The HyperPay PoS ETF subscription agreement (hereinafter referred to as "the Agreement") is a valid contract between HyperFin and the customer on matters related to digital asset management. Please read this Agreement carefully. By signing this agreement, the customer is deemed to reach an agreement with HyperFin and agree to accept all the agreed contents of this Agreement and the terms and provisions related. If the customer does not agree with this agreement, please do not click "Agree" or similar content, nor access or use the "services" provided by HyperFin in any other way.
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Agreement: refers to this Agreement and each of its exhibits as amended from time to time;
Digital asset management service: refers to the management service of relevant digital assets provided by HyperFin for customers participating in "POS ETF". (hereinafter referred to as "the services")
Claim: includes any claim, judgment, arbitration, action, suit, defense, set off or demand (including any claim for time or cost):
(a) under, arising out of or connected with this Agreement or the services;
(b) under, arising out of or connected with the promise or performance of the services;
(c) under the principle of law or equity, including:
i. in accordance with laws and regulations;
ii. tort caused by negligence or other reasons;
iii. return request, including return request for improper profits.
Customer: refers to the party who agrees and is willing to sign this Agreement.
Digital assets: refers to a non physical asset based on encryption protocol.
Industry norms: refers to the highest level of skill, diligence, prudence and foresight that can be expected by a skilled and experienced person in the same or similar commitments in any commitment and in any case.
Risks: refers to any internal or external event or problem that may have a significant adverse impact on the delivery or execution of the services. Such events include: events or problems affecting customers; events or problems affecting POS ETF; and any other market-oriented events or problems that cannot be regulated;
2. Service Performance
2.1 When performing services, HyperFin shall:
(a) act in accordance with industry norms;
(b) comply with all reasonable instructions of the customer;
(c) comply with applicable laws and legislation;
(e) inform customers of the existence or possibility of conflicts of interest in a timely manner and cooperate with customers to resolve such conflicts of interest.
2.2 The customer agrees that when performing the services, HyperFin has the right to aggregate the digital assets participated in "POS ETF" by the customer into one or more wallets.
2.3 The customer acknowledges and agrees that, in performing the services,HyperFin, a digital currency financial services company, provides management services for the "POS ETF" fund, and scientifically diversifies the customer's assets into various currencies Staking to obtain weighted average returns. HyperFin charges 1% of the redemption amount as a service fee for each redemption transaction completed by the customer.
2.4 HyperPay provides relevant technical and security services for the "POS ETF" project. HyperPay shall not assume any established or constructive guarantee responsibility for all transaction risks that may occur in the investment process of the "POS ETF" project. HyperFin provides scientific and reasonable digital asset management services for POS ETF, and the market risk in the investment process of POS ETF shall be borne by the customer, who shall be responsible for the profit and loss.
3. Representations and warranties
3.1 HyperFin represents and warrants that:
(a) it has the necessary skills, cautions and experience to perform the services that match and can be expected under this Agreement;
(b) it will carry out and complete the services cautiously, diligently, quickly in an effective and economical manner with due skill without delay;
(c) it will maintain all necessary books, records and accounts to provide HyperFin on behalf of the customer with the identification, evaluation, investment and divestment of the assets, as well as all other books, records and accounts required to be maintained by applicable law.
3.2 The customer represents and warrants that:
(a) the customer has not been convicted or charged with any offence (other than driving or other minor offence), including any offence involving fraud, dishonesty or violation of applicable securities, corporate, anti fraud or financial crime laws or tax laws; or is not under any substantial investigations that has been publicly announced or written notice has been sent to the affected parties, which is related to crime, supervision or administration that is currently under the guidance of government agencies or the execution of litigation process. During the execution of this Agreement, in case of any personal problems mentioned above, the customer shall promptly notify HyperPay and the planning management party, and terminate this Agreement.
(b) the customer has legal capacity under the laws of all applicable jurisdictions and voluntarily agrees to this Agreement, in particular:
i. the customer has full power and ability to perform the corresponding obligations and this Agreement;
ii. the customer agree to sign this Agreement by self willing and self independent judgment (if necessary to accept the advice of the independent consultant);
iii. if the customer signs this Agreement on behalf of the company, the company shall be a well-established enterprise duly registered and validly existing in accordance with the laws of the place where the company is established, and the customer is legally and validly authorized by the company;
iv. assignment of the rights and obligations set forth in this Agreement shall also bind the assignee, heirs, executors or administrators, and such assignment shall be agreed by HyperPay in advance.
3.3 The customer is experienced investor, in particular:
(a) the customer has the ability to maintain and keep any digital assets held, including any private keys, recovery phrases and passwords;
(b) the customer understands, acknowledges and accepts the risks outlined in this Agreement and is fully aware of all risks associated with digital assets and services; and the customer has carefully and fully read and understood all important documents and has sought independent advice if necessary, especially the customer has carefully and fully read and understood this Agreement;
(c) the customer does not rely on any form of representation, warranty, representation, commitment or guidance except as expressly provided in this agreement after signing this agreement;
(d) the customer does not use the services for any illegal purpose, in particular, the customer obtains the services only for the purpose expressly permitted by this agreement, and shall not consider purchasing, holding, exchanging or transferring any digital assets for other purposes, including any illegal, financial or financial purpose, or carrying out, assisting and promoting money laundering, financing terrorist or proliferating weapons of mass destruction;
(e) the customer shall not enter into this Agreement as an agent or as a partner of any partnership or act on behalf of any third party unless the customer himself is the trustee;
(f) if the customer is a trustee, the customer shall have disclosed the fact to HyperPay in writing, and the customer makes its own representations and warranties in both personal capacity and trustee capacity in accordance with this Clause (including the following): it should be acknowledged and understood that the entrusted investment may lead to partial or total loss, so the customer shall determine the currency and quantity of the entrusted investment with the degree of loss it can bear; its entrustment for the trustee has been fully established, and continues to be fully effective at any time, and the act of not terminating the entrustment has been executed or proposed; the customer is and has been effectively appointed as the trustee and the sole trustee of the entrustment at any time, and the act of removing the entrustment has not been carried out or proposed; the entrustment contract discloses all terms of the entrustment (except for the terms implied by law) and has been properly sealed; in accordance with the terms of the engagement, the customer has express rights to sign this Agreement, to exercise its rights under this Agreement, to perform its obligations under this Agreement and to conduct all transactions under this Agreement, and the customer has not in any way to release, waive or restrict such rights;
3.4 All information provided by the customer is true, complete, valid and not misleading in any respect, and the customer acknowledges and agrees that HyperPay signs this Agreement with the customer in accordance with the representations and warranties in this clause.
4. Risk Disclaimer
4.1 The customer understands and agrees that the services involve significant risks, including those caused by:
(a) the new nature of digital assets industry;
(b) the uncertain legal nature of digital assets;
(c) digital assets lacking business history and stable price data;
(d) lacking assets or properties on which digital assets are based;
(e) replication, modification or enhancement of digital assets networks due to the nature of open source;
(f) services relying on third parties, including termination and interruption of digital assets exchange, liquidity providers and wallet services;
(g) the speculation, volatility and liquidity of digital assets;
(h) potential inflation in the supply of digital assets;
(i) centralization of ownership of digital assets;
(j) the lack of control over digital assets;
(k) the dependence of digital assets on the Internet and other networks;
(l) the progress in cryptography and technology;
(m) the lose of customer's private key and password not caused by HyperPay;
(n) malicious actions, in particular: hacking attacks, distributed denial of service attacks, witch attacks, social engineering, split money laundering, malware, double blossom attacks, majority mining, consensus based or other mining attacks, misinformation campaigns, deception;
(o) failure to foresee and prevent legal, technical and other risks timely, including but not limited to force majeure, viruses, Trojans, system instability, trading platform credit risk, third-party service defects, hacker attacks, government behavior and other reasons that may lead to service interruption, data asset loss and other losses and risks.
5.1 Unless otherwise agreed by the parties, the customer and HyperPay shall keep the following information confidential:
(a) the provisions of this Agreement;
(b) assets and their distribution components;
(c) information and details of services performed;
(d) all information of a confidential nature, whether tangible or not, whether visible or not, is disclosed or communicated by one party (the disclosing party) to the other party (the receiving party), or learned or visited by the receiving party, or exposed by the receiving party as a result of its accession to this Agreement, including without limitation any information relating to: the business, finance, assets or liabilities of the disclosing party, including any matters that may affect the financial status or reputation of the disclosing party; the internal management and structure of the disclosing party and its personnel, policies, plans, strategies, customers, suppliers, products, services and markets; or composed of any intellectual property rights of the disclosing party, including any system, infrastructure, technology, equipment, software, process, method, technology or expertise owned or used by the disclosing party.
6. Applicable Law and Dispute Resolution
In case of any legal dispute between the parties hereto, both parties shall resolve it through friendly negotiation. If the negotiation fails, both parties shall agree to seek for arbitration.
The customer and HyperFin agree that the resolution of any dispute regarding this contract and / or the services shall be solely governed by the laws of the Singapore.