1. GENERAL TERMS
For the purpose of this Agreement, the following terms have the following meanings when used in this Agreement (unless the context requires otherwise):
Advanced Protocols shall have the meaning ascribed to it in Section 7.10.1.
Agreement means this Fusang Exchange User Agreement.
(a) a Virtual Asset;
(b) a Fiat Currency; or
(c) a Financial Instrument.
Asset Services shall have the meaning ascribed to it in Section 4.1.
Asset Exchange Service shall have the meaning ascribed to it in Section 4.1(b).
Asset Properties shall have the meaning ascribed to it in Section 11.3.1(d).
Asset Transaction shall have the meaning ascribed to it in Section 7.1.1.
Attacks shall have the meaning ascribed to it in Section 11.3.1(b).
Authority means the Labuan Financial Services Authority as established under section 3 of the Labuan Financial Services Authority Act 1996 (Act 545 of the Laws of Malaysia).
Business Day means a day that is not a:
(b) Sunday; or
(c) a “public holiday” or “bank holiday” for the purposes of the Holidays Act 1951 (Act 369 of the Laws of Malaysia) as extended and modified by the Federal Territory of Labuan (Extension and Modification of Holidays Act 1951) Order 2005.
Buy Price shall have the meaning ascribed to it in Section 7.6.1.
Client Bank Account shall have the meaning ascribed to it in Section 7.15.
Communications shall have the meaning ascribed to it in Section 1.1 of Appendix 3.
Conditional Uses shall have the meaning ascribed to it in Section 3.1 of Appendix 1.
Content shall have the meaning ascribed to it in Section 17.2.1.
Control of a person includes the power to directly or indirectly:
(a) determine the management or policies of the person;
(b) control the membership of the board or other governing body of the person; or
(c) control the casting of more than one half of the maximum number of votes that may be cast at a general meeting of the person,
regardless of whether the power is in writing or not, enforceable or unenforceable, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements, understandings, practices or otherwise.
Conversion Fee shall have the meaning ascribed to it in Section 7.5.
Dispute shall have the meaning ascribed to it in Section 13.2.2.
Effective Date shall have the meaning ascribed to it in Section 3.1.
Enhanced Due Diligence shall have the meaning ascribed to it in Section 8.2.
Exchange Rate shall have the meaning ascribed to it in Section 7.6.1.
Feedback shall have the meaning ascribed to it in Section 17.9.
Fiat Currency means any asset that is:
(a) legal tender in a country or territory;
(b) not a Virtual Asset or a Security; and
(c) approved by Fusang for listing on the Fusang Exchange.
Financial Instrument means any asset that is:
(a) a Security; and
(b) approved by Fusang for listing on the Fusang Exchange.
Fusang means Fusang Exchange Ltd (Company No. LL15250), a company limited by shares incorporated under the Labuan Companies Act 1990 with its registered address at Level 7(A), Main Office Tower, Financial Park Labuan Complex, Jalan Merdeka, 87000 Labuan F.T. Malaysia.
Fusang Account shall have the meaning ascribed to it in Section 5.1.
Fusang Custody means Fusang Custody Limited, a private company limited by shares incorporated under the laws of Hong Kong with company number 2817789, and a licensed trust or company service provider under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) with licence number TC006585, having its registered office at 13/F, BOCG Life Assurance Tower, 136 Des Voeux Road Central, Hong Kong.
Fusang Exchange means the exchange that is operated by Fusang and approved by the Authority to be an exchange under section 134 of the Labuan Financial Services and Securities Act.
Fusang Group shall have the meaning ascribed to it in Section 4.4.
Fusang Services shall have the meaning ascribed to it in Section 2.
Harmful Code shall have the meaning ascribed to it in Section 15.1.2.
HKIAC shall have the meaning ascribed to it in Section 13.2.4(a).
Intellectual Property shall have the meaning ascribed to it in Section 17.2.4.
Labuan means the Federal Territory of Labuan, Malaysia.
Labuan Financial Services and Securities Act means the Labuan Financial Services and Securities Act 2010 (Act 704 of the Laws of Malaysia).
Parties means collectively, you and Fusang, and “Party” is to be interpreted accordingly.
Prohibited Uses shall have the meaning ascribed to it in Section 1.1 of Appendix 1.
Prohibited Businesses shall have the meaning ascribed to it in Section 2.1 of Appendix 1.
Rules shall have the meaning ascribed to it in Section 13.2.4(a).
Securities means “securities” as defined in the Labuan Financial Services and Securities Act, and Security is to be interpreted accordingly.
Security Breach shall have the meaning ascribed to it in Section 15.4.1.
Sell Price shall have the meaning ascribed to it in Section 7.6.1.
Site shall have the meaning ascribed to it in Recital (B).
(a) any tax, levy, impost, deduction, charge, rate, withholding or duty by whatever name called levied, imposed or assessed by a government or governmental authority for and on behalf of a government (including withholding tax, goods and services tax, value added tax, sales tax, consumption tax, stamp duty and transaction duties or any similar impost imposed or levied); and
(b) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above (including in connection with any failure to pay or any delay in payment).
Trading Account shall have the meaning ascribed to it in Section 4.1(a).
Transaction History shall have the meaning ascribed to it in Section 6.1.1.
Underlying Technology shall have the meaning ascribed to it in Section 11.3.1(a);
Virtual Asset means any virtual asset that is:
(a) expressed as a unit;
(b) capable of being transferred, stored and traded on a peer-to-peer basis; and
(c) approved by Fusang for listing on the Fusang Exchange,
but does not include a Fiat Currency or a Security.
1.2 Rules of Interpretation
(a) Headings are for convenience only and do not affect interpretation of any sections under this Agreement.
(b) Unless the contrary intention appears, in this Agreement:
(i) any reference to an Asset includes any part or fraction of that Asset;
(ii) labels used for definitions are for convenience only and do not affect interpretation;
(iii) the singular includes the plural and vice versa;
(iv) all of the terms and conditions of this Agreement including but not limited to all introductory paragraphs, recitals, and all appendices and documents attached hereto are contractual and binding upon the Parties hereto and are incorporated herein by reference;
(v) a reference to a document includes any document that is ancillary to that document, or any agreement or other legally enforceable arrangement created by that or under that document;
(vi) a reference to a document also includes any consolidations, amendments, re-enactments or replacements of that document;
(vii) the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions;
(viii) references in this Agreement to "we", "our" or "us", are to Fusang, and references to "you" or "your" are to the person with whom Fusang enters into this Agreement;
(ix) a reference to “person” includes an individual, a body corporate, a partnership, a joint venture, undertaking, unincorporated association and an authority or any other person or organisation;
(x) a reference to a particular person includes the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(xi) a reference to “law” includes common law, principles of equity and legislation (including statutes, regulations, orders, rules, by-laws, ordinances and proclamations) and includes any consolidations, amendments, re-enactments or replacements of any of them;
(xii) a reference to "in writing" means in legible form and capable of reproduction on paper, and includes electronic communication;
(xiii) a reference to anything (including an amount) is a reference to the whole and each part of it;
(xiv) a reference to any date or time of the day refers to that date or time of the day in Labuan;
(xv) a period of time starting from a given day or the day of an act or event, is to be calculated exclusive of that day;
(xvi) if a person must do something on or by a given day and it is done after 5.00pm on that day, it is taken to be done on the next day; and
(xvii) if the day on which a person must do something is not a Business Day, the person must do it on the next Business Day.
To be eligible to use the Asset Services and any other services which we may offer from time to time (collectively, the “Fusang Services”), you must be at least eighteen (18) years old and reside in a country in which the relevant Fusang Services are accessible and are not otherwise restricted, prohibited or illegal.
3.1 This Agreement shall come into force from the date of which you have successfully registered a Fusang Account (as defined in Section 5.1 (Registration of Fusang Account)) (the “Effective Date”) and shall continue in full force and effect until and unless you cease to have any Fusang Account for any reason whatsoever.
3.2 Upon you ceasing to have any Fusang Account for any reason whatsoever, this Agreement shall terminate and cease to continue in full force and effect with immediate effect.
4.1 Asset Services
The following services (the "Asset Services") may be provided to you by Fusang:
(a) a one (1) or more trading accounts on the Fusang Exchange (collectively, “Trading Account”) enabling you to store, track, transfer, and manage your balances of Assets; and
(b) an Asset exchange service (“Asset Exchange Service”) enabling you to obtain prices for your purchases and sales of Assets, and (subject to compliance by you of all the rules and policies that Fusang may from time to time impose) carry out any such purchases or sales on the Fusang Exchange, upon the terms and subject to the conditions of this Agreement.
A full list of fees for the Fusang Services are set out on the Site and can be found at
4.3 Fusang Custody
You agree and acknowledge that Fusang Custody shall act as a custodian to hold Assets on trust for you and all users on the Fusang Exchange in accordance with the Fusang Vault Custodial Services Agreement, which is available at You hereby agree and acknowledge that all the terms and conditions of the Fusang Vault Custodial Services Agreement are hereby incorporated into this Agreement by reference and form part of this Agreement. In the event of any inconsistency or conflict between this Agreement and the Fusang Vault Custodial Services Agreement, the latter shall prevail.
4.4 Fusang Group
Fusang and all affiliated and other group companies of those companies shall together in this Agreement be referred to as the "Fusang Group".
5. ACCOUNT SETUP
5.1 Registration of Fusang Account
To use the Fusang Services, you will need to register for a Fusang account (a "Fusang Account") by providing your name, email address and a password and accepting the terms of this Agreement. By using a Fusang Account, you agree and represent that you will use the Fusang Services only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from Fusang. You shall be fully responsible for all activities that occur under your Fusang Account. We may, in our sole discretion, refuse to open a Fusang Account for you, or limit the number of Fusang Accounts that you may hold or suspend or terminate any Fusang Account in whole or in part, or the trading of specific Assets in your Fusang Account in whole or in part.
5.2 Third Party Access
If, to the extent permitted by Fusang in writing from time to time, you grant express permission to a third party to access or connect to your Fusang Account(s), either through the third party's product or service or through the Site, you acknowledge that granting such permission to a third party to take specific actions on your behalf does not relieve you of any of your obligations and/or responsibilities under this Agreement. You shall be fully responsible for all acts or omissions of any third party with access to your Fusang Account(s) and any action of such third party shall be considered to be an action authorised by you. Further, you acknowledge and agree that you shall not hold Fusang responsible for, and will indemnify Fusang from, any liability arising out of or related to any act or omission of any third party with access to your Fusang Account(s).
5.3 Identity Verification
5.3.1 You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, including as set out in Appendix 2 (Verification Procedures and Limits) and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to start using the Fusang Services and to access specific Fusang Services, including certain transfers of Assets, and the limits that apply to your use of the Fusang Services may be altered as a result of information collected on an ongoing basis.
5.3.3 In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your Fusang Account is active and for a period of five (5) years after your Fusang Account is closed, in compliance with global industry standards on data storage. You also authorise us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud.
6. FUSANG ACCOUNT
6.1 Transaction History
6.1.1 Your transaction history (“Transaction History”) will be available in your Fusang Account. Your Transaction History contains all of your activities, including pending transactions, deposits and withdrawals as well as your Trading Account balances. However, please take note that nothing in your Transaction History should be treated as a valuation.
6.1.2 We use commercially reasonable efforts to assure that the information contained in the notices we send to you and your Transaction History are accurate and reliable. However, please understand that errors may sometimes occur and such errors do not impact the actual means and results of a given transaction.
6.1.3 Any transaction listed in your Transaction History or other communication including, but not limited to, receipts sent to your email on record shall be deemed and treated as authorised and correct, approved and confirmed by you unless we receive a written notice from you to the contrary within three (3) calendar days from the date the communication was sent.
6.2 Review and Acknowledgment
6.2.1 It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices from us. You also understand that for the purposes of review and acknowledgement, you agree to be deemed to have reviewed your Transaction History and all notices on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, it is your responsibility to immediately notify us in writing.
6.2.2 You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved and confirmed by you unless we receive a written notice from you to the contrary within three (3) calendar days from the date the communication was sent.
6.2.3 We retain the right to make changes or adjustments to your Fusang Account as necessary and appropriate, and in our sole discretion, to comply with any applicable laws and regulations or to ensure market integrity.
7. Trading Account and Asset Exchange Service
7.1.1 Your Trading Account enables you to send Asset to, and request, receive, and store Asset from, third parties by giving instructions through the Fusang Exchange (each such transaction is an "Asset Transaction").
7.1.2 The Asset Exchange Service enables you to buy Asset using central bank issued currency (such as USD) supported and approved by Fusang. Conversely, when you sell Asset, you may elect to receive central bank issued currency (such as USD) supported and approved by Fusang.
7.2 Fiat Currency Transactions
7.2.1 You may purchase supported Asset by linking a valid payment method to your Trading Account. You authorise us to debit funds using your selected payment method(s) to complete your purchase. Although we will attempt to deliver Asset (which has been purchased by you) to you as promptly as possible, funds may be debited from your selected payment method before the status of your Asset Transaction is shown as complete, and it is delivered to your Trading Account.
7.2.2 You may sell Asset in exchange for fiat currency (such as USD) supported and approved by Fusang. In such circumstances, you authorise us to debit your Trading Account and to send instructions to credit your selected payment method(s) in settlement of the relevant sell transactions. We will send these instructions as soon as reasonably possible. Any fiat currency should be credited to your selected payment method(s) by the end of the business day of which we send such instructions.
7.3 Transaction Fulfilment
We will make reasonable efforts to fulfil all of your purchases of Asset, but in some circumstances, we may be unable to do so. If this is the case, we will notify you and seek for your approval to re-attempt the purchase at the current Exchange Rate (as defined in Section 7.6.1).
7.4 Availability of Payment Methods
The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.
7.5 Conversion Fees
Each purchase or sale of Asset may be subject to a fee (a "Conversion Fee"). The applicable Conversion Fee will be displayed to you on the Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. At our sole discretion, we may or may not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction.
7.6 Exchange Rates
7.6.1 Each purchase or sale of Asset is also subject to the Exchange Rate for the given transaction. The "Exchange Rate" means the price of a given supported Asset in fiat currency as quoted on the Site. The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price", which is the price at which you may buy or sell Asset, respectively.
7.6.2 You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and/or sell your Asset on the open market at any particular price or time.
7.7 Authorisations; Reversals; Cancellations
7.7.1 By clicking the ‘Buy’ or ‘Sell’ button on the Site, you are authorising Fusang to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Rates.
7.7.2 You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, including balances in your Trading Account, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider.
7.8 Asset Transactions
7.8.1 We will process Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting the relevant instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we shall have no liability or responsibility for ensuring that the information you provide is accurate and complete.
7.8.2 Asset Transactions cannot be reversed once they have been broadcasted to the relevant Asset network.
7.8.3 We may charge network fees ("miner fees") to process an Asset Transaction on your behalf. The estimated miner fees for a particular Asset Transaction will be disclosed at the time of initialisation by you of an Asset Transaction. Such estimated miner fees shall be for indicative purposes only, which Fusang reasonably believes to be necessary for the successful completion of the relevant Asset Transaction. You have the right to input such lower amount of miner fees that you deem appropriate but in such a case, there will be a risk of the relevant Asset Transaction not being able to be completed by Fusang. The penultimate and final miner fees will then be disclosed to you upon completion of submission of the relevant Asset Transaction to the Asset network (i.e. at the checkout page).
7.8.4 When you or a third party sends Asset to a Trading Account from an external wallet not hosted on the Fusang Exchange, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner fees in order for the transaction to be successful. Non-payment of miner fees may cause your transaction to remain in a pending state outside of Fusang’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.
7.8.5 Once submitted to an Asset network, an Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Asset network. An Asset Transaction is not complete while it is in a pending state. Asset associated with Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Trading Account balance or be available to conduct Asset Transactions until confirmed by the network.
7.8.6 We may also refuse to process or cancel any pending Asset Transaction as required by law, regulation or any court or other authority to which Fusang is subject in any jurisdiction.
7.8.7 You agree and acknowledge that, although we will process Asset Transactions in accordance with the instructions we receive from you, we may or may not (at our sole discretion) co-mingle your Assets with the Assets of Fusang Custody or other persons. Notwithstanding the foregoing and pursuant to Section 4.3 (Fusang Custody)), Fusang Custody shall always act as a custodian to hold those Assets in your Trading Account on trust for you. For the avoidance of doubt, beneficial title to all those Assets in your Trading Account shall at all times remain with you until and unless the Asset Transaction for transfer or withdrawal of your Assets out of your Trading Account has been duly completed.
7.9 Supported Assets
7.9.1 Our Asset Services are available only in connection with those Assets that Fusang supports, and this may change from time to time.
7.9.2 Under no circumstances should you attempt to use your Trading Account to store, send, request, or receive Assets in any form that we do not support (although we will use reasonable efforts to help you move or sell Asset that we no longer support). We assume no responsibility or liability in connection with any attempt to use your Trading Account for Assets that we do not support.
7.10 Advanced Protocols
7.10.1 Unless specifically announced on the Site or by way of an official public statement made by Fusang, we do not support metacoins, coloured coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with an Asset we support (collectively, "Advanced Protocols"). You should not use your Fusang Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Our platform is not configured to detect and/or secure Advanced Protocol transactions.
7.10.2 You acknowledge and agree that we shall have no responsibility whatsoever in respect of an unsupported Advanced Protocol.
7.11 Asset Storage & Transmission Delays
The Fusang Group securely stores Asset private keys by way of offline storage only, which is the means by which you can securely approve an Asset Transaction. For the purpose of this Section 7.11 (Asset Storage & Transmission Delays), “offline storage” means storage in devices which are not connected to the internet (for example, USB hardware wallets). As a result of our security protocols to facilitate an Asset Transaction in accordance with your instructions, you acknowledge that this may delay the initiation or crediting of such Asset Transaction.
7.12 Third Party Payments
We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from, or sell to, any third party (including other users of the Asset Services). We are not responsible for ensuring that a third party buyer or seller you transact with will complete the transaction or is authorised to do so. If you experience any problem with any goods or services purchased from, or sold to, any third party using Asset transferred using the Asset Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.
7.13 Operation of Asset Protocols
7.13.1 We do not own or control the underlying software protocols which govern the operation of Assets supported on the Fusang Exchange. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.
7.13.2 We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security, or availability. You acknowledge and accept the risk that underlying software protocols relating to any Asset you store in your Trading Account may change.
7.13.3 In particular, the underlying protocols are likely to be subject to sudden changes in operating rules ("forks"), and such forks may materially affect the value, function, and/or the name of the Asset you store in your Trading Account. Where possible, we may provide you with notices or alerts on forks in accordance with Section 17.8 (Contact Information) below and you must read such notices or alerts received from us to consider how to deal with upcoming forks.
7.13.4 However, it is your responsibility to make yourself aware of, and consider how to deal with, upcoming forks. In the event of a fork, there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a fork. You acknowledge the risks presented by forks and you accept that we shall have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.
7.14 Title to Virtual Assets
7.14.1 You agree and acknowledge that all Virtual Assets in your Trading Account are custodial assets held by Fusang Custody on trust for your benefit. Among other things, this means:
(a) beneficial title to the Virtual Assets in your Trading Account shall at all times remain with you and shall not transfer to any company in the Fusang Group. As the owner of the Virtual Assets in your Trading Account, you shall bear all risks of loss of such Virtual Assets. No company within the Fusang Group shall have any liability for fluctuations in the fiat currency value of the Virtual Assets in your Trading Account;
(b) you control the Virtual Assets in your Trading Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw the Virtual Assets by sending any of them to a different blockchain address controlled by you or a third party; and
(c) in order to hold the Virtual Assets in your Trading Account in a more secure manner, Fusang Group may use shared blockchain addresses, controlled by a member of the Fusang Group, to hold Virtual Assets held on behalf of customers and/or held on behalf of other member of the Fusang Group. Although we maintain separate ledger accounting entries for customers and Fusang Group accounts, no member of the Fusang Group shall have any obligation to segregate by blockchain address Virtual Assets owned by you from Virtual Assets owned by other customers or by any member of the Fusang Group.
7.15 Title to Fiat Currencies
You agree and acknowledge that all Fiat Currencies held for you in Fusang’s client bank account (“Client Bank Account”) are held on trust for your benefit. Among other things, this means:
(a) beneficial title to the Fiat Currencies held for you in the Client Bank Account shall at all times remain with you and shall not transfer to any company in the Fusang Group. As the owner of the Fiat Currencies in the Client Bank Account, you shall bear all risks of loss of such Fiat Currencies. No company within the Fusang Group shall have any liability for fluctuations in the Fiat Currencies in the Client Bank Account;
(b) you control the Fiat Currencies held for you in the Client Bank Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw the Fiat Currencies by sending a withdrawal request to Fusang; and
(c) Fusang Group will hold your Fiat Currencies in a bank account controlled by a member of the Fusang Group. Although we maintain separate ledger accounting entries for customers and Fusang Group accounts, no member of the Fusang Group shall have any obligation to maintain separate bank accounts to segregate Fiat Currencies owned by you or by other customers or by any member of the Fusang Group.