Terms of Service

These Terms of Service (the "Terms") form a legally binding agreement between you ("Customer", "you", or "your") and Exatoshi AG, a company organized under the laws of Switzerland, with registered office at Riva Paradiso 30, 6900 Paradiso, Switzerland ("Exatoshi", "Company", "we", "us", or "our"). HyperAgent is a brand and software product of Exatoshi AG.

By creating an account, clicking to accept these Terms, accessing the Website, or using the Service in any manner, you agree to these Terms. If you do not agree, do not use the Service. If you accept on behalf of a legal entity, you represent that you have authority to bind that entity; in that case, "you" means the entity.

1. Agreement to Terms

These Terms, together with any order form, subscription plan page, and the policies expressly incorporated by reference (including the Privacy Policy, Risk Disclosure, Cookie Policy, and Data Processing documentation published at hyperagent.ch/legal), constitute the entire agreement between you and Exatoshi regarding the Service and supersede prior oral or written agreements on the same subject, except that a separately executed enterprise agreement will control over these Terms to the extent of conflict.

2. Definitions

• "Account" means the credentials and profile associated with your registration on the Service.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "API Keys" means exchange-issued application programming interface credentials (including trade-only keys) that you connect to the Service.
• "Beta Features" means features labelled alpha, beta, preview, experimental, or similar.
• "Content" means text, data, signals, configurations, logs, documentation, and other materials made available through the Service.
• "Exchange" means a third-party trading venue (including Hyperliquid and any future supported venue).
• "Fees" means subscription, usage, or other amounts payable to Exatoshi for the Service.
• "Service" means the HyperAgent software platform, websites, APIs, agents, dashboards, documentation, and related services provided by Exatoshi.
• "Trading Activity" means any order, position, cancellation, or related action executed or attempted via API Keys or the Exchange.
• "Website" means hyperagent.ch and related domains and applications operated by Exatoshi for the Service.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher) and have full legal capacity to enter into contracts. The Service is not directed to persons under 18. You may not use the Service if you are prohibited under applicable law, including sanctions or restricted-person lists referenced in Section 21.

3.2 Account registration

You must provide accurate, complete, and current registration information and keep it updated. You are responsible for all activity under your Account and for safeguarding credentials. Notify us promptly at legal@hyperagent.ch if you suspect unauthorized access. We may refuse registration, reclaim usernames, or require identity or eligibility verification where reasonably necessary for security, fraud prevention, or legal compliance.

3.3 Organizational accounts

If you use the Service on behalf of an organization, that organization is the Customer and is responsible for users it authorizes. You must ensure authorized users comply with these Terms.

4. Description of the Service

HyperAgent provides software tools that may analyze market data, generate signals, apply configurable risk parameters, and—when you enable them—submit or manage Trading Activity on supported Exchanges using API Keys that you control. Features, strategy modes, and supported venues may change over time. We may introduce, modify, or discontinue features (including Beta Features) with or without notice, provided we do not eliminate paid core functionality during a prepaid term without a reasonable alternative or credit at our discretion.

The Service is provided on a software-as-a-service basis. Except as expressly stated, we do not guarantee uninterrupted availability, any particular uptime, fill rates, latency, or trading performance.

5. Non-Custodial Architecture

HyperAgent is non-custodial. Exatoshi does not take possession of your digital assets, does not operate a wallet on your behalf as a custodian, and does not hold private keys that would enable unilateral withdrawal of your funds. You retain control of your Exchange account and wallet. You must configure API Keys with the minimum permissions required (typically trade-only; never grant withdrawal permissions to keys connected to HyperAgent).

You are solely responsible for: (a) securing wallets, seed phrases, and API Keys; (b) Exchange account settings, margin, and collateral; (c) monitoring positions and balances; and (d) stopping agents or revoking keys at any time. Loss of keys or compromised credentials may result in irreversible loss of assets for which Exatoshi is not responsible.

6. Risk Acknowledgement

By using the Service—especially any live Trading Activity—you expressly acknowledge and accept that:

• Digital-asset and derivatives markets are highly volatile and may operate continuously; prices can move rapidly against you.
• Leverage, perpetual contracts, liquidations, funding rates, and thin order books can amplify losses, including losses exceeding initial margin depending on Exchange rules.
• Automated systems, models, and algorithms can fail, lag, mis-handle edge cases, or behave unexpectedly, especially in novel market regimes or during data outages.
• Past performance, backtests, paper trading, research notes, journals, and marketing materials are not indicative of future results and are not guarantees.
• Exchange outages, API rate limits, network congestion, oracle failures, smart-contract issues, or third-party disruptions may prevent timely entry, exit, or risk controls.
• You alone decide whether to enable trading, set risk parameters, size positions, and continue or stop the agent; Exatoshi does not manage your portfolio as a discretionary asset manager.

Additional risk language appears in our Risk Disclosure, which is incorporated by reference.

7. No Advice; Regulatory Status

Content and outputs of the Service (including signals, scores, regime labels, and automated actions) are for software automation and informational purposes only. They do not constitute investment advice, financial advice, legal or tax advice, an offer or solicitation to buy or sell any instrument, or a recommendation tailored to your circumstances. You should obtain independent professional advice where appropriate.

Exatoshi provides software tools. Unless required by mandatory law and expressly stated in a separate license, Exatoshi is not acting as your broker, dealer, exchange, clearing house, payment institution, bank, portfolio manager, or fiduciary. You are solely responsible for determining whether your use of the Service and of any Exchange complies with laws applicable to you (including licensing, tax, reporting, and consumer rules in your jurisdiction).

8. Trials, Subscriptions and Billing

8.1 Plans and Fees

Paid access is offered under the plans and Fees described on the Website (or a written order). Fees are exclusive of taxes unless stated otherwise. You authorize us and our payment processor to charge your selected payment method for recurring Fees and applicable taxes.

8.2 Free trial

We may offer a free trial (currently up to fifteen (15) days for new Accounts, unless otherwise stated at signup). Trials may require account registration. Unless you cancel or convert according to the plan terms before trial end, access to paid features may be restricted after expiry. Trial terms may be modified for future signups.

8.3 Renewal and cancellation

Subscriptions renew automatically for successive periods unless cancelled before the renewal effective time through the Account billing portal or by contacting support. Cancellation stops future renewals; it does not by itself create a right to a refund for the then-current period except as set out in Section 9 or required by mandatory law.

8.4 Price changes

We may change Fees for subsequent renewal periods by providing reasonable notice (email or in-product). Continued use after the effective date of a price change constitutes acceptance. If you do not agree, cancel before the change takes effect.

8.5 Payment processor

Payments are processed by Stripe or other processors we designate. Their terms and privacy policies apply to payment data they process. We do not store full card numbers on our servers.

9. Refunds and Chargebacks

9.1 First successful charge window

For first-time paid subscribers, Exatoshi may, upon timely written request, refund the first successful subscription charge if the request is received within ten (10) days of that first successful charge, provided the Account is not subject to fraud, abuse, or Acceptable Use violations. This goodwill window applies only to the first paid subscription charge for that Customer and does not apply to subsequent renewal charges.

9.2 No refund of trading losses

Under no circumstances does Exatoshi refund, reimburse, or compensate trading losses, missed gains, liquidation events, funding payments, exchange fees, slippage, or other market outcomes. Funds on the Exchange remain under your control; software Fees are separate from market results. Extending a trial or providing account credits, if any, is discretionary and is not an admission of liability.

9.3 After the first-charge window

Except for Section 9.1, mandatory consumer rights that cannot be waived under applicable law, or a written commitment from Exatoshi, Fees are non-refundable. Chargebacks or payment disputes initiated without first contacting us may result in Account suspension pending investigation.

9.4 How to request

Refund requests under Section 9.1 must be sent to legal@hyperagent.ch or support@hyperagent.ch with the Account email, approximate charge date, and Stripe receipt or invoice number where available.

10. Acceptable Use

You shall not, and shall not permit others to:

• Use the Service for any unlawful purpose, market manipulation, fraud, sanctions evasion, or money laundering.
• Attempt to gain unauthorized access to systems, other accounts, or non-public data; probe or load-test without written permission; or introduce malware.
• Reverse engineer, decompile, or create derivative works of the Service except to the limited extent mandatory law allows and only after written notice where required.
• Resell, sublicense, or provide the Service to third parties as a managed service without a written partner or enterprise agreement.
• Circumvent usage limits, risk controls, or billing mechanisms; or use the Service with API Keys you are not authorized to use.
• Misrepresent affiliation with Exatoshi or use our marks without permission.

11. Your Obligations

You agree to:

• Configure risk parameters appropriate to your capital, experience, and risk tolerance, and monitor live agents regularly.
• Maintain secure systems, unique passwords, and, where available, multi-factor authentication.
• Ensure API Keys are trade-scoped and rotated upon personnel changes or suspected compromise.
• Comply with Exchange terms, applicable laws, and tax obligations arising from Trading Activity.
• Provide cooperation reasonably required for support, security incidents, or legal process.

12. Intellectual Property

Exatoshi and its licensors own all right, title, and interest in the Service, including software, models, documentation, trademarks (including HyperAgent), and feedback you provide (which you grant us a perpetual, irrevocable, royalty-free license to use without restriction). Subject to these Terms and timely payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business or personal purposes during the subscription term.

You retain ownership of your Account data and configuration. You grant Exatoshi a worldwide license to host, process, transmit, and display that data solely to provide and improve the Service, ensure security, and comply with law, as further described in the Privacy Policy.

13. Third-Party Services

The Service depends on third parties, including Exchanges, cloud infrastructure, payment processors, analytics, and communications providers. Third-party services are governed by their own terms. Exatoshi is not responsible for third-party acts, omissions, insolvency, security incidents, or rule changes, including Exchange listing, margin, or API modifications. Your relationship with any Exchange is solely between you and that Exchange.

14. Privacy and Data Processing

Personal data is processed as described in our Privacy Policy and, where applicable, Data Processing documentation. Subprocessors are listed at /legal/subprocessors. By using the Service you acknowledge those disclosures.

15. Confidentiality

Each party may receive non-public information from the other that is marked confidential or would reasonably be understood as confidential ("Confidential Information"). The receiving party will use it only to perform under these Terms and will protect it with reasonable care. Exceptions: information that is public through no fault of the receiver, independently developed, rightfully received from a third party without duty, or required to be disclosed by law (with prior notice where legally permitted).

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY TRADING OUTCOME, PROFIT, OR LOSS LIMITATION WILL BE ACHIEVED.

Beta Features are provided without support obligations and may be discontinued at any time. Some jurisdictions do not allow certain disclaimers; in those cases, disclaimers apply to the fullest extent permitted.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXATOSHI AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, OR ANY TRADING LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXATOSHI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO EXATOSHI FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED SWISS FRANCS (CHF 100).

The limitations in this Section allocate risk between the parties and are a fundamental basis of the bargain. They apply even if any limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits liability that cannot be excluded under mandatory Swiss law (including liability for unlawful intent or gross negligence where such exclusion is prohibited).

18. Indemnification

You will defend, indemnify, and hold harmless Exatoshi and its Affiliates and personnel from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Trading Activity or Exchange relationship; (b) your breach of these Terms or applicable law; (c) your API Keys, wallets, or credentials; (d) content or instructions you provide; or (e) disputes between you and any third party relating to trades or funds. We may assume exclusive defense of any matter subject to indemnification; you will cooperate reasonably.

19. Suspension and Termination

You may stop using the Service and cancel a subscription as described in Section 8. We may suspend or terminate access immediately if we reasonably believe: (a) you breached these Terms; (b) your use creates security, legal, or operational risk; (c) required by law or Exchange; or (d) Fees are overdue. Upon termination, your license ends; Sections that by nature should survive (including 5–7, 9, 12–18, 20–24) survive. We may retain data as required by law or legitimate business needs as described in the Privacy Policy. Stopping the software does not automatically close open Exchange positions—you remain responsible for positions on the Exchange.

20. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including acts of God, war, terrorism, civil unrest, embargoes, government action, epidemic, utility or internet failures, Exchange or cloud-provider outages, or denial-of-service attacks. This Section does not excuse payment obligations for services already rendered.

21. Sanctions and Export Controls

You represent that you are not located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction, and are not a denied or restricted party under Swiss, EU, UK, or U.S. sanctions or export laws. You will not use the Service in violation of export control or sanctions laws. We may block or terminate Accounts to comply with such laws.

22. Changes to these Terms

We may update these Terms from time to time. The "Effective date" and version above will change when we do. For material adverse changes to paid subscribers, we will provide reasonable notice (email or in-product) before the changes take effect, except where changes are required by law or address an imminent security or operational risk. If you do not agree to updated Terms, you must stop using the Service and cancel before the effective date. Continued use after the effective date constitutes acceptance.

23. Governing Law and Disputes

These Terms and any dispute arising out of or relating to them or the Service are governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes is the ordinary courts of the Canton of Ticino, Switzerland, subject to any mandatory consumer venue rights you may have under applicable law. Before filing a claim, the parties will attempt in good faith to resolve the dispute informally within thirty (30) days after written notice.

24. General Provisions

• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect.
• Waiver. Failure to enforce a provision is not a waiver. Waivers must be in writing.
• Assignment. You may not assign these Terms without our prior written consent. We may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation is void.
• Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.
• No third-party beneficiaries. Except as expressly stated for indemnified persons, these Terms do not confer rights on third parties.
• Order of precedence. If these Terms conflict with an incorporated policy, these Terms control for commercial and liability terms; the Privacy Policy controls for personal-data processing descriptions.
• Language. These Terms are in English. Translations, if any, are for convenience only; the English version controls.
• Entire agreement. See Section 1.

25. Notices and Contact

Legal notices to Exatoshi must be sent by email to legal@hyperagent.ch with a copy to the registered office address below (email notice is effective on confirmed receipt during business hours CET/CEST). We may provide notices to you via the email associated with your Account, in-product message, or Website posting.

Document control: Terms of Service v3.0 · Effective 26 July 2026 · © Exatoshi AG. All rights reserved. HyperAgent is a product of Exatoshi AG.