1. ACCEPTANCE OF TERMS

Thank you for choosing UDC. The following Terms and Conditions and the Privacy policy (together, the “Terms”) apply to any person that registers for and/or opens a UDC Account through udic.io or any associated mobile applications, website, or APIs (together, the “UDC Site”).

The Terms constitute a legally binding agreement between you and UDC Pte. Ltd., which is a company incorporated under the laws of Singapore.

By registering for and opening a UDC Account, you unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the UDC Site and/or your UDC Account, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. Depending on your country of residence, you may not be able to use all the functions of the UDC Site.

Please read these Terms carefully before using the UDC Site because they affect your legal rights and obligations.

  1. AMENDMENT OF TERMS

UDC may amend the Terms from time to time. You should visit the UDC website regularly to check when the Terms were last updated (as displayed at the top of this document) and to review the current Terms. We will do our best to notify you of any amendments to the Terms that we consider likely to materially affect your rights and obligations. Any such notice will be posted on the UDC Site, or sent by email to the address associated with your UDC Account .

The continued use of your UDC Account, after any amendment to these Terms, constitutes your acceptance of the Terms, as modified by such amendment. If you do not accept the Terms, or any amendment to them, you must immediately stop using the UDC Site and your UDC Account.

  1. ELIGIBILITY

By opening a UDC Account, you expressly warrant and represent that:

    • You are 18 years of age or over and have full capacity to accept the Terms and enter any transaction available through the UDC Site;

    • You will not open, or attempt to open, a UDC Account under any name except your own; or use your UDC Account to carry out transactions on behalf of a third UDC Account for a non-individual legal entity (e.g. a company, trust or partnership);party;

    • You will not have more than one UDC Account; use or access any UDC Account other than your own; or assist any other person in obtaining unauthorised access to any UDC Account;

    • You will provide security for transactions carried out through your UDC Account by ensuring there is sufficient Local Currency or cryptocurrency (as the case may be) in your UDC Account in advance of any transaction;


    • You will not allow or facilitate the deposit of Local Currency into your UDC Account unless that deposit is made in accordance with the Deposit Requirements (see Deposits);

    • You will not allow or facilitate the withdrawal of Local Currency from your UDC Wallet to a bank account held in the name of a third party (see Withdrawals);

    • You will not use your UDC Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any laws, statutes, ordinances or regulations, or in breach of UDC’s Export Controls and Sanctions requirements;

    • You are not a national or resident of the United States of America.

Any capitalised terms used in this Eligibility section shall have the meaning given to them in these Terms. Reference in these Terms to “Local Currency” means fiat or government issued currency (e.g. GBP, EUR, ZAR).

By opening a UDC Account you accept and agree that UDC may, without further notice and in its sole discretion, terminate, suspend or restrict the account of any customer who uses, or who we reasonably suspect may be using, the UDC Site or any UDC Account in a manner that is inconsistent with the letter or spirit of these Terms.

  1. RISKS

Before using the UDC Site, you should ensure that you understand the risks involved in buying, selling or trading cryptocurrencies. Cryptocurrency markets can be volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets. This market volatility and other risks involved in buying, selling or trading cryptocurrencies are explained on the risk warning page of the UDC website. There may be additional risks not identified in these Terms or in the risk warning.

You should carefully assess whether your financial situation and risk tolerance is suitable for buying, selling or trading cryptocurrency. You accept and agree that you are solely responsible for any decision to buy, sell, trade or otherwise hold or deal with cryptocurrency.

  1. ELECTRONIC COMMUNICATIONS

You accept and agree that: any communications, agreements, notices and/or any other documents (together “Communications”) relating to your UDC Account or your use of UDC’s services will be provided to you electronically by posting them on the UDC Site, emailing them to the email address you have provided to us, or through any other form of electronic communication. You consent to receiving all Communications electronically;

    • you will at all times have available to you the necessary hardware and software to receive, access and retain Communications sent to you electronically, including a device with an internet connection and a valid and accessible email address;

    • you assume full responsibility for providing UDC with a valid and accessible email address to which any Communications may be sent, and for ensuring that email address and any other contact information is kept up to date. Any Communication sent to the email address you have provided to us will be deemed to have been received by you. You can amend your contact information by signing-in to your UDC Account and accessing the Settings page. You may at any time withdraw your consent to receiving Communications electronically by contacting support@udic.io. You acknowledge that failure to give, or withdrawing, consent to receiving Communications electronically puts the security of your UDC Account at risk (see Account Security) and that UDC reserves the right to close your UDC Account in the event you fail to give, or withdraw, your consent to the receipt of Communications electronically.
  1. IDENTITY VERIFICATION

UDC implements and maintains the highest standards of Know Your Customer (“KYC”) processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. While our industry is largely unregulated, UDC voluntarily adheres to local and international compliance standards in relation to customer due diligence, as explained on the Compliance page of the UDC website.

To ensure we meet these standards, our customers are required to provide certain personal details and documents when opening a UDC Account (“Identity Verification”). The nature and extent of the Identity Verification required will depend upon which of our supported countries you are resident in, and the deposit and withdrawal limits that you wish to apply to your UDC Account. In certain circumstances, UDC may also perform enhanced due diligence (“EDD”) procedures in relation to your UDC Account. You accept and agree that you will remain subject to such procedures at all times.

UDC reserves the right to, at any time: restrict or suspend your UDC Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or terminate your UDC Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.

You accept and agree that there may be delays in accessing your UDC Account, or in carrying out transactions through your UDC Account, while we undertake any Identity Verification and/or EDD procedures.

Retention of information. UDC is required to retain certain information and documentation obtained as part of the Identity Verification and EDD procedures. These requirements apply even when you have terminated your relationship with UDC. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to UDC may be retained by us, including following the closure of your UDC Account.

  1. THE UDC WALLET

The UDC Wallet allows you to send, receive and store cryptocurrency (together, “UDC Wallet Transactions”).

Supported Cryptocurrencies. The UDC Wallet is only available in relation to the cryptocurrencies that UDC, in its sole discretion, decides to support (“Supported Cryptocurrency” or “Supported Cryptocurrencies”). Information about the Supported Cryptocurrencies can be found on the Supported Cryptocurrency page on the UDC website. The Supported Cryptocurrencies may change from time to time. Under no circumstances should you attempt to carry out a UDC Wallet Transaction in relation to a cryptocurrency other than a Supported Cryptocurrency. In particular, but without limiting the generality of the foregoing, you accept and agree that you will have no access, entitlement or claim: to any cryptocurrency sent to a receive address associated with your UDC Wallet where that cryptocurrency is not a Supported Cryptocurrency;

or to any cryptocurrency sent to a receive address associated with your UDC Wallet, where that receive address is associated with another cryptocurrency. For example, you will have no access, entitlement or claim to any Bitcoin Cash (BCH) sent to a Bitcoin (BTC) receive address.

Local Currency in your UDC Wallet. Local Currency deposited into your UDC Wallet (see Deposits) is solely for (1) the purchase of Supported Cryptocurrencies and/or (2) Withdrawal to an approved bank account (see Withdrawals). In certain countries we may also allow you to purchase specific goods and/or services from selected third parties using your Local Currency balance. You accept and agree that any such purchase will be subject to these Terms.

Proceeds from the sale of Supported Cryptocurrencies will be credited to your Local Currency UDC Wallet, less any applicable fees (as explained in Fees, and on the Fees and Features page of the UDC website). UDC does not pay interest on Local Currency or Supported Cryptocurrency balances held in your UDC Wallet.

Transaction instructions. UDC will process UDC Wallet Transactions according to your instructions. You accept and agree that UDC does not: guarantee the identity of any user, receiver, or other party to a UDC Wallet Transaction. You are solely responsible for ensuring all transaction details are correct, and you should carefully verify all transaction information prior to submitting transaction instructions to UDC; have any control over, or any liability in relation to, the delivery, quality or any other aspect of any goods or services that you may buy from or sell to any third party. UDC shall not be responsible for, and will take no action in relation to, ensuring that any buyer or seller you transact with using your UDC Wallet completes the relevant transaction or has the requisite authority to do so.

Receiving cryptocurrency. You may receive Supported Cryptocurrency into your UDC Wallet by providing the sender with a receive address generated in your UDC Wallet. Your UDC Wallet will only be credited with Supported Cryptocurrency sent to a receive address generated through your UDC Wallet and associated with that Supported Cryptocurrency. For example, your UDC Wallet will be credited with ETH when it is sent to an ETH receive address generated through your UDC Wallet.

Funds received in error. In the event you know, suspect, or should reasonably know or suspect, that any Local Currency or cryptocurrency has been credited to your UDC Wallet (or to any bank account) in error, you must immediately notify UDC of the error by submitting a ticket through the Help Centre. You accept and agree that you have no claim or entitlement to any Local Currency or cryptocurrency received in error, and must immediately return such funds in accordance with the instructions received from UDC.

  1. DEPOSITS

Where your identity has been verified (in accordance with the Identity Verification requirements), you may deposit Local Currency into your UDC Wallet by depositing funds into a UDC bank account (a “Deposit”). The UDC bank account into which you make a Deposit will be a segregated account used exclusively for the purpose of holding and processing customer funds. Subject to these Terms, you retain a right to any funds you deposit into the UDC bank account until such time as your funds are used or withdrawn.

Details of the UDC bank account into which you must make the Deposit will be provided to you by UDC, and any such bank account will be held and operated by a UDC operating entity in your country or region (for more information on these entities, see the Company Information page on the UDC website). You accept and agree that any information you provide to UDC may be shared with such local entity, which will process Local Currency transactions in accordance with UDC’s instructions.

The payment methods by which you may Deposit Local Currency will depend upon the country you are in, and are set out on the Fees and Features page of the UDC website (for the purposes of these Terms, the “Supported Deposit Methods”). Where you have made a Deposit using a Supported Deposit Method, and have adhered to the Deposit Requirements (explained below), your Deposit will be allocated to your UDC Wallet. Due to legal and operational constraints, you must strictly adhere to the following Deposit requirements (the “Deposit Requirements”): you may only make a Deposit from a Supported Deposit Method held in your own name. You must not allow any third party to make a Deposit into your UDC Wallet;

    • you may only Deposit Local Currency using a Supported Deposit Method compatible with the deposit methods available in your country or region; except in the case of a SEPA transfer, you may only make Deposits denominated in the Local Currency associated with your UDC Wallet. For example, if you have a ZAR wallet, you must only make Deposits in South African Rand;

    • where you make a Deposit using a credit or debit card, you authorise UDC to facilitate the debiting of the funds from your bank account in order to complete the Deposit; you must not use cash or cheques to make a Deposit. UDC reserves the right to refuse any Deposit made by cash or cheque. Should UDC decide, in its sole discretion, to allow a Deposit by cash or cheque on an exceptional basis, the allocation of such Deposit will be delayed to allow fraud and compliance checks to take place, and a Cash Deposit Penalty (see the Fees and Features page of the UDC website) may be deducted from it. Any UDC Account that receives more than one cash or cheque deposit may, at UDC’s sole discretion, be suspended indefinitely.

You agree to abide by the Deposit Requirements and agree and accept that failure to do so may cause delay in or failure of any Deposit reflecting in your UDC Wallet, and/or restriction, suspension or termination of your UDC Account.

Allocation of deposits. When you request to make a Deposit through your UDC Wallet, you will be provided with a Reference Number or Unique Deposit Amount. To permit timely and successful allocation of a Deposit to your UDC Wallet, you must use the Reference Number or Unique Deposit Amount when you make a deposit using a Supported Deposit Method. UDC will not be responsible for any delay in or non-allocation of Deposits to your UDC Wallet where you fail to specify the required Reference Number or Unique Deposit Amount.

Deposits may take time to reflect in your UDC Wallet due to bank processing times, operational processes, and/or failure by you to adhere to the Deposit Requirements. Under no circumstances will UDC have any liability to you in relation to any delay in or failure of a Deposit reflecting in your UDC Wallet.

UDC will make all reasonable efforts to allocate Deposits that do not meet the Deposit Requirements. However, any Deposits less than the Minimum Unallocated Deposit Amount that cannot be allocated within a one month period will be retained by UDC and you accept and agree that you shall have no further claim or entitlement to such funds. The Minimum Unallocated Deposit Amount shall until otherwise determined by UDC be USD10.00 or the equivalent in your Local Currency.

  1. WITHDRAWALS

Where you have added your bank account details to your UDC Account, you may withdraw funds from your UDC Wallet to your bank account (a “Withdrawal”). UDC will process Withdrawals in accordance with your instructions. You are solely responsible for ensuring that any Withdrawal instructions provided to UDC, including the relevant bank account number, are complete and correct and you accept and agree that under no circumstances will UDC be under any obligation to reverse or amend any Withdrawal.

UDC will make all reasonable efforts to process Withdrawals each business day, in accordance with the Deposit and Withdrawal Schedule on the UDC website, but you accept and agree that UDC provides no guarantee in relation to the Withdrawal processing period.

Withdrawals to the bank account of any third party are expressly prohibited. You agree not to make, or attempt to make, any Withdrawal of funds from your UDC Wallet to the bank account of a third party and accept that any such Withdrawal may be refused and/or result in the restriction, suspension or termination of your UDC Account.

  1. INSTANT BUY OR SELL

UDC Wallet holders may use the Instant Buy or Sell service to buy or sell a chosen amount of Supported Cryptocurrency at the quoted exchange rate.

In using the Instant Buy or Sell service, you accept and agree that:

    • When you make an Instant Buy or Sell order, UDC will match your order with open orders on the UDC Exchange or other cryptocurrency exchanges available to us. UDC will facilitate the trade, in accordance with your instructions;
    • UDC is not acting as your broker, intermediary, agent, adviser or in any fiduciary capacity and no information or communication provided to you by UDC in relation to an Instant Buy or Sell transaction will constitute advice;
    • when you place an order to buy or sell Supported Cryptocurrency, we will provide you with a quoted exchange rate. UDC is unable to, and will not, specify the percentage of the quoted exchange rate that reflects UDC’s facilitation of the relevant trade, as it will vary with market conditions. The quoted exchange rate may differ from rates seen elsewhere on the UDC site, or on external sources, and you acknowledge that the quoted exchange rate is the rate that will apply to your order;
    • By proceeding with your Instant Buy or Sell transaction, you confirm that you accept the quoted exchange rate, including its components;
    • a volume limit per transaction will apply to any Instant Buy or Sell order (see the Fees and Features page of the UDC website); and
    • UDC does not guarantee the availability of, or that there will be no delays or interruptions in or to, the Instant Buy or Sell service.

Before confirming any Instant Buy or Sell transaction, you must ensure that the amount of Supported Cryptocurrency to be bought or sold is correct and that you agree to the quoted exchange rate. UDC cannot reverse an executed order.

UDC reserves the right to delay or refuse any Instant Buy or Sell transaction if, in our sole discretion, we perceive there to be a risk of fraud or illegal activity, or where we have reasonable grounds on which to suspect an error may have been made. UDC shall have no liability to you in connection with any delay in or non-completion of an Instant Buy or Sell transaction.

  1. THE UDC EXCHANGE

The UDC Exchange is an order book exchange platform for cryptocurrencies that is intended for use by customers with experience in and/or knowledge of similar platforms. Any person using the UDC Exchange does so entirely at their own risk.

The UDC Exchange is not offered to customers in all jurisdictions. This section of the Terms applies to you if you access and/or use the UDC Exchange. In accessing and/or using the UDC Exchange for any purpose, you agree and accept that:

    • all trades executed on the UDC Exchange are executed automatically, based on the parameters of your order instructions, and cannot be reversed. In the case of technical issues affecting UDC’s internal systems, UDC may, where possible and in its sole discretion, take steps to reverse or otherwise amend a trade;
    • all trading on the UDC Exchange is subject to UDC’s fee structure, as set out on the Fees and Features page of the UDC website. By using the UDC Exchange, you accept and agree to all applicable fees;
    • UDC makes no guarantee that the UDC Exchange will be available without interruption; that there will be no delays, failures, errors, omissions or loss of transmitted information; or that any order will be executed, accepted, recorded, or remain open.

UDC may, at any time and in our sole discretion, refuse any trade, impose limits on the trade amount permitted, or impose any other conditions or restrictions upon your use of the UDC Exchange that we deem necessary. We may, for example, limit the number of open orders that you may establish or restrict trades from certain locations. UDC reserves the right to take such action without prior notice.

  1. Special note for our Malaysian customers:

UDC has implemented a circuit breaker on the UDC Exchange operated in Malaysia (the “Circuit Breaker”). You agree and accept that:

    • In the event of significant volatility, a circuit breaker will be triggered. Any trades you make when the circuit breaker has been triggered will move to post-only mode until the volatility has passed.
    • In post-only mode, you cannot submit market orders or limit orders.
    • In post-only mode, you may cancel existing orders and submit post-only limit orders.
  1. FEES

The fees applicable to transactions undertaken on the UDC Site can be viewed on the Fees and Features page of the UDC website. UDC reserves the right to change our fees at any time and will update the Fees and Features page accordingly. In certain circumstances, and at our sole discretion, UDC may notify selected customers of a specific fee change, where we consider a change to be of particular relevance to such customers.

Send and Receive fees. You may be charged a fee to send Supported Cryptocurrency from your UDC Wallet and/or to receive Supported Cryptocurrency into your UDC Wallet. Fees will apply where Supported Cryptocurrency is sent to or received from a Supported Cryptocurrency address (e.g. a Bitcoin address); no fees will apply where Supported Cryptocurrency is sent to or received from a mobile telephone number or email address. Please see the Fees and Features page of the UDC website for further information on send and receive fees.

Deposit and Withdrawal fees. All Withdrawals from your UDC Wallet will incur a fee. Such fees differ by country and are set out on the Fees and Features page of the UDC website. Some Deposits made using a Supported Deposit Method may incur a fee, as set out on the Fees and Features page. Such fees will be displayed in your transaction history upon completion of the transaction.

Instant Buy and Sell fees. The quoted exchange rate in relation to any buy or sell order placed using the Instant Buy and Sell service will include an amount to reflect UDC’s facilitation of the relevant trade, the percentage of which will vary with market conditions (see Instant Buy or Sell).

Trade fees. UDC applies a Maker / Taker fee structure for customers using the UDC Exchange, which is explained in the UDC Help Centre.. UDC will, at the time of any transaction on the UDC Exchange, notify you of any fees that will apply to the transaction. By proceeding with any transaction, you accept and agree to the applicable fees. Such fees will also be displayed in your transaction history upon completion of the transaction.

  1. ACCOUNT SECURITY

UDC takes security very seriously and the measures we have in place to protect your UDC Account are explained on the Security page of the UDC website. However, you are solely responsible for:

    • maintaining adequate security and control over your UDC Account sign-in details, including but not limited to any passwords, personal identification numbers (PINs), API keys, or any other codes associated with your UDC Account;
    • enabling any additional security features available to you, including the activation of two factor authentication on your UDC account (see the UDC Help Centre);
    • keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security (see Electronic Communications);
    • maintaining security and control over the email mailbox, phone number and two-factor authentication applications or devices associated with your UDC Account.

Failure to take the above measures, and any other security measures available to you, may result in unauthorised access to your UDC Account and the loss or theft of any cryptocurrency and/or Local Currency balances held in your UDC Wallet or any linked bank account(s) and/or saved credit or debit card(s). UDC shall have no liability to you for or in connection with any unauthorised access to your UDC Account, where such unauthorised access was due to no fault of UDC, and/or any failure by you to act upon any notice or alert that we send to you.

The security of your UDC Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. UDC strongly recommends that you regularly use reputable virus screening and prevention software and remain alert to the fact that SMS, email services and search engines are vulnerable to spoofing and phishing attacks.

Care should be taken in reviewing messages purporting to originate from UDC and, should you have any uncertainty regarding the authenticity of any communication, you should log in to your UDC Account through the UDC website (specifically, https://www.udic.io, and not any other domain name or website purporting to be, or to be related to, UDC) to review any transactions or required actions.

To the maximum extent permitted by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your UDC Account and accept all risks of any unauthorised or authorised access to your UDC Account.

Private keys. UDC securely stores all Supported Cryptocurrency private keys (“Private Keys”) associated with any UDC Account. You accept and agree that UDC shall retain full ownership and control of the Private Keys associated with your UDC Account and that you shall have no control of, access to, or the ability to use, such Private Keys. For example, but without limiting the generality of the foregoing, UDC will not:

    • accept or adhere to any instruction to sign any data with a Private Key;
    • give access to any funds associated with your private keys, other than those of the Supported Cryptocurrency associated with your cryptocurrency wallet;
    • allow the creation of any receive addresses associated with a Private Key other than receive addresses created through your UDC Wallet. UDC will not credit to your UDC Wallet any cryptocurrency associated with a Private Key other than where such funds have been received via a receive address generated through your UDC Wallet.
  1. SERVICE AVAILABILITY

While we will do everything we can to provide continuous operations, UDC does not provide any warranty in relation to the availability of the UDC Site or your UDC Account. Without limiting the generality of the foregoing, we do not guarantee continuous access to the UDC Site or your UDC Account and make no representation that the UDC Site, UDC API, your UDC Account and/or any products or services offered therein will be available without interruption; or that there will be no delays, failures, errors, omissions or loss of transmitted information.

  1. TRANSACTIONS ON CRYPTOCURRENCY NETWORKS

When you use your UDC Account to send or receive cryptocurrency, the transaction must be confirmed and recorded in the public ledger associated with the relevant cryptocurrency network (e.g. the Bitcoin network or the Ethereum network). That cryptocurrency network is solely responsible for verifying and confirming any such transactions. UDC cannot confirm, cancel or reverse transactions on a cryptocurrency network, other than confirming to you that the network has completed the transaction. You accept and agree that:

    • Once submitted to a cryptocurrency network, a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your UDC Wallet balance or be available to you to conduct transactions;
    • When you send cryptocurrency from your UDC Account, you are authorising us to submit your transaction request to the relevant cryptocurrency network. Once a transaction request has been submitted to the relevant cryptocurrency network, the network will automatically complete or reject the request and neither you or UDC will be able to cancel or otherwise modify your transaction.
    • Cryptocurrency networks are operated by decentralised networks of independent third parties. They are not owned, controlled or operated by UDC so we cannot ensure that any transaction details you submit will be confirmed by the relevant cryptocurrency network. You agree that any transaction details you submit may not be completed, or may be substantially delayed, by the cryptocurrency network used to process the transaction.

Network protocols and operating rules. The underlying software protocols that govern the operation of the Supported Cryptocurrencies are open source. Accordingly, anyone can use, copy, modify, and distribute them and UDC has no ownership of or control over these protocols. By using the UDC Site, you accept and agree that:

    • UDC is not responsible for the operation of any cryptocurrency network’s underlying software protocols and makes no guarantee as to their availability, security, or functionality;
    • the underlying software protocols are subject to sudden changes in operating rules (known as “forks”), and that such forks may materially affect the value, function, and/or name of any cryptocurrency you store in your UDC Account. Should a fork occur, UDC may, with or without notice to you, temporarily suspend our operations and, in our sole discretion, decide whether or not to support either branch of the forked protocol entirely; and
    • in the event UDC decides not to support a branch of a forked protocol, you will not be given access to the assets on that fork. Those assets will be securely held by UDC and we will not buy or sell them.
  1. ACCOUNT INACTIVITY

Local Currency deposited into your UDC Wallet may only be used for the purchase of Supported Cryptocurrencies and/or Withdrawal to an approved bank account (see The UDC Wallet). You must not use your UDC Wallet for the purpose of storing Local Currency. Where any Local Currency in your UDC Wallet is not used for a period exceeding three months, UDC may charge and obtain from you an Inactivity Fee of USD2.00 per month (or the equivalent in your Local Currency), which shall be collected from the Local Currency held in your UDC Wallet. Should we have reasonable grounds on which to suspect you are using your UDC Wallet primarily for the purpose of storing Local Currency, UDC reserves the right to restrict, suspend or terminate your UDC Account.

Unclaimed property. In the event any funds are held in your UDC Wallet(s) and UDC has no record of any use of your UDC Account for several years, and we are unable to contact you, the law in your jurisdiction may require us to report and deliver such funds to the relevant authorities as unclaimed property. To the extent permitted by applicable law, UDC reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds.

  1. CLOSURE OF YOUR ACCOUNT

You may close your UDC Account by submitting a closure request via the Help Centre. UDC will action such requests once (i) the sum of all Local Currency and cryptocurrency balances in your UDC Wallet(s) is below the Minimum Closure Amount; and (ii) no transactions have taken place in your UDC Account for a period of at least 30 days. Such requirements are designed to protect you from loss and UDC will not action a closure request until they are satisfied.

You accept and acknowledge that, once your UDC Account is closed:

    • you will have no further access to it;
    • UDC will be under no obligation to notify you of, or provide to you, any cryptocurrency sent to any receive address associated with your UDC Account; and
    • UDC reserves the right (but has no obligation) to delete all of your information and account data stored on our servers, and also reserves the right to retain any information that is required for legal or operational reasons.

If at the date of closure of your account any Local Currency or cryptocurrency remains in your UDC Wallet(s) (i.e. funds amounting to less than the Minimum Closure Amount), you accept and agree that UDC shall retain such funds and that you shall have no further claim to them. The Minimum Closure Amount shall be USD10.00 or the equivalent in your Local Currency.

You accept and agree that UDC shall not be liable to you or any third party in relation to the closure of your UDC Account, the termination of access to your UDC Account, or for the deletion of your information or UDC Account data.

  1. RESTRICTION, SUSPENSION AND TERMINATION

UDC reserves the right to restrict, suspend or terminate your UDC Account where:

    • we reasonably suspect your UDC Account to be the subject of an operational or other error, in which case we may be required to suspend access to your account until such time as the error is rectified;
    • we reasonably suspect your UDC Account has been or is being used in relation to any unlawful, fraudulent , or in breach of these Terms;
    • we reasonably suspect you or your UDC Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
    • we reasonably suspect you of taking any action that UDC considers to be a circumvention of UDC’s controls, including but not limited to opening multiple UDC Accounts;
    • we reasonably suspect your involvement in any attempt to gain unauthorised access to any UDC Account;
    • your UDC Account is or appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your UDC Account;
    • we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
    • your name appears on a government or international body sanctions list.

UDC will make all reasonable efforts to provide you with notice of any decision to restrict, suspend or terminate your UDC Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise UDC’s security and/or risk management procedures. You accept and agree that UDC is under no obligation to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your UDC Account, and shall have no liability to you in connection with the restriction, suspension or termination of your UDC Account.

Account termination. Where UDC elects to terminate your UDC Account in accordance with the above, we shall (except where legally obligated not to) return your available cryptocurrency and/or Local Currency balances to you pursuant to the procedure set out below:

    • Cryptocurrency. If you have an available balance of Supported Cryptocurrency in your UDC Account above the Minimum Threshold, we will liquidate the cryptocurrency and deposit the value realised from the liquidation into your Local Currency wallet. The Minimum Threshold is USD10.00, or its equivalent in any applicable Supported Cryptocurrency calculated on the day on which the liquidation is performed. We will not send your Supported Cryptocurrency to an alternative cryptocurrency wallet address. Any risk of a negative exchange rate fluctuation shall rest with you and you shall have no claim against UDC for any losses you may suffer as a result of the liquidation of your available balance of Supported Cryptocurrency.
    • Local Currency. We shall return to you an amount no greater than the cumulative value of all Local Currency Deposits to your UDC Account, where applicable. Payment shall only be made to you following submission to us of valid bank account details in your name. We shall not transfer Local Currency to any bank account in the name of a third party.
  1. USE OF UDC API

This section 19 applies to any use of UDC’s Application Programming Interface and any associated documentation or materials (together, the “UDC API”). Any use of the UDC API is subject to this section and, for the avoidance of doubt, the Terms in their entirety.

Any use of the UDC API is entirely at your own risk. It is your responsibility to keep any API keys, passwords or other credentials relating to your use of the UDC API secure, and you accept and agree that you take full responsibility for any and all requests made over the API, whether authorised by you or not.

UDC sets and enforces limits on your use of the UDC API (e.g. limiting the number of requests per second). You accept and agree that any circumvention of, or attempt to circumvent, these limits, or any use of the UDC API that may adversely affect other users of the UDC Site, may result in UDC, at its sole discretion, revoking your API access.

Where market data is provided to you through the UDC API, you are not permitted to redistribute or sell such data without the prior written consent of UDC.

  1. FINANCIAL ADVICE

Under no circumstances does any information contained on the UDC Site, or provided to you through your UDC Account or by any employee, agent or affiliate of UDC, constitute financial, investment or other professional advice.

You are solely responsible for any decision to store, buy or sell cryptocurrency, and such decision should take into account your risk tolerance and financial circumstances. For more information on the risks involved.You should consult your legal or tax professional in relation to your specific situation.

  1. TAXES

You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions you carry out through your UDC Account, and for withholding, collecting, reporting and remitting the correct amounts of tax to the appropriate tax authorities.

  1. EXPORT CONTROLS AND SANCTIONS

Your use of the UDC Site is subject to international export controls and economic sanctions requirements. By undertaking any activity on the UDC Site or through your UDC Account, including but not limited to sending, receiving, buying, selling, storing or trading any cryptocurrency, you agree that you will at all times comply with those requirements. In particular, and without any limitation to the generality of the foregoing, you may not open, use, or have access to any UDC Account if:

    • you are in or under the control of, or resident of, any country subject to United States embargo, UN sanctions, the HM Treasury financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime; or
    • you intend to supply any acquired or stored cryptocurrency, or transact with people or businesses operating in any country subject to United States embargo or HM Treasury's financial sanctions regime, or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
  1. PROHIBITED ACTIVITIES

You must not use your UDC Account to undertake any of the activities or categories of activity set out in this section (each a “Prohibited Activity”):

    • violation of any laws, statutes, ordinance or regulations;
    • undertaking, facilitating or supporting criminal activity of any kind, including but not limited to, money laundering, terrorist financing, illegal gambling operations or malicious hacking;
    • abusive activity, including but not limited to:

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      • imposing an unreasonable or disproportionately large load on UDC’s infrastructure, or otherwise taking any action that may negatively affect the performance of the UDC Site or UDC’s reputation;
      • attempting to gain unauthorised access to the UDC Site or any UDC Account;
      • transmitting or uploading any material to the UDC Site that contains viruses, Trojan horses, worms, or any other harmful programmes; or
      • transferring your UDC Account access or rights to your UDC Account to a third party, unless as required by law or with UDC’s prior consent.
    • paying in to or otherwise supporting pyramid schemes, Ponzi schemes, matrix programmes, “get rich quick” schemes, multi-level marketing programmes or high-yield investment programmes;
    • fraudulent activity, including but not limited to taking any actions that defraud UDC or a UDC customer, or the provision of any false, inaccurate, or misleading information to UDC;
    • transactions involving items that may help facilitate or enable illegal activity; promote or facilitate hate, violence or racial intolerance; are considered obscene; or may be stolen goods or the proceeds of crime;
    • transactions involving TOR markets, online gambling sites or mixers;
    • sale or purchase of narcotics or controlled substances;
    • intellectual property infringement.

By opening a UDC Account, you confirm that you will not use your account to undertake any of the above-listed Prohibited Activities or any similar or related activity.

Activities subject to the prior written approval of UDC. Unless you have obtained the prior written approval of UDC, you accept and agree that you will not use your UDC Account to conduct or operate any of the following business activities or categories of activity:

    • money services, including but not limited to money or cryptocurrency transmission, currency or cryptocurrency exchange or dealing, payment service providers, e-money or any other financial services business;
    • gambling or gaming services;
    • charitable or religious / spiritual organisations;
    • consumer lending services, including but not limited to secured and unsecured loans, cash advances, payday lending;
    • investment funds, asset management, or brokerage services.

We reserve the right to restrict, suspend or terminate your UDC Account if we suspect, in our sole discretion, that you are using, or have used, your UDC Account in association with any of the activities listed above, or any similar or related activity, without having obtained the prior written approval of UDC.

  1. DISCLAIMER OF WARRANTIES

The UDC Site, your UDC Account and any related products or services are offered on a strictly “as-is” and “where-available” basis and UDC expressly disclaims, and you waive, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the UDC Site, your UDC Account, and any related products or services are offered without any warranty as to merchantability or fitness for any particular purpose.

Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to you.

  1. LIMITATION OF LIABILITY

In no event shall udc, its operating entities or any other affiliates (including their respective directors, members, employees or agents) be liable to you for any direct, indirect, special, consequential, exemplary or punitive damages or any other damages of any kind, including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, whether in contract, tort or otherwise, arising out of or in any way connected with your use of, inability to use, or unavailability of the udc Site and/or your udc Account, including without limitation any damages caused by or resulting from any reliance upon any information received from udc, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction or unauthorised access to udc’s records, programmes or services.

In no event will any liability of udc, its operating entities or any other affiliates (including their respective directors, members, employees or agents) arising in relation to your use of the udc Site or your udc Account, exceed (in aggregate) the fees earned by udc in connection with your use of your udc Account in the six month period immediately preceding the event giving rise to the claim for liability.

The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.

  1. INDEMNITY

To the maximum extent permitted by law, you agree to indemnify udc, its operating entities or any other affiliates (including their respective directors, members, employees and/or agents) against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or indirectly arising from your use of or conduct in relation to the udc Site and/or your udc Account, or from your violation of these Terms.

  1. USDC

You may elect to purchase or sell USD Coin ("USDC") through udc. USDC is governed by Centre, a membership-based consortium founded by Circle Internet Financial Limited (“Circle”) that sets technical, policy and financial standards for USDC (“Centre”). By acquiring USDC, you acknowledge that you will become the owner of the balance held in your USDC wallet and that, accordingly, you agree to abide by any rules or technical standards set by Centre and/or the applicable USDC issuer, including (without limitation) the Circle USDC Agreement (located at support.usdc.circle.com). For the avoidance of doubt, Udc is not the issuer of USDC, does not hold US Dollars on reserve for USDC holders, and has no obligation to repurchase or redeem your USDC for any fiat currency. Any redemption of USDC should be done against the issuer directly. udc reserves the right to change, suspend, or discontinue any service in relation to USDC at any time, without notice and without attracting any liability therefor.

  1. DISPUTES

You and we agree to notify the other party in writing of any claim or dispute that arises in relation to the udc Site, your udc Account or these Terms, within 30 days of such claim or dispute arising. You and we further agree to attempt informal resolution of any Dispute prior to bringing a claim in any court or other body.

Governing law and jurisdiction. This agreement shall be governed by and construed in accordance with California law, subject to any local mandatory rights you may have. You and we agree to submit all disputes, claims or controversies (including non-contractual Disputes, claims or controversies) arising out of or in connection with these Terms, or the breach, termination, enforcement or interpretation thereof (together, Disputes), to the non-exclusive jurisdiction of the courts of California,United States.

Class or representative action waiver. To the maximum extent permissible by law, you and udc each agree that each may bring any Dispute against the other only in your or its individual capacity, and you and it waive any right to commence or participate in any class action or other representative action or proceeding against the other. Further, where permissible by law, unless both you and udc agree otherwise, no court may consolidate any other person’s claim(s) with your Dispute, and may not otherwise preside over any form of representative or class proceeding.

For the avoidance of doubt, if this Class or representative action waiver is found by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Disputes clause shall remain valid and enforceable.

  1. MISCELLANEOUS

Entire agreement. These Terms constitute the entire agreement and understanding between you and udc with respect to their subject matter and supersede any and all prior discussions, agreements and understandings of any kind between you and udc  (including but not limited to any prior versions of these Terms).

Severability. If any provision of these Terms, as amended from time to time, is determined to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected and everything else in these Terms will continue in full force and effect.

In the event any provision or part thereof of these Terms is determined to be illegal, invalid or unenforceable, that provision or part thereof shall be replaced by the parties with a legal, valid and enforceable provision or part thereof that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision, given the content and purpose of these Terms.

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without udc’s prior written approval. You give udc your approval to assign or transfer these Terms in whole or in part, including but not limited to: (i) a subsidiary or affiliate; (ii) an acquirer of udc’s equity, business or assets; or (iii) a successor by merger.

Change of control. In the event that udc is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Force Majeure. UDC shall not be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.

Survival. All provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, sections relating to the suspension or termination of your UDC Account, use of the UDC Site, disputes with UDC and general provisions, shall survive the termination of these Terms.

Headings. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

English language controls. Notwithstanding any other provision of these Terms, any translation is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretation in the English language. Any translation provided may not accurately represent the information in the original English.