it necessary or desirable to do so to ensure compliance.
On-chain transactions irreversible
When USDK is sent out of your USDK Account to a third-party USDK address, such transaction is completed on the Ethereum blockchain. This means that such transaction is irreversible and OKLink, as technology service provider, does not have the ability to reverse or recall any transaction once initiated. You bear all responsibility for any losses that might be incurred as a result of sending USDK to an incorrect or unintended USDK address.
- Mobile Services
To the extent you access the USDK Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to any person who might acquire your old number.
Except as disclosed in the relevant fee schedule published on OKLink’s website or as otherwise disclosed to you prior to completing a transaction under your USDK account, OKLink, as technology service provider, does not charge you any fees or costs (“Fees”) for minting or burning any USDK and does not charge any on-chain transaction fees besides blockchain-specific transaction fees associated with such transfers.
Prime Trust may impose Fees related to its performance of its duties as trustee. Any such Fees incurred by you shall be deducted from the amount being purchased or redeemed before the balance is transferred to you by Prime Trust. You are responsible for all on-chain transaction costs associated with on-chain transfers of any USDK.
OKLink may impose or change limits relating to your USDK Account or may establish individual or aggregate transaction limits on the size or number USDK transactions you make during any specified time period.
- Right to Change/Remove Features or Suspend/Delay Transactions
We reserve the right to change, suspend, or discontinue any aspect of the USDK Services at any time, including hours of operation or availability of any feature, without prior notice and without liability. Solely in accordance with valid instruction received from Prime Trust, we may decline to process any mint or burn request (particularly where you are unable to satisfy AML and CTF checks conducted by Prime Trust) without prior notice and may limit or suspend your use of one or more USDK Services at any time. Suspension of your use of any of the USDK Services will not affect your obligations pursuant to this Agreement. Prime Trust may, in its sole discretion, instruct us to delay minting or burning activities, including if Prime Trust believes the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of this Agreement.
- Instructions Irreversible
Once an instruction has been given, it cannot be reversed. Furthermore, except as set forth in this Agreement, any fees paid with respect to the USDK Services are non-refundable. You may have other rights under your agreement with relevant third parties, or applicable law, but we make no undertakings in this respect. You should ensure you understand the terms of each instruction and consider each instruction carefully, obtain any necessary advice, and periodically review your records. You can also access the record of your activities with us by logging into your USDK Account.
- Restricted Activities
You may use the Platform only for lawful purposes and in accordance with this Agreement. You hereby agree not to use the Platform to do any of the following (such activities, “Restricted Activities”):
- violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
- intentionally try to defraud (or assist in the defrauding of) OKLink or other Users;
- provide or spread false, inaccurate, or misleading information;
- take any action that interferes with, intercepts, or expropriates any system, data, or information;
- partake in any transaction involving the proceeds of illegal activity or any sort of financial crime;
- transmit or upload any virus, worm, spy or other malicious software or program;
- attempt to gain unauthorized access or hack to other USDK Accounts, the Platform, the OKLink website, or any related networks or systems;
- collect any user information from other Users, including, without limitation, email addresses;
- defame, harass, or violate the privacy or intellectual property rights of OKLink or any other Users; or
- upload, display or transmit any messages, photos, videos or other media that contain illegal goods, pornographic, violent, obscene or copyrighted images or materials.
- Prohibited Transactions
Any using of the USDK Services in connection with any of the following is prohibited, and OKLink and Prime Trust reserve the right to monitor for transactions that relate to any of the following (such transactions, “Prohibited Transactions”):
- weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;
- controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories;
- gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing;
- money-laundering or terrorist financing;
- any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
- goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
- debt settlement, refinance, or credit repair services;
- court ordered payments, structured settlements, tax payments, or tax settlements;
- the sale of money orders or cashier’s checks or any money transmitter activity;
- lottery contracts, layaway systems, or annuities;
- counterfeit goods, including but not limited to fake or “novelty” IDs;
- wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
- purchasing goods of any type from Tor hidden service markets or “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
- any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners
In the event that OKLink or Prime Trust learns or suspects you are making any such Prohibited Transactions, OKLink will consider it to be a violation of this Agreement and may suspend or terminate your USDK Account. This could also result in the potential forfeit of any US Dollar funds held by Prime Trust otherwise eligible for redemption in accordance with the applicable laws, and we or Prime Trust may report any such suspect or actual Prohibited Transactions to the law enforcement authorities.
You are solely liable for all the taxes, fees, and commissions resulting from the use of the Platform. You agree to indemnify OKLink from any liability for, or assessment of, any claims or penalties with respect to such tax requirements, including any liability for, or assessment of, taxes imposed on OKLink by the relevant taxing authorities with respect to any fees paid to you or gains you otherwise realize by using the Platform.
- Indemnification; Release
You agree to indemnify and hold OKLink, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, Terms of Services and Privacy Policies, your violation of any law or regulation or your use of the USDK Services.
For the purpose of this Section 20, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section that are the result of the matters set out in this Section 20 and that may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).
If you have a dispute with one or more Users, Prime Trust or any other third parties, you release OKLink (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.
- Limitation of Liability; No Warranty
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OKLINK AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF OKLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE USDK SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE USDK SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) ANY ACT, OMISSION TO ACT, UNDERPERFORMANCE, FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BREACH OF LAW OR FIDUCIARY DUTY BY OR ON BEHALF OF PRIME TRUST IN ITS CAPACITY AS SETTLOR AND TRUSTEE FOR THE TRUST ASSETS; (V) ANY FAILURE OR DELAY BY PRIME TRUST TO PROVIDE MINT OR BURN INSTRUCTIONS TO US FOR WHATEVER REASON; OR (VI) ANY OTHER MATTER RELATING TO THE USDK SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE USDK SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE USDK SERVICES AND TERMINATE YOUR USDK ACCOUNT.
THE USDK SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. OKLINK, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OKLINK MAKES NO WARRANTY THAT (I) THE USDK SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE USDK SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
- Force Majeure
OKLink shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances, including but not limited to disruptions to the Ethereum blockchain, and any force majeure claimed by Prime Trust or Service Providers.
OKLink may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the USDK Services after the initial posting of the revised User Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the USDK Services and terminate your USDK Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement.
If the revised Agreement includes a material change we will provide you with prior notice via our website or email before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws or regulations or as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) otherwise clarifies an existing term.
- Assignment and Third-Party Recipients
You may not transfer or assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending USDK to an address (the owner of such address, a “Recipient”) will automatically transfer and assign to that Recipient, and any subsequent Recipient, the right to redeem USDK for U.S. Dollar funds so long as the Recipient is eligible to, and does, register a USDK Account.
Each Recipient is subject to all terms of this Agreement including, but not limited to, the requirements to not transact with Blacklisted Addresses and not engage in Restricted Activities or Prohibited Transactions.
We reserve the right to freely assign this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our USDK Services and terminate this Agreement by contacting Support at USDK@oklink.com and asking us to close your USDK Account.
Upon termination of your USDK Account and this Agreement, all rights and obligations of the parties that by their nature are continuing will survive such termination, including Sections 20 and 21.
- Third Party Applications
If you grant express permission to a third party to connect to your USDK Account, either through the third party's product or through OKLink, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold OKLink responsible for, and will indemnify OKLink from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
- Website; Third Party Content
OKLink strives to provide accurate and reliable information and content on the OKLink website, but such information may not always be correct, complete, or up to date. OKLink will update the information on the OKLink website as necessary to provide you with the most up to date information for information purposes, but you should always independently verify such information. The OKLink website may also contain links to third-party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience only and links or references to Third Party Content do not constitute any endorsement whatsoever by OKLink of any products or services. OKLink shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the OKLink website or in any Third Party Content.
- Limited License; IP Rights
We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the USDK Services solely for approved purposes as determined by OKLink and as specified in this Agreement. Any other use of the USDK Services is expressly prohibited. OKLink and its licensors reserve all rights in the USDK Services and you agree that this Agreement does not grant you any rights in or licenses to the USDK Services except for the limited license set forth above. Except as expressly authorized by OKLink, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the USDK Services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Platform and USDK Services may be terminated pursuant to this Agreement. "OKLink.com", "OKLink", and all logos related to the USDK Services are either trademarks, or registered marks of OKLink or its licensors. You may not copy, imitate, or use them without OKLink's prior written consent. All right, title, and interest in and to the OKLink website, any content thereon, the USDK Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of OKLink and its licensors.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified in Section 30 without the posting of a bond), any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
- Governing Law; Venue
The laws of Hong Kong shall govern this Agreement, without giving effect to any choice or conflict of law provisions or rules. Except for those disputes that shall be resolved in arbitration pursuant to Section 29, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Hong Kong, provided that any claims or disputes shall be subject to the arbitration provisions set forth in Section 29.
- Miscellaneous (No Waiver, Entire Agreement, Third Party Rights, etc.)
Questions and Suggestions
Please contact Support at USDK@oklink.com to report any violations of this User Agreement or to ask any questions regarding this User Agreement or the USDK Services.