Terms of Service

Last Updated: February 17, 2025

These Terms of Service (the “Agreement”) explains the terms and conditions by which you may access and use “Website” and any subdomains associated with the Website. You must read this Agreement carefully as it governs your use of the Website. By accessing or using the Website, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Website and should not use the Website.

NOTICE: This Agreement contains important information which impact your rights as to how disputes are resolved. The Website is only available to you — and you should only access the Website — if you agree completely with these terms.

Introduction

The Website provides access to (a) a decentralized protocol on various public blockchains that allow users to trade certain compatible virtual assets (the “Protocol”), among other services. The Website is one, but not the exclusive, means of accessing the Protocol.

To access the Website, you must use a non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service of that third party, not this Agreement. Wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Website, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

Modification of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at Terms of Service. All modifications will be effective when they are posted, and your continued accessing or use of the Website will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Website.

Description of Services provided through the Website

The Website provides a web or mobile-based means of accessing the Protocol.

Website for accessing Protocol

The Website is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol comprises of open-source or source-available self-executing smart contracts that are deployed on various public blockchains. Hyperion does not control or operate any version of the Protocol on any blockchain network. By using the Website, you understand that you are not buying or selling virtual assets from us and that we do not operate any liquidity pools on the Protocol or control trade execution on the Protocol. When traders pay fees for trades, those fees accrue to liquidity providers for the Protocol. As a general matter, the Hyperion team is not a liquidity provider into Protocol liquidity pools and liquidity providers are independent third parties.

Not every features of the Website and/or the Protocol is addressed in these Terms. Additional features are subject to other agreements specific to those as published by Hyperion from time to time.

Eligibility

To access or use the Website, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in Hong Kong) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Website.

You shall not, (and, if you are an entity, the entity is not owned or controlled by any other person who is), acting, directly or indirectly, on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in the United States, People’s Republic of China (excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan), or any country where use of Website and/or the Protocol or related activities is illegal, prohibited, or requires a permit or license. You shall not (and, if you are an entity, the entity is not owned or controlled by any other person who is) acting, directly or indirectly, on behalf of any other person who is in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions; a person designated as a terrorist or a terrorist associates or a subject of economic or trade sanctions; identified on, or operationally based or domiciled in a country or territory that is included in, any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by the United Kingdom (as are extended to the Cayman Islands by statutory instrument), United Nations (whether through the Security Council, or otherwise), the U.S. government (including the U.S. Treasury Department's Specially Designated Nationals list and Foreign Sanctions Evaders list), or the European Union (EU) or its member states". Finally, you represent that your access and use of the Website will fully comply with all applicable laws and regulations, and that you will not access or use the Website to conduct, promote, or otherwise facilitate any illegal activity.

Intellectual Property Rights

Unless expressly stated otherwise in this Terms of Service, Hyperion owns all intellectual property and other rights subsisting in the Website and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, designs, and its “look and feel.”. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, dissemble, or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Products, including any intellectual property rights.

Unlike the Website, the Protocol the comprised entirely of open-source or source-available software running on public blockchains. You understand and acknowledge that the Protocol is not a Product and we do not control the Protocol.

Additional Rights

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Website; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Website; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Prohibited Activity

You agree not to engage in, or attempt to engage in, or advocate, encourage or assist any third party in carrying out any of the following categories of prohibited activity in relation to your access and use of the Website:

Intellectual Property Infringement.

Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

Cyberattack.

Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.

Fraud and Misrepresentation.

Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

Market Manipulation.

Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.

Securities and Derivatives Violations.

Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

Sale of Illegally Obtained Property.

Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

Data Mining or Scraping.

Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Website.

Objectionable Content.

Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.

Any Other Unlawful Conduct.

Activity that violates any applicable law or another relevant jurisdiction.

Launchpads

Notwithstanding our restrictions on eligibility of users under “Eligibility”, in respect of your participation in launches, You represent that you are not located, incorporated or a citizen or resident of the following countries or regions:

the United States of America and its territories (American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), People’s Republic of China, Belarus, Bermuda, Burundi, Central African Republic, Cuba, Democratic Republic of Congo, Eritrea, Guinea-Bissau, Iran, Libya, Mali, New Zealand, North Korea, Palestine, Republic of Seychelles, Somalia, South Sudan, Sudan, Syria, Western Sahara, Yemen, Crimea and Sevastopol, Zimbabwe or any other state, country, or jurisdiction where participation in this launch would be illegal according to applicable law.

Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not offer to sell or solicit offers to buy any securities on the Website or broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on the public distributed blockchains like Ethereum. As a result, we do not (and cannot) guarantee market best pricing or best execution through the Website.

Non-Solicitation; No Investment Advice

You agree and understand that: (a) all trades you submit through the Website are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades; and (c) we do not conduct a suitability review of any trades you submit.

We may provide information about tokens on the Website sourced from third-party data partners through features such as rarity scores, token explorer or token lists. We may also provide warning labels for certain tokens. The provision of informational materials does not make trades in those tokens solicited; we are not attempting to induce you to make any purchase as a result of information provided. All such information provided by the Website is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take, or refrain from taking, any action based on any information contained on the Website. By providing token information for your convenience, we do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

Non-Custodial and No Fiduciary Duties

The Website is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your virtual assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Website will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance and Tax Obligations

The Website may not be available or appropriate for use in your jurisdiction. By accessing or using the Website, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Specifically, your use of the Website or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Gas Fees

Blockchain transactions require the payment of transaction fees to the appropriate network (“Gas Fees”). These fees are not levied directly by us, but rather determined by your use of the Protocol and the underlying blockchain communities at large. You understand that we have no control over Gas Fees, (including without limitation, their applicability, payment, amounts, transmission, intended operation and effectiveness) whether related to your use of the Protocol or otherwise. Except as otherwise expressly set forth in the terms of another offer by Hyperion, you will be solely responsible to pay the Gas Fees for any transaction that you initiate. You agree that in no event will Hyperion be responsible to you or any other party of the payment, repayment, refund, disbursement, indemnity, or for any other aspect of your use or transmission of Gas Fees.

Assumption of Risk

BY ACCESSING AND USING THE WEBSITE, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF VIRTUAL ASSETS SUCH AS ETHER (ETH), SO-CALLED STABLECOINS, AND OTHER DIGITAL TOKENS SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20), OR STANDARDS OF ANY OTHER DIGITAL TOKENS WHICH ARE TRANSACTED ON HYPERION.

In particular, you understand and agree that your access and use of our Website are subject to certain inherent risks, which without limitations, include:

High Volatility.

The markets for these virtual assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs. You further acknowledge and accept the risk of selecting to trade in Expert Modes, which can expose you to potentially significant price slippage and higher costs. You are responsible for any losses or missed opportunities resulting from slippage, regardless of your circumstances. You are therefore reminded to review the slippage tolerance level before proceeding with a trade. If you act as a liquidity provider to the Protocol through the Website, you understand that your virtual assets may lose some or all of their value while they are supplied to the Protocol through the Website due to the fluctuation of prices of tokens in a trading pair or liquidity pool. Further, You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time.

Regulatory Uncertainties.

New or changes in the regulatory regime in different jurisdictions may materially and adversely affect your use of the Website and/or the Protocol, the transfer and the value of the virtual assets available on Hyperion.

Malfunctions and errors. The transactions are supported by one or more smart contracts on the blockchain. Smart contracts may be subject to malfunctions, errors, including but not limited to programming errors, hacking, theft, or other technological difficulties which may prevent access to or use of your virtual assets.

Automatic Transactions and Accidental Transfers. You understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. Inputting an incorrect wallet address, wrong chain, leakage of private keys may result in an irrecoverable loss of your virtual assets.

Fraudulent Transactions.

Transactions on the Protocol may be susceptible to mining attacks, hacking, security weakness, fraud, counterfeiting, cyberattacks and other technological difficulties that are beyond our control. The occurrence of such events may result in an irreversible loss of the virtual assets.

Finally, you understand that we do not create, own, or operate cross-chain bridges and we do not make any representation or warranty about the safety or soundness of any cross-chain bridge, including its use for Hyperion governance.

The list of risks set out above is not intended to be comprehensive or exhaustive. In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Website. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Website to interact with the Protocol. You acknowledge that you should conduct your own due diligence and obtain sufficient independent information to make an informed decision before using our Website or the Protocol.

Third-Party Resources and Promotions

The Website may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Website. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions and does not guarantee the accuracy of the information contained therein. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions. Unless expressed otherwise, we and such third party resources are independent legal entities, and this Agreement shall not constate any form of agency, partnership or cooperative relationship between the parties. We and such third party resources shall be separately responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreement.

Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Website. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Website.

Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Website; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Website with your assistance or using any device or account that you own or control.

No Warranties

The Website is provided on an "AS IS" and "AS AVAILABLE" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that your use of the Website is at your own risk. We do not represent or warrant that access to the Website will be continuous, uninterrupted, timely, or secure; that the information contained on the Website will be accurate, reliable, complete, or current; or that the Website will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Website. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Website.

Similarly, the Protocol is provided "AS IS", at your own risk, and without warranties of any kind. Although we contributed to the initial code for the Protocol, we do not provide, own, or control or conduct any oversight over the virtual assets, the blockchain network, or the Protocol, which is run autonomously without any headcount by smart contracts deployed on various blockchains. Upgrades and modifications to the Protocol are generally managed in a community-driven way by holders of our governance token (vePOT). No developer or entity involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Protocol, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Website.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF THE WEBSITE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR THE INFORMATION CONTAINED WITHIN IT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) FAILUTRE, EXPLOIT, OR VULNERABILITY OF THE WEBSITE OR THE PROTOCOL, YOUR WEB3 UTILITIES, OR THE UNDERLYING BLOCKCHAIN(S) OR RELATED BLOCKCHAIN FUNCTIONALITIES; (C) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE WEBSITE; (D) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (E) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE WEBSITE; (F) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE; (G) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE WEBSITE; AND (H) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

No Insurance

You agree that your crypto wallet(s) do not constitute as a checking or savings accounts. We do not provide any kinds of insurance to you against any type of loss, including without limitation, losses due to decrease in value of your virtual assets, assets lost due to a cybersecurity failure, or from your or other individuals’ errors or malfeasance. Most jurisdictions do not regard virtual assets as a legal tender, and most virtual assets are not backed by any government. Neither your virtual assets balance nor any of your transactions via the Protocol are covered by the Hong Kong Deposit Protection Scheme or other similar protections.

Governing Law and Dispute Resolution

You agree that the laws of Hong Kong, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the Website shall be deemed to be based solely in Hong Kong, and that although the Website may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

Entire Agreement

These terms including any supplementary terms to this Terms of Service constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

_{The White Paper is for informational purposes only. Nothing in the White Paper constitutes legal, financial or tax advice. Its content may be updated from time to time without express notice. You should seek your own professional advice before engaging in any activity in connection with Hyperion. See Legal Disclaimer.}