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I. DEFINITION OF TERMS
Delivery Company - A Delivery Company provides remittance/transfer services to your Recipients. More specifically, a Delivery Company is responsible for delivering Fiat Currency (or Money) to Recipients, your customers.
Delivery Fee - This is the fee that Delivery Companies receive for completing the delivery of Fiat Currency (or Money) to the Recipient.
Fiat Currency (or Money) - The coin and paper money of any country that is designated as legal tender and is customarily circulated, used and accepted as a medium of exchange in the country of issuance.
OK Dollar (OKD) - OK Dollars (OKD) are blockchain secured digital tokens that are pegged to the US Dollar one to one and backed by a 100% reserve model. OKDs are not a form of Fiat Currency (or Money).
OKLink Fee - OKLink charges a fee for the use of the network.
Recipients - A Recipient is the person or entity that receives Fiat Currency (or Money) from the Delivery Company.
Sender - A Sender is the person or entity that instructs and provides Fiat Currency (or Money) to the Transfer Company for the purpose of remittance.
Transfer Company - A Transfer Company provides remittance / transfer services to Senders. More specifically, a Transfer Company is responsible for accepting transfer instructions and Fiat Currency (or Money) from Senders, your customers.
Transfer Fee - The Transfer Fee represents the amount the Sender pays the Transfer Company for their services. The Transfer Fee is determined by the Transfer Company.
The Services (or Service or Services) - OKLink is a blockchain transfer network owner and a provider of the Services, which include software, API (application program interface), technologies, products and/or functionalities that assist Transfer and Delivery Companies to provide a superior cross-border transfer experience for all parties.
II. ROLE AND OBLIGATIONS OF PARTIES
OKLink - We will operate a blockchain transfer network and onboard Transfer Companies and Delivery Companies (our customers) into the network. OKLink’s customers are banks, fintech companies and businesses that use our Services to help deliver a superior, fast, secure and low cost value-transfer experience to their customers. More specifically, OKLink uses blockchain technology to quickly and securely move OK Dollars (OKD) and/or Bitcoins (BTC) from the Transfer Company to the Delivery Company. OKDs are issued by OKLink; as such, OKLink will serve as a seller and buyer of OKDs from Transfer and Delivery Companies, and endeavor to collateralize each OKD with equivalent US Dollars under the protection and custody of a 3rd party Trust Company.
Transfer Company - In order to use the Services, you must create an account with OKLink and provide accurate and verifiable information about your identity as a legal entity in order for OKLink to provide you with the use of the Services. OKLink will request information from you, such as representative name(s), company mailing address, phone number(s), email address(es), tax identification number, DBA, company bank account number, and/or a government issued number (i.e. social security number) of the Beneficial Owner(s) and Controlling Person/Representative.You agree to and are obligated to remit the appropriate settlement amount (OKD or BTC) to the Delivery Company upon acceptance and receipt of Sender’s transfer instructions and funds. You are solely responsible for the management of your own levels of Fiat Currency reserves, OKD and/or BTC reserves, and the conversion of Fiat Currency between OKD and/or BTC.You are obligated to onboard and serve your Senders in accordance with local laws and regulations, including anti-money laundering, anti-terrorist financing, trade sanctions and/or consumer protection laws and regulations. You agree to share information on the Senders and the Recipients as required or requested by Delivery Companies and OKLink.
Delivery Company - In order to use the Services, you must create an account with OKLink and provide accurate and verifiable information about your identity as a legal entity. OKLink will request information from you, such as representative name(s), company mailing address, phone number(s), email address(es), tax identification number, DBA, company bank account number, and/or a government issued number (i.e. social security number) of the Beneficial Owner(s) and Controlling Person/Representative. You must inform OKLink in a timely fashion of any changes to the requested information. The amount of OKD and/or BTC you can receive may be restricted based on a risk assessment and the amount of verification performed on your user account. Your user profile will tell you what is required to increase your limits.You agree to and are obligated to remit, or make avail, the appropriate Fiat Currency (or Money) to the Recipient upon acceptance and receipt of the Transfer Company’s transfer instructions and the appropriate settlement amount in OKD or BTC. In the event of any problems or delays in the delivery of Fiat Currency to the Recipient, you are obligated to work with the Transfer Company and/or OKLink to quickly resolve and complete delivery of Fiat Currency to the Recipient. If delivery is not possible despite best efforts, you agree to return the corresponding amount of settlement currency to the Transfer Company. You are solely responsible for the management of your own levels of Fiat Currency reserves, OKD and/or BTC reserves, and the conversion of Fiat Currency between OKD and/or BTC. You are also obligated to provide confirmation of delivery and/or credit of funds to the Recipient as required or requested by Transfer Companies and OKLink.You are obligated to serve your Recipients in accordance with local laws and regulations, including anti-money laundering, anti-terrorist financing, trade sanctions and/or consumer protection laws and regulations.
II.a. MORE RESPONSIBILITIES ON LAWS AND REGULATIONS
Use of the Services is subject to the laws and regulations of your local country and consistent to international standards in the prevention of terrorist financing and anti-money laundering (AML) including AML principles such as below. Also, you are responsible for obtaining any licenses and/or registrations to conduct your business with Senders and/or Recipients.
i. Safekeeping of Records - - You must keep all records necessary to fulfill any of your regulatory obligations and to provide support to your customers.
ii. Customer Verification - - You are solely responsible for collecting identifying information from your customers. Where required by law, you must verify the customers’ identity. OKLink will not be responsible for verifying your customers’ identities or credentials as we are the network provider.
iii. Compliance with Laws - - You shall comply (and shall cause your employees, agents, and subcontractors to comply) with all laws applicable to your business. OKLink represents that its Services complies with applicable laws and regulations as a transfer network provider; OKLink is not the provider of remittance services to Senders or Recipients.
You also agree and acknowledge that you and your customers, suppliers, contractors and affiliates use of the Services would and will comport with such laws and regulations, including the sanctions programs administered by the United Nations, Office of Foreign Assets Control of the United States Department of the Treasury, and United Kingdom Majesty. Comport means, “to behave in a manner conformable to what is right, proper, or expected” – Merriam-Webster Dictionary.
II.b. MORE RESPONSIBILITIES ON USER ACCOUNTS AND PASSWORDS
You are responsible for keeping, protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information (collectively "Passwords") that have been provided to you or that are generated in connection with your use of the Services. If you lose your Passwords, you may not be able to access your account. You agree to notify OKLink immediately of any unauthorized use of your Passwords. OKLink will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your Passwords.
You acknowledge that (i) all right, title and interest in the Services and associated software, website and technology, including all intellectual property rights therein, are and shall remain with OKLink; (ii) no right or interest in the Services is conveyed other than the limited licenses granted herein; and (iii) the Services are protected by the copyright and other intellectual property laws. All rights not expressly granted in this Agreement are reserved.You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding OKLink or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the website or otherwise, are non-confidential and will become the sole property of OKLink. OKLink will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You may access the Services and the associated website only through the interfaces and protocols provided or authorized by OKLink. You agree that you will not access the Services through unauthorized means. You agree not to attempt to circumvent these limitations in any way.
OKLink strictly prohibits transactions for the sale or supply of: Any item that violates any law, statute, ordinances, or regulations; drugs or drug paraphernalia; prescription drugs; tobacco products; gambling; child / hard-core pornography or services; firearms, ammunition, weapons, or knives; illegal or stolen goods or services; illegal downloads or any other goods and services infringing intellectual property rights (trademark, patent, copyright) of a third party; trading of items or support of organizations that promote hate, violence, or racial intolerance. Therefore, you 1) shall endeavor not to service the above to the best of your knowledge and ability, 2) shall help research any claims forwarded to you of such activity, and 3) shall terminate any Senders/Recipients from using the network if such activity is found.
OKLink reserves the right to refuse to process any transaction OKLink believes may violate this Agreement, violate applicable law or which may place undue risk to us, our customers or any other third-parties. If OKLink has reason to suspect that you are using the Services to violate laws and regulations, OKLink may share information about you and/or your customers with law enforcement agencies.
OKLink may ask for permission to inspect your business location in relation with your use of the Services or a specific transaction. If you refuse OKLink's request for inspection, OKLink may suspend or terminate your OKLink account without notice.
You shall indemnify OKLink and our agents (if any), employees, officers, directors, affiliates, subsidiaries and successors, and hold them harmless from and against all third party claims except those resulting solely from OKLink’s breach of this agreement. Similarly, OKLink shall indemnify and hold harmless You and your agents, employees, officers, directors, affiliates, subsidiaries and successors from and against all third party claims except those resulting solely from your breach of this agreement.
VI. SUSPENSION, LIMITATION OR TERMINATION
You may close your account with OKLink at any time. You will still be obligated to fulfill your responsibilities on any pending transactions. In addition, you are responsible to OKLink for any fees incurred before the closure. OKLink may also terminate your account at any time and at our sole discretion, upon notice to you by email or other communication. OKLink may also suspend your access to the Services if it suspects that you have failed to comply with this Agreement, pose an unacceptable fraud or regulatory risk to OKLink, or if you provide any false, incomplete, inaccurate or misleading information. OKLink will not be liable to you for any losses incurred in connection with OKLink's closure or suspension of your account.
VII. FEES AND CHANGES TO THE SERVICE
OKLink is solely responsible for setting both the Delivery Fee and the OKLink Fee. Continued use of the Services constitutes acceptance of any fees and fee changes. If there are any changes to the Delivery Fee or OKLink Fee, OKLink will strive to provide at least fifteen (15) calendar days’ notice. Such notice will be provided to the registered email address of all affected Delivery and Transfer Companies. In addition, fees associated with the 3rd party Trust and the buying and selling OK Dollars may exist.
OKLink will occasionally provide automatic upgrades to the Services and their functionality to improve your experience, although these upgrades may not be consistent across all platforms and devices. You agree to take no action to interfere with such automatic upgrades and changes to the related Services. OKLink has the right at any time to change, modify, add to or discontinue or retire any aspect or feature of the Services including, but not limited to, the hours of availability, equipment needed for access or use, the maximum and minimum settlement amounts or the availability of the Services on any particular device or platform. OKLink has no obligation to provide you with notice of any such changes; however, we will strive to provide you with at least fifteen (15) calendar days’ notice.
IX. LIMITATION OF LIABILITY
With the exception of the guarantee mentioned earlier (II. Role and Responsibilities of Parties - OKLink), OKLink’s sole and entire liability and your sole and exclusive remedy with respect to any dispute with OKLink is to discontinue your use of the Service to the maximum extent permitted by applicable law. In no event will OKLink and its affiliates, subcontractors, licensors, suppliers or vendors be liable to You or any other third party for any indirect, special, incidental, consequential, exemplary, punitive or reliance damages, or any other claim related in any way from your or any third party's use of or inability to use the Service.
X. APPLICABLE LAW AND VENUE
This Agreement and your use of the Services will be governed by and construed in accordance with the laws of Hong Kong, without resort to its conflict of law provisions. You agree that any action at law or in equity pursued by you and arising out of or relating to this Agreement not subject to arbitration (as set forth below) will be filed only in Hong Kong and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement. Similarly, OKLink agrees that any action at law or in equity pursued by OKLink and arising out of or relating to this Agreement not subject to arbitration (as set forth below) will be filed in your company’s registered country and we hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.
You and OKLink agree to arbitrate any dispute arising from this Agreement or relating to the Services, except that you and OKLink are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and OKLink agree that you will notify each other of any dispute within thirty (30) days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in Hong Kong and that arbitration will be conducted confidentially by a single arbitrator. You and OKLink also agree that the courts in Hong Kong have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. In any arbitration, the parties will not seek discovery from each other, and the arbitrator shall not allow parties to engage in discovery; rather, each party shall disclose the evidence supporting their positions at some mutually agreeable time and date prior to the final hearing. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in by a private attorney general or representative capacity, or consolidated claims involving another person, if OKLink is a party to the proceeding. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then that language shall be deemed to have been dropped from the Agreement and the remaining obligations relating to arbitration shall continue in full force and effect.
The text of this Agreement is legally binding in English only. Any translations that may be provided from time to time are for information purposes only, and are non-binding. Only the English version of this text shall prevail.