TERMS AND CONDITIONS

These Terms and Conditions (the "Terms") form a binding agreement between VyperLabs Ltd., a company incorporated in the Hong Kong Special Administrative Region with its registered office at 22/F, 3 Lockhart Road, Wan Chai, Hong Kong (the "Company", "we", "us" or "our"), and you, the customer accessing or using the VyperBots platform (the "Customer", "you" or "your"). By creating an account, clicking to accept these Terms, or otherwise accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

These Terms incorporate by reference our Acceptable Use Policy, our Privacy Policy and any product-specific schedules or order forms agreed in writing between you and us (together with these Terms, the "Agreement"). In the event of any conflict between these Terms and an executed order form, the order form prevails to the extent of the conflict.

1. Definitions

In these Terms, the following words have the following meanings.

• "Affiliate" in relation to any party, any entity that controls, is controlled by, or is under common control with, that party.
• "API Credentials" the read-and-trade API keys, secrets and related credentials issued by the Customer's exchange account(s) and provided by the Customer to the Platform for the purpose of operating the Customer's bots.
• "Bot" an instance of automated trading software made available by the Company on the Platform, configured by the Customer, and pointed at one or more Exchanges using the Customer's API Credentials.
• "Exchange" any third-party cryptocurrency or digital-asset exchange or trading venue, whether centralised or decentralised, to which the Customer connects a Bot via the Platform.
• "Fees" the subscription fees, per-Bot fees and any other charges payable by the Customer for access to and use of the Platform, as set out in the relevant order form or on the Platform's pricing page.
• "Losses" any loss, damage, cost, expense, liability, claim, demand, fine, penalty, or charge of any kind, whether direct or indirect, and including legal and professional fees.
• "Platform" the VyperBots platform and any related software, APIs, dashboards, documentation, command interfaces, libraries and tools made available by the Company at vyper.bot or any successor URL.

2. Nature of the service

The Company is a software vendor. The Platform is licensed infrastructure that enables the Customer to configure and operate the Customer's own automated trading Bots on third-party Exchanges, using API Credentials issued by the Customer to the Platform.

2.1 No custody

The Company does not hold, custody or take possession of any of the Customer's digital assets, fiat currency or other property. At all times the Customer's assets remain on the Customer's own Exchange accounts under the Customer's own credentials.

2.2 No advice

Nothing on the Platform and no communication from the Company constitutes investment advice, financial advice, legal advice, tax advice or any other form of regulated advice. The Company does not act as the Customer's broker, dealer, investment adviser, portfolio manager, fund manager or fiduciary.

2.3 Customer as principal and market maker

The Customer is the principal in respect of every trade executed via the Platform and, where the Customer chooses to operate the Bots for market-making purposes, the Customer is the market maker. The Company does not act as market maker, liquidity provider, designated market maker or designated liquidity provider for the Customer or for any token, exchange or venue. The Customer alone configures the Customer's trading strategy, market-making parameters, risk parameters, exposure limits and kill switches. The Customer alone is responsible for the financial consequences of the Bots' activity.

2.4 Exchange relationship

The Customer's relationship with each Exchange is governed solely by the agreement between the Customer and that Exchange. The Company is not a party to that relationship. The Customer is responsible for complying with the rules and terms of each Exchange on which the Customer's Bots operate.

3. Eligibility and account

3.1 Eligibility

The Customer represents and warrants that the Customer is at least eighteen (18) years old, has full legal capacity to enter into the Agreement, and is permitted under the laws of every jurisdiction whose laws apply to the Customer to access and use the Platform and to operate automated trading Bots on the Exchanges to which the Customer connects.

3.2 Onboarding

The Customer shall provide accurate and complete information in response to the Company's onboarding, know-your-customer, beneficial-ownership and sanctions-screening procedures, and shall update that information promptly if it becomes inaccurate or out of date. The Company may refuse, suspend or terminate any account at the Company's sole discretion, including where the Company is unable to verify the information provided.

3.3 Account security

The Customer is responsible for maintaining the confidentiality of the Customer's account credentials, for enabling and maintaining two-factor authentication where the Platform offers it, and for all activity occurring under the Customer's account. The Customer shall notify the Company without undue delay of any suspected unauthorised access or compromise.

3.4 API Credentials

The Customer shall issue API Credentials to the Platform that are scoped to the minimum permissions required to operate the Bots (read and trade only; never transfer; never withdrawal). The Customer is solely responsible for the scope of any API Credentials the Customer provides and for revoking them promptly where revocation is appropriate.

4. Licence to use the Platform

4.1 Grant

Subject to the Customer's payment of the Fees and continuing compliance with the Agreement, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the term of the Agreement, solely for the Customer's own internal business purposes and in accordance with the Agreement.

4.2 Restrictions

The Customer shall not, and shall not permit any third party to: (a) copy, modify or create derivative works of the Platform; (b) reverse-engineer, decompile or disassemble the Platform, or attempt to derive any of its source code; (c) resell, sublicense, rent, lease, time-share or otherwise commercially exploit the Platform; (d) remove or obscure any proprietary notice on the Platform; (e) use the Platform to build a competing product or service; or (f) use the Platform other than as expressly permitted by the Agreement.

4.3 Reservation of rights

All right, title and interest in and to the Platform, including all intellectual property rights, are and shall remain the exclusive property of the Company and its licensors. No rights are granted to the Customer other than as expressly set out in the Agreement.

4.4 Feedback

The Customer hereby assigns to the Company, on a worldwide, irrevocable, royalty-free basis, all rights in any feedback, suggestion, request or proposal the Customer provides to the Company in relation to the Platform, and the Company may use such feedback for any purpose without restriction or obligation.

5. Fees and payment

5.1 Fees

The Fees are set out on the Platform's pricing page or in the relevant order form. Unless otherwise agreed in writing, the Platform is provided on a pay-per-active-Bot basis, invoiced in advance on a monthly or annual subscription cycle. All Fees are non-refundable except as expressly provided in clause 5.6.

5.2 Payment

All Fees are payable in the currency stated on the invoice and shall be paid without set-off, counterclaim or deduction. The Customer authorises the Company (and its payment processors) to charge the payment method on file for all Fees due, including renewals.

5.3 Taxes

All Fees are exclusive of taxes, duties, levies and charges of any kind imposed by any taxing authority. The Customer is responsible for all such taxes other than taxes imposed on the Company's net income.

5.4 Late payment

Without prejudice to any other remedy, the Company may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) and may suspend the Customer's access to the Platform until all overdue amounts are paid in full.

5.5 Price changes

The Company may change the Fees from time to time. Where a change applies to the Customer's existing subscription, the Company shall give the Customer at least thirty (30) days' written notice. The change will take effect at the start of the next billing cycle following expiry of that notice period.

5.6 No refunds where a Bot is or has been live

All Fees are non-refundable. Without limiting the foregoing, no refund, credit or pro-rata adjustment of any kind will be issued in respect of any Bot that is live, or that has been live at any point during the relevant billing period, regardless of the reason for any subsequent suspension, pause, deactivation, downgrade, termination or cancellation (including suspension or termination by the Customer for convenience, by the Company under clauses 12.1 or 12.2, or in connection with a change of Fees under clause 5.5). For the avoidance of doubt, a Bot is treated as having been live for a billing period if, at any time during that period, the Bot was deployed by the Customer in any state in which it was capable of placing orders on any Exchange (including connected to an Exchange via API Credentials and active, paused with credentials in place, or otherwise loaded into the Customer's live environment). Where the Company terminates the Agreement for convenience under clause 12.3, the Company will refund pre-paid Fees only in respect of any Bot that was never live at any point during the period for which the refund is sought.

5.7 Acknowledgement

The Customer acknowledges that the Fees, including the annual-subscription discount, are priced on the basis of the no-refund regime in clause 5.6 and that, without that regime, the Company would not have offered the Fees at the rates stated.

6. Acceptable use

The Customer's use of the Platform is at all times governed by the Acceptable Use Policy published at vyper.bot/use-policy, which forms part of the Agreement. The Customer acknowledges that breach of the Acceptable Use Policy constitutes a material breach of the Agreement and may result in the Company suspending or terminating access immediately and without prior notice, in addition to any other remedy available to the Company at law or under the Agreement.

Without limiting the Acceptable Use Policy, the Customer shall not use the Platform: (a) for any unlawful purpose; (b) to violate the terms or rules of any Exchange or other third party; (c) to engage in market manipulation, wash trading, spoofing, layering or any form of market abuse; (d) to evade sanctions or any anti-money-laundering or counter-terrorist-financing control; or (e) to gain unauthorised access to any system, account or data.

7. Customer data and privacy

7.1 Ownership of data

As between the Company and the Customer, the Customer owns all data the Customer submits to the Platform ("Customer Data"). The Customer grants the Company a worldwide, royalty-free licence to host, process, transmit, display and otherwise use Customer Data solely to provide and improve the Platform and to comply with applicable law.

7.2 Aggregated data

The Company may generate aggregated, anonymised or de-identified data from the operation of the Platform ("Aggregated Data"). Aggregated Data does not identify the Customer and is owned by the Company. The Company may use Aggregated Data for any lawful purpose, including benchmarking, analytics, security, and product development.

7.3 Privacy

The Company's processing of personal data is described in the Privacy Policy published at vyper.bot/privacy, which forms part of the Agreement.

7.4 Security

The Company will maintain reasonable and appropriate technical and organisational measures designed to protect the Platform and Customer Data against unauthorised access, loss or alteration. The Customer acknowledges that no system is perfectly secure and that the Company does not warrant that the Platform will be free from intrusion or compromise.

7.5 Processing of personal data and API Credentials

To the extent the Company processes personal data on the Customer's behalf in providing the Platform, it does so only on the Customer's documented instructions and as described in the Privacy Policy, and it will: (a) impose obligations of confidentiality on personnel authorised to process such data; (b) implement appropriate technical and organisational security measures, including encryption of API Credentials; (c) engage sub-processors (including cloud, infrastructure and payment processors) only under terms consistent with this clause and remain responsible for their performance; and (d) on termination, delete or return Customer Data and revoke or destroy stored API Credentials except where retention is required by law. API Credentials are scoped to read-and-trade only and are never used by the Company to withdraw or transfer the Customer's assets. The parties will enter into a separate data-processing agreement where required by applicable law.

7.6 Security-incident notification

If the Company becomes aware of a confirmed personal-data breach or security incident affecting the Customer's personal data or API Credentials held by the Company, the Company will notify the Customer without undue delay, provide such information as is reasonably available about the incident and the measures taken, and act in accordance with applicable law. This clause does not make the Company responsible for incidents arising from the Customer's own credentials, configuration, or any Exchange or other third party.

8. Warranties and disclaimers

8.1 Limited service warranty

The Company warrants that it will provide the Platform with reasonable skill and care. The Customer's sole and exclusive remedy for breach of this warranty is, at the Company's option, re-performance of the affected portion of the Platform or a pro-rata refund of Fees attributable to the affected portion.

8.2 Disclaimer

Except as expressly set out in clause 8.1, the Platform is provided "as is" and "as available". To the maximum extent permitted by law, the Company disclaims all warranties, representations and conditions of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, accuracy, completeness, security, uninterrupted operation, freedom from defects or errors, or that the Platform will achieve any particular result or outcome (including any particular trading outcome).

8.3 No financial outcome warranty

Without limiting clause 8.2, the Company does not warrant or represent that use of the Platform will be profitable, will avoid loss, will achieve any particular spread, depth, uptime, fill rate or volume, will satisfy any market-making, listing or designated-market-maker obligation owed by the Customer to any Exchange or third party, or will comply with the rules of any Exchange. All such matters are the sole responsibility of the Customer.

8.4 Third-party dependencies

The Platform depends on third-party Exchanges, APIs, networks, cloud providers, internet connectivity, and on the integrity of the Customer's own configuration. The Company is not responsible for any failure, latency, downtime, change of behaviour, change of terms, suspension, withdrawal or other event affecting any such third party, or for any consequence of any such event.

8.5 Beta and pre-release features

The Company may make features of the Platform available on a beta, preview, trial, early-access or "coming soon" basis ("Beta Features"). Beta Features are provided "as is" for evaluation only, may be incomplete, unstable or changed or withdrawn at any time, and are excluded from the limited service warranty in clause 8.1 and from any availability, support or service-level commitment. The Customer uses Beta Features at its own risk, and the limitations and exclusions of liability in clause 10 apply to them in full.

9. Risk acknowledgement

The Customer acknowledges and agrees that automated trading on cryptocurrency Exchanges is high-risk and that the Customer may suffer total loss of the assets the Customer commits to such trading. Without limitation, the Customer acknowledges the following risks and accepts them in full.

• Market risk, including extreme price volatility, illiquidity, gapping, and flash-crash events.
• Operational risk, including Exchange outages, order-routing failures, API rate-limits, mis-configured strategies, key compromise and adverse Exchange action.
• Technology risk, including software bugs, latency, network outages, cloud-provider failure and the failure of any third-party dependency.
• Regulatory risk, including changes in law, enforcement action, and the withdrawal or modification of any Exchange's licence to operate.
• Counterparty risk in respect of each Exchange, including default, insolvency, freezing of withdrawals and seizure of assets.

The Customer represents that the Customer has independently evaluated these risks, has the financial sophistication to bear them, and is not relying on any statement made by the Company in deciding to use the Platform. The Customer should not commit assets to the Platform that the Customer cannot afford to lose.

10. Limitation of liability

10.1 Excluded losses

To the maximum extent permitted by law, the Company shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any of the following, however arising and even if the Company has been advised of the possibility of such losses: (a) trading losses, lost profits, lost revenue, lost savings or loss of anticipated economic benefit; (b) loss of business, goodwill, reputation or opportunity; (c) loss, corruption or alteration of data; (d) loss caused by the act, omission, insolvency or default of any Exchange or other third party; (e) loss caused by market movement, slippage, gapping or any other market condition; (f) loss caused by the Customer's own configuration, strategy, API Credential scope or risk management; (g) loss caused by the Customer's failure to monitor the Customer's Bots; or (h) any indirect, special, consequential, exemplary or punitive loss of any kind.

10.2 Liability cap

Subject to clause 10.3, the aggregate liability of the Company and its Affiliates to the Customer arising out of or in connection with the Agreement, in any twelve-month period, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, shall not exceed the lesser of (a) the total Fees actually paid by the Customer to the Company in the three (3) months immediately preceding the event giving rise to the claim, or (b) one thousand United States dollars (US$1,000). The Customer acknowledges that the Fees have been set on the basis of the allocation of risk reflected in this clause.

10.3 Carve-out

Nothing in the Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability to the extent such exclusion or limitation is prohibited by applicable law. To the extent any provision of this clause is held unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Basis of bargain

The Customer acknowledges that the limitations and exclusions in this clause 10 are an essential basis of the bargain between the parties and that, without them, the Company would not have entered into the Agreement on the Fees stated.

11. Customer indemnity

The Customer shall indemnify, defend and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, agents and contractors (each an "Indemnified Party") from and against any and all Losses arising out of or in connection with: (a) any breach by the Customer of the Agreement, including the Acceptable Use Policy; (b) the Customer's trading activity on any Exchange, including any claim that such activity constitutes market manipulation, wash trading, sanctions breach or other unlawful conduct; (c) any claim by any Exchange, regulator or third party arising out of the use of the Customer's API Credentials or the Customer's account on any Exchange; (d) the Customer's violation of any applicable law or the rights of any third party; (e) any inaccuracy in the information the Customer provides to the Company; or (f) any unauthorised access to the Customer's account on the Platform to the extent not caused by the Company's gross negligence or wilful misconduct. The Company shall notify the Customer of any claim subject to this clause without undue delay, but failure to do so shall not relieve the Customer of its obligations except to the extent the Customer is materially prejudiced. The Customer shall not settle any claim in a manner that imposes any obligation or admission on any Indemnified Party without the Indemnified Party's prior written consent.

12. Suspension and termination

12.1 Suspension

The Company may suspend the Customer's access to the Platform, in whole or in part, with or without notice, where the Company reasonably believes that: (a) the Customer is in breach of the Agreement, including the Acceptable Use Policy; (b) the Customer's account is being used in a manner that poses a security, legal, regulatory or reputational risk to the Company or any third party; (c) suspension is required by law or by the order of any competent authority; or (d) the Customer has failed to pay any Fees when due. Suspension does not relieve the Customer of any obligation to pay Fees in respect of the suspended period.

12.2 Termination for cause

Either party may terminate the Agreement immediately on written notice if the other party commits a material breach of the Agreement and (where the breach is capable of remedy) fails to remedy that breach within thirty (30) days of written notice. The Company may terminate the Agreement immediately on written notice if the Customer breaches the Acceptable Use Policy, becomes insolvent, ceases or threatens to cease to carry on business, or undergoes any analogous event in any jurisdiction.

12.3 Termination for convenience

The Customer may terminate the Agreement at any time by cancelling the Customer's subscription in the Platform dashboard, with effect from the end of the then-current billing cycle. No refund of pre-paid Fees will be issued in respect of any Bot that is live, or that has been live at any point during the then-current billing period (see clause 5.6). The Company may terminate the Agreement for convenience on thirty (30) days' written notice, in which case the Company will refund pre-paid Fees only in respect of any Bot that was never live at any point during the period for which the refund is sought.

12.4 Effect of termination

On termination: (a) all rights granted to the Customer under the Agreement immediately cease; (b) the Customer shall promptly cease all use of the Platform and revoke any API Credentials issued to the Platform; (c) any Fees accrued but unpaid become immediately due; and (d) the provisions of clauses 1, 2.1–2.3, 4.3, 4.4, 5, 7.2, 7.5, 7.6, 8, 9, 10, 11, 12.4 and 13–16 shall survive termination.

13. Changes

13.1 Changes to the Platform

The Company may modify, suspend or discontinue any feature of the Platform at any time. The Company will use reasonable efforts to notify the Customer of material changes that adversely affect the Customer's use of the Platform, but is not obliged to do so in respect of changes required by law, security or third-party dependencies.

13.2 Changes to the Terms

The Company may amend these Terms from time to time. The Company will notify the Customer of material changes by email or by in-platform notification at least fourteen (14) days before they take effect, save where a more immediate change is required by law or in response to a material risk to the Platform, in which case the Company will notify the Customer as promptly as is reasonably practicable. Continued use of the Platform after the change takes effect constitutes acceptance of the amended Terms. If the Customer does not accept a change, the Customer's sole remedy is to terminate the Agreement under clause 12.3.

14. Confidentiality

Each party shall treat as confidential all non-public information of the other party that it receives in connection with the Agreement, shall use such information only for the purpose of the Agreement, and shall protect it with at least the same degree of care it uses for its own confidential information (and in no event less than a reasonable standard of care). This obligation does not apply to information that is public other than through breach of this clause, was lawfully in the receiving party's possession before disclosure, is independently developed without use of the disclosing party's confidential information, or is required to be disclosed by law or by the order of any competent authority (and then only to the extent so required).

15. Governing law and dispute resolution

15.1 Governing law

The Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the laws of the Hong Kong Special Administrative Region.

15.2 Arbitration

Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, 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 seat of the arbitration shall be Hong Kong. The number of arbitrators shall be one. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the parties.

15.3 Equitable relief

Notwithstanding clause 15.2, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property, confidential information or to enforce payment of undisputed amounts.

15.4 Class-action waiver

To the maximum extent permitted by law, the parties agree that any dispute shall be brought solely in the party's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

16. General

16.1 Entire agreement

The Agreement is the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, representations and understandings in respect of the same. The Company also publishes Website Terms of Use governing use of the vyper.bot website; those Website Terms of Use are not superseded by the Agreement, but in the event of any conflict between them and the Agreement in respect of the Customer's access to or use of the Platform or the Service, the Agreement prevails.

16.2 No reliance

Each party acknowledges that, in entering into the Agreement, it has not relied on any statement, representation, assurance or warranty that is not set out in the Agreement. Nothing in this clause limits any liability for fraud or fraudulent misrepresentation.

16.3 Assignment

The Customer may not assign, transfer, charge or otherwise deal with the Agreement or any rights under it without the prior written consent of the Company. The Company may assign or novate the Agreement to any Affiliate or to any purchaser of all or substantially all of the Company's business or assets.

16.4 Subcontracting

The Company may subcontract any of its obligations under the Agreement, including to cloud providers, infrastructure providers and other third-party suppliers. The Company remains responsible for the performance of any subcontracted obligations.

16.5 Force majeure

Neither party is liable for any failure or delay in performance (other than payment) caused by any event beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, change of law, internet or telecommunications failure, third-party-provider failure, and the act or default of any Exchange.

16.6 Notices

Notices to the Company shall be sent to legal@vyper.bot. Notices to the Customer shall be sent to the email address associated with the Customer's account or shown by in-platform notification. Notices are deemed delivered when sent, save where the sender is on notice of delivery failure.

16.7 Severability

If any provision of the Agreement is held unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

16.8 No waiver

No failure or delay by a party to exercise any right under the Agreement constitutes a waiver of that right.

16.9 No partnership

Nothing in the Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

16.10 Third parties

A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of the Agreement, save that each Indemnified Party may enforce clause 11 in its own right.

16.11 Language

These Terms are made in English. Any translation is for convenience only and the English version prevails.

16.12 Electronic acceptance and records

The Customer agrees that creating an account, clicking to accept, or otherwise accessing or using the Platform constitutes the Customer's electronic signature and binding acceptance of the Agreement, and that the Agreement is enforceable in electronic form. The Company may maintain electronic records of the Customer's acceptance, including the version of the Terms accepted and the date, time and account by which acceptance was given, and such records shall be admissible as evidence of acceptance. The Company may make prior versions of the Terms available on request.

17. Contact

For questions about these Terms, contact legal@vyper.bot. For general support, contact the support channel provided in your dashboard or support@vyper.bot.