Website Terms of Use

1.1 Parties

These Terms of Use (the "Terms") are entered into by and between you (the "User," "you," or "your") and Cypher Capital (BVI) Limited, a Business Company incorporated under the laws of the British Virgin Islands, together with its subsidiaries and affiliates, including Cypher Investments Limited (Cayman Islands) (collectively, the "Company," "we," "us," or "our").

1.2 Scope

These Terms govern your access to and use of the website located at www.cyphercapital.com and any associated subdomains (collectively, the "Site").

1.3 Distinction of Services

These Terms govern the use of the Site only. The management of assets, subscription to funds, and provision of investment management services are governed by separate, definitive legal agreements (e.g., Confidential Private Placement Memoranda, Limited Partnership Agreements, or Investment Management Agreements). In the event of any conflict between these Terms and such definitive agreements, the definitive agreements shall control.

2.1 Professional Investor Status

The Site and the information contained herein are intended strictly for individuals and entities who qualify as "Professional Investors," "Accredited Investors," "Qualified Purchasers," or "Institutional Investors" (or equivalent terminology) under the laws of their respective jurisdictions. This Site is NOT intended for retail investors.

2.2 Prohibited Jurisdictions ("Excluded Jurisdictions")

You represent and warrant that you are not a resident of, domiciled in, or accessing the Site from:

(a) The United States of America, including its territories, possessions, and any state thereof;

(b) The United Arab Emirates (UAE), unless you qualify as a "Professional Investor" under UAE regulations and are accessing the Site strictly for informational purposes;

(c) Sanctioned Jurisdictions, including but not limited to North Korea, Iran, Syria, Cuba, and the Crimea, Donetsk, and Luhansk regions of Ukraine; or

(d) Any other jurisdiction where the publication or availability of this Site would be prohibited by law or regulation.

2.3 Sanctions Compliance

You represent that you are not: (i) the subject of any economic or trade sanctions administered or enforced by the U.S. Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or Her Majesty's Treasury (UK); or (ii) owned or controlled by any such person.

3.1 Informational Purposes Only

The materials available on the Site, including whitepapers, research reports, strategy descriptions, and performance metrics (the "Content"), are for general informational purposes only. The Site is a passive portal for information regarding the Company's capabilities.

3.2 No Offer or Solicitation

Nothing on this Site constitutes:

(a) An offer to sell or a solicitation of an offer to buy any securities, digital assets, or financial instruments;

(b) An invitation to subscribe to the Cypher Digital Asset Fund or any Cypher Vault; or

(c) A "financial promotion" under UAE Federal Decree-Law No. 6 of 2025 or any other applicable UAE regulation.

3.3 No Fiduciary Relationship

Your use of the Site does not create an investment advisory, fiduciary, or professional relationship between you and the Company. Any investment in Company products may only be made pursuant to a definitive Confidential Private Placement Memorandum (PPM) and Subscription Agreement, and only in jurisdictions where such an offer is lawful.

3.4 UAE Licensing Disclaimer

THE COMPANY IS NOT LICENSED BY THE CENTRAL BANK OF THE UAE (CBUAE), THE SECURITIES AND COMMODITIES AUTHORITY (SCA), OR THE VIRTUAL ASSETS REGULATORY AUTHORITY (VARA). You acknowledge that all investment management services described herein are provided exclusively from the British Virgin Islands and the Cayman Islands.

4.1 Strategy Description vs. Execution Interface

The Site may describe investment strategies involving Decentralised Finance ("DeFi") protocols, referred to as "Vaults." You acknowledge that:

(a) The Site describes the management strategy applied by the Company;

(b) The Site does not function as a direct execution interface, wallet, or decentralised application (dApp); and

(c) You cannot deposit funds or execute trades directly through this public Site.

4.2 Protocol Risk (Third-Party Software)

The strategies managed by the Company utilise third-party, open-source blockchain protocols (e.g., Morpho, Aave, LayerZero) (the "Protocols"). You acknowledge that:

(a) The Company does not own or control the Protocols;

(b) The Company cannot guarantee the security, functionality, or continuity of the Protocols; and

(c) The Company is not responsible for losses resulting from smart contract bugs, exploits, "rug pulls," validator failures, or governance attacks affecting the Protocols.

5.1 Nature of Statements

The Site may contain "forward-looking statements" regarding future events, market trends, or the future financial performance of Company strategies. These statements are often identified by words such as "believe," "expect," "anticipate," "project," "intend," "plan," "estimate," or similar expressions.

5.2 Risks and Uncertainties

Forward-looking statements are subject to various risks and uncertainties. Actual results may differ materially from those contemplated by these statements due to factors including, but not limited to:

(a) Volatility in the digital asset markets;

(b) Changes in global regulatory landscapes;

(c) Technological failures or security breaches; and

(d) General macroeconomic conditions.

The Company undertakes no obligation to update or revise any forward-looking statements.

6.1 Ownership

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by international copyright, trademark, and trade secret laws.

6.2 Trademarks

The names "Cypher Capital," "Cypher Investments," the Cypher logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company.

6.3 Limited License

The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site specifically for your internal, non-commercial, informational use. You may not reproduce, distribute, modify, create derivative works of, publicly display, or republicise any of the material on our Site.

7.1 "As Is" and "As Available"

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

7.2 No Warranties

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

8.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA.

8.2 Cap on Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL CLAIMS RELATING TO THE SITE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR THE AMOUNT YOU PAID THE COMPANY, IF ANY, IN THE LAST 12 MONTHS.

9.1 Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) Your use of the Site;

(b) Your violation of these Terms; or

(c) Your violation of any applicable law or regulation.

10.1 Governing Law

These Terms and any action related thereto will be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of laws provisions.

10.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the BVI International Arbitration Centre (BVI IAC) in accordance with its Arbitration Rules.

(a) The number of arbitrators shall be one.

(b) The place of arbitration shall be Road Town, Tortola, British Virgin Islands.

(c) The language to be used in the arbitral proceedings shall be English.

10.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11.1 Modification

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We may revise and update these Terms from time to time. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.

11.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

11.3 Contact

All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to info@cyphercapital.com.