Important Notice
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 (the Fizen Card Terms, the Fizen Pay Merchant Terms, the Fizen QR Pay Terms, the Fizen Marketplace Terms, the Fizen Swap & Conversion Terms, the Fizen Tokenized Securities Terms, the Fizen Rewards Program Terms, the Fizen Promotions Master Terms — collectively, the “Product Terms”); and (d) any community guidelines, fee schedules and acceptable-use policies Fizen publishes. Each is incorporated into these Terms by reference. In the event of conflict between these Terms and a Product Terms document, the Product Terms prevail for that product only.1.3 Updates to these Terms
Non-material changes take effect immediately upon posting. Material changes (changes to fees, dispute resolution, governing law, limitation of liability, indemnity, prohibited acts, or the categories of personal data Fizen processes) 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 terminate your use of the Platform before the change takes effect. Continued use after the effective date binds you.2. Fizen’s Role — No-Licence Posture and Partner Reliance
2.1 Fizen as software operator
Fizen Limited operates the Fizen Platform as a software product and user interface that connects you to a number of licensed third-party providers. Fizen Limited is not, and does not hold itself out as, a bank, e-money institution, payment institution, money transmitter, virtual asset service provider, custody provider, broker-dealer, securities exchange, investment adviser, or any other regulated financial-services provider, in any jurisdiction.2.2 Licensed activities are performed by partners
Regulated activities accessible through the Platform are performed by licensed partners under their own licences. The principal partners as at the date of these Terms are:- Card Issuer — the regulated financial institution that issues the Fizen Card under licence from Visa, as identified in the Issuer Cardholder Agreement;
- Transak — a licensed virtual asset service provider in the United States, the United Kingdom, the European Union and other markets, providing the fiat on-ramp and off-ramp services;
- Ondo Finance — the issuer of certain tokenized securities accessible through the Tokenized Securities feature;
- KyberSwap and 1inch — decentralised exchange aggregators integrated as the execution venue for in-Wallet swaps;
- Local Payment Partners — licensed institutions in each market in which Fizen QR Pay operates (including in Vietnam and the Philippines);
- Marketplace Suppliers — gift-card, eSIM, mobile top-up, hotel and flight aggregators that supply the items in the Fizen Marketplace.
2.3 No Fizen licences as at the date of these Terms
As at the date of these Terms, Fizen Limited does not hold any financial-services or virtual-asset-service licence, registration or authorisation in any jurisdiction. Fizen has applied for admission to the Vietnam regulatory sandbox in respect of certain Vietnam-related Services; the application is not itself a licence and does not provide any present authorisation. Fizen reserves the right to apply for, obtain or be required to hold licences in the future; any such licences will be disclosed in these Terms or in the relevant Product Terms once obtained.3. Custodial vs Non-Custodial Services
The Platform offers some Services in which you retain self-custody of your Digital Assets, and other Services in which Fizen holds the relevant Digital Assets against an internal balance for you. The distinction is important for understanding your rights and risks.
3.1 Non-custodial Services (you retain self-custody)
- Fizen Wallet — your Private Key is generated on your device and is never transmitted to or stored by Fizen. Fizen has no ability to access, freeze or move Digital Assets in your Fizen Wallet.
- Fizen Swap — Swaps are executed on-chain by independent decentralised exchange aggregators against transactions you sign with your own Private Key. Fizen does not hold the Digital Assets in transit.
- Fizen Marketplace — although you pay in crypto and Fizen converts to fiat to procure the Marketplace Item from the Supplier, your payment to Fizen is a one-off transaction in respect of a specific Order; Fizen does not maintain a balance for you in the Marketplace.
- Fizen Tokenized Securities — tokenized securities trades are executed on-chain through third-party aggregators and settle to your own Fizen Wallet. Fizen does not custody the tokenized securities.
- Fizen Pay (for merchants) — the merchant’s settlement smart contract is owned by the merchant’s own blockchain wallet. Fizen does not own or control the contract or the wallet.
- Fizen on/off-ramp via Transak — Transak is the counterparty for the fiat leg. Fizen does not hold fiat at any point.
3.2 Custodial-balance Services (Fizen holds a balance for you)
- Fizen Card — you deposit USDT to a Fizen-controlled wallet; Fizen pools deposits and tracks your individual balance in an internal database; Fizen prefunds the Card partner from the pool. Your Card balance is a personal claim against Fizen, not a self-custodied asset. See the Fizen Card Terms for full detail.
- Fizen QR Pay — same mechanic — deposits to a Fizen-controlled smart contract, balance tracked at Fizen, prefund to Local Payment Partner. See the Fizen QR Pay Terms for full detail.
3.3 Implications of the custodial-balance Services
If you use Fizen Card or Fizen QR Pay, you should understand that:- Your balance is not a bank deposit and is not insured by any deposit-protection scheme;
- Your balance is a personal claim against Fizen (a creditor relationship);
- If Fizen becomes insolvent, has its wallets compromised, or is otherwise unable to honour its obligations, you may lose some or all of the balance;
- Fizen has the technical ability — and where required by Applicable Law, the obligation — to freeze, block or refuse to process Deposits, Withdrawals or transactions in respect of those balances;
- The full detail and risk allocation is in the Fizen Card Terms and the Fizen QR Pay Terms; please read them carefully before depositing.
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 relevant Product Terms.- “$FIZEN” — the Digital Asset proposed to be issued by Fizen or an Affiliate as Fizen’s native token. As at the 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, the Services or a transaction.
- “Blockchain” — a public, permissionless, 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.
- “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 (ERC-20, BEP-20, SPL, TRC-20), stablecoins (USDT, USDC), 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.
- “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.
- “Private Key” — the cryptographic private key or other access credential that controls access to a Wallet.
- “Product Terms” — the product-specific terms Fizen publishes for each Service, as listed in clause 1.2.
- “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/off-ramp provider, oracle, bridge or other product not operated by Fizen but accessed, used or integrated through the Services.
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 is determined at onboarding and is verified on an ongoing basis through KYC, IP, device and behavioural signals. Fizen reserves the right to refuse to provide, restrict or withdraw any Service at any time in any jurisdiction without notice where Fizen reasonably believes such action is necessary or appropriate.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, resident or located in a comprehensively sanctioned jurisdiction (UN, OFAC, EU, UK OFSI, HK independent sanctions, MAS — including, as at the date of these Terms, Cuba, Iran, North Korea, Syria, the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, Kherson and Zaporizhzhia regions of Ukraine);
- not be a person on, or owned (50% or more) or controlled by a person on, any consolidated sanctions or restricted-party list (OFAC SDN, U.S. Commerce Denied Persons List, UN Consolidated Sanctions, EU Consolidated Financial Sanctions, UK Consolidated List, Hong Kong Independent Sanctions);
- not be subject to any other applicable geographic restriction set by Fizen, the Card Issuer, the Local Payment Partner, or another partner whose product you wish to use;
- not have been previously suspended or terminated from the Fizen Platform; and
- comply with the Acceptable Use clause.
5.3 Your representations and warranties
You represent and warrant, each time you use the Services, that: (a) the information you have provided to Fizen is true, accurate and complete, and you will promptly update us of any change; (b) you are using the Services for your own account and not on behalf of any undisclosed third party; (c) any Digital Assets you transfer through the Services are owned by you free of any encumbrance, are not the proceeds of unlawful activity, and have not been used to fund unlawful activity; (d) your use of the Services in your jurisdiction is lawful for you; and (e) you understand the risks of using Digital Assets and have the financial means to bear total loss.6. Account and Wallet Access
To use certain Services you may be required to create a Fizen account by providing an email address and verifying it. The Fizen Wallet itself is a self-hosted software wallet — your Private Key is generated on your device, encrypted locally, and never transmitted to Fizen. Fizen does not have, and cannot reset, your Private Key for the Wallet. You must enable two-factor authentication where Fizen makes it available and notify Fizen at legal@fizen.io within seventy-two (72) hours of suspecting unauthorised access to your account or compromise of your Wallet. Certain Services require KYC at the level required for that Service. Failure to complete KYC, or providing false information, may result in suspension or termination of access to the affected Services.7. Risk Disclosures
Use of the Fizen Platform, Digital Assets and Blockchain technology involves significant risks. The principal categories are:- Market and price volatility — Digital Asset prices may fall to zero.
- Irreversibility — confirmed blockchain transactions cannot be reversed.
- Custody and access — loss of Private Key, password, device or backup may result in permanent loss of access to non-custodial Wallets; Fizen-counterparty risk applies to balances held in custodial Services (Card, QR Pay).
- Cybersecurity — your device, network and credentials may be compromised.
- Smart-contract risk — bugs, exploits and oracle failures.
- Protocol and network risk — congestion, forks, validator collusion.
- Regulatory change — laws may change in ways that restrict your use of the Services.
- Sanctions screening — your transactions may be blocked or reported.
- Stablecoin depeg — USDT and other stablecoins may trade below their intended peg.
- Third-Party Service risk — partners and aggregators may fail.
- No investment, tax or legal advice — nothing in the Services constitutes advice.
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 (money laundering, terrorist financing, sanctions evasion, tax evasion, market manipulation, illegal gambling, unregistered securities offerings, illegal narcotics, CSAM, human trafficking, IP infringement, weapons trading); structure transactions to evade reporting thresholds; use mixers, tumblers or anonymising services in violation of Applicable Law; use a VPN, Tor or proxy to evade geographic restrictions; circumvent any technical or security feature of the Platform; upload malware; spam or send unsolicited promotional content; access non-public areas of the Platform; impersonate any person; or use the Platform in any manner that could damage or impair it. Fizen may, without prior notice where notice would be impracticable, investigate any suspected violation and take action including suspension or termination of access, refusal to process transactions, reporting to law enforcement, and (in respect of custodial-balance Services) freezing the balance.9. Fees
Use of the Fizen Wallet itself is free. Fizen may charge fees for certain Services as set out in the relevant Product Terms or the Fee Schedule. Network fees are paid by you to Blockchain validators. Fizen may change fees with at least fourteen (14) days’ notice for any increase.10. Intellectual Property
All right, title and interest in the Platform, the Services, the Fizen software, APIs, brand, trademarks, logos, designs, graphics, user interfaces, documentation and any 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, revocable licence to access and use the Platform for the sole purpose of using the Services as permitted by these Terms. All rights not expressly granted are reserved. You retain ownership of User Content. You grant Fizen and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, modify, adapt, translate, publish, distribute, display and create derivative works of User Content in connection with operating, marketing and improving the Services. Any feedback you submit is assigned to Fizen. You may not use any Fizen trademark without Fizen’s prior written consent. To report alleged IP infringement, contact legal@fizen.io with (a) your contact details, (b) identification of the work, (c) identification of the allegedly infringing content, (d) a good-faith statement, (e) an accuracy and authority statement, and (f) your 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. Personal Data may be transferred to jurisdictions including Hong Kong, Singapore, the EU, the UK, the US, Vietnam, the Philippines and India. Fizen will implement the safeguards required by Applicable Law for any such transfer. You may exercise your data-subject rights by contacting legal@fizen.io.12. Compliance and Reservation of Rights
Fizen reserves the right, at any time and without prior notice where notice would be impracticable or would risk tipping off a sanctioned or AML-relevant counterparty, to: (a) refuse to process, delay, block, suspend, reverse (where technically possible) or unwind any transaction; (b) suspend or terminate your access to all or part of the Services; (c) freeze, restrict, hold or refuse to release any balance or other value Fizen has technical control of (including, in the case of the Fizen Card and Fizen QR Pay, your custodial balance); (d) request additional information or documentation; and (e) report you and your activity to regulators, financial intelligence units, law-enforcement authorities and other competent authorities, in each case where Fizen reasonably believes such action is necessary or appropriate to comply with Applicable Law, to detect or prevent fraud, money laundering, terrorist financing, sanctions evasion, market abuse or other unlawful activity, or to protect the security or reputation of the Services.13. Disclaimers
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 price volatility of Digital Assets, network congestion, blockchain forks, smart-contract defects, oracle failures or validator behaviour; (d) loss arising from your loss of, or failure to safeguard, your Private Key, seed phrase, password, device or other access credential; (e) loss arising from any Third-Party Service or any partner (StraitsX, DBS, the Card Issuer, Transak, Ondo, the Local Payment Partner, Marketplace Suppliers); or (f) loss arising from any cause beyond Fizen’s reasonable control. Subject to the carve-outs 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 Fizen for the affected Service in the twelve (12) months immediately preceding the event, and (ii) USD 100. Where a product-specific liability cap is set out in a Product Terms document, that cap applies in respect of the Service it governs. Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by Fizen’s negligence, Fizen’s gross negligence or wilful misconduct, any non-waivable consumer right, or Fizen’s indemnification obligations. Any claim must be filed within one (1) year after the cause of action accrues, unless prohibited by Applicable Law.15. Indemnification
You agree to defend, indemnify and hold harmless Fizen, its Affiliates, partners and their respective officers, directors, employees, agents, licensors and service providers from claims, demands, suits, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from (a) your access to or use of the Platform, the Services or any Third-Party Service; (b) any User Content you submit; (c) your breach of these Terms or any Product Terms; (d) your violation of Applicable Law; (e) your infringement of any third-party right; (f) any dispute between you and any third party; or (g) any tax obligation arising from your use of the Services. Fizen will promptly notify you and may assume the exclusive defence at its expense; you must not settle without Fizen’s prior written consent. Your indemnification does not cover the portion arising from Fizen’s own gross negligence, wilful misconduct or breach of Applicable 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 at its sole discretion at any time (with or without notice where notice is impracticable) for breach of these Terms, risk of unlawful activity, regulator requirement, or insolvency. Upon termination, your right to use the Services ends; Fizen may delete or anonymise data subject to legal retention; you remain liable for fees and activity prior to termination. Funds in your non-custodial Wallet are unaffected (they remain on the Blockchain). For custodial-balance Services (Card, QR Pay), the procedure for return of remaining balance is set out in the relevant Product Terms. Clauses that survive by nature (Definitions, Risk, Privacy, Compliance, IP, Disclaimers, Limitation, Indemnification, Dispute Resolution, Governing Law, Miscellaneous) survive termination.17. Force Majeure
Fizen is not liable for any delay or failure caused by an event beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, terrorism, labour disputes, cyber-attacks, infrastructure failure, blockchain network failure, validator collusion, oracle failure, regulatory action, court orders, sanctions designations, the insolvency or default of a partner or service provider, or any event that makes performance impracticable, illegal or unduly burdensome.18. Dispute Resolution and Governing Law
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 derogated from by agreement, this choice does not deprive you of the protection of those laws.18.2 Informal resolution
Before commencing arbitration or other formal proceedings, the claiming party must send a written Notice of Dispute to the other party (in Fizen’s case, to legal@fizen.io) describing the claim and the relief sought. The parties will then negotiate in good faith for sixty (60) days. Limitation periods are tolled for that period. Compliance is a condition precedent to arbitration.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. Seat: Singapore. Number of arbitrators: one for claims under USD 1,000,000 in aggregate, three otherwise. Language: English. The arbitration and any award are confidential except as required by Applicable Law.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 trial by jury in any court proceeding.18.5 Carve-outs
Either party may bring an individual action in a small-claims court in the user’s place of habitual residence in lieu of arbitration. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect IP or to prevent unauthorised access, without first complying with the informal-resolution or arbitration steps.18.6 Jurisdiction-specific notices
EU consumers may access the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr/. UK consumers have similar ODR rights. If you are habitually resident in a U.S. state where any portion of this clause is unenforceable, the unenforceable element is severed and the remainder applies.19. Notices
Fizen may give you notice by email to your account address, by in-app notification, by Platform posting or by other reasonable means. Notice is deemed received when sent (email, absent bounce) or posted. You must keep your contact details current. You may give Fizen notice for all legal matters (including notices of dispute, privacy, security and AML/sanctions/PEP matters) at legal@fizen.io.20. Miscellaneous
- Entire agreement — these Terms, the Privacy Policy and any Product Terms constitute the entire agreement.
- Severability — invalid provisions are modified to the minimum extent necessary; otherwise severed; the rest remains in force.
- No waiver — failure to enforce is not waiver.
- Assignment — you may not assign without consent; Fizen may assign to Affiliates, in connection with a transaction, or as required by law.
- No partnership or agency — these Terms create no partnership, joint venture, agency, fiduciary, employment or franchise relationship.
- Third-party beneficiaries — Fizen’s Affiliates, partners (Card Issuer, StraitsX, DBS, Transak, Ondo, Local Payment Partners, Marketplace Suppliers) are intended third-party beneficiaries. No other person has rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) Hong Kong or equivalent.
- Headings — for convenience only.
- Electronic delivery and signature — you consent to electronic communications; electronic signatures satisfy any ‘in writing’ requirement.
- Language — English. In case of conflict between English and any translation, English prevails, except where local law requires the local-language version to prevail.
- No reliance — you have not relied on any statement other than as expressly set out in these Terms.
21. Contact
- Legal (including notices of dispute, privacy, security, AML/sanctions/PEP, IP and all other legal matters): legal@fizen.io
- 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