Master Terms of Use

Master terms applicable to the Fizen Wallet and all Services on the Fizen Platform.

Effective: 5 June 2026

Important Notice

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE FIZEN PLATFORM.

FIZEN LIMITED IS NOT A BANK, NOT AN E-MONEY INSTITUTION, NOT A LICENSED PAYMENT INSTITUTION, NOT A REGISTERED MONEY TRANSMITTER, NOT A BROKER-DEALER AND NOT A LICENSED SECURITIES EXCHANGE. FIZEN DOES NOT REPRESENT THAT IT HOLDS ANY FINANCIAL-SERVICES OR VIRTUAL-ASSET-SERVICE LICENCE, REGISTRATION OR AUTHORISATION UNLESS EXPRESSLY DISCLOSED IN THESE TERMS OR THE APPLICABLE PRODUCT TERMS. WHERE A REGULATED ACTIVITY IS PERFORMED BY A PARTNER, THAT PARTNER PERFORMS THE ACTIVITY UNDER ITS OWN LICENCE OR AUTHORISATION AND TERMS.

FIZEN’S ROLE VARIES BY SERVICE. DEPENDING ON THE APPLICABLE PRODUCT TERMS, FIZEN MAY ACT AS A SOFTWARE PROVIDER OR INTERFACE, A SELLER OR PROCURER, OR A CONTRACTUAL PRINCIPAL THAT ACQUIRES A DIGITAL ASSET FOR ITS OWN ACCOUNT AND INCURS A CORRESPONDING CONTRACTUAL OBLIGATION TO YOU.

THE FIZEN WALLET IS A NON-CUSTODIAL, SELF-HOSTED SOFTWARE WALLET. FIZEN DOES NOT HOLD YOUR DIGITAL ASSETS OR PRIVATE KEYS WHEN YOU USE THE FIZEN WALLET. IF YOU LOSE YOUR PRIVATE KEY, FIZEN CANNOT RECOVER IT.

THE FIZEN CARD CURRENTLY OPERATES AGAINST A CUSTODIAL BALANCE HELD AND RECORDED BY FIZEN, AS DESCRIBED IN THE FIZEN CARD TERMS. YOUR CARD BALANCE IS NOT A SELF-CUSTODIED ASSET OR A BANK DEPOSIT AND IS NOT PROTECTED BY A GOVERNMENTAL DEPOSIT-PROTECTION SCHEME.

FIZEN QR PAY OPERATES UNDER A PRINCIPAL-COUNTERPARTY MODEL. WHEN FIZEN ACCEPTS A SUPPORTED DIGITAL ASSET TRANSFER FOR QR PAY, YOU SELL AND TRANSFER LEGAL AND BENEFICIAL OWNERSHIP OF THAT DIGITAL ASSET TO FIZEN. FIZEN DOES NOT HOLD THE ACCEPTED DIGITAL ASSET IN CUSTODY, ON TRUST OR IN A SEGREGATED ACCOUNT FOR YOU. IN EXCHANGE, FIZEN RECORDS A QR PAY BALANCE REPRESENTING AN UNSECURED CONTRACTUAL PAYMENT OBLIGATION OWED BY FIZEN TO YOU.

A QR PAY BALANCE IS NOT A BANK DEPOSIT, E-MONEY ACCOUNT, CUSTODIAL WALLET OR OWNERSHIP INTEREST IN ANY DIGITAL ASSET, WALLET, SMART CONTRACT, BANK ACCOUNT OR PARTNER PREFUND. IT IS NOT PROTECTED BY ANY GOVERNMENTAL DEPOSIT-PROTECTION OR INVESTOR-COMPENSATION SCHEME. IF FIZEN BECOMES INSOLVENT OR IS OTHERWISE UNABLE TO PERFORM ITS OBLIGATIONS, YOU MAY LOSE SOME OR ALL OF YOUR QR PAY BALANCE AND MAY RANK ONLY AS A GENERAL UNSECURED CREDITOR.

THE USE OF DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGY INVOLVES SIGNIFICANT RISKS, INCLUDING THE RISK OF TOTAL LOSS. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE, A CLASS-ACTION WAIVER AND LIMITATIONS OF LIABILITY THAT MATERIALLY AFFECT YOUR RIGHTS.

By accessing, downloading, installing or using the Fizen Platform, you confirm that you have read, understood and agreed to be bound by these Master Terms of Use (the “Terms”). If you do not agree, you must not use the Platform.

1. About these Terms

1.1 The contracting parties

These Terms form a binding agreement between you (“you” or “User”) and Fizen Limited, a company incorporated in Hong Kong with company number [77059696] and registered office at Unit 1411, 14/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong (together with its Affiliates, “Fizen”, “we”, “us” or “our”).

1.2 The documentary stack

These Terms operate as the master terms for the Fizen Platform. They are supplemented by, and must be read together with: (a) the Fizen Privacy Policy; (b) the Fizen Cookie Policy; (c) the product-specific terms Fizen publishes from time to time, including the Fizen Card Terms, Fizen Pay Merchant Terms, Fizen QR Pay Terms, Fizen Marketplace Terms, Fizen Swap & Conversion Terms, Fizen Tokenized Securities Terms, Fizen Rewards Program Terms and Fizen Promotions Master Terms (collectively, the “Product Terms”); and (d) any community guidelines, fee schedules and acceptable-use policies Fizen publishes.

Each document is incorporated into these Terms by reference. If there is a conflict between these Terms and a Product Terms document, the Product Terms prevail only in relation to the Service governed by that Product Terms document.

1.3 Updates to these Terms

Where permitted by Applicable Law, non-material changes take effect when posted. Material changes, including changes to fees, dispute resolution, governing law, limitation of liability, indemnity, prohibited acts, categories of Personal Data processed, or the legal nature, denomination or method of discharging a balance or contractual obligation, take effect thirty (30) days after Fizen has notified you by (i) email to the address associated with your account and (ii) prominent in-app notice.

If you do not accept a material change, you may stop using the affected Service and terminate your use of the Platform before the change takes effect. Any remaining balance or contractual obligation will be handled under the applicable Product Terms, subject to pending transactions, fees, corrections, compliance reviews and Applicable Law. Continued use after the effective date constitutes acceptance to the extent permitted by Applicable Law.

2. Fizen’s Role and Partner Reliance

2.1 Fizen’s role varies by Service

Fizen operates the Fizen Platform and the software interfaces through which the Services are made available. Fizen’s contractual and operational role varies by Service and is described in the applicable Product Terms.

Depending on the Service, Fizen may act as:

• a software provider or interface connecting you with a Third-Party Service;
• a seller, supplier, procurer or service provider in its own right; or
• a contractual principal that acquires a Digital Asset for its own account and incurs a corresponding contractual obligation to you.

For Fizen QR Pay, Fizen acts as principal when it accepts a supported Digital Asset from you and records the corresponding QR Pay Balance obligation. Fizen does not accept that Digital Asset as your custodian, trustee, escrow agent, fiduciary or agent. The applicable Local Payment Partner performs the local payment-processing and fiat-settlement activities allocated to it, as described in the Fizen QR Pay Terms.

Fizen does not represent that it is licensed to conduct any regulated activity for which it does not hold the required licence, registration or authorisation. Where a regulated activity is performed by a partner, that partner performs the activity under its own licence or authorisation and terms. Nothing in these Terms constitutes a representation that an activity is unregulated, exempt or outside the scope of Applicable Law. The legal and regulatory treatment of each Service depends on its actual operation and the Applicable Law in the relevant jurisdiction.

2.2 Partners and Third-Party Services

Certain Services depend on or provide access to independent partners and Third-Party Services. The principal categories of partners as at the date of these Terms include:

• Card Issuer — the regulated financial institution that issues the Fizen Card under licence from Visa, as identified in the applicable Issuer Cardholder Agreement;
• On-ramp and off-ramp providers, including Transak — third-party providers that perform supported fiat on-ramp and off-ramp activities in jurisdictions in which they make those services available;
• Ondo Finance — the issuer of certain tokenized securities accessible through the Tokenized Securities feature;
• Decentralised exchange aggregators, including KyberSwap and 1inch — third-party protocols or interfaces used as execution venues for certain in-Wallet swaps;
• Local Payment Partners — banks, payment institutions, payment intermediaries or other providers that support payment processing or local fiat settlement for Fizen QR Pay in a particular market; and
• Marketplace Suppliers — gift-card, eSIM, mobile top-up, hotel, flight and other suppliers or aggregators that supply items made available through the Fizen Marketplace.

Each partner is responsible for the activities allocated to it under the relevant arrangement and, where applicable, performs regulated activities under its own licence or authorisation. A partner’s terms may apply where they are presented to you or are otherwise binding on you.

Fizen’s role is not necessarily limited to operating the user interface. The applicable Product Terms describe whether Fizen acts as a software provider, contractual principal, seller, procurer, obligor or in another disclosed capacity. For QR Pay, Fizen’s acceptance of Digital Assets and its QR Pay Balance obligation are separate from the local fiat payment-processing and settlement activities performed by Local Payment Partners.

Fizen does not warrant the performance, solvency or continued availability of any partner, but nothing in this clause excludes an obligation expressly undertaken by Fizen under these Terms or the applicable Product Terms.

2.3 Fizen’s licensing status

As at the effective date of these Terms, Fizen Limited does not represent that it holds any financial-services or virtual-asset-service licence, registration or authorisation except where expressly disclosed in these Terms or the applicable Product Terms. Any application, proposed application or admission process for a licence, registration, authorisation or regulatory sandbox does not itself confer regulatory approval unless and until the relevant authority confirms otherwise.

Fizen may apply for, obtain or become required to hold licences, registrations or authorisations in the future. Fizen will update these Terms or the applicable Product Terms where required. The description of a transaction as a sale, transfer, contractual obligation or principal transaction does not determine its regulatory classification, which depends on Applicable Law and the substance of the relevant Service.

3. Self-Custody, Custodial-Balance and Principal-Counterparty Services

The Platform includes Services with materially different legal and operational arrangements. Depending on the Service, you may retain self-custody, Fizen may hold assets or a balance for you, or you may transfer ownership of a Digital Asset to Fizen in exchange for a contractual obligation. You should understand which model applies before using a Service.

3.1 Non-custodial Services (you retain self-custody)

• Fizen Wallet — your Private Key is generated on your device and is not transmitted to or stored by Fizen. Fizen cannot independently access, freeze or move Digital Assets in your Fizen Wallet.
• Fizen Swap — Swaps are executed on-chain through independent decentralised exchange aggregators using transactions that you authorise with your own Private Key. Fizen does not hold the Digital Assets in transit.
• Fizen Marketplace — when you make a crypto payment for a specific Order, the payment is a one-off transaction relating to that Order. Fizen does not maintain a general Marketplace balance for you.
• Fizen Tokenized Securities — supported transactions are executed through the arrangements described in the relevant Product Terms and, where applicable, settle to your own Fizen Wallet. Fizen does not custody tokenized securities unless expressly stated otherwise.
• Fizen Pay for merchants — the ownership and control of a merchant settlement smart contract or wallet are described in the applicable Fizen Pay terms and technical arrangement.
• Fizen on-ramp and off-ramp services — the relevant third-party provider is the counterparty for the activity allocated to it. Fizen does not hold fiat unless the applicable Product Terms expressly state otherwise.

3.2 Custodial-balance Services (Fizen holds assets or a balance for you)

• Fizen Card — under the current Fizen Card model, you transfer USDT to a Fizen-controlled wallet, Fizen pools the relevant assets and records your individual Card balance in its internal ledger. Your Card balance is a personal claim against Fizen and not a self-custodied asset. The complete legal and operational arrangement is described in the Fizen Card Terms and applicable issuer or partner agreement.

Unless expressly stated in updated Product Terms, QR Pay is not a Custodial-balance Service under these Terms.

3.3 Principal-counterparty Services (you transfer ownership to Fizen)

• Fizen QR Pay — when Fizen accepts a funding transfer under the Fizen QR Pay Terms, the transaction is a sale and absolute transfer of legal and beneficial ownership of the accepted Digital Asset to Fizen. Fizen receives and thereafter holds or uses that Digital Asset for its own account, not as your custodian, trustee, escrow agent, fiduciary or agent.
• In exchange, Fizen records a QR Pay Balance representing an unsecured contractual payment obligation owed by Fizen to you. The QR Pay Balance may be applied toward eligible merchant payments or discharged through withdrawal where available, subject to the Fizen QR Pay Terms.
• You have no ownership, beneficial, trust, security or proprietary interest in the Digital Assets transferred to Fizen or in any wallet, smart contract, bank account, Local Payment Partner account or prefund maintained by Fizen.
• Fizen may use its own assets, including amounts prefunded to Local Payment Partners, to support merchant settlement. Those assets and prefunds belong to Fizen and are not held for individual Users.

3.4 Consequences and risks of the different models

For a non-custodial Service:

• you retain control of your Private Key and Digital Assets;
• Fizen generally cannot recover your Private Key or reverse an authorised Blockchain transaction; and
• loss or compromise of your credentials may result in permanent loss.

For a Custodial-balance Service such as the current Fizen Card model:

• you rely on Fizen to maintain and honour the relevant balance;
• the balance is not a bank deposit and is not protected by a governmental deposit-protection scheme;
• Fizen may have technical control over assets associated with the Service; and
• the complete custody, withdrawal, insolvency and risk arrangements are set out in the applicable Product Terms.

For a Principal-counterparty Service such as QR Pay:

• ownership of an accepted Digital Asset passes to Fizen;
• the transferred Digital Asset is not segregated or held for you;
• your QR Pay Balance is an unsecured contractual claim against Fizen, not an ownership interest in an asset;
• Fizen may restrict the use or discharge of the obligation where permitted or required by Applicable Law;
• if Fizen becomes insolvent or unable to perform, you may recover less than the full QR Pay Balance or nothing; and
• payments, withdrawals, refunds, settlement and discharge of the obligation are governed by the Fizen QR Pay Terms.

4. Definitions

In these Terms, the following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear or in the applicable Product Terms.

• “$FIZEN” — the Digital Asset proposed to be issued by Fizen or an Affiliate as Fizen’s native token. As at the effective date of these Terms, $FIZEN has not been launched.
• “Affiliate” — any entity that directly or indirectly controls, is controlled by, or is under common control with Fizen.
• “Applicable Law” — any law, statute, regulation, rule, order, judgment or other binding requirement of any governmental, regulatory or judicial authority that applies to a party, a Service or a transaction.
• “Blockchain” — a public, permissionless or other supported distributed ledger that records transactions in Digital Assets, including Ethereum, Bitcoin, Solana, BNB Smart Chain, Polygon, Tron, Arbitrum, Optimism, Base and other Blockchains Fizen supports from time to time.
• “Custodial-balance Service” — a Service in which Fizen holds or controls assets or maintains a balance for a User under the applicable Product Terms. As at the effective date of these Terms, the current Fizen Card model is a Custodial-balance Service.
• “Digital Asset” — any cryptographically secured digital representation of value, rights or contractual claims that is transferable, storable or tradeable using distributed ledger technology, including native Blockchain tokens, fungible tokens, stablecoins, non-fungible tokens and tokenized real-world assets.
• “Fizen Wallet” — the non-custodial software wallet generated and managed through the Fizen mobile application or website.
• “Local Payment Partner” — a bank, payment institution, payment intermediary or other provider that supports payment processing or local fiat settlement for QR Pay in a particular market, as identified in the app or applicable Product Terms.
• “Personal Data” — has the meaning given in the Fizen Privacy Policy.
• “Platform” — the Fizen mobile application, the Fizen website at fizen.io, the Fizen APIs and any other Fizen-operated interface.
• “Principal-counterparty Service” — a Service in which Fizen acquires a Digital Asset for its own account and incurs a corresponding contractual obligation to the User under the applicable Product Terms. Fizen QR Pay is a Principal-counterparty Service.
• “Private Key” — the cryptographic private key, seed phrase or other access credential that controls access to a Wallet.
• “Product Terms” — the product-specific terms Fizen publishes for a Service, as described in clause 1.2.
• “QR Pay Balance” — the balance recorded by Fizen under the Fizen QR Pay Terms, legally representing Fizen’s unsecured contractual payment obligation to the relevant User and not Digital Assets held for that User.
• “Services” — the services Fizen makes available through the Platform, including Fizen Wallet, Fizen Card, Fizen Pay, Fizen QR Pay, Fizen Marketplace, Fizen Swap & Conversion, Fizen Tokenized Securities, Fizen Rewards Program and any other Service Fizen makes available from time to time.
• “Third-Party Service” — any service, application, smart contract, website, exchange, on-ramp or off-ramp provider, oracle, bridge, protocol or other product not operated by Fizen but accessed, used or integrated through the Services.
• “User Content” — any information, text, image, feedback or other content that you submit, upload, publish or otherwise make available through the Platform, excluding Personal Data processed solely under the Fizen Privacy Policy.

5. Eligibility and Your Representations

5.1 Available where lawful

The Services are made available to you only where the relevant Service can lawfully be used by you in your jurisdiction. Not all Services are available in all jurisdictions. Eligibility for each Service may be determined at onboarding and verified on an ongoing basis using KYC, IP address, device, location, transaction and behavioural signals.

Fizen reserves the right to refuse to provide, restrict or withdraw a Service in any jurisdiction where Fizen reasonably believes that action is necessary or appropriate for legal, regulatory, compliance, security, partner or risk-management reasons.

5.2 Eligibility requirements

To use the Services you must, on a continuing basis:

• be at least 18 years old or the age of majority in your jurisdiction, whichever is higher;
• if you accept these Terms on behalf of a legal entity, be authorised to bind that entity;
• not be a citizen or resident of, or located in, a jurisdiction in which the relevant Service is prohibited or which is subject to comprehensive sanctions applicable to Fizen or the relevant partner;
• not be a person on, or owned or controlled by a person on, any sanctions, restricted-party or prohibited-person list applicable to Fizen or the relevant partner;
• not be subject to any geographic or eligibility restriction imposed under Applicable Law or by Fizen, the Card Issuer, a Local Payment Partner or another relevant partner;
• not have been previously suspended or terminated from the Platform unless Fizen has expressly permitted your renewed access; and
• comply with clause 8 and the applicable Product Terms.

The specific sanctions programmes, restricted jurisdictions and screening rules applied by Fizen or a partner may change without advance notice where necessary to comply with Applicable Law.

5.3 Your representations and warranties

You represent and warrant, each time you use a Service, that: (a) all information you have provided is true, accurate, current and complete and you will promptly update it if it changes; (b) you are using the Service for your own account and not on behalf of an undisclosed third party; (c) any Digital Assets you transfer through the Services are owned by you free of any encumbrance, are not proceeds of unlawful activity and have not been used to fund unlawful activity; (d) your use of the Service is lawful in your jurisdiction; (e) you have authority to enter into each transaction you initiate; and (f) you understand the relevant risks and have the financial capacity to bear a total loss.

6. Account and Wallet Access

To use certain Services, you may be required to create a Fizen account, provide an email address, verify your identity or complete other onboarding steps. The Fizen Wallet itself is a self-hosted software wallet. Your Private Key is generated on your device, encrypted locally and is not transmitted to Fizen. Fizen does not have, and cannot reset or recover, your Private Key for the Fizen Wallet.

You are responsible for securing your device, Private Key, seed phrase, password, authentication methods and account. You must enable two-factor authentication where Fizen makes it available and notify Fizen at [e-mail] within seventy-two (72) hours after you know or reasonably suspect unauthorised access to your account or compromise of your Wallet.

Certain Services require KYC or additional verification at the level required for that Service. Failure to complete verification or providing false, incomplete or misleading information may result in delayed transactions, restriction, suspension or termination of access to the affected Services.

7. Risk Disclosures

Use of the Platform, Digital Assets and Blockchain technology involves significant risks. The principal categories include:

• Market and price volatility — Digital Asset prices may fluctuate substantially or fall to zero.
• Irreversibility — confirmed Blockchain transactions generally cannot be reversed.
• Self-custody and access risk — for non-custodial Services, loss of a Private Key, seed phrase, password, device or backup may cause permanent loss of access. Fizen generally cannot recover your credentials or assets.
• Custodial-balance risk — for a Custodial-balance Service such as the current Fizen Card model, you depend on Fizen’s ability to safeguard relevant assets, maintain accurate records and honour the balance.
• Principal-counterparty and insolvency risk — for QR Pay, accepted Digital Assets become Fizen’s property and the QR Pay Balance is an unsecured contractual claim against Fizen. If Fizen becomes insolvent or cannot perform, you may lose some or all of that balance.
• Cybersecurity risk — your device, network, credentials, Fizen systems or third-party systems may be compromised.
• Smart-contract risk — smart contracts may contain bugs or vulnerabilities or behave unexpectedly.
• Protocol and network risk — Blockchains and protocols may experience congestion, forks, attacks, validator failures, outages or changed fees.
• Regulatory risk — law, regulation, licensing expectations or enforcement practices may change and restrict or prohibit a Service or transaction.
• Sanctions and compliance risk — transactions may be delayed, blocked, restricted or reported.
• Stablecoin risk — USDT, USDC or another stablecoin may lose its intended peg, become illiquid, be frozen by its issuer or lose some or all of its value.
• Third-Party Service risk — a partner, issuer, supplier, protocol or other third party may fail, delay performance, become insolvent or discontinue a product.
• Tax risk — transferring, selling, swapping, spending or receiving Digital Assets may create tax, accounting or reporting obligations.
• No investment, tax or legal advice — nothing on the Platform constitutes investment, tax, accounting or legal advice.

Each Product Terms document contains additional disclosures specific to the relevant Service. You should read them before using that Service.

8. Acceptable Use

You agree not to, and not to assist any third party to:

• use the Platform for any unlawful, fraudulent, deceptive, abusive or harmful purpose, including money laundering, terrorist financing, sanctions evasion, tax evasion, market manipulation, illegal gambling, unregistered securities activity, illegal narcotics, child sexual abuse material, human trafficking, intellectual-property infringement or unlawful weapons trading;
• structure transactions to evade screening, monitoring, limits or reporting thresholds;
• use mixers, tumblers, anonymising services, privacy tools or obfuscation techniques in violation of Applicable Law or to conceal unlawful activity;
• use a VPN, Tor, proxy, location-spoofing tool, false information, multiple accounts or another person’s account to evade geographic, eligibility or compliance restrictions;
• circumvent any security, access-control, rate-limit or technical feature of the Platform;
• introduce malware or other harmful code;
• spam, scrape, overload or interfere with the Platform or another User’s access;
• access non-public systems, data or areas of the Platform without authorisation;
• impersonate a person or misrepresent your identity, authority, residence, transaction purpose or source of assets; or
• use the Platform in a manner that could damage Fizen, a partner, a Merchant, another User or the integrity of a Service.

Fizen may, without prior notice where notice would be impracticable, prohibited or would compromise an investigation, investigate suspected violations and take action including suspending or terminating access, refusing or delaying transactions, reporting activity to competent authorities, freezing or restricting a Custodial-balance Service, and restricting the use or discharge of a contractual balance or obligation under a Principal-counterparty Service.

A QR Pay Balance will not be forfeited merely as a contractual penalty but may remain restricted or be otherwise dealt with where required by Applicable Law, a binding order or a final legal determination.

9. Fees

Use of the Fizen Wallet itself is free. Fizen may charge fees for certain Services as set out in the applicable Product Terms, transaction confirmation screen or Fee Schedule. Network fees are paid to Blockchain validators or other network participants and may change according to network conditions.

Fizen may change fees in accordance with clause 1.3 and the applicable Product Terms. Any applicable fee that can reasonably be determined in advance will be displayed before you confirm the relevant transaction.

10. Intellectual Property

All right, title and interest in the Platform, the Services, Fizen software, APIs, brand, trademarks, logos, designs, graphics, user interfaces, documentation and other Fizen content (the “Fizen IP”) is and remains the sole and exclusive property of Fizen and its licensors.

Subject to your compliance with these Terms, Fizen grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform solely for the purpose of using the Services as permitted by these Terms. All rights not expressly granted are reserved.

You retain ownership of your User Content. You grant Fizen and its Affiliates a worldwide, royalty-free, sublicensable and transferable licence to host, store, reproduce, modify, adapt, translate, publish, distribute and display your User Content to the extent reasonably necessary to operate, secure, support, market and improve the Services, comply with Applicable Law and exercise Fizen’s rights under these Terms. This licence continues for as long as reasonably necessary for those purposes, subject to the Fizen Privacy Policy and Applicable Law.

Any feedback or suggestion you voluntarily provide may be used by Fizen without restriction or compensation to you. You may not use any Fizen trademark without Fizen’s prior written consent.

To report alleged intellectual-property infringement, contact [e-mail] with: (a) your contact details; (b) identification of the protected work; (c) identification and location of the allegedly infringing content; (d) a good-faith statement; (e) a statement concerning accuracy and authority; and (f) your physical or electronic signature. Fizen may remove allegedly infringing content and terminate repeat infringers.

11. Privacy and Personal Data

Fizen’s processing of Personal Data is described in the Fizen Privacy Policy, which is incorporated into these Terms. To provide the Services, prevent fraud and comply with Applicable Law, Fizen may share Personal Data and transaction information with Affiliates, partners, service providers, Blockchain analytics providers, regulators, financial intelligence units, law-enforcement authorities and other persons described in the Privacy Policy.

Personal Data may be transferred to jurisdictions including Hong Kong, Singapore, the European Union, the United Kingdom, the United States, Vietnam, the Philippines and India. Fizen will implement safeguards required by Applicable Law for applicable cross-border transfers. You may exercise your data-subject rights by contacting [e-mail].

12. Compliance and Reservation of Rights

Fizen reserves the right, at any time and without prior notice where notice would be impracticable, prohibited or would risk tipping off a sanctioned or AML-relevant counterparty, to:

• refuse to process, delay, block, suspend, reverse where technically possible, or unwind a transaction;
• suspend, restrict or terminate your access to all or part of the Services;
• freeze, restrict, hold or refuse to release assets or balances that Fizen lawfully holds or controls under a Custodial-balance Service;
• restrict, delay or refuse the use, payment, withdrawal or other discharge of a contractual obligation under a Principal-counterparty Service, including a QR Pay Balance;
• restrict any other value or transaction over which Fizen has lawful technical or contractual control;
• request additional information or documentation; and
• disclose information or report you and your activity to partners, regulators, financial intelligence units, law-enforcement authorities, courts and other competent authorities.

Fizen may take these actions where it reasonably believes they are necessary or appropriate to comply with Applicable Law or a binding request; detect or prevent fraud, money laundering, terrorist financing, sanctions evasion, market abuse or other unlawful activity; resolve an error or dispute; or protect the security, integrity or reputation of the Platform, Services, Fizen, its partners or Users.

For clarity, a restriction affecting a QR Pay Balance is a restriction on the use or discharge of Fizen’s contractual obligation. It does not mean that Fizen holds the User’s Digital Assets in custody. Fizen may be legally prohibited from notifying you of a restriction or explaining its reasons.

You must promptly provide complete and accurate information requested for a review. Fizen is not required to process a transaction or discharge an obligation while required information remains outstanding or while a lawful restriction applies.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. FIZEN AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, AVAILABILITY AND NON-INFRINGEMENT.

FIZEN DOES NOT WARRANT THAT THE PLATFORM OR A SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM HARMFUL COMPONENTS; THAT A DEFECT WILL BE CORRECTED; THAT A TRANSACTION WILL BE COMPLETED WITHIN A PARTICULAR PERIOD; OR THAT A PARTNER, BLOCKCHAIN, PROTOCOL, TOKEN, MERCHANT, SUPPLIER, PRODUCT OR LICENCE WILL REMAIN AVAILABLE.

Nothing in this clause excludes a warranty, right or remedy that cannot lawfully be excluded.

14. Limitation of Liability

To the maximum extent permitted by Applicable Law, Fizen and its Affiliates shall not be liable to you, whether in contract, tort, statute, equity or otherwise, for any: (a) indirect, incidental, special, consequential, exemplary or punitive damages; (b) loss of profits, revenue, business, savings, opportunity, goodwill, reputation, data or use; (c) loss arising from Digital Asset volatility, stablecoin depeg, network congestion, Blockchain forks, smart-contract defects, oracle failures or validator behaviour; (d) loss arising from your loss of or failure to safeguard a Private Key, seed phrase, password, device or other access credential; (e) loss arising from a Third-Party Service, partner, Merchant or supplier; or (f) loss arising from a cause beyond Fizen’s reasonable control.

Subject to the exclusions below, Fizen’s aggregate liability arising out of or relating to these Terms, the Platform or the Services shall not exceed the greater of: (i) the total fees you paid directly to Fizen for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim; and (ii) USD 100 or its equivalent. Where a Product Terms document specifies a different liability cap for a Service, that cap applies to that Service.

Unless the applicable Product Terms expressly and lawfully provide otherwise, the liability cap does not by itself extinguish Fizen’s obligation to account for and discharge a valid outstanding contractual balance, including a QR Pay Balance. This does not give you ownership, security or priority over any Fizen asset and does not guarantee full recovery in an insolvency, restructuring or other proceeding governed by creditor-priority rules.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, Fizen’s gross negligence or wilful misconduct, a non-waivable consumer right, or any other liability that cannot lawfully be excluded or limited.

Any claim must be filed within one (1) year after the cause of action accrues unless a longer period is required by Applicable Law.

15. Indemnification

To the maximum extent permitted by Applicable Law, you agree to defend, indemnify and hold harmless Fizen, its Affiliates and their respective officers, directors, employees, agents, licensors and service providers from third-party claims, demands, proceedings, damages, losses, liabilities, costs and expenses, including reasonable legal fees, arising from: (a) your unlawful or unauthorised use of the Platform, a Service or a Third-Party Service; (b) your User Content; (c) your material breach of these Terms or Product Terms; (d) your violation of Applicable Law; (e) your infringement of a third-party right; (f) a dispute between you and a third party for which Fizen is not responsible; or (g) a tax obligation for which you are responsible.

Fizen will provide reasonable notice of a claim where practicable and may assume control of the defence. You must reasonably cooperate and must not settle a claim imposing liability, admission or obligation on Fizen without Fizen’s prior written consent. Your indemnification obligation does not cover the portion of a claim caused by Fizen’s own gross negligence, wilful misconduct or breach of Applicable Law, and does not apply where prohibited by mandatory consumer law.

16. Termination

You may stop using the Platform at any time. Fizen may suspend, restrict or terminate your access to all or part of the Services for breach of these Terms or Product Terms, suspected unlawful activity, security risk, partner unavailability, regulatory requirement, discontinuation of a Service, insolvency or another reason permitted by Applicable Law. Fizen will provide notice where reasonably practicable and legally permitted.

Upon termination, your right to use the affected Services ends. Fizen may delete, retain or anonymise data subject to the Privacy Policy and legal retention requirements. You remain responsible for fees, transactions and obligations arising before termination.

Digital Assets in your non-custodial Fizen Wallet remain on the Blockchain and are not transferred to Fizen merely because your Platform access ends.

For a Custodial-balance Service such as the current Fizen Card model, treatment of any remaining balance is governed by the applicable Product Terms and partner agreement.

For a Principal-counterparty Service such as QR Pay, termination does not by itself extinguish a valid remaining contractual obligation. Subject to pending transactions, fees, corrections, lawful set-off rights, compliance checks and binding legal restrictions, Fizen will provide a reasonable method for discharging an available QR Pay Balance as described in the Fizen QR Pay Terms.

Fizen may require identity verification, source-of-funds information or a verified destination address and may delay discharge where required by Applicable Law or a necessary compliance review. A QR Pay Balance will not be forfeited solely because access is suspended or terminated, except where a binding law, court order or final legal determination requires otherwise.

Clauses that survive by their nature, including provisions concerning ownership, outstanding balances or obligations, completed transactions, fees, taxes, risk, privacy, compliance, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, governing law and miscellaneous matters, survive termination.

17. Force Majeure

Fizen is not liable for a delay or failure caused by an event beyond its reasonable control, including natural disasters, epidemics or pandemics, war, civil unrest, terrorism, labour disputes, cyber-attacks, infrastructure failure, Blockchain or protocol failure, validator or oracle failure, regulatory action, court orders, sanctions designations, partner or service-provider default or insolvency, or an event that makes performance impracticable, illegal or unduly burdensome.

This clause does not extinguish a valid outstanding balance or contractual obligation solely because performance is delayed. The affected obligation remains subject to the applicable Product Terms, Applicable Law and any insolvency or creditor-priority rules.

18. Dispute Resolution and Governing Law

Please read carefully. This clause requires you and Fizen to resolve most disputes through binding arbitration on an individual basis. It waives your right to participate in class actions, class arbitrations or representative actions and, to the extent permitted by Applicable Law, your right to a jury trial.

18.1 Governing law

These Terms are governed by the laws of Hong Kong, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. If you are a consumer habitually resident in a jurisdiction with mandatory consumer-protection laws that cannot be varied by agreement, this choice does not deprive you of the protection of those laws.

18.2 Informal resolution

Before commencing arbitration or another formal proceeding, the claiming party must send a written Notice of Dispute to the other party, in Fizen’s case to [e-mail], describing the claim, supporting facts and relief sought. The parties will then attempt in good faith to resolve the dispute for sixty (60) days. Applicable limitation periods are suspended for that period to the extent permitted by Applicable Law. Compliance with this process is a condition precedent to arbitration unless urgent relief is reasonably required.

18.3 Binding arbitration

Disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Arbitration Rules in force when the arbitration is commenced. The seat of arbitration is Singapore. The tribunal will consist of one arbitrator for claims below USD 1,000,000 in aggregate and three arbitrators for other claims. The language is English. The arbitration and award are confidential except as required by Applicable Law or for enforcement.

18.4 Class action and jury trial waiver

To the maximum extent permitted by Applicable Law, you and Fizen each waive any right to bring or participate in a class action, collective action, mass arbitration, representative action, consolidated proceeding or private-attorney-general action. To the maximum extent permitted by Applicable Law, you and Fizen each waive any right to a jury trial in a court proceeding.

18.5 Carve-outs

Either party may bring an individual action in an eligible small-claims court in the User’s place of habitual residence instead of arbitration. Either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction to protect intellectual property, preserve assets, prevent fraud or prevent unauthorised access without first completing the informal-resolution process.

18.6 Jurisdiction-specific rights

Nothing in this clause prevents a User from making a complaint to a regulator, ombudsman, data-protection authority or other competent authority, or from exercising a non-waivable right under Applicable Law. If any part of this clause is unenforceable in the User’s jurisdiction, that part will be modified or severed to the minimum extent necessary and the remainder will continue to apply.

19. Notices

Fizen may give you notice by email to your account address, in-app notification, Platform posting or another reasonable electronic method. Notice is deemed received when sent, absent a delivery failure, or when posted, subject to Applicable Law. You must keep your contact information current.

You may give Fizen notice for legal matters, including notices of dispute, privacy, security, AML, sanctions, politically exposed person and intellectual-property matters, at [e-mail].

20. Miscellaneous

• Entire agreement — these Terms, the Privacy Policy, applicable Product Terms and other documents incorporated by reference constitute the entire agreement concerning the Platform and Services.
• Severability — if a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue in effect.
• No waiver — failure or delay in exercising a right is not a waiver of that right.
• Assignment — you may not assign these Terms without Fizen’s prior written consent. Fizen may assign them to an Affiliate, in connection with a merger, reorganisation, financing or sale of all or part of its business or assets, or where required by Applicable Law, subject to any mandatory rights you have.
• No partnership, agency or fiduciary relationship — except for a capacity expressly stated in the applicable Product Terms, these Terms create no partnership, joint venture, agency, fiduciary, employment, franchise, trust, escrow or custodial relationship. For QR Pay, Fizen acts as principal purchaser of accepted Digital Assets and as contractual obligor in respect of the QR Pay Balance; it does not act as the User’s custodian, trustee or agent in relation to those Digital Assets.
• Third-party beneficiaries — Fizen’s Affiliates and partners are intended third-party beneficiaries only to the extent a provision expressly grants them a benefit or protection. Except as stated, no other person has rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong or an equivalent law.
• Headings — headings are for convenience and do not affect interpretation.
• Electronic delivery and signature — you consent to electronic communications and agree that electronic acceptance and signatures satisfy an “in writing” requirement to the extent permitted by Applicable Law.
• Language — these Terms are written in English. If a translation is provided and there is a conflict, the English version prevails except where Applicable Law requires the local-language version to prevail.
• No reliance — you acknowledge that you have not relied on a statement that is not expressly included in these Terms or the applicable Product Terms, subject to any non-waivable right concerning misrepresentation or consumer protection.

21. Contact

• Legal, including notices of dispute, privacy, security, AML, sanctions, politically exposed person, intellectual-property and other legal matters: [e-mail]
• General support: in-app live chat
• Registered office: Fizen Limited, Unit 1411, 14/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong