Terms and Conditions
This Hyperpie - User Terms and Conditions, which includes terms under which the Company provides its services to users (these "Terms"), effective upon the effective date of its publication on the website at https://www.hyperliquid.magpiexyz.io (the "Website"), sets out the terms and conditions of your use of the " Hyperpie" protocol (the "Protocol"), an protocol owned and operated by Hyperpiexyz Ltd, a company incorporated under the laws of British Virgin Islands ("Hyperpie", the "Company", "we" or "us") as well as access and use of any other services provided through the Protocol. The provisions of these Terms will govern your use of the Protocol (as defined below) and of the Services (as described below), and you should therefore take time to read these Terms carefully.
Your use of the Services is governed by the version of these Terms in effect on the date of use. We may make changes to these Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Website, update the "Last Updated" date above, and the revised Terms shall be effective at such time. It is your sole responsibility to review these Terms from time to time to view such changes and to ensure that you understand these Terms that apply when you use the Services. If you do not agree with any such revision, your sole and exclusive remedy is to terminate your use of the Services. You understand and agree that your continued use of the Services or the Website after we have made any such changes constitutes your acceptance of the new Terms.
By clicking on the "I Accept" button or using the Services, the Protocol or the Website, you agree to be bound by these terms and all of the terms incorporated herein by reference. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PROTOCOL OR THE SERVICES.
The purpose of the Hyperpie protocol and the “Services” is to create an open, permissionless platform that (i) connects developers/token issuers with users for token launches, (ii) operates a decentralised, non‑custodial exchange (the “DEX”) enabling peer‑to‑peer swaps of supported digital‑asset pairs, and (iii) offers a Liquid‑Staking Service that allows users to delegate eligible assets to third‑party validators and receive derivative “staked” tokens, all via self‑executing smart contracts. (the Services). It allows any type of third party blockchain project (not affiliated to the Company) which intends to issue its native digital tokens (each, a Project) to generate tokens and access smart contracts for the purpose of token launch and trading.
Via tools and standardised contract modules provided on the Protocol and licensed to Projects, Projects will be able to conduct their token launch and create liquidity pools for trading of tokens without intervention or involvement of any third party (including the Company). By listing a Project on the Protocol, third party issuers promoting the Project are inviting users to contract directly with them by way of a binding legal agreement (which the Company is not a party to). Notwithstanding that the Company provides tools for Projects to generate tokens, the Company shall in no way be construed as a custodian, bailee or trustee of any such generated tokens or any proceeds in connection with the same.
Users are able to directly access Projects (and liquidity pools) and take responsibility from the very beginning by selecting the Projects (and liquidity pools) which they wish to support, calling smart contracts deployed by Projects, and monitoring each Project's progress and statistics, and interact directly with Project owners. Users are contracting with the relevant Project directly in respect of all token launches conducted by such Project, and the Company shall not be party to such contract for sale of tokens between the user and the Project, nor does the Company have any control over the Project's activities in connection with the token launch. Accordingly, a user's only recourse is against the relevant Project and not the Company.
Further, users are also able to trade digital asset pairs directly in a peer-to-peer manner via liquidity pools on the protocol. Users will be able to act as market makers or liquidity providers for these transactions by staking/pooling their digital assets into liquidity pools to provide the necessary liquidity for transactions by other users. The liquidity pools may also be created by Projects or any third party.
Hyperpie functions solely as an intermediary technology protocol, and the Services solely comprise provision of tools and standardised contract modules for third party Projects to launch their own digital assets and offer peer-to-peer trading of digital assets via a user interface allowing Projects to connect with users; and the Company is not a party to a user's participation in any Project. Users are wholly responsible for their decision to engage with third party issuers or any particular Project on the Protocol. All launches are automated and permissionless. The relationship and dealings between a user and the relevant Project shall be governed by the relevant legal agreement or contract entered into directly between the parties, and the Company is not a party to the direct contractual relationship between a user and a Project; accordingly the Company does not assume any responsibilities or liabilities whatsoever in this regard. The Company shall in no circumstances be construed as a seller, introducer, promoter or operating a trading venue for any digital tokens or any Project. Each Project shall be responsible for compliance with all relevant laws and regulations in respect of its dealings with users of Hyperpie.
ELIGIBILITY
1.1. To be eligible to use the Protocol, underlying smart contracts, the Website and the Services, you must be of legal age to enter into these Terms where you live (and in any case at least 18) and have the legal capacity to enter into these Terms. The Protocol, underlying smart contracts, the Website and the Services are strictly NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in any Restricted Territory, as defined below (any such person or entity from a Restricted Territory shall be a Restricted Person). If you are a Restricted Person, then do not attempt to access or use the Protocol, underlying smart contracts, the Website and the Services. Use of a virtual private network (e.g., a VPN) or other means by Restricted Persons to access or use the same are prohibited. The Company cannot be responsible for any circumvention of this Section by a Restricted Person (howsoever effected).
For the purpose of these Terms, Restricted Territory shall mean Singapore, the United States, China, Democratic People’s Republic of Korea (North Korea), or any other state, country or region that is subject to sanctions enforced by the United States or the European Union.
1.2. The Protocol, underlying smart contracts, the Website and the Services (or any portion thereof) may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part of the Protocol, underlying smart contracts, the Website and the Services.
1.3. The Protocol, underlying smart contracts, the Website and the Services do not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such an offer or solicitation.
1.4. Without limiting the foregoing, by using the Protocol, underlying smart contracts, the Website or the Services, you acknowledge and understand that laws regarding digital assets, cryptocurrency derivatives, financial instruments, or investment products which may include digital assets, may vary from jurisdiction to jurisdiction, and it is your sole obligation to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the Protocol, underlying smart contracts, the Website and the Services. For the avoidance of doubt, the ability to access the Protocol, underlying smart contracts, the Website and the Services does not necessarily mean that same (or your activities through it) are legal under the laws, regulations or directives relevant to your jurisdiction.
GENERAL
2.1. In order to access the Services, you may first install a web browser (such as the Google Chrome web browser) and an electronic wallet compatible with the relevant supported blockchain network (for example the Metamask electronic wallet). These electronic wallet services provide a visual representation allowing you to interact with the underlying blockchain networks to purchase, store, and engage in transactions with various digital assets. You will not be able to engage in any transactions on the Protocol other than through your selected electronic wallet service, or other browsers compatible with the relevant blockchain network.
2.2. Access to the Services, the Protocol and the Website by users and projects is strictly limited to users which complying with the requirements Section 3 (KYC/AML Compliance) herein and continue to comply at all times with such requirements.
2.3. You acknowledge and accept that your activity in respect of the Protocol and/or the Website may be subject to such restrictions and limits that the Company shall determine from time to time at its sole discretion.
2.4. The visual user interface provided on the Website facilitates your ability to access the Protocol (including liquidity pools). The interface is distinct from the decentralised smart contracts which comprise the Protocol. The Protocol is public, permissionless, and runs on open-source self-executing software; while the interface itself merely enables you to initiate messages to the Protocol in order to perform functions or access Services thereon. The interface is one of the means of accessing the Protocol, but not the exclusive means of access.
2.5. When a user accesses the interface, it would be able to view pricing for different Projects and liquidity pools. You understand and accept that all pricing details provided are purely indicative in nature and may not reflect the final executed transaction. Notwithstanding any of the provisions herein, the Company does not provide any guarantee or representation that (a) any Project or liquidity pool would allow users to receive the best pricing for their transactions, which are not under the control of the Company, and (b) due to various reasons not within the control of the Company (for example liquidity issues or limits, or issues with third party protocols), the eventual execution of any specific transaction may not reflect the pricing/route displayed.
2.6. Transactions that take place via the visual user interface on the Protocol are confirmed via the relevant blockchain network. You understand that your public digital address on the relevant blockchain network will be made publicly visible whenever you engage in a transaction on the Protocol. Notwithstanding any of the For the avoidance of doubt and notwithstanding any of the provisions herein, the Company NEVER asks for or controls any private key or passwords relating to your digital assets and/or selected electronic wallets.
2.7. All instructions, orders and actions are irrevocable and therefore once submitted you have no right to rescind or withdraw it without our written consent. Our record will be conclusive and binding on you for all purposes. You must ensure that any instruction, order or action which you perform in respect of the Website or the Protocol is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any such instruction, order or action (in particular we are not bound to monitor or reject instruction, order or action on the basis that they are, or appear to be, duplicates). Notwithstanding any of the provisions herein, the Company does not represent or warrant that any instruction, order or action submitted by you in respect of the Website, the Protocol or the relevant blockchain network will be executed successfully or within any specific time period. We may refuse to act upon or defer acting upon any instruction, order or action.
2.8. The Company will not create any hosted wallet for you or otherwise hold custody digital assets on your behalf, and it is your sole responsibility to maintain the security of your selected electronic wallet or digital address. In the event that you lose access to your electronic wallet, private key(s), password(s), or other method(s) of securing your wallet or digital address, all digital assets held in such wallet or digital address may be irretrievable, and the Company will be unable to assist you in any way. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against the Company, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to your use of any wallet software, associated loss of digital assets, transaction failures, or any other defects that arise in the course of your use of your electronic wallet, including any losses that may obtain as a result of any failure of any underlying smart contracts, the Services, the Website or the Protocol.
2.9. We may amend or modify these Terms by posting such amended or modified Terms on the Protocol or by notifying you about the changes via email. By continuing to access or use the Services once the amended Terms are effective, you agree to be bound by its terms. If you do not agree to any of the terms set forth in these Terms, or any subsequent modification to these Terms, you may not access or use any of the Services and must stop accessing to the Protocol immediately.
2.10. We reserve the right to (a) modify or discontinue any portion of the Services, and (b) suspend or terminate your access to the Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.
KYC/AML COMPLIANCE
3.1. All users and third party issuers are required to comply with all "Know Your Customer" ("KYC") and "Anti Money Laundering" ("AML") laws and regulations in all applicable jurisdictions, and provide all documentation/information as requested by the relevant Project or the Company (or their authorised third party service provider(s)). This may include, without limitation verification of user identity with multi-factor authentication, layered security, obtaining proof of address (utility bill or bank statement), screening identifying information against trusted third-party source such as international databases, analysing whether there is logical inconsistency between identifying information provided.
3.2. The Company reserves the right, at its sole discretion, to reject any users or third party issuers, reject any Project or withdraw the listing of any Project on the Protocol in the event that it deems any such Project's AML or KYC policies to be deficient or detrimental to the interests of any parties involved in any manner whatsoever.
3.3. By using the Services and accessing the Protocol, you represent and warrant that your use of the Services complies with all KYC and AML laws of all applicable jurisdictions.
LICENCE
4.1. We hereby grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable and non-assignable license, subject to the terms herein, to access and use the Protocol solely for the purpose of connecting with Projects, liquidity pools and/or users on the Protocol (as the case may be). Any other use of the Protocol is expressly prohibited. You agree to use the license subject to the charges and fees as detailed further in this document.
4.2. All other rights in the Protocol are reserved by us. We reserve all rights in the Protocol and you agree that these Terms does not grant you any other rights in or licenses to the Protocol. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Protocol or any derivative works thereof, in whole or in part for commercial or non-commercial purposes.
4.3. If you violate any portion of these Terms, your licence to access and use the Services may be terminated pursuant to these Terms without requirement of a notice. In addition, we reserve the right to enforce all remedies available at law and in equity for any such violation.
USE OF SERVICES; RELATIONSHIP
5.1. You acknowledge and agree that the Protocol merely functions as an intermediary user interface connecting third parties and related supporting Services, allowing users to obtain information regarding Projects and liquidity pools, for Projects to launch their own IDO projects and create liquidity pools on the Protocol, and for users to trade digital asset pairs directly in a peer-to-peer manner. The Company does not actively introduce users to Projects or any digital assets. Further, the Company does not act as a fiduciary or custodian in relation to any funds which you may place with a Project or liquidity pools, and any claim relating to these funds are solely against the relevant third party issuer for the Project which bears sole responsibility for such funds. For the avoidance of doubt, the Company does not have any obligation to provide customer support or resolve disputes between users and Projects.
5.2. The Protocol reserves the right to charge a fee based on the value of any transactions you may perform via the Protocol.
5.3. Prior to charging any fees, the fee schedule will be published on the Protocol and the Company will allow users to review such fees before accepting them. The Protocol works with a variety of payment service providers, and the Company cannot be responsible for their actions, omissions or performance. Projects and users are each separately responsible for paying any additional value added taxes, income taxes or other taxes or fees associated with their activities on the Protocol.
5.4. Further, transactions on the Protocol may require interaction with the relevant blockchain network, and such transaction will require virtual "gas" fees to be paid to third-party miners/validators on such relevant blockchain network as consideration for their services in confirming such blockchain transactions. All such fees and costs shall be borne by you.
5.5. The content provided on the Protocol by third party issuers may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide users with as complete and accurate information as possible, information may be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Protocol are your sole responsibility and we shall have no liability for such decisions.
5.6. From time to time, the Protocol may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Protocol, including without limitation content, property, goods or services available on the linked sites or services.
5.7. In connection with your use of the Services, and your interactions with other users, and third parties you agree and represent you will not engage in any illegal, unauthorised, or improper activity. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
5.8. The Company may, at its sole discretion and without any prior notification suspend, restrict, or terminate your access to any or all of the Services and/or the Protocol, and/or deactivate or cancel such access if:
(a) we are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or
(b) we reasonably suspect you of utilising the Services or the Protocol in connection with illegal, unauthorised, or improper activity; or
(c) we are required to do so in order to comply with KYC/AML laws and regulations; or
(d) you violate any of these Terms.
5.9. The Company shall not be responsible for any content or other services provided by any third party issuer, or for any payments to be made by any Project to users. Such obligations shall be the exclusive liability of the relevant user and third party issuer under their direct contractual relationship.
5.10. All information provided by or on behalf of the Company is for informational purposes only and should not be construed as legal, tax or financial advice. In particular, any summaries or reports on the Protocol are provided to users for informational purposes only, and users should refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Company. You acknowledge, agree, and understand that you are solely responsible for assessing whether to participate in any Project. Before you decide to make any financial, legal, or other decisions relating to any Project, you shall conduct all appropriate due diligence and seek all appropriate legal, tax or financial advice from independent professionals in connection with the same. You acknowledge and agree that the Company does not, in any way, supervise, direct, control, or evaluate any Project and accordingly cannot be responsible for any Project.
5.11. The Company assumes no liability or obligations under or related to any third party issuer, Project, or any acts or omissions by any user or any third party issuer.
5.12. You agree to immediately notify the Company if you become subject to any legal or regulatory investigation or action, or if you become aware of any third-party claim regarding the Protocol or any Project.
5.13. You acknowledge and agree that the Company assumes no obligations to help any user or third party issuer enforce any claims it might have towards any other user or third party issuer on the Protocol, which may arise from their direct contractual engagements entered into on the Protocol or based on any information provided by any party on the Protocol.
5.14. The third party issuer promoting a Project is solely responsible for fulfilling promises of goods or services in relation to Projects launched, as well as any associated liquidity pools. Where third party issuers are unable to satisfy the terms of their direct arrangement with users, they may be subject to legal action by users.
5.15. Neither the Company nor the Protocol provides any digital asset exchange or portfolio/fund management services. If you choose to engage in transactions with Projects or liquidity pools or any other users, then such decisions and transactions and any consequences flowing therefrom are your sole responsibility. In no event shall the Company, its affiliates or their respective directors or employees be responsible or liable to you or anyone else, directly or indirectly, for any damage or loss arising from or relating to any interaction or continued interaction with Projects or liquidity pools, or reliance on any information provided on the Website or the Protocol (including, without limitation, directly or indirectly resulting from errors in, omissions of or alterations to any such information).
5.16. THE WEBSITE AND PROTOCOL SOLELY FUNCTIONS AS A VISUAL USER INTERFACE. IN NO CIRCUMSTANCES SHALL THE COMPANY, THE SMART CONTRACTS, THE WEBSITE OR THE PROTOCOL BE CONSTRUED AS A DIGITAL ASSET EXCHANGE, BROKER, DEALER, FUND MANAGER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. THE WEBSITE DOES FACILITATE OR ARRANGE TRANSACTIONS BETWEEN BUYERS AND SELLERS, INCLUDING WITH RESPECT TO ANY TRANSACTIONS THAT OCCUR IN CONNECTION WITH PROJECTS OR LIQUIDITY POOLS, WHICH TRANSACTIONS OCCUR ON THE RELEVANT BLOCKCHAIN NETWORK. THE COMPANY IS NOT A COUNTERPARTY TO ANY TRANSACTION FACILITATED BY THE SMART CONTRACTS, THE WEBSITE OR THE PROTOCOL OR FOR ANY USER OF THE WEBSITE. NEITHER THE SMART CONTRACTS, THE WEBSITE OR THE PROTOCOL PROVIDES FINANCIAL ADVISORY, LEGAL, REGULATORY, OR TAX SERVICES DIRECTLY, INDIRECTLY, IMPLICITLY, OR IN ANY OTHER MANNER, AND YOU SHOULD NOT CONSIDER ANY CONTENT CONTAINED IN THESE TERMS OR OTHERWISE POSTED ON THE WEBSITE TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, REGULATORY, TAX OR OTHER ADVICE. THE COMPANY DOES NOT SUPPORT, ENDORSE OR CURATE ANY PROJECT OR LIQUIDITY POOL CREATED BY ANY USER OF HYPERPIE, AND EACH SUCH CREATOR IS AN INDEPENDENT AGENT WITH NO EMPLOYMENT OR OTHER CONTRACTUAL RELATIONSHIP WITH THE COMPANY (IN THIS REGARD, ANY LAUNCH OR LISTING ON THE WEBSITE OR THE PROTOCOL DOES NOT IMPLY ANY REVIEW OR DILIGENCE ON THE PART OF THE COMPANY).
USER REPRESENTATIONS AND WARRANTIES
By utilising the Protocol, you shall represent and warrant to the Company as well as the Projects as follows:
6.1. you have read carefully and agree in full to the contents of these Terms and the whitepaper published on the Website;
6.2. these Terms comprise legal, valid and binding obligations on you, enforceable against you by the Company in accordance with the terms hereof;
6.3. these Terms and the consummation of the transactions hereinunder will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of it under: (a) any contract or agreement to which you are a party or by which you are bound; (b) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over you; or (c) any applicable law, statute, ordinance, regulation or rule; or (d) (if you are a legal entity) any provision of your constating documents, by-laws or resolutions;
6.4. you are not a citizen, resident (tax or otherwise), permit holder or green card holder of any country subject to United States embargo, UN sanctions, HM Treasury’s 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 HM Treasury’s financial sanctions regime, nor are you under the control of any national or resident of these countries;
6.5. you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
6.6. you understand and agree that any cryptographic tokens, blockchain technology or projects relating to distributed ledger technology are new and relatively untested and outside of the control of the Company. There are various risks involved, for example cyber security risks, unfavourable regulatory action, or unclear legal/tax status of cryptographic tokens and Projects and liquidity pools;
6.7. you understand and agree that we do not represent or warrant that the Services or the Protocol is free of security vulnerabilities or secure from a hacker or other malicious attack, which may result in the loss of the user's assets, funds, confidential information or any other data;
6.8. you are fully aware and understand that there are risks associated with the Protocol, the Services, Projects and liquidity pools. In particular, the Company does not guarantee or represent that contributions to any Project will be used as promised, that issuers of Projects will deliver on their promises, or that the Project will achieve any commercial goals/targets, or any performance of any liquidity pool; the Company undertakes no duty to investigate claims made by issuers of Projects and accordingly does not endorse, guarantee, make representations, or provide warranties regarding the quality, safety, morality or legality of any Project;
6.9. you agree and acknowledge that the Company is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the usage of the Protocol and/or the Services;
6.10. you shall not (and shall not permit or authorise any other person to):
(a) use the Protocol in any manner that is not expressly authorised by these Terms;
(b) use the Protocol (i) for any illegal, unauthorised or otherwise improper purposes or (ii) in any manner which would violate these Terms or breach any laws, regulations, rules or orders (including those relating to sale of securities, virtual assets, data privacy, data transfer, international communications or the export of technical or personal data) or violate the rights of third parties (including intellectual property rights and rights of privacy or publicity);
(c) remove any legal, copyright, trademark or other proprietary rights notices contained in the Protocol or on any materials received or is given access to in connection with these Terms or the Services;
(d) advertise or provide products or services competitive with the Protocol or access the Protocol for competitive analysis or disseminate performance information relating to the Protocol;
(e) sell, lease, share, transfer or sublicense the Protocol or the Services, directly or indirectly, to any third party;
(f) use the Protocol in a manner that, as determined by the Company in its sole discretion, constitutes excessive or abusive usage, e.g. exceeding technical limitations or impersonating other users;
(g) interfere with, disrupt, degrade, impair, overburden or compromise the integrity of the Protocol or any underlying software, any of the Company’s systems or any of the Company’s networks relating to the Protocol (including by probing, scanning or testing their vulnerability);
(h) disobey any requirements, procedures, policies or regulations of networks in respect of the Protocol as notified by the Company to you;
(i) attempt to gain unauthorised access to the Protocol or the Company’s other products and/or services, any of the Company’s systems or any information not permitted by these Terms;
(j) use the Protocol to transmit any (i) content that is illegal, tortious, defamatory, vulgar, obscene, racist, ethnically insensitive, or invasive of another person’s privacy, (ii) content that promotes illegal or harmful activity, or gambling or adult content, (iii) viruses, worms, defects, Trojan horses, or any other malicious programs or code or items of a destructive nature or (iv) materials that could harm minors in any way;
(k) copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify or create derivative works of the Protocol or any underlying software, any of the Company’s systems or other products or services;
(l) make any representations, warranties or commitments regarding the Protocol on behalf of the Company; or
(m) take any action that would subject the Protocol to any third-party terms, including without limitation any open source software licence terms.
RISKS BORNE BY USERS
You acknowledge and agree that the Protocol and Services are currently in the initial development stages, and there are a variety of unforeseeable risks with utilising the Protocol, the Services, or the underlying smart contracts. In the worst scenario, this could lead to the loss of all or part of your digital assets interacting with the Protocol, the Services, or the underlying smart contracts. IF YOU DECIDE TO UTILISE THE PROTOCOL, THE SERVICES, OR THE UNDERLYING SMART CONTRACTS YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE BELOW RISKS AND AGREE NOT TO HOLD THE COMPANY OR ANY OF THEIR AFFILIATES RESPONSIBLE FOR THE FOLLOWING RISKS:
7.1. Usage of the Protocol, the Services, or the underlying smart contracts carry financial risk. You acknowledge and agree that you are aware of such risks, in particular that transactions relating to digital assets are very risky, and such digital assets are, by their nature, highly experimental, risky, volatile and generally irreversible. You should not make any transactional decision without first conducting your own research. You are solely and exclusively responsible for determining whether any Project, liquidity pool, or any transaction in connection with the Protocol, the Services, or the underlying smart contracts is appropriate or suitable for you based on your own objectives and personal and financial situation. You acknowledge and agree that you will access and use the Protocol, the Services, or the underlying smart contracts and interact with Projects and liquidity pools at your own risk.
7.2. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any participation in Projects, liquidity pools and the underlying digital assets. You accept all consequences of participating in such interactions, including the risk that you may lose access to your digital assets indefinitely. All decisions to interact with Projects or liquidity pools are made solely by you. Notwithstanding anything in these Terms, the Company accepts no responsibility whatsoever for and will in no circumstances be liable to you in connection with any interaction with Projects, liquidity pools or your digital assets. Under no circumstances will the operation of all or any portion of the Protocol, the Services, or the underlying smart contracts be deemed to create a relationship that includes any management of any assets, or the provision or tendering of investment advice.
7.3. Digital assets, including any original or wrapped/bridged assets are not legal tender, are not backed by the government, and are not subject to any "Deposit Insurance Scheme" or protections under any banking or securities laws. The Company is not a bank and does not offer any lending services, fiduciary services, or security broking services.
7.4. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your digital assets utilised in connection with Projects or liquidity pool, which may also be subject to significant price volatility. We cannot guarantee that any users which choose to interact with Projects or liquidity pools will not lose money.
7.5. Neither the Protocol, the Services, or the underlying smart contracts hold in custody, store, send, or receive any of your digital assets. This is because your digital assets exist only by virtue of the ownership record maintained on the relevant blockchain network. Any transfer of digital assets occurs within the relevant blockchain network, and not on the Protocol.
7.6. All smart contracts may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any digital assets utilised or received in connection with Projects or liquidity pools. Interaction with these smart contracts are entirely at your own responsibility and liability, and the Company is not a counterparty to the smart contracts.
7.7. No creator of Projects or liquidity pools will be able to guarantee the future performance of digital assets issued in connection with a Project or liquidity pool, or any specific level of performance, or your overall results from interacting with Projects or liquidity pools. When reviewing the background history, information, and opinions of these creators, do not assume that the user is unbiased, independent or qualified to provide financial information or opinions.
7.8. Hackers or other malicious groups or organisations may attempt to interfere with the Protocol, the Services, or the underlying smart contracts in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the relevant blockchain network comprises open-source software, there is the software underlying the smart contracts may contain intentional or unintentional bugs or weaknesses that may negatively affect the Protocol, the Services, or the underlying smart contracts, or result in the loss of the user’s original assets or wrapped assets, or the loss of the user’s ability to access or control their digital assets. In the event of such a software bug or weakness, there may be no remedy, and users are not guaranteed any remedy, refund or compensation.
7.9. The regulatory status of digital assets, and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to the same. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Protocol, the Services, or the underlying smart contracts. Regulatory actions could negatively impact the Company in various ways, and thus the Protocol, the Services, or the underlying smart contracts may not be available in certain areas.
7.10. The underlying smart contracts run on a variety of supported blockchain networks, using specially-developed smart contracts. Accordingly, changes to the relevant blockchain network, a hard fork in the relevant blockchain network, re-organisations of blockchain structure or blocks, or a change in how transactions are confirmed on the relevant blockchain network may have unintended, adverse effects on the smart contracts built thereon.
7.11. All actions and functions performed by users via the open source smart contracts are irrevocable, and the Company cannot access nor does it custodies any of users' digital assets transferred or deployed in connection with smart contracts; recover private keys, passwords, or other information; reset passwords; or reverse transactions.
7.12. The Protocol, the Services, or the underlying smart contracts may rely on or utilise a variety of external third party services or software, including without limitation decentralised cloud storage services, analytics tools, oracles, hence therefore the Protocol, the Services, or the underlying smart contracts may be adversely affected by any number of risks related to these third party services/software, which may be compromised in the event of security vulnerabilities, cyberattacks, malicious activity, or technical interruptions.
7.13. The tax characterisation of digital assets, and the usage of the Protocol, the Services, or the underlying smart contracts is uncertain. It is possible that the user's intended treatment of digital assets in connection with Projects or liquidity pools may be challenged. You must seek your own tax advice in connection with the Services provided by the Company, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value-added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
7.14. You accept and confirm that a conflict of interest may arise when the interest of the Company and its affiliates competes or may appear to compete with your interests under these Terms. Specifically, you hereby acknowledge and confirm that: (a) the Company or its affiliates may participate in certain transactions relating to Projects or liquidity pools in an individual capacity; (b) the Company or its affiliates may establish business, including without limitation, advisory or consulting relationships with Projects and various other ecosystem players, financial institutions, digital asset owners, or digital asset exchanges; and (c) the Company or its affiliates may compensate or share its revenues from activities in connection with the Protocol, the Services, or the underlying smart contracts with various users, creators or users of Projects, creators or users of liquidity pools, the Company’s affiliates, partners or other similar parties.
INTELLECTUAL PROPERTY RIGHTS
8.1. The Protocol and any Services, including their design elements or concepts and any and all underlying software and intellectual property, including, but not limited to any registered trademarks, are the property of the Company, and are protected by copyright, patent, trade secret and other intellectual property laws.
8.2. The Company retains any and all rights, title and interest in and to the Protocol and Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Protocol and Services is limited to the rights expressly granted in these Terms. No licences to use any of trademarks or brands of the Company are to be inferred or assumed pursuant to the use of any Services. All rights not expressly granted to you are reserved and retained by the Company.
8.3. You expressly agree not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the intellectual property of the Company without the express prior written consent of the Company.
8.4. By acceptance of these Terms, you agree and acknowledge that all information and content provided by you, including your username, your contact list, digital asset wallets and any tokens held in such wallets, any messages, posts, comments or user generated content (the "UGC") in any communication channel (including without limitation our app, Twitter, Discord or Telegram) shall be considered non-confidential and non-proprietary information. By providing such UGC, you specifically grant us a non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to use, copy, duplicate store, present and publish all or any part of the UGC, and we shall be free to use such UGC in any manner or media whatsoever, on an unrestricted basis and without any attribution or royalties or other compensation to you, including, without limitation, within or outside the Website and/or our app, and in any digital or printed media.
8.5. You acknowledge that you shall be responsible for any UGC that you submit or transmit through the Website and/or our app, including your responsibility as to the legality, reliability, appropriateness, originality and copyright of any such information or material. Additionally, you represent and warrant that: (a) you own all right title and interest in any UGC provided by you, (b) such UGC does not violate any applicable laws, and (c) the posting of your UGC by us (in any manner or media whatsoever, on an unrestricted basis) does not (and will not) violate the privacy rights, publicity rights, copyright, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticise any person or entity. You shall be solely liable for any damage resulting from any infringement or other violation of the copyright, trademarks or other proprietary rights of any individual or entity, and for any other harm or losses resulting from any UGC.
8.6. You agree and grant the Company a worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable right and license to use, reproduce, communicate, distribute, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from and/or sell and/or distribute any source code, designs, creative ideas, suggestions, proposal, plans, data or any other material or content submitted to the Protocol, or incorporate such content into any form, medium or technology without compensation or further reference to you. You are solely responsible for all such content and you agree that these will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. This license will survive the termination of these Terms.
EXTERNAL SITES
The Website or our app may include hyperlinks to other web sites or resources (collectively, External Sites), which are provided solely for your convenience. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
DISCLAIMER, NO WARRANTY, LIMITATION OF LIABILITY
10.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY DOES NOT WARRANT THAT THE PROTOCOL OR ANY OF THE SERVICES AVAILABLE THROUGH IT WILL BE UNINTERRUPTED OR FREE FROM ERRORS. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN MATERIALS OR SERVICES AVAILABLE THROUGH THE WEBSITE OR THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.WE MAKE NO REPRESENTATION OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR NON-INFRINGEMENT OF ANY CONTENT ON THE WEBSITE OR SERVICES AVAILABLE THROUGH IT.
10.2. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY THE COMPANY INDEMNIFIED PARTIES), BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH ANY ACCEPTANCE OF OR RELIANCE ON THESE TERMS OR THE WEBSITE, OR WITH THE USE OF THE PROTOCOL AND/OR THE SERVICES, OR ANY ACTION TAKEN IN THE BEST INTEREST OF THE PROTOCOL (AT THE SOLE DISCRETION OF THE COMPANY).
10.3. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. THE COMPANY ALSO SPECIFICALLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THESE TERMS OR THE WEBSITE.
10.4. The Company shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack.
10.5. Electronic transmissions of data including the internet are public media and any use of such media is public not private. Information related to or arising from such use is either public or the property of those collecting the information and not personal or private information. The Company does not warrant and cannot ensure the security or confidentiality of any information you transmit to the Protocol. Accordingly, any information you transmit to the Protocol is transmitted at your own risk.
10.6. In the event of a dispute between any user and any third party issuer, you shall, to the fullest extent permitted by law, release the Company Indemnified Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
10.7. Each user and third party issuer acknowledges and agrees that the total aggregate liability of the Company Indemnified Parties (whether arising under contract, negligence, tort, breach of statutory duty or otherwise) to any user or third party issuer shall not exceed an amount equal to US$200.
10.8. Nothing in these Terms is intended to affect your rights under law. Each user and third party issuer acknowledges and agrees that these Terms allocate the risks between the Company and such user or third party issuer (as the case may be), and the Company only agrees to provide the Services in reliance upon this allocation of risk and the exclusion of damages as set forth in these Terms.
INDEMNITY
11.1. By using the Protocol, you agree, to the fullest extent permitted by law, to indemnify and hold the Company, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of these Terms (including without limitation a breach of Section 1.1, which shall be a fundamental breach), your use of the Protocol or any of the Services (including any regulatory action against the Company in connection with the same), your violation of any rights (including intellectual property rights) of any third party, your non-compliance with applicable laws or regulations in the jurisdiction in which you are accessing the Protocol or the Services, or any action taken by the Company as part of its investigation of a suspected violation of these Terms or as a result of its finding or decision that a violation of these Terms has occurred. You agree to defend, indemnify and hold harmless the Company and its affiliates from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Protocol or any breach by you of these Terms.
11.2. In particular, each third party issuer shall indemnify and hold the Company Indemnified Parties harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
(a) any harmful or malicious hidden code which disrupts, disables, damages, corrupts, harms, or otherwise impedes the Protocol or liquidity pools, viruses, worms, traps, back doors, access codes or trap door devices;
(b) technical flaws, disturbances, economic exploits or issues in or with respect, or attacks on the Protocol or liquidity pools, including without limitation any double spend attack, denial of service attack, transaction malleability attack, timejacking attack, delay routing attack, Sybil attack, eclipse attack, refund attack, balance attack, punitive and feather forking attack, or blockchain rollback;
(c) any fraudulent false or materially misleading information provided to the Company, or any omission of material information;
(d) any civil or criminal inquiry or investigation by any governmental authority into the third party issuer or the Company, or any products, services or digital token in connection therewith; or
(e) any other incident, occurrence, fact or event that has (either individually or in the aggregate), or which the Company (in its sole discretion) believes may have an adverse effect on the Company or the Protocol, or any products, services or digital token in connection therewith.
CONSENT TO ELECTRONIC DISCLOSURES AND SIGNATURES
12.1. Because the Protocol operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you certain disclosures electronically via the Website. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Website and Services.
12.2. By accepting these Terms or contacting us in any manner, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, in any way, including notifications, messages and/or calls delivered using automated systems. Notwithstanding the aforementioned, any form of communication from the us will be provided to you electronically through the Website or (if applicable) via email to the email address provided. If you require paper copies of any agreements or disclosures, you may print such documents desired.
12.3. Your consent to receive disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such disclosures relate, whether between you and (a) us or (b) a third party by and through the Services. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all disclosures relevant to Services received through the Website.
12.4. You may withdraw your consent to receive agreements or disclosures electronically by contacting us at [email protected]. However, once you have withdrawn your consent you will not be able to access the Services or the Website.
GOVERNING LAW AND DISPUTE RESOLUTION
13.1. These Terms will be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law rules and principles (whether of the British Virgin Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
13.2. All disputes arising out of or in connection with these Terms (including without limitation the enforceability of this Section 13 or any question regarding its existence, validity or termination, your access or use of the Protocol, the Services, or the underlying smart contracts or to any products sold or distributed through the same) shall be referred to and finally resolved by arbitration administered by arbitration in accordance with the BVI IAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party will cover its own fees and costs associated with the arbitration proceedings. Notwithstanding the foregoing, the Company may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by the Company through injunctive relief and other equitable remedies without proof of monetary damages.
13.3. To the maximum extent permitted by law, you waive any right to participate in any class action lawsuits, class arbitrations, or representative proceedings in respect of Hyperpie, and in particular you waive your rights to a jury trial.
MISCELLANEOUS
14.1. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be varied and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
14.2. All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, Sections pertaining to suspension or termination or access, debts owed to the Company, general use of the Protocol, disputes with the Company, disclaimers, limitations of liability, indemnity, jurisdictional terms and general provisions, shall survive the termination or expiration of these Terms.
14.3. The language in all parts of these Terms shall in all cases be construed as a whole, according to its fair meaning, and not strictly against the Company. The parties agree, to the fullest extent permitted by applicable law, to waive any applicable rule requiring the construction of these Terms or any provision hereof against the Company as the party drafting these Terms. Section headings in these Terms are for convenience only and are not to be construed as a part of these Terms or in any way limiting or amplifying the provisions hereof.
14.4. These Terms constitute the entire agreement between the parties with respect to the subject matter herein, and shall replace and supersede all prior agreements, negotiations, or understandings, whether written or oral, with respect to the subject matter herein, and may not be contradicted by evidence of any prior agreement.
14.5. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision.
14.6. Notwithstanding any other provision of these Terms, any translation of these Terms is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language. In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge that you have read and understood the English language version of these Terms.
14.7. These Terms, and any rights and licenses granted hereunder, are not transferred or assigned by you, but may be assigned by the Company without restriction.
14.8. Save as expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no right to enforce or to enjoy the benefit of any term of these Terms. Notwithstanding any term of these Terms, no consent of any party who is not a party to these Terms shall be required for the waiver, variation or termination of any part of these Terms.
14.9. If you have any feedback, questions, or complaints, contact us via email at [email protected]. When you contact us please provide us with your name, address, and any other information we may need to identify you, your digital address, and the issue on which you have feedback, questions, or complaints.
14.10. The Company may use cookies, or other technologies, in connection with the Protocol. Cookies are small files or records that the Company may place on your web browser for collecting information about your activities on the Protocol, preparing reports, assessing trends, and otherwise monitoring the way in which the Protocol is being used. This is intended to enhance convenience for you, and to assist the Company to run an efficient operation. By accepting these Terms, you confirm your consent to the Company’s use of cookies, and other such technologies, for these purposes.
14.11. You are prohibited from violating or attempting to violate the security of the Protocol, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorised to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or Services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability.
14.12. You understand that by using the Protocol or any Services provided on the Protocol, you may encounter content that may be deemed by some to be offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Protocol and any service at your sole risk and that the Company and its affiliates shall have no liability to you for content that may be deemed offensive, indecent, or objectionable
14.13. The Company is an independent party for all purposes. You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of your use of the Protocol and/or the Services.
14.14. These Terms constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and the Company.
14.15. Your unauthorised use of the Protocol may give rise to a claim for damages and/or be a criminal offence.
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