Terms of Service

The following is a summary of the BiyaPay Terms of Service, provided solely for your convenience and reference. You must read the complete Terms of Service below to understand the legally binding terms.

Summary of the BiyaPay Terms of Service

This summary outlines the Terms of Service that apply to your use of our websites, platform, transactions, and other services. This summary is not legally binding and is provided for informational purposes only. Although we hope this summary is helpful, please read the full Terms of Service below for the legally binding terms.

• Accounts and Eligibility. The Terms of Service set out the eligibility criteria for your use of our services and platform. They also include requirements regarding who may create an account and what you may not do with your account.

• Our Services. Below you will find terms governing how you may use our services. Our services are subject to fees, and the Terms of Service provide additional information about those fees and how you pay them. There are also many prohibited ways of using our services or platform, some of which are described below.

• Supported Assets and Service Availability. Certain assets or services may be unavailable or may be available only in certain jurisdictions. We may also cease supporting certain assets or discontinue certain services.

• Changes. The Terms of Service discuss changes we may make to our services, platform, or the Terms themselves, including how we may suspend or terminate the services, the platform, or your account. We may modify the Terms of Service, our services, or the platform at any time without prior notice. Your continued use of our services and platform constitutes your agreement to the Terms of Service and any changes to them.

• Risks and Liability. There are risks associated with using our services, and the Terms of Service cover some of those risks. The Terms of Service also address your responsibility for assuming risks, limit our liability to you, limit the remedies you may seek against us, and prescribe how you may seek those remedies.

• No Insurance. We are not a bank or other depository institution. Your account is not a deposit account or bank account. Your account and assets are not insured against loss and are not protected by any deposit insurance corporation, securities investor protection corporation, or similar organization anywhere in the world.

• Addenda. You may have the opportunity to use additional services offered by us. The addenda to the Terms of Service contain the terms and conditions applicable to those additional services.

• Dispute Resolution. We hope to avoid disputes, but if a dispute arises, you must resolve it with us through arbitration, and the manner in which you may seek relief may be limited.

• Account Termination. You may terminate your account at any time by transferring your assets, converting any fiat balance to a financial account, and ceasing to use our services. Certain terms of our relationship will remain effective after you terminate your account, as detailed below.

The following Terms of Service are binding and enforceable.

BiyaPay Terms of Service

Last Updated: June 19, 2024

Please read these Terms of Service carefully (including all addenda, the “Terms”), because they are binding and govern your use of our services, our websites (including www.biyapay.io and cn.biyapay.io), and the mobile applications through which you access our services (the “Platform”), as well as any applicable third-party terms to which you may agree when using or receiving our mobile applications (for example, the terms of the Apple App Store or Google Play, as applicable). If these Terms conflict with any such third-party terms, these Terms will control to the extent of the conflict. By accessing or using our services or Platform, or by creating an account, you agree to these Terms.

These Terms may be changed at any time without prior notice, including updates to: (1) reflect changes to our services and Platform or the way we conduct our business; (2) reflect the addition of new services, features, technologies, or offerings; (3) respond to legal, regulatory, or security developments; or (4) prevent harm to our services and Platform or to users of our services and Platform. These Terms may be amended only in writing, and any changes will be effective as of the “Last Updated” date above. You should check these Terms frequently for updates. If you continue to access or use our Platform or services after we change these Terms, you agree to all such changes.

We provide our services and Platform to users in many countries and regions. Accordingly, not all services are available on every platform or in every region, and the services and Platform may be provided to you by one of our affiliated entities.

These Terms are a legally binding agreement between “you” (an individual or an entity acting through an authorized individual) and BIYA GLOBAL LIMITED (including its affiliates, “we,” “us,” “our,” “BiyaPay,” or “BIYA GLOBAL”).

For ease of reading, these Terms are organized as follows:

Terms of Service

1. Eligibility; Accounts

2. Asset Transfers In

3. Withdrawals or Remittances

4. Transactions

5. Fees; Taxes

6. Supported Assets

7. Content

8. Restrictions

9. Risks

10. Disclaimers

11. Limitation of Liability

12. Indemnification

13. Dispute Resolution; Arbitration; Governing Law

14. Suspension; Termination; Discontinuance

15. Legal Disclosures

16. Personal Data

17. Notices

18. General

19. Definitions

1. Eligibility; Accounts

Eligibility

To use most of our services, you will need to create an account with us. Your account may hold certain assets. To use any of our services or create an account, you must satisfy at least the following requirements (the “Requirements”):

• if you are an individual, you must have reached the age at which you may lawfully enter into a binding contract in your jurisdiction (in Singapore, that age is 18, but it may differ in your location);

• if you are an entity, you must be duly organized and validly existing under the applicable laws of the jurisdiction in which you are organized;

• you must have a currently valid email address, mobile phone number, and proof of identity;

• you must have full power and authority to enter into these Terms without violating any other agreement to which you are a party;

• you must not be restricted from using our services;

• if you are an individual, you must not be located in, subject to, or resident in any comprehensively sanctioned country or region published by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). As of the effective date of these Terms, such countries and regions include Iran, North Korea, Syria, Cuba, and the Crimea, Donetsk, and Luhansk regions of Ukraine. We will not refuse to open an account solely because of your nationality or residency in any country or region outside the foregoing list;

• if you are an entity, you must not be directly or indirectly owned or controlled by any person located in, subject to, organized in, or resident in any of the OFAC comprehensively sanctioned countries or regions listed above. For all other countries and regions, we will conduct a risk-based review and will not refuse to open an account solely because of the entity’s place of incorporation.

In addition, you may be required to comply with other requirements in your jurisdiction in order to open an account or use the services. We will use reasonable efforts to notify you of such other requirements, but your ability to open an account and use the services is subject to those other requirements whether or not notice is given. By creating an account or using the services, you represent and warrant that you satisfy all Requirements. If you no longer satisfy the Requirements, you must immediately notify us and stop using your account and the services. We may require you to provide proof that you satisfy the Requirements. Even if you satisfy the Requirements, we may, in our sole discretion, determine that you are not eligible to have an account or use the services.

Even if you satisfy all Requirements, we may determine, upon prior notice to you, that you are not eligible to have an account or use the services on reasonable anti-money laundering, anti-fraud, or legal compliance grounds. If we refuse to open an account, we will inform you of the main reasons unless prohibited by law.

You authorize us, directly or through third parties, to conduct inquiries that we consider necessary to verify your identity, confirm the eligibility requirements above, protect you or us from fraud or other financial crime, and comply with applicable law. You understand and agree that we may take any action we reasonably consider necessary based on the results of such inquiries. We will use reasonable efforts to notify you of any decision arising from the results of such inquiries that directly affects the status of your account. When we conduct these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference agencies, fraud prevention agencies, or financial crime agencies, and that such agencies may respond fully to our inquiries.

Your Activities

You agree, represent, and warrant that you will:

• not use your account for the benefit of anyone other than yourself;

• not share your account or password with anyone;

• maintain the security of your account, including by setting a strong password for your account that you do not use elsewhere;

• promptly notify us if you discover or suspect any security breach involving your account;

• to the maximum extent permitted by applicable law, be responsible for all activity that occurs under your account and accept all risks of authorized or unauthorized access to your account; and

• always provide accurate, complete, truthful, and current information (including your email address, mobile phone number, and street address) when using any account or service, including when conducting transactions, transfers in and transfers out, and in response to any screen prompts displayed within the services or on our Platform.

We may, in our sole discretion, determine whether it is necessary or appropriate to suspend or even terminate your account. Please see Section 14 below for information regarding account suspension or termination.

You are solely responsible for all acts and omissions that occur under your account, and all actions taken using your account will be deemed to have been taken by you.

2. Asset Transfers In

Accounts

Many of our services require you to hold certain assets in your account. To transfer assets into your account (a “Transfer In”), you must be the legal or beneficial owner of a bank account maintained outside the services (a “Bank Account”), and your Bank Account must be approved by us. We do not approve all Bank Accounts and may revoke approval of any Bank Account at any time without prior notice.

We are not responsible for the use, management, or security of any Bank Account. By using a Bank Account to access the services, you represent and warrant that:

(1) you are the beneficial owner of the Bank Account;

(2) you comply with all terms and conditions applicable to the Bank Account;

(3) you have the right to make deposits into and withdrawals from the Bank Account; and

(4) you have provided us with complete and accurate information regarding the Bank Account.

Before accepting any transfer from a Bank Account, we may require you to verify that you control the Bank Account, and you agree to provide us with all information necessary to conduct such verification.

Our services support only certain types of assets. If you attempt to Transfer In assets that we do not support or accept, you may permanently lose such assets, and we will not be responsible for your loss. We may, in our sole discretion, attempt to identify and return such assets, but we have no obligation to do so. If we choose to do so, we may charge you fees to cover the costs and expenses associated with identifying and returning such assets or cryptocurrency. Such fees may be deducted from the assets improperly attempted to be transferred in.

Execution

We do not control or guarantee the time required to complete a Transfer In. This timeframe depends on the performance of third parties, including third-party financial institutions or payment services.

Deposits and issuances may not be cancellable once initiated. All deposits and issuances are final and non-refundable once completed, although you may hold the assets. We may reject any Transfer In, or impose limits on your Transfers In, at any time and without notice. If you reverse a deposit, issuance, payment, or other transaction from a Bank Account, you authorize us, in our sole discretion, to cancel the transaction or use other assets and fiat currency in your account to complete the transaction or resolve any resulting shortfall or negative balance, including by converting assets or fiat currency in your account into other types of assets or fiat currency and deducting any applicable fees.

We may charge you deposit and issuance fees. For more information about fees, please see Section 6. Use of a financial account may also result in third-party fees, and we are not responsible for any such third-party fees.

Custody and Ownership of Assets

Assets in your account, including received assets, are assets held by us for you. Ownership of the assets in your account remains with you at all times and does not transfer to us, except as otherwise provided in this Agreement. Assets in your account or in any other customer account are not our property, are not lent to us, and are not subject to claims of our creditors, and we do not and will not treat assets in your account or in any other customer account as our property.

As a licensed money services provider, we undertake that all customer assets, including fiat currency and digital currency, will be held in independent, segregated trust accounts or qualified custodial wallets and will be stored and managed completely separately from our own property. Such assets do not form part of our bankruptcy estate and will not be subject to recourse by our creditors. Upon your lawful request, we will provide a summary of an asset segregation report issued by an independent third party.

We cannot grant a security interest in the assets in your account (but we do not represent or warrant that any asset is free of any security interest or other lien or encumbrance). Except as required by a facially valid court order or as provided in these Terms, we will not sell, transfer, lend, pledge, or otherwise transfer any assets in your account unless you instruct us to do so. You own and control the assets in your account. You may withdraw your assets from your account as described in these Terms.

3. Withdrawals or Remittances

You may transfer assets out of your account (a “Withdrawal” or “Remittance”) to a Bank Account approved by us. You may withdraw up to the total amount of assets in your account, less any fees associated with such withdrawal. You may not make a Withdrawal or Remittance if the asset balance in your account is below any minimum balance requirement, any amount required to satisfy open positions, or any fees owed by you.

When you request a Withdrawal or Remittance, you authorize us to remove assets from your account or remit funds to your linked Bank Account, in each case less any fees. A Withdrawal or Remittance may fail to be completed in whole or in part, including because a third-party account rejects your assets or because a third-party account is unavailable. We will attempt to complete any Withdrawal or Remittance that can be completed (whether in whole or in part) within a reasonable time after your request, but we cannot guarantee that a Withdrawal or Remittance will be completed within any particular timeframe. We are not responsible for any losses resulting from any rejected Withdrawal or Remittance.

A Withdrawal or Remittance may not be cancellable once initiated. All Withdrawals or Remittances are final and irreversible once initiated, and we may reject any Withdrawal or Remittance, or impose limits on the Withdrawals or Remittances you may make (for example, in amount and frequency), at any time and without notice.

We may, in our sole discretion, determine whether it is necessary or appropriate to suspend your right to make Withdrawals or Remittances. We reserve the right to suspend your right to make Withdrawals or Remittances indefinitely to ensure compliance with these Terms or any legal, regulatory, or administrative obligation or guidance, as determined in our sole discretion. If we suspend your withdrawal rights, we will simultaneously notify you of the reason for the suspension and the expected duration. If the suspension exceeds 30 days, you have the right to submit an appeal through customer service, and we will respond within 15 business days. Unless otherwise required by law or regulation, the suspension period shall not exceed 90 days, at which time we will lift the suspension or discuss other solutions with you.

4. Transactions

In General

Subject to eligibility requirements and geographic restrictions, our services may allow you to conduct transactions through your account involving:

• one type of asset exchanged for another type of asset;

• U.S. stock assets or Hong Kong stock assets and their derivative assets; and

• digital currency assets and their derivative assets.

The assets available for trading may change without prior notice. In addition, you may not be able to trade certain assets for certain other assets.

Please refer to our Help Center for more information about transactions, including certain important terms related to transactions. If you do not understand all content in our Help Center or the important terms related to transactions, please do not engage in any transaction.

Execution

For more information about funding your account with assets before conducting a transaction, please refer to the relevant information. To conduct a transaction, you must submit an order through the services. Certain order types may not be suitable for you, and we may remove or modify any order type at any time in our sole discretion. Order types may be limited to certain assets, and not all assets may be traded using every order type.

When you submit an order, you authorize us to execute the transaction in accordance with the order (and the order type you select, if applicable) and to charge you any applicable fees and taxes. We cannot guarantee that any order will be traded at any particular exchange rate, and the exchange rate used for your order may differ from rates provided by third parties. We are not responsible for matching any third-party exchange rate or providing you with any particular exchange rate. The actual exchange rate at which an order is executed may differ from the current market exchange rate indicated by our services when you place the order, and we are not responsible for any such difference or any price fluctuation of any asset. Any exchange rate displayed on our Platform is valid only for a specific period and may not be current. If the order type you select for an order is set to execute only at a specific price or only if certain contingencies are met (for example, a limit order), we cannot guarantee that the order will be executed in whole or in part.

We may provide you with confirmation of transactions that you successfully execute. If we do not provide confirmation, that does not mean the transaction did not occur. Your “Order History” page will reflect successfully executed transactions. Proceeds of successfully executed transactions will be credited to your account, less any applicable fees, and the assets you traded for such proceeds will be deducted from your account.

We may, in our sole discretion, reject any transaction or other transaction, whether or not confirmed by you, and we will have no liability for any rejection.

After receiving a quote from BiyaPay containing indicative transaction terms and fees, you enter an order specifying the trading pair and amount to conduct the transaction, and we will complete the transaction as your counterparty.

Any transaction for which you submit a limit order or market buy or sell order will be executed by us for you in an agency capacity.

You understand that applicable transaction fees and taxes may change. Before you conduct a transaction, we will display the applicable fees charged by us. By confirming a transaction, you agree to pay all such applicable fees. If your transaction is rejected, which rarely occurs, you will not be required to pay any such fees.

Cancellation

All transactions are final and non-refundable. Unless otherwise provided in these Terms, all orders are non-cancellable, including before or after we execute a transaction. In certain circumstances, you may have the opportunity to request cancellation of an order before we execute the transaction, but we may reject any cancellation request in our sole discretion. If we honor such a cancellation request, it does not mean that we will cancel future orders in the same or similar circumstances. If your transaction or other transaction is unsuccessful, or your payment method does not have sufficient assets to complete the transaction or other transaction, you further authorize us, in our sole discretion, to cancel the transaction or use other assets in your account to complete the transaction or resolve any resulting shortfall or negative balance, including by converting assets in your account into other types of assets and deducting any applicable fees and taxes.

Errors

If an error occurs, whether through our services or Platform, in a purchase order confirmation, in processing your purchase, in funding your account, in transferring assets to a Bank Account, or in any other transaction, we reserve the right (and you authorize us) to correct such error, including by modifying the transaction (including charging the correct price), cancelling the transaction, or taking any other action to resolve the error (including converting assets in your account into other types of assets and deducting any applicable fees and taxes to correct the error).

Insufficient Assets

If there are insufficient assets in your account to complete a transaction, we may elect to cancel the entire transaction or to complete a partial transaction using the amount of assets currently available in your account, less any fees and taxes.

Restrictions

We may, at any time and without prior notice: (1) in our sole discretion, refuse to execute any transaction or order, including if your account does not hold or reflect sufficient assets; and (2) impose restrictions on transactions.

5. Fees; Taxes

Our Fees

You agree to pay us all applicable fees associated with your use of the services, including transaction, Transfer In, wealth management, and Withdrawal/Remittance fees. You authorize us to deduct a certain amount of assets, as applicable, from your account to pay any applicable fees associated with your use of the services. The applicable fees are displayed in our Help Center.

We may change our fees and fee schedule at any time. Changes to the fee schedule will become effective as of the effective date shown on the fee schedule and will apply prospectively to your use of the services. For any increase in fees, we will notify you by Platform announcement at least 30 days in advance. You have the right to terminate the agreement and withdraw all assets before the fee increase takes effect without paying additional fees.

If we determine that there are insufficient funds to pay any fees, you hereby authorize us to sell sufficient assets from your account to pay any fees due. You are responsible for any and all additional fees incurred in selling assets in order to pay fees to us.

If you fail to pay fees or any other amounts owed to us, such unpaid amounts will accrue interest at the stated annual rate or the maximum amount permitted by law. In addition, we may refer your unpaid amounts to a third party for collection, and we will charge you a collection fee equal to a percentage of the unpaid amounts or the maximum percentage permitted by applicable law to cover our collection-related costs.

Third-Party Fees

Your use of the services may also result in third-party fees, such as fees associated with your Bank Account or other fees. You are solely responsible for paying all such fees.

Taxes

You are solely responsible for determining the taxes applicable to your use of the services, including transactions, deposits, and withdrawals, and for reporting and remitting the correct taxes to the relevant tax authorities. You agree that, unless otherwise required by law, we have no responsibility or obligation to determine applicable taxes or to collect, report, withhold, or remit any taxes arising from any transaction or trade.

Notwithstanding anything to the contrary in this Agreement, we may deduct (or determine to deduct, as applicable) from any amount due or payable to you any national, provincial, local income tax, non-income tax, or other tax that may be required to be deducted under any applicable law or regulation of any jurisdiction or tax authority. You authorize us, in our sole discretion, to increase any applicable fees, in lieu of separately stating the amount of tax, to cover taxes owed on a particular transaction conducted using our services.

We are subject to various obligations imposed by tax laws and other laws and by regulators in different jurisdictions. These obligations may require us to request additional information, documents, or certifications from you and to process certain personal data for identity verification, payment processing, compliance with court orders, tax laws, or other purposes not disclosed herein. Please refer to our Privacy Statement for information we may collect about you. These obligations may arise at different times, including, without limitation, during system checks for customer payment processing and risk management, and may change without notice. We reserve the right to lock, disable, and close accounts as we deem necessary to comply with any such legal and regulatory obligations now existing or imposed in the future.

6. Supported Assets

The assets supported by our services are identified on our website (please refer to the corresponding Help Center), and we may change them at any time in our sole discretion. Certain assets may not be available for transactions, Transfers In, wealth management, Withdrawals, or Remittances in certain jurisdictions. The fact that an asset is available on the Platform for transactions, Transfers In, wealth management, Withdrawals, or Remittances does not guarantee that such asset will be available for transactions, Transfers In, wealth management, Withdrawals, or Remittances in the future. You are solely responsible for monitoring which assets are supported by BiyaPay services. Even if you are engaged in time-sensitive transactions, Transfers In, wealth management, Withdrawals, or Remittances, we are not responsible for discontinuing support for any particular asset. We reserve the right to discontinue support for any asset with or without notice. If we decide to discontinue support for an asset, we will notify users by Platform announcement seven days in advance. During this period, you may close your position and withdraw the asset. For assets not processed before the deadline, we will convert them in a reasonable manner into other assets on the Platform or fiat currency and return them to you, and the related fees will be borne by us.

You acknowledge and agree that we may take any action necessary to discontinue support for an asset, including, without limitation, cancelling your transaction instructions and requiring you to remove the discontinued asset from your account within a reasonable period. In no event will we be liable for any direct or indirect losses, damages, or costs you may suffer as a result of any action or omission by us under this Agreement in connection with discontinuing support for an asset.

7. Content

Our Content. (1) We or our licensors own our services and Platform; (2) all content, materials, software, and trademarks thereon; (3) the selection and arrangement thereof; and all intellectual property rights therein (collectively, “Our Content”). So long as you comply with these Terms, you may use our services and Our Content made available to you as part of our services, but only for your own use. We may revoke this license at any time for any reason. Except for the limited, revocable license in the preceding sentence, you do not own or acquire any rights in Our Content. If you wish to use Our Content for any other purpose, you must first contact vip@biya.club to obtain permission.

Your Content. You may have the opportunity to transmit content or materials in or through our services or Platform (“Your Content”). You grant us a non-exclusive, royalty-free, worldwide right and license to use Your Content solely to the extent necessary to provide the services to you under this Agreement, comply with anti-money laundering and financial regulatory laws, and enhance Platform security. This license, and the period during which Your Content is used, will end when you close your account or our service relationship terminates, unless the law requires us to retain specific records (such as retaining anti-money laundering records for five years). You may contact us at service@biyapay.com at any time to request deletion of Your Content, and we will respond within 30 days. We will not use Your Content for marketing, resale, artificial intelligence training, or any other purpose unrelated to providing the services.

Feedback. You may provide us with feedback, suggestions, or ideas relating to our services or Platform (“Feedback”). You represent and warrant that you have the right to provide any Feedback you provide to us. You agree that we will own all Feedback, and you hereby irrevocably assign to us all rights, title, and interest in and to all Feedback.

Other Content and Services. When using our services or Platform, you may encounter links to third-party content, or you may have the opportunity to use third-party services in connection with our services or Platform. We do not control or endorse any third-party content or services and are not responsible to you in any way for any third-party content or services. Your use of third-party content or services may be subject to additional terms and conditions of third-party providers, and we are not a party to those terms or conditions. If any third-party terms and conditions conflict with these Terms, you agree that these Terms will control.

8. Restrictions

You will not:

• use Our Content to engage in, pay for, or support any illegal, fraudulent, deceptive, or manipulative activity, including illegal gambling activities, money laundering, or terrorist activities;

• use Our Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other rights of ours or any third party, or any applicable local, national, or regional law or regulation, or that is prohibited by these Terms;

• remove, delete, alter, or obscure any trademark, specification, warranty, disclaimer, or any intellectual property or proprietary rights notice in Our Content;

• use, export, re-export, or transfer any of Our Content for any purpose prohibited by local export or import control laws or regulations;

• copy, modify, disassemble, decompile, or reverse engineer Our Content (except to the extent such restriction is prohibited by applicable law);

• use (except as expressly permitted by these Terms), license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make Our Content available to any third party;

• take any action that may damage, destroy, disrupt, disable, impair, overload, or otherwise hinder or impair Our Content, or use Our Content in any way that interferes with any other party’s use of Our Content;

• compromise, interfere with, or violate the security of Our Content or any computer network, or attempt to gain unauthorized access to Our Content or any computer network;

• bypass, breach, circumvent, remove, disable, impair, decrypt, or otherwise evade any security device, protection, or technical measure implemented by us or any of our service providers to protect Our Content;

• use any device, software, or program that interferes with the functionality of Our Content or the transmission of data within Our Content, or use in Our Content any virus, Trojan horse, worm, backdoor, time bomb, malware, or other software or hardware device designed to allow unauthorized access to, or to disable, erase, or otherwise harm, any computer, system, or software;

• access or use Our Content to build or support a product or service that competes with our products or services;

• use any web scraping, web harvesting, or data extraction method to extract any data from Our Content;

• create, use, operate, or exploit any bot, parser, spider, script, program, routine, or any other form of automation to engage in any activity on Our Content;

• develop any third-party application that interacts with Our Content without our prior written consent;

• use or attempt to use another user’s account without authorization;

• use or attempt to use Our Content for anyone other than yourself;

• provide false, inaccurate, or misleading information when you use or access Our Content; or

• encourage, permit, or enable any other individual or entity to do any of the foregoing.

In addition, not all services are available on every platform or in every location. You will not attempt to access any service that is unavailable in your location.

Country and Region Restrictions

We will refuse to open accounts or provide services only on the basis of the list of comprehensively sanctioned countries and regions published by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). As of the effective date of these Terms, that list includes Iran, North Korea, Syria, Cuba, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

For users in all other countries and regions, we will conduct customer identification (KYC) and transaction monitoring in accordance with anti-money laundering laws and regulations and risk-based principles. If your jurisdiction is identified by the Financial Action Task Force (FATF) as high-risk or subject to increased monitoring, we may require additional information when opening an account or conducting transactions, but we will not refuse service solely because of your nationality or residence.

We may update the list of restricted countries and regions from time to time to reflect the latest OFAC sanctions requirements. Any update will be notified to you by Platform announcement seven days in advance.

9. Risks

Using our services, including conducting transactions, involves a degree of risk. You should carefully consider whether using our services is appropriate for you in light of your circumstances, knowledge, and financial resources.

We are not a bank or other depository institution. Your account is not a deposit account or bank account. Our services are not a deposit or banking program. Neither your account nor your assets are insured against loss or protected by any deposit insurance corporation, securities investor protection corporation, or similar organization anywhere in the world.

You acknowledge and agree that you access and use the services, including conducting transactions, at your own risk, and that we are not responsible for any losses you incur as a result of such risks.

10. Disclaimers

To the maximum extent permitted by applicable law, our services and Platform are provided on an “as is” and “as available” basis. You acknowledge that your registration for and use of our services and Platform are voluntary acts, and you undertake that you have not instructed or authorized any third party to open or use an account. You are willing to bear all consequences and legal responsibilities related to account activity. We expressly disclaim all warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement with respect to our services and Platform. Without limiting the foregoing, we assume no obligation that our services or Platform will be available, accurate, secure, useful, uninterrupted, or error-free; that defects in our services or Platform can or will be corrected; or that the servers providing such services are free of viruses or other harmful components. We do not provide any uptime guarantee, and we may discontinue providing our services or Platform to you at any time in our sole discretion.

11. Limitation of Liability

To the maximum extent permitted by applicable law, for any claim related in any way to these Terms, our services, or our Platform, whether in contract, tort (including negligence), or otherwise, neither we nor our directors, members, employees, or agents will be liable for:

(1) any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of goodwill, loss of use, or loss of data; or

(2) to the extent not otherwise excluded, any amount exceeding US$100.

12. Indemnification

You agree to defend, indemnify, and hold harmless us and our officers, directors, members, employees, and agents from and against any claims, demands, actions, damages, losses, costs, or expenses (including reasonable attorneys’ fees) relating to:

(1) your use of our services or Platform in violation of these Terms or applicable law;

(2) your breach of these Terms;

(3) your infringement, misappropriation, or violation of the rights of any other individual or entity;

(4) any content, materials, or information, in any form or medium, that you submit, post, upload, provide, contribute, or make available through the services or Platform (or authorize or instruct us to do so); and

(5) any Feedback. If you are obligated to indemnify us, we will have the right to control any action as necessary, and you may not settle any action without our consent unless the settlement is solely for monetary damages paid in full by you.

13. Dispute Resolution; Arbitration; Governing Law

Please read the following paragraphs carefully because they require you to arbitrate disputes with us and limit the manner in which you may seek relief.

You and BiyaPay agree to resolve through arbitration any dispute arising from these Terms or your use of the services, except that either party may seek equitable or other relief to address disputes involving alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Arbitration prevents you from suing in court or having a jury trial. You and BiyaPay agree to notify each other in writing within 30 days after any dispute arises. Notices sent to BiyaPay must be sent to vip@biya.club. You and BiyaPay further agree that:

(a) BiyaPay will attempt informal resolution before making an arbitration demand;

(b) any arbitration will be conducted in San Francisco, California;

© arbitration will be conducted confidentially by one arbitrator in accordance with the rules; and

(d) state or federal courts in San Francisco, California will have exclusive jurisdiction over any appeal of an arbitration award and any litigation between the parties that is not subject to arbitration.

Except for class proceedings and remedies discussed below, the arbitrator will have authority to award any remedy that would be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of California and applicable U.S. laws, without regard to any conflict-of-laws principles that might provide for the application of the laws of another jurisdiction. Whether a dispute is heard in arbitration or in court, neither you nor BiyaPay will bring a class action, class arbitration, or representative action or proceeding against the other party.

For users residing outside the United States, upon the user’s request, arbitration may be conducted by online video hearing, and the arbitrator will have authority to schedule the hearing at a time convenient to both parties. Users are not required to appear in person in San Francisco to participate in arbitration.

14. Suspension; Termination; Discontinuance

We may, at any time and without liability or prior notice to you:

• modify or discontinue our services or Platform (or any part thereof);

• suspend, restrict, or terminate your access to our services or Platform;

• suspend, restrict, or delete your account, any information associated with your account, or any content you post to the services or Platform; or

• refuse any deposit, withdrawal, transaction, or other transaction, or any use of the service.

However, if we suspend your account for reasons not attributable to your fault for more than seven days, we will notify you by email of the reason for the suspension and the expected time of restoration. If account suspension is caused by long-term inactivity (more than 12 months with no login and no transaction), we will send you a reminder email 30 days in advance.

If we terminate your account, we will contact you to return all assets in your account to you and instruct any designated financial institution to convert your assets, unless, in each case, you owe us any fees or we believe that you have engaged in fraud, negligence, or other misconduct. If you remain inactive for an extended period and we are unable to return any assets in your account to you or convert the assets in your account to a financial account designated by you, we may be required to report and remit such assets under the unclaimed property laws of any applicable jurisdiction. Unclaimed property laws may require liquidation of assets held in your account.

You may terminate your account at any time by transferring your assets or withdrawing your assets to a Bank Account and ceasing to use our services.

15. Legal Disclosures

We are required by law to make certain disclosures regarding our services and Platform. Certain legal disclosures may be specific to particular jurisdictions. You acknowledge that you have read, understood, and agreed to the legal disclosures applicable to you.

We hold licenses and registrations in certain jurisdictions in order to provide our services to you. These licenses or registrations may affect the provision of our services and your use of our services depending on your residence or domicile. Our legal disclosures contain information regarding such licenses (or the absence of such licenses), as required by certain jurisdictions.

16. Personal Data

Please read our Privacy Statement to learn how we collect, use, and share your personal information. Our Privacy Statement is incorporated into these Terms by reference.

17. Notices

You agree that we may provide you electronically with all communications, agreements, documents, receipts, notices, tax forms, and disclosures related to your account or use of our services (“Communications”). You agree that we may provide Communications to you by posting them on our services or Platform, emailing them to the email address you provide, or sending SMS or text messages to the mobile phone number you provide. Your carrier’s normal messaging, data, and other rates and fees may apply to any mobile Communications, and you should retain copies of all Communications for your records.

To access and retain electronic Communications, you will need a computer with internet access, an enabled current web browser and sufficient storage space, 128-bit encryption, and a current valid email address and mobile phone number on file with us. For certain Communications, such as tax forms we are required to send to you, you will also need software to view PDF files.

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to customer service. If you do so, we may suspend or terminate your use of our services. Any withdrawal of consent to receive electronic Communications will be deemed your confirmation that the street address we have on file for you is current and that any Communications we are required to provide to you may be sent in paper form to that physical address.

If you would like a paper copy of any Communication, you may request one by contacting our support staff through customer service within 30 days after we provide the Communication to you electronically. In order for us to send you a paper copy, you must have a current street address on file with us. Any request for a paper copy of a Communication is limited to that individual Communication and will not affect your consent to receive all other Communications electronically. We may charge you a fee for any paper copy of a Communication.

You are solely responsible for keeping your email address, mobile phone number, and identity information on file with us current. You may update your email address, mobile phone number, or street address at any time by logging into your account or sending such information to customer service. If we send you a Communication and you do not receive it because such information is incorrect, your service provider blocks us from contacting you through your email address or mobile phone number, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you whether or not you actually received it. If you use a spam filter that blocks or reroutes emails, you must add us to your email address book so that you can receive Communications.

If your email address or mobile phone number becomes invalid such that electronic Communications we send to you are returned, we may treat your account as inactive, and you may be unable to use our services until we receive from you a valid, functioning email address or mobile phone number.

18. General

Force Majeure.

We will not be responsible for any error, delay, loss, or damage caused by any event beyond our reasonable control (collectively, a “Force Majeure Event”). Force Majeure Events include floods, extreme weather conditions, earthquakes or other acts of God, fire, war, insurrection, riot, labor disputes, accidents, government actions, communications or power failures, or equipment or software failures.

Waiver.

If we do not exercise a right under these Terms, that does not mean we waive that right.

Enforceability.

If any provision of these Terms is invalid or unenforceable, that provision will be deemed severed from these Terms, but such invalidity or unenforceability will not affect any other part of these Terms, and the remaining portions of these Terms will remain in full force and effect; provided, however, that if any such invalid or unenforceable provision can be modified to be legally valid and enforceable, that provision will not be deemed severed from these Terms but will instead be deemed modified to be valid and enforceable to the maximum extent permitted by law.

Obligations.

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign or transfer any rights or obligations under these Terms, in whole or in part, without your consent, subject to applicable law. In addition, if we are acquired by or merged with a third-party entity, we reserve the right to assign or transfer information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Interpretation.

In these Terms:

(1) “or” is inclusive;

(2) “including” or “for example” is not limiting;

(3) headings are for your convenience only;

(4) unless otherwise stated, references to sections in the body of these Terms are references to sections in the body of these Terms;

(5) unless otherwise stated, references to sections in an addendum are references to sections in that addendum; and

(6) the “Summary of the BiyaPay Terms of Service” and any definitions provided solely for reference are provided for your convenience only, are not legally binding, and do not affect the interpretation of these Terms.

Relationship

We do not provide investment or tax advice, including advice relating to your use of the services. You agree not to treat any statement or content on our services or Platform, or any statement or content otherwise attributable to us, as advice, recommendations, or guidance regarding transactions, investments, taxes, or any other similar matters. Nor do we act as your bank, broker, intermediary, agent, adviser, or fiduciary in any capacity, including with respect to the services.

Nothing in these Terms will be deemed or intended to be deemed, or will cause you and us to be treated as, partners, joint venturers, or otherwise as joint associates for profit.

Survival.

If these Terms expire or are terminated, the following provisions will remain fully binding on you and us: 1, 6, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, and 19.

Entire Agreement

These Terms constitute the entire agreement between you and us and supersede all prior and contemporaneous understandings between you and us regarding our services and Platform. These Terms include all applicable addenda.

19. Definitions

In addition to capitalized terms defined in these Terms, the following terms have the following meanings:

“Wallet Services” means services providing exchange between digital currency and fiat currency and/or acting as a custodial wallet provider.

“Transfer In” has the meaning set forth in Section 2. For your reference, that section defines “Transfer In” as depositing assets into your account.

“Designated Financial Institution” means a financial institution designated by us to hold fiat currency that you deposit for use with any of our services.

“Assets” means any digital currency, fiat currency asset, stock asset, investment asset, or wealth management product expressly supported by the Platform in connection with our services.

“Digital Assets” means any digital currency or other asset related to our services.

“Fiat Currency” means government-issued currency that is not backed by a commodity, including U.S. dollars, British pounds, and euros, that may be used in our services.

“Bank Account” has the meaning set forth in Section 2. For your reference, that section defines “Bank Account” as a bank account or wallet maintained outside the services of which you are the legal or beneficial owner. For the avoidance of doubt, you must not attempt or initiate any asset transfer to an external account or wallet that is not owned or controlled by you.

“Our Content” has the meaning set forth in Section 8. For your reference, that section defines “Our Content” as (1) our services and Platform, (2) all content, materials, software, and trademarks of BiyaPay thereon, (3) the selection and arrangement thereof, and (4) all intellectual property rights therein.

“Platform” has the meaning set forth in the preamble to these Terms. For your reference, the preamble defines “Platform” as our websites and the mobile applications through which you access our services.

“Withdrawal” or “Remittance” has the meaning set forth in Section 3. For your reference, that section defines “Withdrawal” or “Remittance” as withdrawing digital currency to your third-party digital wallet or transferring fiat currency out to a Bank Account approved by us.

“Terms” has the meaning set forth in the preamble to these Terms. For your reference, the preamble defines “Terms” as these Terms of Service, including all addenda to these Terms of Service.

“Transaction” has the meaning set forth in Section 4. For your reference, that section defines “Transaction” as any of the following transactions conducted through your account: (1) exchange of one type of asset for another type of asset, (2) exchange of digital assets or fiat assets for U.S. stock assets or Hong Kong stock assets and their derivative assets, and (3) exchange of digital assets or fiat assets for other digital currency assets and their derivative assets.

“We,” “us,” “our,” “BiyaPay,” and “BIYA GLOBAL” have the meanings set forth in the preamble to these Terms. Please refer to the preamble for more information.

“You” has the meaning set forth in the preamble. For your reference, the preamble defines “you” as the individual, or entity acting through an authorized individual, bound by these Terms.

“Your Content” has the meaning set forth in Section 8. For your reference, that section defines “Your Content” as content and materials that you transmit in or through our services or Platform, excluding personal data as defined in our Privacy Statement.