Terms of Service

1. Agreement to Terms

These Terms of Service (the "Terms") govern your access to and use of PIPO.vc, including the website, waitlist, account features, onboarding workflows, communications, data rooms, content, tools, interfaces, and related services made available through or in connection with PIPO.vc (collectively, the "Platform").

The Platform is operated by HSA Global Investments LLC d/b/a PIPO ("PIPO", "we", "us", or "our"), unless a specific page, disclosure, transaction document, offering document, or other written agreement identifies another entity as the relevant issuer, platform operator, service provider, custodian, transfer agent, administrator, counterparty, or other responsible party.

By accessing or using the Platform, creating an account, joining a waitlist, submitting information, connecting a wallet, viewing non-public materials, or participating in any Platform workflow, you agree to these Terms. If you do not agree to these Terms, you must not access or use the Platform.

2. Company Information

HSA Global Investments LLC
d/b/a PIPO
8 The Green, Suite 12935
Dover, Delaware, 19901
U.S.A.

Contact: [email protected]

3. Current Platform Status

The Platform is currently intended to provide website access, informational materials, account-related functionality, waitlist access, onboarding workflows, compliance workflows, communications, and related administrative tools.

PIPO does not currently operate, provide, or guarantee any secondary market, OTC desk, order book, exchange, trading venue, resale facility, matching engine, or liquidity facility.

PIPO does not currently provide conversion, exercise, redemption, share-delivery, cash-settlement, or exit-event workflows.

As of the Last updated date above, PIPO is not conducting offerings through the public Platform. References in these Terms to offerings, transactions, Deal Documents, Digital Instruments, settlement, transfer restrictions, conversion, exercise, redemption, exit events, or similar concepts are included for future, potential, conditional, or deal-specific use. They do not mean that any such feature, opportunity, transaction, or workflow is currently available.

Any future feature or opportunity will be available only if expressly enabled by PIPO and only subject to applicable laws, eligibility requirements, compliance checks, jurisdictional restrictions, operational readiness, third-party service availability, and any applicable written documents.

4. Scope of These Terms

These Terms apply to your use of the Platform. They do not replace or modify any separate investment, subscription, warrant, note, token, issuer, custody, transfer agent, disclosure, or transaction-specific documents that may apply to a particular opportunity or instrument.

Specific opportunities, if made available, may be governed by separate documents, including offering materials, subscription agreements, warrant agreements, operating agreements, token terms, transfer restrictions, risk disclosures, investor questionnaires, side letters, data room materials, compliance notices, and other deal-level documents (collectively, "Deal Documents").

If these Terms conflict with applicable Deal Documents, the Deal Documents control with respect to the relevant opportunity, instrument, transaction, transfer, conversion, exercise, redemption, or other deal-specific matter.

5. Platform Purpose

PIPO.vc may provide information, access workflows, compliance tools, account features, communications, data room materials, and operational infrastructure related to private market exposure, pre-IPO opportunities, digital notes, tokenized warrants, security tokens, equity-linked instruments, or other investment-related instruments (collectively, "Digital Instruments"), if and when such instruments are made available.

The Platform may support different features at different times, including website access, waitlist access, educational content, onboarding, identity verification, investor qualification, wallet whitelisting, account communications, primary access workflows, document review workflows, payment instructions, transfer restriction controls, and related administrative services.

Potential future features may include additional transaction workflows, resale or transfer-related workflows, settlement tools, conversion-related workflows, redemption-related workflows, or other investment-related functionality. Such future features are not guaranteed and will be available only if expressly enabled by PIPO.

Not all features are available to all users or in all jurisdictions. Availability may depend on legal, regulatory, operational, licensing, compliance, investor qualification, market, issuer, custodian, transfer agent, and third-party service conditions.

6. No Investment, Legal, Tax, or Accounting Advice

Unless expressly stated in signed Deal Documents, PIPO does not provide individualized investment, legal, tax, accounting, financial planning, valuation, or regulatory advice.

Any content, examples, projections, charts, pricing references, market commentary, company descriptions, timelines, token mechanics, valuation models, liquidity explanations, exit explanations, or other materials made available through the Platform are provided for general informational, operational, educational, or administrative purposes only.

You are solely responsible for evaluating whether any opportunity, Digital Instrument, transaction, transfer, sale, purchase, future conversion, future exercise, future redemption, future exit event, or Platform activity is appropriate for your objectives, financial situation, liquidity needs, risk tolerance, legal status, tax position, and jurisdiction.

You should consult your own investment, legal, tax, accounting, financial, and regulatory advisers before making any investment decision.

7. No Offer Except Through Formal Materials

Nothing on the public areas of the Platform constitutes an offer to sell, a solicitation to buy, or a recommendation of any security, Digital Instrument, token, warrant, note, share, fund interest, or other financial instrument.

As of the Last updated date above, PIPO is not conducting offerings through the public Platform. Any future offer or sale of securities or other regulated instruments, if made available, may be made only through applicable Deal Documents and only to eligible persons in jurisdictions where such offer or sale is lawful.

Access to Platform content does not mean that any opportunity is available to you, suitable for you, lawful in your jurisdiction, approved by any regulator, or open for investment.

8. Eligibility and Supported Jurisdictions

You may use the Platform only if you are legally capable of entering into a binding agreement and are not prohibited from using the Platform under applicable laws, regulations, sanctions rules, court orders, contractual restrictions, or jurisdictional limitations.

Participation in any investment, wallet, payment, deal-related, transfer-related, or future conversion, exercise, redemption, or exit-related feature may be limited to users who satisfy all applicable eligibility requirements, including identity verification, KYC/AML checks, sanctions screening, jurisdiction screening, investor qualification, accreditation or sophistication checks, tax documentation, source-of-funds checks, wallet checks, and any additional requirements specified in the Platform or Deal Documents.

The Platform may restrict access to certain jurisdictions. Unless expressly permitted by PIPO and the applicable Deal Documents, residents, citizens, nationals, entities, or persons located in restricted jurisdictions may not access deal, investment, payment, transfer, or future conversion, exercise, redemption, or exit-related features.

Restricted jurisdictions may include, without limitation, the United States, the United Kingdom, the European Union or European Economic Area, sanctioned jurisdictions, and any other jurisdiction where PIPO determines that access is not supported, not lawful, not operationally feasible, or not appropriate.

The final eligibility matrix may be published in the Platform dashboard, onboarding workflow, Deal Documents, compliance notices, or other Platform communications. You must not attempt to bypass geo-blocking, VPN screening, residency checks, wallet whitelisting, investor qualification, or other eligibility controls.

9. User Representations

By accessing or using the Platform, you represent and warrant that:

• you have the legal capacity and authority to agree to these Terms;
• you are using the Platform for yourself or for an entity you are authorized to represent;
• all information you provide is accurate, complete, current, and not misleading;
• you will update your information promptly if it changes;
• you will comply with all applicable laws, regulations, sanctions rules, and Deal Documents;
• you will not use the Platform from a restricted jurisdiction or on behalf of a restricted person;
• you will not use the Platform to evade securities laws, transfer restrictions, sanctions, tax obligations, or compliance controls;
• you understand that private market, pre-IPO, Digital Instrument, and digital asset-related investments may involve significant risk, including possible loss of the entire investment.

10. Account Registration and Security

To access certain Platform features, you may be required to create an account, verify your email address, complete onboarding, provide personal or entity information, submit documentation, connect a wallet, or complete additional compliance steps.

You are responsible for:

• maintaining the confidentiality of your login credentials;
• securing your devices, email accounts, wallets, passwords, recovery phrases, private keys, and authentication methods;
• ensuring that your account information remains accurate and current;
• monitoring your account for unauthorized activity;
• promptly notifying PIPO of any suspected unauthorized access, compromise, fraud, or security incident.

You may not sell, transfer, assign, share, or allow another person to use your account without our prior written consent.

PIPO is not responsible for losses arising from unauthorized account access, compromised credentials, lost private keys, lost recovery phrases, malware, phishing, social engineering, user error, or failure to follow security practices.

11. Compliance, Verification, and Screening

We may request information or documentation to verify your identity, authority, address, jurisdiction, tax status, investor status, beneficial ownership, source of funds, source of wealth, wallet ownership, or eligibility to use specific Platform features.

We may use third-party service providers to support identity verification, KYC/AML screening, sanctions screening, fraud prevention, wallet screening, payment processing, analytics, custody, transfer agency, compliance, and other operational functions.

We may decline, delay, restrict, suspend, or terminate access to the Platform or any transaction if:

• required information is not provided;
• information appears inaccurate, incomplete, outdated, inconsistent, or misleading;
• verification cannot be completed;
• you fail to satisfy jurisdictional, investor, tax, wallet, or compliance requirements;
• your activity raises legal, regulatory, sanctions, AML, fraud, security, market integrity, reputational, or operational concerns;
• we are required or requested to do so by a regulator, court, service provider, issuer, custodian, transfer agent, banking partner, payment processor, or other authority.

12. Digital Instruments and No Direct Share Ownership

Digital Instruments available through or described on the Platform, if any, may represent contractual, economic, warrant, note, token, equity-linked, contingent, or other rights defined by the applicable Deal Documents.

Unless expressly stated in the applicable Deal Documents and legally completed through the required process, purchasing, holding, or participating in a Digital Instrument does not necessarily mean that you directly own shares of the underlying company.

A Digital Instrument may not provide voting rights, dividend rights, inspection rights, direct legal ownership, shareholder status, or other rights associated with direct share ownership unless such rights are expressly provided in the applicable Deal Documents and are legally effective.

Any rights attached to a Digital Instrument are limited to the rights expressly set out in the applicable Deal Documents and may be subject to conditions, restrictions, deadlines, holding periods, whitelisting, transfer agent requirements, brokerage account requirements, issuer approvals, market conditions, regulatory requirements, and jurisdictional limitations.

13. Deal Documents and Transaction Terms

Before participating in any opportunity, you must carefully review all applicable Deal Documents and risk disclosures.

Deal Documents may specify, among other things:

• the issuer, SPV, sponsor, administrator, or other relevant parties;
• the instrument type;
• purchase price, premium, strike price, conversion price, reference price, or other economics;
• payment methods;
• transfer restrictions;
• resale limitations;
• holding periods;
• KYC/AML and investor qualification requirements;
• jurisdictional restrictions;
• wallet whitelisting requirements;
• limitations on resale or transfer;
• future exercise, conversion, redemption, expiry, settlement, or exit mechanics, if applicable;
• fees, expenses, and taxes;
• custody or transfer agent arrangements;
• governing law and dispute procedures;
• risks specific to the instrument, issuer, company, structure, or market.

You are responsible for understanding the Deal Documents before committing capital or participating in any transaction.

14. No Current Secondary Market or Trading Functionality

PIPO does not currently operate, provide, facilitate, or guarantee any secondary market, OTC desk, order book, matching engine, exchange, trading venue, resale facility, market-making service, or liquidity facility.

You should not assume that any Digital Instrument or other investment-related interest can be sold, transferred, exchanged, redeemed, or otherwise monetized after purchase.

Any future resale, transfer, OTC, order book, secondary market, market data, exchange, or liquidity-related functionality will be available only if expressly enabled by PIPO and only subject to applicable laws, eligibility requirements, compliance approval, jurisdictional limitations, issuer restrictions, transfer restrictions, third-party venue rules, operational conditions, and Deal Documents.

Liquidity is not guaranteed. You may be required to hold a Digital Instrument or other investment-related interest for an extended period, indefinitely, until expiry, or until another event described in the applicable Deal Documents.

PIPO does not guarantee any price, spread, execution, fill, exit, valuation, market depth, buyer demand, trading volume, resale opportunity, or liquidity event.

15. No Current Conversion, Exercise, Redemption, or Exit Workflow

PIPO does not currently provide conversion, exercise, redemption, share-delivery, cash-settlement, cashless-exercise, monetary-redemption, or exit-event workflows.

A Digital Instrument may include conversion, exercise, redemption, settlement, expiry, or exit mechanics only if specified in the applicable Deal Documents. References to such mechanics in these Terms are conditional and do not mean that those mechanics are currently available.

Any future conversion, exercise, redemption, delivery of shares, cash settlement, cashless exercise, monetary redemption, or other exit process may depend on conditions such as:

• the occurrence of an IPO, M&A transaction, listing, qualifying event, transfer agent onboarding, issuer approval, or other defined event;
• your eligibility and jurisdiction;
• completion of KYC/AML, tax, investor, and wallet checks;
• availability of a supported brokerage account, transfer agent, custodian, payment rail, or settlement mechanism;
• compliance with securities laws, transfer restrictions, sanctions rules, platform rules, and Deal Documents;
• applicable deadlines, windows, notices, lock-ups, fees, and documentation;
• market, issuer, operational, regulatory, or third-party service conditions.

Conversion, exercise, redemption, settlement, share delivery, or exit is not automatic unless expressly stated in the applicable Deal Documents. You are responsible for following any required process and meeting all applicable deadlines and conditions.

Unexercised, unredeemed, unconverted, unsettled, or expired instruments may become worthless or be subject to other consequences described in the Deal Documents.

16. Transfer Restrictions and Wallet Controls

Digital Instruments may be subject to transfer restrictions, resale restrictions, lock-ups, holding periods, whitelisting, smart contract controls, transfer agent controls, venue restrictions, or other compliance mechanisms.

You may not attempt to transfer, sell, pledge, encumber, route, wrap, bridge, tokenize, re-tokenize, lend, borrow, or otherwise dispose of a Digital Instrument except as expressly permitted by the Platform and applicable Deal Documents.

Wallets, accounts, addresses, counterparties, recipients, custodians, transfer agents, or other service providers may be required to pass verification before receiving, holding, transferring, settling, exercising, converting, or redeeming Digital Instruments, if such functionality is available.

Transfers may be blocked, reversed where technically possible, delayed, cancelled, frozen, rejected, or reported if they violate applicable law, Deal Documents, compliance requirements, platform rules, smart contract restrictions, or service provider rules.

17. Payments, Stablecoins, and Settlement

The Platform or Deal Documents may support payment or settlement methods such as fiat wire, bank transfer, USDC, USDT, or other digital asset payment methods. Supported methods may change at any time.

You are responsible for all payment details, wallet addresses, network selection, gas fees, bank charges, currency conversion costs, third-party fees, taxes, and settlement instructions.

Digital asset payments involve additional risks, including blockchain congestion, transaction finality, irreversible transfers, wallet errors, network failures, smart contract errors, stablecoin de-pegging, issuer failure, exchange failure, custody failure, sanctions screening, and regulatory restrictions.

PIPO is not responsible for losses caused by incorrect payment instructions, incorrect wallet addresses, unsupported networks, failed transfers, delayed confirmations, stablecoin issuer issues, third-party payment processors, banks, exchanges, custodians, or blockchain network events.

18. Investment Risk Disclosure

Private market, pre-IPO, tokenized, equity-linked, warrant, note, security token, and digital asset-related investments involve significant risk. You should be able to bear the economic risk of your participation, including loss of the entire amount invested.

Risks may include, without limitation:

• loss of part or all invested capital;
• no guaranteed return, yield, dividend, distribution, liquidity, exit, IPO, M&A event, listing, redemption, conversion, settlement, or share delivery;
• illiquidity and inability to sell or transfer;
• uncertain, model-based, or subjective valuations;
• limited financial, operating, governance, or market information;
• limited operating history of issuers, SPVs, or underlying companies;
• delays, cancellations, failures, or changes in IPO, M&A, listing, transfer agent, settlement, redemption, conversion, or exit events, if applicable;
• dilution, restructuring, insolvency, bankruptcy, fraud, mismanagement, or business failure;
• market volatility and changes in investor sentiment;
• regulatory, licensing, tax, accounting, sanctions, and legal changes;
• transfer restrictions, holding periods, lock-ups, blackouts, or resale limitations;
• conflicts of interest among issuers, sponsors, platforms, custodians, advisers, service providers, or affiliates;
• smart contract bugs, blockchain failures, oracle errors, wallet compromises, cyberattacks, or loss of access;
• stablecoin, exchange, banking, custody, transfer agent, or settlement failures;
• inability to transfer, exercise, convert, redeem, settle, or receive shares due to jurisdiction, eligibility, documentation, brokerage account, transfer agent, or regulatory issues, if such functionality becomes applicable.

Past performance, examples, hypothetical returns, valuation paths, projections, target prices, timelines, model outputs, market references, or illustrative scenarios do not guarantee future results.

You should not invest money that you cannot afford to lose.

19. Forward-Looking and Illustrative Information

Platform content may include forward-looking statements, estimates, projections, forecasts, expected timelines, model outputs, hypothetical examples, pricing illustrations, return examples, market-size references, liquidity assumptions, future feature descriptions, or other forward-looking information.

Forward-looking and illustrative information is inherently uncertain and may prove inaccurate. Actual outcomes may differ materially due to business, market, legal, regulatory, technical, operational, macroeconomic, financing, issuer-specific, or other factors.

You should not rely on forward-looking or illustrative information as a promise, guarantee, forecast, or assurance of future performance, feature availability, regulatory approval, liquidity, conversion, redemption, settlement, or exit.

20. Proof of Reserves, Custody, and Supporting Information

The Platform may display or reference proof-of-reserves information, custody confirmations, asset-backing information, audits, attestations, wallet information, smart contract data, transaction history, or other supporting materials.

Such information may be provided by issuers, custodians, administrators, auditors, transfer agents, blockchain networks, analytics providers, or other third parties. Unless expressly stated in the applicable Deal Documents, PIPO does not guarantee that any proof-of-reserves, custody, audit, or supporting information is complete, current, error-free, sufficient, or independently verified for your purposes.

Proof of reserves or asset-backing information does not guarantee liquidity, redemption, conversion, valuation, share delivery, solvency, legal enforceability, regulatory approval, or investment return.

21. Platform Content

Platform content may include descriptions of companies, markets, opportunities, instruments, legal structures, pricing mechanics, risk factors, timelines, potential future workflows, FAQs, blog posts, educational materials, data room materials, or third-party information.

Although PIPO may seek to provide useful information, Platform content may be incomplete, delayed, inaccurate, outdated, or subject to change.

PIPO does not guarantee the accuracy, completeness, timeliness, availability, or suitability of any Platform content. You should independently verify important information and rely only on final Deal Documents when making investment decisions.

22. User Conduct Rules

You agree to use the Platform lawfully, honestly, and in good faith.

You may not, directly or indirectly:

• use the Platform in violation of any law, regulation, sanctions program, court order, contract, third-party right, or Deal Document;
• misrepresent your identity, location, residency, citizenship, beneficial ownership, investor status, authority, source of funds, source of wealth, tax status, or wallet ownership;
• submit false, incomplete, misleading, or fraudulent information;
• bypass or attempt to bypass geo-blocking, VPN screening, KYC/AML checks, wallet screening, whitelisting, investor qualification, transfer restrictions, or other controls;
• use the Platform for money laundering, terrorist financing, sanctions evasion, fraud, market manipulation, wash trading, spoofing, layering, front-running, insider trading, abusive trading, or other unlawful conduct, whether or not trading functionality is currently available;
• access non-public areas, accounts, systems, data, wallets, smart contracts, or infrastructure without authorization;
• interfere with, disrupt, overload, scan, probe, reverse engineer, or compromise the Platform or related systems;
• use bots, scrapers, crawlers, scripts, automated tools, or similar technologies without our prior written permission;
• copy, reproduce, distribute, resell, exploit, or commercialize Platform content except as expressly permitted;
• upload or transmit malware, viruses, harmful code, or malicious files;
• impersonate another person or entity;
• harass, threaten, abuse, or harm other users, PIPO personnel, service providers, or third parties.

We may investigate suspected violations and cooperate with regulators, law enforcement, service providers, issuers, custodians, transfer agents, payment processors, or other appropriate parties where permitted or required by law.

23. Fees, Costs, and Taxes

Applicable fees, expenses, charges, payment costs, network fees, gas fees, transfer agent fees, custodian fees, banking fees, FX fees, taxes, or other costs may be disclosed through the Platform, Deal Documents, transaction screens, confirmations, or separate communications.

Future or deal-specific features may involve additional fees, including transaction fees, transfer fees, settlement fees, trading venue fees, redemption fees, conversion fees, or other costs, if applicable and disclosed.

You are responsible for reviewing all fees and costs before participating in any transaction.

You are solely responsible for determining, reporting, withholding, collecting, and paying any taxes, duties, levies, or governmental charges that apply to your use of the Platform or any transaction, holding, transfer, sale, purchase, gain, loss, income, payment, conversion, redemption, or settlement.

PIPO does not provide tax advice and does not guarantee any tax treatment.

24. Third-Party Services

The Platform may link to, integrate with, rely on, or display information from third-party websites, tools, identity verification providers, analytics providers, payment processors, banks, custodians, transfer agents, administrators, wallet providers, blockchain networks, smart contracts, auditors, data providers, communication tools, cloud providers, and other service providers.

Future or deal-specific features may also involve trading venues, exchanges, market data providers, market makers, brokerage providers, or other third-party infrastructure, if applicable.

Third-party services are not controlled by PIPO. PIPO is not responsible for third-party content, availability, accuracy, security, failures, delays, fees, policies, practices, or losses.

Your use of third-party services may be subject to separate terms, privacy policies, fees, and eligibility requirements.

25. Privacy

Your use of the Platform may involve the collection, use, storage, transfer, and processing of personal information. Our handling of personal information is described in our Privacy Policy and any privacy notices provided through the Platform.

By using the Platform, you acknowledge that your information may be processed for purposes such as account creation, waitlist management, identity verification, KYC/AML screening, sanctions screening, fraud prevention, investor qualification, communications, platform operations, analytics, security, legal compliance, and transaction administration.

26. Electronic Communications

You agree that PIPO may communicate with you electronically, including by email, Platform notifications, account messages, dashboard notices, documents, e-signature tools, or other digital means.

Electronic communications may include notices, disclosures, confirmations, risk disclosures, compliance requests, tax requests, updates, policy changes, and other Platform-related information.

You are responsible for maintaining a valid email address and reviewing communications sent to you.

27. Intellectual Property

The Platform, including the PIPO name, logo, branding, design, software, code, interface, text, graphics, workflows, documentation, content, and other materials, is owned by or licensed to PIPO and is protected by intellectual property laws.

Subject to these Terms, PIPO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for your personal or internal business purposes.

You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, create derivative works from, scrape, frame, mirror, or otherwise exploit any part of the Platform except as expressly permitted by PIPO in writing.

28. Confidentiality and Data Room Materials

Certain Platform content or Deal Documents may be confidential or restricted. You agree not to disclose, distribute, publish, reproduce, forward, or use confidential or non-public materials except for your own evaluation of the relevant opportunity and only as permitted by the Platform and Deal Documents.

You must not use non-public information obtained through the Platform for unlawful trading, market manipulation, insider trading, competitive purposes, or any purpose not authorized by PIPO.

29. Platform Changes and Availability

PIPO may modify, update, suspend, restrict, discontinue, or remove any part of the Platform at any time, including features, content, workflows, eligibility rules, compliance controls, account access, supported jurisdictions, payment methods, transfer-related functionality, future transaction functionality, future conversion or redemption workflows, or operational processes.

The Platform may be unavailable from time to time due to maintenance, updates, technical issues, cybersecurity events, third-party service interruptions, regulatory requirements, market conditions, or circumstances beyond our control.

PIPO does not guarantee that the Platform will be uninterrupted, error-free, secure, timely, or available at all times.

30. Suspension and Termination

PIPO may suspend, restrict, freeze, block, or terminate your access to the Platform, any account, any feature, or any transaction at any time if PIPO determines that:

• you violated these Terms or any Deal Document;
• your activity creates legal, regulatory, sanctions, AML, fraud, security, market integrity, reputational, or operational risk;
• required verification, onboarding, or documentation cannot be completed;
• your information is inaccurate, incomplete, outdated, inconsistent, or misleading;
• your account, wallet, email, device, or credentials may be compromised;
• your jurisdiction, investor status, tax status, wallet, or counterparty is not supported;
• a regulator, court, law enforcement agency, issuer, custodian, transfer agent, bank, payment processor, service provider, or other authority requires or requests action;
• continued access is no longer appropriate for Platform, business, compliance, or risk-management reasons.

You may stop using the Platform at any time. Certain obligations survive termination, including obligations relating to fees, taxes, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, compliance, and any rights or obligations under Deal Documents.

31. Disclaimers

The Platform is provided on an "as is" and "as available" basis.

To the fullest extent permitted by applicable law, PIPO disclaims all warranties, express or implied, including warranties of accuracy, completeness, reliability, merchantability, fitness for a particular purpose, title, non-infringement, availability, security, uninterrupted operation, error-free operation, and suitability for any investment or transaction.

PIPO does not guarantee:

• any investment result;
• any return of capital;
• any profit, yield, dividend, distribution, valuation, or price;
• any IPO, M&A event, listing, liquidity event, secondary market, buyer demand, or exit opportunity;
• any conversion, exercise, redemption, settlement, or share delivery;
• any regulatory, legal, accounting, or tax outcome;
• any availability of opportunities, offerings, investment features, transfer features, trading features, wallets, payment methods, custodians, transfer agents, or third-party services;
• any uninterrupted or secure access to the Platform.

32. Limitation of Liability

To the fullest extent permitted by applicable law, PIPO and its owners, officers, directors, managers, employees, contractors, affiliates, representatives, licensors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, investment losses, market losses, transaction losses, digital asset losses, tax losses, or reputational harm.

This limitation applies whether the claim is based on contract, tort, negligence, strict liability, statutory liability, fiduciary duty, or any other legal theory, even if PIPO has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, PIPO's aggregate liability arising out of or relating to the Platform or these Terms will not exceed the greater of: (a) the amount of fees you paid directly to PIPO for use of the Platform during the twelve months before the event giving rise to the claim; or (b) USD 100.

Nothing in these Terms limits liability that cannot be limited under applicable law.

33. Indemnification

You agree to indemnify, defend, and hold harmless PIPO and its owners, officers, directors, managers, employees, contractors, affiliates, representatives, licensors, and service providers from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your use of the Platform;
• your violation of these Terms;
• your violation of any Deal Document;
• your violation of applicable law or third-party rights;
• information or documents you provide;
• your investment decisions, transactions, transfers, tax positions, or any future conversions, redemptions, settlements, or exits, if applicable;
• your account, wallet, credentials, devices, or security practices;
• unauthorized use of your account caused by your actions or omissions;
• your fraud, negligence, misconduct, or breach of representations.

34. Governing Law and Disputes

Unless applicable Deal Documents state otherwise or applicable law requires otherwise, these Terms are governed by the laws of the State of Delaware, U.S.A., without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or your use of the Platform will be handled in accordance with applicable law and any dispute-resolution procedures specified in applicable Deal Documents or other written agreement between you and PIPO.

If no separate dispute-resolution procedure applies, the parties agree to submit to the jurisdiction of the state and federal courts located in Delaware, U.S.A., to the extent permitted by applicable law.

35. Changes to These Terms

PIPO may update these Terms from time to time. When we make changes, we may update the "Last updated" date above and, where appropriate, provide notice through the Platform, email, or other reasonable means.

Your continued use of the Platform after updated Terms become effective means that you accept the updated Terms. If you do not agree to updated Terms, you must stop using the Platform.

36. Miscellaneous

These Terms, together with applicable policies, Platform notices, and Deal Documents, constitute the relevant agreement between you and PIPO regarding your use of the Platform.

If any provision of these Terms is found invalid, unlawful, or unenforceable, the remaining provisions will remain in effect.

PIPO's failure to enforce any provision of these Terms does not waive our right to enforce that provision or any other provision later.

You may not assign or transfer your rights or obligations under these Terms without PIPO's prior written consent. PIPO may assign or transfer its rights and obligations in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, affiliate transfer, or by operation of law.

Headings are for convenience only and do not affect interpretation.

37. Contact Us

Questions about these Terms may be sent to:

PIPO.vc
HSA Global Investments LLC d/b/a PIPO
8 The Green, Suite 12935
Dover, Delaware, 19901
U.S.A.

Email: [email protected]