TERMS OF GHK UTILITY TOKEN AND WEBSITE 

Last Updated: 10th February 2025

 

All contents in this document (the “Terms”) and of the Website constitute a legally binding agreement between you (“you” or “your”) and Genius Development (“Genius”, “we”, “our” or “us”). Genius includes Genius Development Workshop Company Limited (https://www.geniusdevelop.com/) and any of its affiliates. The Terms govern your purchase, hold, consumption or transfer of GHK Utility Token (“GHK”) issued by Genius and any other services made available to you by Genius. 

 

By accessing, using or registering for accounts on this Website, or purchasing, holding, consuming or transferring GHK, you acknowledge and agree that you will be bound by and will comply with these Terms and any product terms designated by Genius for its products and services (“Product Terms”), as updated and amended from time to time.  You further agree that you have read and understood these Terms, together with any additional documents or terms referred to in these Terms.

 

If you do not understand and accept these Terms in their entirety, you should not purchase, hold, consume or transfer GHK Utility Token.

 

RISK WARNING

 

BEFORE MAKING ANY DECISION AND ENTERING INTO ANY TRANSACTION IN RELATION TO OR UTILISING GHK, YOU SHOULD TAKE STEPS TO ENSURE THAT YOU UNDERSTAND THE TRANSACTION AND HAVE MADE AN INDEPENDENT ASSESSMENT OF THE APPROPRIATENESS OF THE TRANSACTION. YOU SHOULD MAKE SURE THAT YOU HAVE SUFFICIENT INFORMATION AVAILABLE IN RELATION TO GHK BEFORE MAKING ANY DECISION IN RELATION TO GHK. IF YOU ARE IN ANY DOUBT ABOUT GHK OR ANY CONTENTS OF THESE TERMS, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

 

Genius has determined that GHK is "limited purpose digital token”, as defined in section 53ZR of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (“AMLO”) in Hong Kong, designating GHK only as the vehicle of clients’ interests in the products and services offered by Genius. GHK is not being structured or sold as securities or any other form of investment product. GHK has not been reviewed, filed or authorized by any regulatory authorities.

 

Genius has not done, is not doing, and does not intend to do any activities regarding GHK in any jurisdictions where such activities are illegal. You should guarantee all activities you do regarding GHK are legal in any applicable jurisdictions.

 

You hereby acknowledge that you understand, assume and bear a variety of risks (including without limitation the following risks) and all losses resulting from those risks:

 

Risks associated with blockchain technology and cybersecurity

 

Because GHK is based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on GHK. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to GHK by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain.

 

As with other decentralized cryptographic tokens based on blockchain technology, GHK is susceptible to attacks by nodes or validators responsible for validating/confirming GHK transactions on the relevant blockchain. Any successful attacks present a risk to GHK. Hackers or other malicious groups or organizations may attempt to interfere with GHK in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing and spoofing.

 

Risks associated with a lack of liquidity for GHK

 

There is no prior market for GHK and the sale of GHK may not result in an active or liquid market for it. There may be an illiquidity risk with respect to GHK held by the holders. Genius is not responsible for the circulation and trading of GHK on any market. No one is obliged to purchase any GHK from any holder of GHK, nor does anyone guarantee the liquidity or market price of GHK to any extent at any time. Accordingly, Genius can not ensure that there will be any demand or market for GHK. Genius have rights to adjust, restrict or suspend the liquidity and any activities of GHK for considerations like changes of laws, policies or law enforcement, bearing no liabilities for such adjustments, restriction and suspension.

 

Risks associated with price volatility

 

The prices of GHK in general may be relatively volatile indirectly due to all external factors like the general education market, and can possibly fluctuate significantly over short periods of time. A decrease in the price of a single blockchain asset may cause lack of confidence in the blockchain industry, so it may affect the entire blockchain asset industry and other blockchain assets including GHK. The real-time price for GHK transactions is subject to substantial risk and may diminish or fluctuate significantly in response to various market conditions and other factors beyond Genius’s control. Genius make no warranties, express or implied, in relation to any aspects of GHK or its related activities and disclaim any liability relating thereto.

 

Risks associated with uncertain regulatory restrictions

 

Please be aware that GHK is not currently listed on any exchange and there is no guarantee that it will be listed in the future. The timeline for the potential listing of GHK remains uncertain. In the event that GHK is successfully listed on any exchange, it may be subject to various trading restrictions in accordance with applicable regulations and laws. These restrictions may include, but are not limited to, limiting the trading of GHK solely to eligible professional investors in selected locations and subject to regulatory approval.

 

Importantly, despite that GHK is designed and structured as “limited purpose digital token” or utility token as a generally recognized term, and in no means as “virtual asset” as defined in section 53ZRA of the AMLO or securities or other investment products, because of the change of regulatory specifications, rules, attitudes or environments or other reasons beyond Genius’s control, Genius has the sole discretion to adjust, restrict or suspend any activities relating to GHK.

 

Unanticipated risks

 

Cryptographic tokens such as GHK are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with purchasing, holding, consuming, transferring and other activities of GHK, including those that Genius cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed above.

 

Should you intend to take any action (directly or indirectly) relating to GHK described herein to any third party, you will be responsible for complying with all applicable lawss, regulations and rules in respect of any such action and the provision of all appropriate risk warnings and disclosures.

 

Genius reserves all rights at any time to change the economics, and all other terms and conditions, of GHK in its sole discretion, including but limited to its supply and allocation schedule, policies, and mechanisms. Before making any decision in relation to GHK you should accordingly ensure that you are referring to the latest version of this terms of use on this Website.

 

1. Account. You are liable to register an account on this Website to ensure any rights you may have under the Terms. However, any inaction to register or login to an account will in no means prejudice the Terms being a valid agreement in applicable laws binding you and us. By opening an account you agree that you will use your account only for yourself, and not on behalf of any third party, unless you have obtained our prior written consent. You are fully responsible for all activity that occurs under your account.

 

2. Information and Communications

 

2.1 Identity verification.  You will need to comply with our identity verification procedures before you are permitted to open an account, by providing us with certain information about yourself and, where relevant, your Permitted Users.  All information that you provide must be complete, accurate and truthful.  You must update this information whenever it changes.

 

You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, and that of any Permitted Users, or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.

 

When we carry out inquiries, you acknowledge and agree that your personal information, and that of any Permitted Users, may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full.

 

2.2 Enhanced due diligence.  We may also require you to comply with our enhanced due diligence procedures by submitting additional information about yourself, your business or your Permitted Users, providing additional records or documentation, or having face to face meetings with representatives of Genius.

 

2.3 Information requests. We may require information from you at any time for the purposes of complying with any applicable laws, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. You agree to provide us with any such information we request and permit us to keep a record of the information for up to ten (10) years, or such other period as prescribed by applicable laws.

 

2.4 Communications by registered emails. You acknowledge you have the full obligation to check your emails. Any communications are legally valid after Genius has unilaterally sent the information. Any silence or inaction seven (7) working days after such sending constituted irrevocable consent or acknowledgement of Genius’s requests expressed in the sent emails.

 

We may give notice with legal consequences or otherwise by email to your registered email.  It is your responsibility to ensure that the email address is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your email address, whether or not a notice of delivery failure is received. You may give us notices only as we direct, which may change from time to time.

 

2.5 Announcements.  All official announcements, news, promotions, competitions and airdrops will be listed on the Website.  These announcements are important, and may relate to issues that may impact your decision as to any activities on GHK.  You are responsible for monitoring the Website and reading and considering these announcements.

 

2.6 Recording. You agree that we may record any communications, electronic, by telephone, in person or otherwise, that we have with you directly or indirectly in relation to these Terms, and that any recordings that we keep will be our sole property and you accept that they will constitute evidence of the communications between you and us. You agree that telephone conversations may be recorded without the use of a warning tone or any other further notice.

 

3. Technology disclaimers

 

3.1 No representation or warranty.  Any information provided on the Website and during the communications between you and Genius, are provided on an “as is” and “as available” basis without any representation or warranty that they are accurate, complete or up to date, whether express or implied, to the maximum extent permitted by applicable laws.

 

Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.  We do not make any representations or warranties that access to the Website, communications between you and us, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free.  This could result in the inability to engage in activities on GHK for a period of time and may also lead to time delays.

 

3.2 Suspension of access.  We may, from time to time, suspend your access to this Website for both scheduled and emergency maintenance. 

 

4. Material interests and conflicts

 

4.1. Material interests.  You understand and agree that Genius will not be required to:

 

    a. have regard to any information known to us, which is a material interest;

 

    b. disclose any such information to you; or

 

c. use any such information for your benefit.  You further acknowledge that from time to time we may receive general market information, which we may use in our own activities.

 

4.2 Conflicts of interest.  We have established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between staff acting without permit of Genius, our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of our users. In cases where such organizational and administrative arrangements are not sufficient to ensure that the risks of damage to your interests will be prevented, we will by reasonable efforts inform you of the nature and/or sources of the relevant conflicts of interest and the steps taken to mitigate those risks. We would not be responsible

 

4.3 Genius’ activities.  You understand that Genius or any staff permitted by Genius may engage in activities connected with Virtual Assets, which means a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes.

 

4.4 Liquidity providers.  You acknowledge, agree, and accept that: 

 

    a. we may appoint one or more liquidity providers (which may include Genius itself) to monitor and adjust the market of GHK, and any such liquidity provider may enter into any transactions with you as your counterparty;

 

    b. liquidity providers may also maintain positions in various Virtual Assets as part of their liquidity provision activities, including positions in Virtual Assets that are contrary to your positions; and

 

    c. such liquidity provision activities may be done by way of algorithmic trading.

 

Such liquidity provision can have an impact on the price of GHK and the liquidity at levels necessary to execute a transaction.  We may realize a profit, or equally, a loss, in connection with liquidity provision.

 

5. Changes to these Terms and the Website

 

We can in our sole and full discretion make changes to these Terms and any contents of the Website including the functions of GHK Utility Token terms and any Product Terms at any time. Your continuing accessing, using or registering for accounts on this Website, or purchasing, holding, consuming or transferring GHK constitutes your express acceptance and consent to any updated Terms. 

 

If you do not wish to accept any changes, you should stop holding any GHK and deregister your accounts by contacting Genius.

 

6. Compliance Cooperation

 

You agree to notify Genius immediately after you are approached by any regulatory authorities, to the extent allowed by applicable laws. You agree to cooperate any investigations and adjustments on GHK conducted by Genius for compliance considerations.

 

7. Prohibited activities

 

Without prejudice to any other restriction or limitation set out in these Terms, you agree that you and any Permitted User will not:

 

    a. breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;

 

b. engage in any activities on GHK with investment purposes, treat GHK as any investment products, or act in a way with an intention of or objectively resulting in GHK being regarded or more likely to be regarded as any investment products by any regulatory authorities.

 

c. make any adverse, critical or disparaging statements, allegations or comments (whether expressly or by implication) with respect to us;

 

    d. engage in activities on GHK in a manner that violates public interests, public morals, or the legitimate interests of others;

 

    e. as for GHK engage in market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering) regardless of whether prohibited by applicable laws;

 

    f. engage in fraudulent activities, or cause us to suspect that you or any Permitted User have engaged in fraudulent activities and/or transactions;

 

    g. use GHK in any means to conduct or participate in lotteries; gambling activities, bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance;

 

    h. provide false, inaccurate or misleading information in connection with your activities of GHK, in communications with us, or otherwise connected with these Terms;

 

i. modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another programme or application;

 

    j. modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or licence, sub-licence, sell, mirror, design, rent, lease, private label, grant security interests in such intellectual properties or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the intellectual properties;

 

    k. violate, or attempt to violate,

 

            i. any applicable laws; or

 

            ii. ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.

 

8. Representations and warranties

 

You hereby represent and warrant to us, at all times, the following:

 

    a. all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in all circumstances;

 

    b. all decisions made in connection with these Terms were solely and exclusively based on your own judgment and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;

 

    c. you have full power, authority, and capacity to

 

            i. access and use the Website; and

 

            ii. engage in any activities on GHK;

 

    d. all consents, permissions, authorizations, approvals and agreements of third parties and all authorizations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organization having jurisdiction over you which are necessary or desirable for you to obtain in order to

 

              i. access and use the Website; and

 

            ii. engage in any activities on GHK;

 

e. these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms.

 

9. Nature of our duties.  You understand and agree that neither your relationship with Genius, nor any other matter, will give rise to any fiduciary or equitable duties on our part, or the part of Genius. Genius reserve any rights in its sole discretion to reasonably adjust the original price of any products or services due to any external or internal commercial reasons.

 

10. Indemnity

 

10.1 Third-party claims.  You hereby undertake and agree to indemnify us and hold us harmless upon demand from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (“Indemnified Losses”), arising out of or in any way connected with:

 

    a. your access to or use the Website or any activities on GHK;

 

    b. your breach or alleged breach of these Terms or your contravention of any other clause or sub-clause of these Terms, including any Product Terms and any other terms and conditions incorporated by reference;

 

    c. your contravention of any applicable laws; and

 

    d. your violation of the rights of any third party.

 

10.2 Control.  We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you, in which event you shall cooperate as fully required by us in asserting any available defences. You will not settle any third-party claims or Indemnified Losses without our prior written consent.

 

10.3 Release.  You hereby irrevocably and unconditionally agree to release us from any and all claims and demands (and waive any rights you may have against us now or in the future in relation to any Indemnified Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the Website or GHK or the subject matter of these Terms.

 

11. Liability

 

11.1 Our Liability.  Genius will not have any responsibility or liability for any loss suffered by you or any third party, to the greatest extent allowed by the applicable laws. Without prejudice to the foregoing and notwithstanding any other clause in these Terms, in no event will the liability of Genius in aggregate exceed the amount of fees paid by you to Genius in the twelve (12) months immediately before the event giving rise to the loss. Such sum shall be paid by us to you in full and final settlement and satisfaction of our entire liability for any and all losses and claims, howsoever arising, from the relevant events. You acknowledge and agree that Genius is not aware of any special circumstances pertaining to you, and that damages are an adequate remedy and that you shall not be entitled to or release any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.

 

11.2 Limitations on liability.  Notwithstanding any other clause or sub-clause of in these Terms, you hereby acknowledge and agree that in no event will we be responsible or liable to you or any other person or entity for:

 

a. any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs, whether arising out of or in connection with the Website or GHK or otherwise, arising out of or in connection with:

 

i. any risk identified in the Risk Warning, as updated from time to time;

ii. the operation of the protocols underlying GHK, their functionality, security, or availability;

iii. any action or inaction in accordance with these Terms;

iv. any inaccuracy, defect or omission of data in any forms about GHK, any error or delay in the transmission of such data, and interruption in any such data;

v. regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance;

vi. other users’ actions, omissions or breaches of these Terms, and any damage caused by actions of any other third parties;

vii. any termination, suspension, hold or restriction of access to GHK activities;

viii. us being unable to contact you using the contact information you provided;

ix. our refusal or delay in acting upon any Instruction;

x. losses suffered by you as a result of third party action, including by third party frauds or scams that involve Genius or GHK;

xi. a blockchain network event, a Fork or an Airdrop;

xii. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of Genius products or services or for delays or omissions of Genius, or any erroneous communications between us, regardless of cause; and

xiii. any Transactions, Instructions, or operations effected by you on GHK; and/or

 

                  b. any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our Website, GHK, these Terms, the Product Terms, and/or any agreement entered into pursuant to, or in connection with, these Terms or otherwise; and/or

 

                  c. any losses or damages you may incur due to Manifest Error and/or in the event of extreme market volatility and/or as a result of any cancellation/amendment of any Transactions, howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit and loss of opportunity; and/or

 

                  d. any claim you may have that has not been commenced by way of formal legal action within one calendar year of the commencement of matters giving rise to the claim.

 

12. Governing/Applicable Laws and dispute resolution

 

Any dispute or claim between you and Genius arising out of or in connection with this Website or terms or GHK activities shall be governed by and construed in accordance with the laws of Hong Kong SAR, which should be the applicable laws. Users of this Site do so on the basis that they thereby submit to the exclusive jurisdiction of the courts of Hong Kong for the purpose of any such dispute or claim.

 

The rights and protections afforded to Genius and service providers, and the respective officers, directors, employees, representatives and agents under these Terms and elsewhere on this Website shall be deemed to be afforded to, and enforceable also by, each entity and/or each entity’s individual.

 

If Genius commences lawsuits against you, Genius will give you notice at the email address you have provided. You agree that any notice sent to this email address or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address upon register of accounts is up-to-date and accurate.

 

The parties agree that all information related to the lawsuit shall be kept confidential. Notwithstanding the foregoing, a party may disclose such confidential information:

 

    a. if the written consent of the other party is obtained;

 

    b. to the extent required by applicable laws or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction;

 

    c. to the extent that the relevant confidential information is in the public domain otherwise than by breach of this agreement; and

 

This clause 12 shall survive termination of these Terms and conclusion or stay of any lawsuit brought pursuant to these Terms.

 

13. Class action waiver

 

You and Genius agree that any Claims shall be brought on an individual basis only and not as a plaintiff or class member in a purported class or representative action.  You further agree to waive any right for such Claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable laws.  Combining or consolidating individual claims into a single lawsuit is not permitted without the consent of Genius.

 

14. Entire agreement.  The Terms, together with any Product Terms, constitute the whole agreement between you and us.  Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Terms or any Product Terms.

 

15. Assignment.  You may not assign or transfer any of your rights or obligations under the Terms without our prior written consent.  However, we may assign or transfer any of our rights or obligations under the Terms at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganization involving Genius.

 

16. Invalidity.  If, at any time, any clause or sub-clause of the Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.

 

17. Language. Translated versions of these Terms may be made available in languages other than in English for convenience. The English version of these Terms is the governing version and in the event of any inconsistency or discrepancy between the English version of these Terms and any other translated version, the English version shall prevail. It is your sole responsibility to ensure you could fully understand the English and any other versions of the Terms and the website contents.

 

18. Survival.  These Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms. Notwithstanding suspension or termination of your access or use of the Website or any activities on GHK, these Terms and any applicable Product Terms shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under these Terms or any applicable Product Terms.

 

19. No waiver.  No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by applicable lawss.

 

20. Severability. Each provision of these Terms shall be severable from every other provision of these Terms for the purpose of determining the legal enforceability of any specific provision.

 

21. Tax.  It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority.  You agree that we are not responsible for determining whether any taxes apply to your activities on GHK or for collecting, reporting or remitting any taxes arising from such activities.

 

22. Privacy

 

We are concerned to ensure that all personal data submitted through the Website are handled in strict adherence to the relevant provisions of the Personal Data (Privacy) Ordinance (PD(P)O).

 

For different purposes and at different times you may be invited to provide personal data to Genius through the Website or otherwise. Personal information may include name, telephone number, mailing address or e-mail address. Genius will specify the collection purpose and intended usage of your data when we invite you to provide such information. Unless permitted or required by law, Genius will not disclose your personal data to any third parties without your prior consent.