Terms of Service

1. Scope and Acceptance

These Terms of Service (“Terms”) govern your access to and use of the Talis Trade mobile application and associated services (collectively, the “Services”) operated by Simpliphi Ventures Pte. Ltd., a company incorporated in Singapore (“we,” “us,” “operator,” or “Talis Trade”). These Terms incorporate our Privacy Policy by reference.

By downloading, installing, or using the Services, you agree to be bound by these Terms. If you do not agree, you must immediately stop using the Services.

These Terms contain critical provisions including: limitations of liability, disclaimers of warranty, a mandatory arbitration clause, class action waiver, and jury trial waiver. Read them in full before using the Services.

2. Important Terms

These terms include a number of especially important provisions that affect your rights and responsibilities, including the disclaimers in the Disclaimers section, limits on the operator’s legal liability in Limitation of Liability, your agreement to reimburse the operator for problems caused by your misuse of the Services in Indemnification, and an agreement about how to resolve disputes in Governing Law and Disputes.

Using the Services may require that you pay fees to the operator or to other parties, such as network fees on the blockchain to perform a transaction. You acknowledge and agree that the operator has no control over any such transactions, the method of payment, or any actual payments. You must ensure that you have a sufficient balance to complete any transaction before initiating it.

3. Eligibility

To use the Services, you must:

• Be at least 18 years of age
• Have full legal capacity to enter into binding contracts in your jurisdiction
• Not be a resident, national, citizen, or agent of the United States of America
• Not be a resident, national, citizen, or agent of the United Kingdom
• Not be located in, or accessing the Services from, any jurisdiction restricted by the Hyperliquid protocol (which may include, but is not limited to, Ontario (Canada), the United States, Cuba, Iran, Myanmar, North Korea, Syria, and certain Russian-occupied regions of Ukraine), and any other jurisdiction where access is restricted by applicable sanctions or legal requirements
• Not be identified as a Specially Designated National or placed on any applicable sanctions or restricted-party list (including OFAC SDN and other applicable lists)
• Not have been previously suspended or banned from the Services
• Comply with all applicable laws in your jurisdiction of residence

By using the Services, you represent and warrant that you meet all of the above criteria. We reserve the right to verify eligibility and to suspend access if eligibility cannot be confirmed.

4. The Services

4.1 Trading Interface

Talis Trade provides a non-custodial mobile trading interface built on the Hyperliquid decentralized protocol (the “Protocol”), which comprises open-source software deployed in a permissionless manner. The Services enable users to trade the following instrument types:

• Cryptocurrency perpetual futures contracts
• Cryptocurrency spot markets
• Tokenized stocks (synthetic instruments tracking equity prices)
• Tokenized foreign exchange instruments (synthetic FX pairs)
• Tokenized commodities and index instruments

Tokenized stocks, FX, commodities, and index instruments are synthetic products. They are not actual shares, currencies, or physical commodities. They do not confer ownership rights, shareholder rights, dividends, or voting rights in any underlying asset. They are not regulated securities or financial instruments in most jurisdictions. Price tracking may deviate from underlying assets.

Certain functionality may not be available to users in certain jurisdictions. The operator reserves the right to restrict access to any feature or instrument at any time.

4.2 AI-Powered Trading Features

The Services include AI-powered features (“Talis AI”) that use third-party AI infrastructure to interpret natural language instructions and assist in constructing and, for pre-approved strategy types, executing trading orders. You expressly acknowledge and agree that:

• Talis AI can, for pre-approved strategy types, execute orders on your behalf without requiring manual confirmation of each individual order. You assume full responsibility for all orders executed by Talis AI acting within any strategy or parameters you have pre-approved.
• Talis AI does not constitute financial advice, investment recommendations, or any advisory service of any kind.
• AI-generated trade parameters and automated executions may contain errors or misinterpretations of your intent. Always review available order summaries and monitor active strategies closely.
• We make no warranty that Talis AI will accurately interpret your instructions or that any strategy will perform as intended.
• You assume all risk of loss arising from Talis AI’s operation, including losses from erroneous order construction, incorrect parameter interpretation, or automated execution errors.
• Talis AI may be unavailable, degraded, or produce inaccurate outputs at any time without notice.
• Pre-approving a strategy type constitutes your binding instruction to execute orders of that type. You remain solely responsible for monitoring and revoking pre-approvals.

4.3 Wallet Infrastructure

Wallet creation, key management, and authentication are handled by a third-party embedded wallet provider. Under this arrangement:

• Your wallet private keys are generated and secured by our wallet infrastructure provider using industry-standard key management practices. Neither Talis Trade nor Simpliphi Ventures Pte. Ltd. has access to your complete private key at any time.
• Wallet recovery is enabled via your authentication method as managed by our wallet infrastructure provider. Loss of access to your authentication method may result in inability to recover your wallet.
• You may export your private key directly through our wallet infrastructure provider’s website. There is no in-app export function. You are solely responsible for the secure storage of any exported private key.
• Our wallet infrastructure provider’s services are subject to their own terms of service and privacy policy, which you agree to by using the Services.
• We are not responsible for any loss, unavailability, or compromise of your wallet or keys arising from our wallet infrastructure provider’s services or downtime.

4.4 On-Ramp Services

Fiat-to-crypto and crypto deposit functionality is facilitated by a third-party on-ramp provider. A minimum deposit amount applies and is displayed within the application. All on-ramp transactions are subject to the on-ramp provider’s terms of service. We are not responsible for errors, delays, or losses arising from the on-ramp provider’s services. Funds sent on incorrect networks may be permanently lost.

4.5 Non-Custodial Status

Talis Trade is non-custodial. We do not hold, control, or have access to your digital assets or private keys at any time. Your assets exist on the Hyperliquid blockchain and are controlled through your wallet. We cannot reverse, cancel, or recover transactions once submitted to the blockchain.

4.6 Protocol Relationship

The Services provide a visual interface to the Hyperliquid decentralized protocol, comprising open-source smart contracts. We are not a party to any transaction on the protocol. All transactions occur directly between users via autonomous smart contracts. We exercise no control over the Hyperliquid protocol and accept no liability for protocol performance, outages, exploits, or changes.

All transactions on the Protocol operate in a peer-to-peer manner. The operator is not a party to this peer-to-peer relationship and is not liable for the performance of any obligations thereunder.

5. Beta Program Terms

These additional terms apply to all beta participants, including those accessing the Services via TestFlight or any invite-only distribution:

• Beta software is pre-release and experimental. It may contain bugs, security vulnerabilities, and incomplete features.
• Features, interfaces, fees, and functionality may change or be removed without notice.
• We may collect additional diagnostic and usage data during beta to improve the product. Beta participation constitutes consent to this enhanced collection.
• You agree to report bugs and provide honest feedback when requested.
• Beta access does not guarantee access to the production version of the Services.
• We may terminate any beta participant’s access at any time for any reason without liability.
• Any rewards or program benefits offered during beta are subject to change and may not carry over to the production release.
• You agree not to publicly disclose unreleased features, beta-only content, or internal test information without our prior written consent.

Beta software is provided “as is” without any warranties. Simpliphi Ventures Pte. Ltd. expressly disclaims all liability for losses incurred during beta testing.

6. Acceptable Use

You may not break the law using the Services. For example, this includes breaking any applicable law, rule, or regulation concerning the integrity of trading markets, such as wash trading, spoofing, or any other practice intended to deceive market participants. This also includes money laundering, terrorism financing, proliferation financing, or any other illegal financial activity.

You may not:

• Access the Services from the United States or the United Kingdom or any restricted jurisdiction, including via VPN, proxy, or other circumvention methods
• Exploit any errors, bugs, vulnerabilities, or unintended features of the Services or the Protocol
• Access or attempt to access another user’s account without authorization
• Submit false or misleading identity or KYC information
• Use automated methods to interact with the Services in ways that impose unreasonable load on our infrastructure or bypass rate limits
• Screen scrape or use automated means to collect information from the Services
• Reverse engineer or decompile any part of the Services
• Use a modified or jailbroken device to access the Services
• Falsely imply affiliation with or endorsement by the operator
• Disable, avoid, or circumvent any security or access restrictions of the Services
• Encourage or assist anyone else in violation of these terms

7. Content Standards

You may not engage in conduct or submit content to the Services that is illegal, defamatory, offensive, or otherwise harmful to others. You may not submit content that violates any intellectual property rights, violates anyone’s privacy, or breaches agreements you have with others. You may not submit content containing malicious computer code.

The operator shall have the sole right to determine whether any content standards have been violated and reserves the right to remove content and terminate accounts at its discretion.

8. Your Information

You agree to: provide accurate, current, and complete information when requested; maintain the security of your account credentials; promptly update any information you provide to keep it accurate; and be fully responsible for all use of your account.

9. Know Your Customer

You acknowledge that the operator and its partners may perform Know Your Customer (“KYC”) procedures on the information you provide, as required by internal policies and applicable guidelines or regulations. You consent to such procedures.

The operator may in its sole and absolute discretion decline to accept any person’s request at any time, with no requirement for any reason or explanation.

10. Fees

The Services may charge trading fees and other fees as disclosed within the application. Fees are subject to change. A minimum deposit amount applies and is displayed within the app. Withdrawal fees may apply depending on the method and destination. All fees are non-refundable unless required by applicable law.

11. Referral Program

A referral program is planned for a future release. When launched, referral program terms will be published in-app and on our website. Referral rewards are subject to change and may have eligibility requirements.

12. Your Content

Nothing in these Terms gives the operator any ownership rights in content or intellectual property that you share with the Services. Nothing in these Terms gives you any ownership rights in the operator’s content or intellectual property.

Content you submit to the Services belongs to you. However, by submitting content — including feedback, bug reports, and feature suggestions — you grant us a perpetual, irrevocable, royalty-free license to use such content to provide and improve the Services.

13. Intellectual Property

All intellectual property in the Services — including the Talis Trade brand, interface designs, software, and AI models — is owned by or licensed to Simpliphi Ventures Pte. Ltd. These Terms grant you only a limited, personal, non-transferable right to use the Services as described herein. Nothing in these Terms confers any license to any intellectual property rights except as explicitly stated.

14. Disclaimers

You accept all risk of using the Services and their content. As far as the law allows, the operator provides the Services “as is,” without any warranty whatsoever. The operator expressly disclaims, and you expressly waive, any representations, conditions, or warranties of any kind, including the implied or legal warranties and conditions of merchantability, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, and non-infringement of third-party rights.

You confirm that you accept all risk associated with your personal financial, cryptocurrency, and other digital asset holdings, trading, and transfers. You agree and acknowledge that the operator is not responsible or liable for any loss, harm, or damage of any kind related to or arising from your use of the Services.

You accept all risks involving: (a) failures or inaccuracies in cross-chain bridges, oracles, or liquidity pools; (b) code vulnerabilities, including potential hacks or exploits; (c) significant slippage or other market risks arising from perpetual futures trading; (d) the risks of trading with leverage, which may lead to immediate and significant losses including the liquidation of your positions; (e) errors or inaccuracies in AI-generated trade parameters or automated strategy execution; and (f) potential regulatory or legal issues affecting blockchain transactions or their enforceability.

Trading digital assets, tokenized instruments, perpetual futures, and leveraged products involves substantial risk of loss including the potential loss of your entire investment. Leverage amplifies both gains and losses. The Services do not provide financial, investment, legal, or tax advice. Consult an independent professional before making any investment decision.

These Terms do not impose any fiduciary duties on the operator. The operator owes no fiduciary duties or liabilities to you or any other party based on your use of the Services. To the extent that any such duties or liabilities may exist at law or in equity, you irrevocably waive such duties and liabilities.

The operator and its affiliates do not provide investment advice or a recommendation of securities or investments. The information and services provided through the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws or regulations.

It is your responsibility to determine what, if any, taxes may apply to the transactions you complete under the Services, and it is your responsibility to report and remit the appropriate tax to the relevant taxing authorities.

Digital assets are not legal tender, are not backed by any government, and are not subject to any deposit insurance scheme or protections under banking or securities laws.

15. Limitation of Liability

As far as the law allows, the operator will not be liable to you for any: (1) financial losses; (2) loss of use, data, business, or profits; or (3) indirect, special, consequential, exemplary, punitive, or any other damages arising out of or relating to the Services or these Terms.

Both you and the operator acknowledge that the limitations of liability in this section are material provisions of these Terms, and that absent those limitations, one or both of the parties would have declined to enter into these Terms.

Without limiting the foregoing, the operator shall not be liable for losses arising from: the operation or failure of the Hyperliquid protocol or underlying smart contracts; the performance or failure of any third-party wallet infrastructure, on-ramp provider, or AI infrastructure provider; errors in AI-generated trade parameters or automated strategy execution; your failure to secure your account credentials or authentication method; or the immutability of blockchain transactions.

Except as expressly stated otherwise: the cumulative total liability of the operator for any and all claims under these Terms shall not exceed the lesser of (A) one thousand US Dollars ($1,000.00 USD) or (B) the amount paid by you to the operator as fees for use of the Services, whichever is smaller.

Both you and the operator acknowledge that some jurisdictions may not permit limitation or exclusion of remedies under some circumstances, in which case some or all of the limitations of liability stated in this section might not apply.

16. Indemnification

You agree to reimburse the operator for all costs of legal claims by others related to your breach of these Terms, or breach of these Terms by others using your account, or arising out of your use of the Services. You agree to allow the operator to take over investigation, defense, and settlement of legal claims you would have to reimburse the operator for, and to cooperate with those efforts.

17. Enforcement

The operator may investigate and prosecute violations of these Terms to the fullest legal extent. The operator may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these Terms.

The operator reserves the right to change, redact, and delete content on the Services for any reason. The operator may, at any time and in its sole discretion, refuse any transaction, impose limits, or impose any other conditions or restrictions upon your use of the Services, without prior notice.

18. Third-Party Services

The Services do not include outside websites or platforms which may be linked or interconnected to the Services. Such outside platforms may have their own terms of service, which control for all transactions on such platforms. These outside platforms may include, but are not limited to:

• The Hyperliquid protocol interface at app.hyperliquid.xyz
• Our third-party wallet infrastructure provider
• Our third-party on-ramp provider (fun.xyz)
• Third-party AI infrastructure providers
• Third-party analytics and monitoring providers

The operator is not responsible for any transactions on, or the performance or data practices of, other platforms and disclaims all liability for such transactions and services.

19. Governing Law and Disputes

19.1 Governing Law

The law of Singapore will govern these Terms and all legal proceedings related to these Terms or your use of the Services.

19.2 Mandatory Arbitration

We both agree that all disputes related to the Services under these Terms, including whether such disputes are arbitrable, will be heard by arbitration. The arbitration will be in English, heard by one arbitrator, and conducted by the Singapore International Arbitration Centre (SIAC) under its rules then in force. The seat of arbitration will be Singapore. The arbitrator’s judgment will be final and enforceable in any court of competent jurisdiction.

We both agree to maintain the confidential nature of any arbitration proceeding and any award, except as may be necessary to prepare for or conduct any arbitration hearing on the merits.

19.3 Class Action Waiver

Both sides waive their rights to bring any legal claims related to these Terms as part of a class action, collective action, or other representative proceeding. All claims must be brought on an individual basis only.

19.4 Jury Trial Waiver

Both sides waive their rights to trial by jury for any dispute arising from these Terms or the Services.

19.5 Exception

As a limited exception, both sides retain the right to seek injunctive or other equitable relief from a court to prevent or enjoin the infringement or misappropriation of intellectual property rights.

19.6 Jurisdiction

If, for any reason, a dispute is heard in a court of law, both sides agree to bring any proceedings only in courts of competent jurisdiction in Singapore, and neither you nor the operator will object to jurisdiction, forum, or venue in those courts.

20. Termination

Either you or the operator may end this agreement at any time. When this agreement ends, your permission to use the Services also ends. If you violate any provision of this agreement, it will automatically terminate and you must cease all use of the Services.

The operator may suspend or terminate your access at any time for any reason including breach of these Terms, suspicious activity, regulatory requirements, or product discontinuation. The operator shall not be liable for any losses resulting from such termination.

Any provisions of this agreement that by their nature should survive termination will survive termination.

21. General Terms

Severability: If a section of these Terms is unenforceable as written, it should be changed to the minimum extent necessary to make it enforceable; otherwise that section should be removed, and the others enforced as written.

Entire Agreement: These Terms, together with the Privacy Policy, are all the terms of agreement between you and the operator about use of the Services and entirely replace any other agreements about your use of the Services.

Assignment: You may not assign this agreement. The operator may assign this agreement to any affiliate, or any company that obtains control of or buys assets of the operator related to the Services.

Waiver: Neither the exercise of any right under this agreement, nor waiver of any breach, waives any other breach of this agreement.

Force Majeure: The operator is not liable for delays or failures caused by events outside its reasonable control, including blockchain network failures, regulatory actions, or third-party service outages.

Updates: The operator may update these Terms at any time. Updates will be posted within the Services. Continued use of the Services constitutes acceptance of updated Terms.

22. Contact

You may notify the operator and send questions at:

support@simpliphiventures.com

Simpliphi Ventures Pte. Ltd., Singapore