Terms of Use

These Terms of Use (these "Terms") govern your access to and use of the website, web application, mobile application, and any related software, user interface, tools, content, documentation, functionality, and services made available by OHAYO GROUP HOLDINGS INC. ("Ohayo", "Company", "we", "us", or "our") at ohayo.global and any related domains or applications (collectively, the "Interface").

Please read these Terms carefully. By accessing or using the Interface, creating an account, connecting a wallet, or otherwise interacting with the Interface, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Interface.

For purposes of these Terms, "you" and "your" mean the individual or entity accessing or using the Interface. If you access or use the Interface on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and all references to "you" shall include that entity.

You may use the Interface only if:

1. you are at least the age of majority in your jurisdiction of residence;
2. you have the full right, power, and authority to enter into and comply with these Terms;
3. you are not otherwise prohibited from using the Interface under any applicable law, rule, or regulation; and
4. you are not a Restricted Person (as defined below).

If you are using the Interface on behalf of an entity, you further represent and warrant that:

1. the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
2. you are authorized to act on behalf of that entity; and
3. the entity agrees to be bound by these Terms.

You may not access or use the Interface if you are a "Restricted Person." A Restricted Person includes any individual or entity that:

1. is the subject of sanctions, restrictions, or asset-freeze measures administered or enforced by the United Nations, the United States, the United Kingdom, the European Union, or any other relevant governmental authority;
2. appears on any list of prohibited or restricted parties, including sanctions lists maintained by applicable governmental authorities;
3. is located in, resident in, incorporated in, or ordinarily resident in any jurisdiction that is embargoed or comprehensively sanctioned, or any jurisdiction where use of the Interface would be unlawful;
4. is otherwise prohibited from using the Interface under applicable law; or
5. is accessing or using the Interface on behalf of, for the benefit of, or under the direction of any person described above.

In addition, the Company may designate certain jurisdictions as "Restricted Jurisdictions" for regulatory, legal, commercial, or risk-management reasons. You must not access or use the Interface if you are located in, resident in, or acting on behalf of a person in a Restricted Jurisdiction.

We may use technical, procedural, or compliance controls to detect and restrict access, including geolocation tools, IP checks, device signals, wallet screening, identity checks, or third-party compliance tooling.

You represent and warrant that:

1. you are not a Restricted Person;
2. you are not located in, resident in, or acting on behalf of a person in a Restricted Jurisdiction; and
3. you will not use any VPN, proxy, Tor, relay, routing mechanism, or other tool designed to circumvent access restrictions, compliance controls, or geographic limitations.

We may modify, suspend, discontinue, or restrict all or any part of the Interface at any time, with or without notice, including by changing supported assets, supported networks, supported wallet connections, supported regions, fee displays, user flows, or feature availability.

We may amend these Terms from time to time by posting an updated version and updating the "Last Updated" date above. If we make material changes, we may provide additional notice through the Interface or by other reasonable means. Unless otherwise stated, updated Terms become effective when posted. Your continued use of the Interface after the effective date of any updated Terms constitutes your acceptance of those updated Terms.

The Interface is a software interface that may allow you to:

1. view market data, account information, balances, positions, trade history, and analytics;
2. connect external wallets or use third-party account or wallet infrastructure;
3. generate, review, and submit transaction instructions to supported third-party protocols or infrastructure;
4. access trading-related functions involving digital assets, including spot, perpetual, margin, or similar products offered by third-party protocols or venues;
5. view or participate in promotions, referrals, rebates, or similar marketing programs; and
6. access other software features we may make available from time to time.

The Interface may support, display, or facilitate access to third-party protocols, networks, exchanges, bridges, wallet infrastructure, custodians, relayers, analytics tools, or other service providers, including Hyperliquid and other third-party infrastructure providers that we may support from time to time.

The Interface is only one possible means of accessing such third-party services and protocols. Those protocols and services are independent from the Company and may remain available even if the Interface becomes unavailable.

Unless expressly stated in a separate written agreement signed by the Company, the Company does not:

1. act as your broker, dealer, intermediary, agent, or fiduciary;
2. provide investment, financial, legal, tax, accounting, or trading advice;
3. recommend any transaction, position, market, asset, or strategy;
4. guarantee best execution, price improvement, or transaction outcome;
5. custody your digital assets, private keys, seed phrases, login credentials, or recovery methods; or
6. operate the underlying blockchain, trading venue, liquidity venue, or settlement infrastructure.

You are solely responsible for your decisions to access markets, initiate transactions, open positions, close positions, maintain collateral, manage liquidation risk, and interact with any protocol or third-party service.

Any information made available through the Interface, including charts, price feeds, market commentary, account metrics, leaderboards, funding rates, unrealized profit and loss, or similar information, is for informational purposes only and does not constitute advice or a recommendation.

To use certain features of the Interface, you may need to connect an external wallet, create an account, authenticate through a login provider, or use other third-party authentication or wallet infrastructure.

You are solely responsible for:

1. maintaining the confidentiality and security of your devices, credentials, wallet connections, authentication methods, and recovery methods;
2. ensuring that your wallet or wallet provider is compatible with the Interface;
3. reviewing all transaction details before approving or signing any transaction or instruction; and
4. all activities that occur through your account, wallet, device, or credentials.

We are not responsible for lost credentials, compromised devices, unauthorized access, phishing attacks, SIM swaps, social-engineering attacks, malware, browser hijacking, wallet compromises, or loss of access to your wallet or account.

The Interface may rely on or integrate with third-party services, protocols, and infrastructure, including wallets, authentication providers, remote procedure call providers, cloud providers, analytics vendors, indexing services, bridges, liquidity venues, compliance vendors, custody providers, oracles, and market-data providers (collectively, "Third-Party Services").

You acknowledge and agree that:

1. Third-Party Services are operated by independent third parties and not by the Company;
2. we do not control, guarantee, or endorse any Third-Party Service;
3. your use of any Third-Party Service may be subject to separate terms, privacy notices, disclosures, and fee schedules;
4. Third-Party Services may fail, become unavailable, be delayed, be inaccurate, or operate in a manner that causes loss; and
5. we are not responsible for any act, omission, outage, exploit, insolvency, error, delay, censorship, or security failure of any Third-Party Service.

Without limitation, trades, liquidations, settlements, margin calculations, funding, position accounting, collateral mechanics, withdrawals, deposits, bridges, and market data may depend on Third-Party Services and protocols over which we have no control.

Your use of the Interface may involve:

1. network fees, gas fees, bridge fees, protocol fees, exchange fees, validator fees, or other third-party charges;
2. interface fees, service fees, spread-based fees, subscription fees, or other fees disclosed through the Interface; and
3. fees charged by wallet providers, custodians, payment processors, or other third parties.

You are solely responsible for all fees, costs, taxes, and charges associated with your use of the Interface and any related third-party services or protocols.

Fee information displayed through the Interface may be estimated and may not reflect all applicable costs. Actual fees may differ due to network conditions, market conditions, execution outcomes, slippage, routing, or third-party pricing changes.

You must not, directly or indirectly:

1. use the Interface in violation of any applicable law, rule, or regulation;
2. use the Interface if you are a Restricted Person or from a Restricted Jurisdiction;
3. attempt to circumvent geoblocking, sanctions screening, eligibility checks, or compliance controls;
4. engage in fraud, market manipulation, spoofing, wash trading, layering, abusive trading practices, or deceptive conduct;
5. use the Interface to launder funds, finance terrorism, evade sanctions, or facilitate other unlawful activity;
6. exploit, attack, interfere with, or disrupt the Interface or any supporting network, protocol, or service;
7. introduce malware, spyware, ransomware, worms, trojans, viruses, or other harmful code;
8. probe, scan, or test the vulnerability of any system or network connected to the Interface;
9. attempt unauthorized access to accounts, wallets, systems, code, data, or infrastructure;
10. use bots, crawlers, scripts, scraping tools, automation tools, or similar methods except as expressly authorized by us;
11. copy, reproduce, modify, reverse engineer, decompile, disassemble, distribute, publish, sell, lease, sublicense, or create derivative works of the Interface except as permitted by law or expressly authorized in writing;
12. remove or alter any copyright, trademark, or proprietary notice;
13. impersonate any person or entity or misrepresent your affiliation with any person or entity;
14. submit false, misleading, or incomplete information to us or to any service provider connected with the Interface; or
15. engage in any conduct that, in our sole discretion, exposes the Company, other users, or any third party to legal, regulatory, reputational, or security risk.

A breach of this Section is a material breach of these Terms and may result in suspension or termination of access to the Interface, with or without notice.

You acknowledge that accessing digital-asset markets and blockchain-based systems involves substantial risk, including the risk of partial or total loss.

Without limiting the generality of the foregoing, you understand and accept the following risks:

10.1 Market Risk

Digital asset prices may be highly volatile and can move rapidly. You may lose the full value of any asset, margin, or collateral.

10.2 Leverage and Liquidation Risk

If you access leveraged or margined products through the Interface, losses may exceed expectations and may occur very quickly. Positions may be liquidated automatically, partially, or fully. Liquidation engines, margin systems, auto-deleveraging systems, clawbacks, socialized losses, or other protocol-level mechanisms may affect your positions.

10.3 Protocol Risk

Smart contracts, matching engines, custody systems, blockchains, rollups, bridges, relayers, oracles, and related infrastructure may contain bugs, vulnerabilities, logic failures, exploits, design flaws, downtime, or governance risks.

10.4 Execution Risk

Transactions may fail, be delayed, be executed at an unfavorable price, be partially filled, or not settle as expected. Displayed prices, mark prices, oracle prices, and executable prices may differ.

10.5 Technology Risk

Software, networks, devices, browsers, APIs, wallets, cloud systems, and authentication systems may malfunction or become unavailable.

10.6 Third-Party Risk

Third-Party Services may suspend access, fail operationally, become insolvent, impose new restrictions, or suffer hacks or exploits.

10.7 Regulatory Risk

The legal and regulatory treatment of digital assets, perpetuals, margin trading, wallet infrastructure, interfaces, and related activities is uncertain and may change rapidly. New laws, regulations, guidance, or enforcement actions may adversely affect the Interface or your ability to use it.

10.8 Tax Risk

You are solely responsible for determining and satisfying any tax obligations arising from your use of the Interface.

10.9 Data and Display Risk

Balances, PnL, volume, referral rewards, valuations, charts, and other data shown in the Interface may be delayed, incomplete, inaccurate, or unavailable.

10.10 Non-Exhaustive Risks

The above list is not exhaustive. Additional risks, known and unknown, may arise at any time.

You represent that you are sufficiently knowledgeable and sophisticated to understand the risks of digital assets, blockchain systems, and leveraged trading, and that you are solely responsible for evaluating whether use of the Interface is appropriate for you.

The Company does not own or control the relevant blockchains, protocols, or third-party trading venues accessible through the Interface. We cannot reverse completed transactions, unwind protocol-level events, restore lost private keys, guarantee settlement, or ensure continued access to any market or protocol.

Where the Interface allows you to sign or authorize instructions, you are solely responsible for reviewing and approving those instructions. Once approved, they may become irreversible.

If the Interface displays account information or facilitates workflows that relate to third-party venues or systems, that does not mean the Company controls those venues or systems. The Company's role is limited to providing software and related support services unless we expressly state otherwise in a separate written agreement.

From time to time, we may offer promotions, campaigns, referral programs, rebates, points, fee-sharing arrangements, or similar incentives (collectively, "Promotions").

Unless otherwise stated in specific Promotion terms:

1. Promotions are discretionary marketing programs only;
2. Promotions do not constitute interest, yield, dividends, profit-sharing, investment returns, or any regulated financial product;
3. we may modify, suspend, cancel, or revoke any Promotion at any time;
4. eligibility is determined by us in our sole discretion;
5. we may withhold, deny, adjust, cancel, claw back, or invalidate any Promotion benefits in cases of error, abuse, fraud, ineligible activity, violation of these Terms, or suspected manipulation; and
6. unclaimed or unused Promotion benefits may expire as specified in the relevant Promotion terms or, if not specified, after a commercially reasonable period determined by us.

Nothing in these Terms gives you a vested right to any Promotion, payout, rebate, or reward unless and until actually credited or paid in accordance with the applicable Promotion terms.

The Interface, including all software, source code, object code, design, layout, text, graphics, logos, trade names, trademarks, service marks, content, data compilations, audiovisual elements, and other materials made available by us, are owned by or licensed to the Company and are protected by applicable intellectual property and other laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Interface solely for its intended purpose.

You acquire no ownership rights in the Interface or any of its components. All rights not expressly granted are reserved by the Company and its licensors.

If you provide us with any feedback, suggestions, ideas, comments, bug reports, or proposed improvements regarding the Interface or our services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable right to use, reproduce, modify, adapt, publish, distribute, commercialize, and otherwise exploit that Feedback for any purpose, without restriction, attribution, or compensation to you.

Our collection, use, and disclosure of personal information are described in our Privacy Policy, available at https://ohayo.global/policies/privacy. By using the Interface, you acknowledge that we may process personal information as described in that Privacy Policy.

We may suspend, restrict, or terminate your access to the Interface, in whole or in part, at any time, with or without notice, if we believe, in our sole discretion, that:

1. you have breached these Terms;
2. you are or may be a Restricted Person;
3. your use of the Interface presents legal, regulatory, security, reputational, or operational risk;
4. we are required to do so by a third-party provider, applicable law, regulation, or court order; or
5. continued provision of the Interface is no longer commercially or technically feasible.

We may also suspend or terminate the Interface itself at any time.

Upon termination, your right to use the Interface will cease immediately. Sections of these Terms that by their nature should survive termination will survive, including provisions relating to intellectual property, disclaimers, indemnities, limitations of liability, dispute resolution, and governing law.

You agree to indemnify, defend, and hold harmless the Company and its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, and representatives, from and against any and all claims, actions, proceedings, investigations, demands, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

1. your use of or access to the Interface;
2. your breach of these Terms;
3. your violation of any applicable law, regulation, or rights of any third party;
4. any information or materials submitted by you;
5. your fraud, negligence, willful misconduct, or misuse of the Interface; or
6. your use of any Third-Party Service or third-party protocol in connection with the Interface.

We reserve the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such matter.

These Terms, and any non-contractual obligations arising out of or relating to them, shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to conflict-of-laws principles.

You agree that any dispute, controversy, or claim arising out of or relating to these Terms or the Interface shall be subject to the exclusive jurisdiction of the courts of the Republic of Panama, except where another court is required by applicable law.

Before filing any formal legal proceeding, you agree to first notify the Company in writing at info@ohayo.global, describing the nature of the dispute and the relief sought, and to attempt in good faith to resolve the matter informally for at least thirty (30) days after such notice.

Nothing in these Terms prevents the Company from seeking injunctive or equitable relief in any court of competent jurisdiction where necessary to protect its rights or property.

21.1 Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the Interface and supersede all prior or contemporaneous understandings, communications, and proposals relating to the Interface.

21.2 Assignment

You may not assign, transfer, delegate, or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

21.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

21.4 No Waiver

Our failure or delay in exercising any right, power, or remedy under these Terms shall not operate as a waiver.

21.5 Force Majeure

We shall not be liable for any delay, failure, or interruption resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, power failures, internet outages, cyberattacks, distributed denial-of-service attacks, cloud outages, blockchain failures, protocol exploits, market-wide disruptions, regulatory actions, or failures of third-party infrastructure.

21.6 Relationship of the Parties

Nothing in these Terms creates any joint venture, partnership, agency, employment, fiduciary, or similar relationship between you and the Company.

21.7 Electronic Communications

You consent to receive communications from us electronically, including through the Interface, by email, or by posting notices on our website or official social media channels where legally permitted. You agree that such electronic communications satisfy any legal requirement that communications be in writing.

21.8 Language

These Terms are written in English. If any translation is provided, the English version controls to the extent of any inconsistency.