Terms and Conditions

These USDV Token Terms ("Token Terms") apply to all holders of USDV tokens, whether or not they are Mint Users. USDV tokens are issued by VIPU GLOBAL INC., a corporation duly incorporated and existing under the laws of the Republic of Panama, registered under Commercial Folio No. 155783461, together with its designated affiliates, successors, and permitted assigns (collectively, "Delpho Protocol", "the Company", or "we”), through the Protocol and on the basis of an automated smart-contract mechanism. By holding, receiving, transferring, redeeming, or otherwise using USDV, you agree to be bound by these Token Terms in their entirety.

Nothing in these Token Terms is intended to constitute an offer, solicitation, or recommendation in any jurisdiction where such offer, solicitation, or recommendation would be unlawful.

1. About USDV — Technical and Functional Description

USDV is a USD-pegged stablecoin deployed on HyperEVM (the Hyperliquid ecosystem). The following technical characteristics define USDV:

• Non-rebasing stablecoin: USDV is a non-rebasing, USD-pegged stablecoin issued by VIPU GLOBAL INC. through the Protocol and on the basis of an automated smart-contract mechanism deployed on HyperEVM. Token balances do not automatically adjust to reflect yield or any other factor; the quantity of USDV held by an address changes only as a result of explicit transfers, mints, or redemptions.
• Collateralized Debt Position (CDP) model: USDV is minted through a collateralized debt position model. Users deposit accepted collateral — comprising HYPE, kHYPE, BTC, ETH, USDC, and USDT — and receive USDV at specified loan-to-value (LTV) ratios as determined by the Protocol.
• Liquity-style redemption: USDV is intended to maintain a $1.00 peg through a Liquity-style redemption mechanism. Any holder may redeem 1 USDV for $1.00 of collateral sourced from the least-collateralized CDP, subject to Protocol rules, collateral availability, and these Token Terms.
• Overcollateralization: USDV is designed to operate on an overcollateralized basis pursuant to Protocol rules. The minimum collateralization ratio is 133% for most CDPs and 200% (50% LTV) for kHYPE-collateralized CDPs.
• No rebasing; decoupled yield: USDV never rebases. Peg stability and yield generation are fully decoupled. USDV does not itself accrue yield.
• Not an algorithmic stablecoin: USDV is NOT an algorithmic stablecoin in the sense of token models such as Terra/LUNA. USDV is backed by exogenous collateral deposited by CDP users.

2. Legal Nature of USDV

IMPORTANT — PLEASE READ THIS SECTION CAREFULLY.

The following characterizations describe the legal nature of USDV as determined by the Company. USDV is issued by VIPU GLOBAL INC., a Panamanian corporation, through the Protocol and on the basis of an automated smart-contract mechanism. These characterizations are provided for informational purposes only and do not constitute legal advice. No Targeting of EU/EEA or U.S. Persons. USDV is not intended for, targeted at, offered to, marketed to, promoted to, solicited from, distributed to, made available to, or otherwise directed at any person resident, located, established, incorporated, ordinarily resident, physically present, or otherwise subject to the laws of Europe, the European Union, the European Economic Area, the United States, any U.S. territory or possession, or any U.S. Person. The Company does not conduct any general solicitation, directed selling effort, public offering, marketing campaign, placement, distribution, passporting activity, or other targeted activity in or into any such jurisdiction or toward any such person.

• USDV is NOT legal tender in any jurisdiction.
• USDV is NOT a credit instrument, loan, or evidence of indebtedness of any person or entity.
• USDV is NOT a regulated financial instrument within the meaning of MiFID II (Directive 2014/65/EU) or any analogous legislation, to the extent applicable to USDV.
• USDV is NOT an asset-referenced token, e-money token, or other category of crypto-asset subject to authorization or registration under Regulation (EU) 2023/1114 ("MiCA"), to the extent applicable. Nothing in these Token Terms constitutes an admission that MiCA applies to USDV, and the Company reserves all rights to contest the applicability of MiCA or any analogous regulation in any jurisdiction.
• USDV is NOT a regulated bank deposit and is NOT insured by any deposit guarantee scheme, investor compensation scheme, or equivalent protection fund in any jurisdiction.
• USDV does NOT represent equity, debt, revenue share, profit participation, or voting rights in the Company or any of its affiliates.
• USDV is NOT offered, marketed, promoted, advertised, solicited, placed, distributed, sold, made available, or directed, directly or indirectly, to any person resident, located, established, incorporated, ordinarily resident, physically present, or otherwise subject to the laws of Europe, the European Union, the European Economic Area, the United States, any U.S. territory or possession, or any U.S. Person. Any acquisition, holding, transfer, redemption, staking, or use of USDV by such persons is unauthorised, outside the intended scope of these Token Terms, and undertaken solely at that person’s own risk.
• The mere technical accessibility of any website, interface, smart contract, blockchain address, documentation, repository, communication channel, or other material relating to USDV shall not be construed as an offer, solicitation, marketing, distribution, targeting, or invitation by the Company to any person in Europe, the European Union, the European Economic Area, the United States, any U.S. territory or possession, or to any U.S. Person. No such person may rely on such technical accessibility as evidence that USDV is intended to be available to them.

3. Holder Rights and Limitations

Subject to these Token Terms, applicable law, and the technical constraints of the Protocol, holders of USDV have the following rights and are subject to the following limitations:

3.1 Rights

• Right to transfer USDV on-chain, subject to Protocol rules, smart contract functionality, and applicable law.
• Right to redeem USDV at a face value of $1.00 per USDV for Protocol collateral, subject to Protocol mechanics, collateral availability, smart contract functionality, and these Token Terms. This right is available to Mint Users only. Holding Users who wish to exercise redemption rights must first become Mint Users in accordance with the Protocol's onboarding requirements.
• Right to stake USDV to receive sUSDV, thereby gaining exposure to the Protocol's yield distribution mechanism, subject to the sUSDV terms and conditions.

3.2 Limitations

• No right to interest, dividend, or fixed yield of any kind on USDV.
• No right to participate in governance of the Company or any of its affiliates.
• No preferential claim against the assets of the Company in the event of insolvency, liquidation, or dissolution of the Company.
• On-chain transfers of USDV are irreversible. The Company has no ability to reverse, cancel, or modify on-chain transactions once broadcast and confirmed on the applicable blockchain network.

4. No Guarantee of Value or Convertibility

The Company makes no representation or warranty, express or implied, with respect to the value of USDV or the ability of holders to convert USDV at any particular price or time. Specifically:

• The Company does NOT guarantee that USDV will trade at, above, or below $1.00 on any secondary market, decentralized exchange, centralized exchange, or third-party platform.
• The Company does NOT guarantee uninterrupted redemption or liquidity. Redemptions may be subject to delays, restrictions, or unavailability resulting from Protocol mechanics, collateral availability, smart contract conditions, or applicable law.
• The right of redemption is subject to the availability of adequate collateral in CDPs at the time of redemption, the correct functioning of Protocol smart contracts, applicable law and regulatory requirements, and such other conditions as the Protocol rules may specify from time to time.
• Third-party platforms, exchanges, and liquidity pools may delist, suspend, restrict, or otherwise limit USDV trading at any time, without the involvement, consent, or liability of the Company.
• Total loss of value is possible. Users should not hold USDV with funds they cannot afford to lose entirely.

5. Risk Disclosures

Holding or using USDV involves substantial risk. The following is a non-exhaustive list of material risks:

• Funding-rate risk: The Protocol's core yield strategy depends on funding rates on Hypercore perpetual futures. Funding rates are variable and can turn negative for extended periods, reducing or entirely eliminating yield accruing to sUSDV. Sustained negative funding may erode Protocol reserves.
• Collateral and liquidation risk: CDPs backing USDV can be liquidated if the value of the deposited collateral falls below required collateralization thresholds. Mass liquidation events may result in protocol losses, temporary de-pegging, or reduced redemption availability.
• Smart-contract risk: Despite security audits, Protocol smart contracts may contain undiscovered vulnerabilities, logic errors, or be subject to novel attack vectors. Exploitation of any such vulnerability could result in partial or total loss of USDV value or collateral.
• Counterparty and venue risk: The Protocol is operationally dependent on Hyperliquid, Hypercore, and Hyperlend infrastructure. Failures, outages, governance changes, or adverse actions by these platforms could impair Protocol functionality and USDV value.
• Peg risk: There is no guarantee that USDV will maintain $1.00 parity on secondary markets. External market conditions, liquidity crises, or Protocol failures may cause the market price of USDV to deviate materially from $1.00.
• Oracle risk: The Protocol relies on external price oracles for collateral valuation and liquidation triggers. Oracle malfunctions, inaccuracies, or manipulation could result in incorrect liquidations or de-pegging events.
• Regulatory risk: Adverse regulatory action, including the imposition of restrictions, prohibitions, or licensing requirements, may restrict the use, transferability, redemption, or value of USDV in one or more jurisdictions. Such action could occur without advance notice.
• Blockchain and DeFi risks: USDV is subject to risks inherent in blockchain technology and decentralized finance, including network congestion, high gas costs, maximal extractable value (MEV), protocol forks, chain reorganizations, and the irreversibility of transactions.
• No deposit insurance: USDV is not a bank deposit and is not covered by any deposit guarantee, investor protection, or compensation scheme. In the event of Protocol failure, there is no guarantee of recovery.
• Operational risk: The Protocol is subject to operational risks, including risks related to private key management by the Company, technical system failures, cybersecurity incidents, and the potential for human error.
• Cross-chain risk: If USDV is bridged or transferred to blockchain networks other than HyperEVM, additional risks apply, including bridge smart contract vulnerabilities, liquidity fragmentation, and the possibility that the bridged representation of USDV may not be redeemable or supported by the Company.

6. Geographic Restrictions

Access to, acquisition, holding, transfer, redemption, staking, or other use of USDV is subject to strict geographic restrictions. These restrictions apply regardless of the technical ability of any person to access USDV or interact with smart contracts on a permissionless blockchain.

• USDV is not offered, sold, distributed, marketed, solicited, made available, or directed to U.S. Persons as that term is defined in Regulation S under the United States Securities Act of 1933, as amended, or to any person located, resident, established, incorporated, ordinarily resident, or physically present in the United States of America or any of its territories or possessions.
• USDV is not offered, sold, distributed, marketed, solicited, made available, or directed to any person or entity located, resident, established, incorporated, ordinarily resident, or physically present in Europe, the European Union, the European Economic Area, the United Kingdom, the Democratic People's Republic of Korea (North Korea), or any jurisdiction subject to comprehensive economic sanctions administered by the United Nations, OFAC, the European Union, the United Kingdom, or any jurisdiction designated as high-risk, non-cooperative, or otherwise restricted under applicable AML/CFT frameworks.
• By acquiring, receiving, holding, transferring, redeeming, staking, or otherwise using USDV, each user represents and warrants that they are not located in, incorporated in, established in, ordinarily resident in, physically present in, or otherwise subject to the laws of any restricted jurisdiction, including Europe, the European Union, the European Economic Area, or the United States, and that they are not a U.S. Person.
• Each user is solely responsible for independently determining, before acquiring, receiving, holding, transferring, redeeming, staking, or otherwise using USDV, whether it is lawful for that user to hold or otherwise use USDV under all laws, regulations, rules, and regulatory guidance applicable to that user. The Company does not make that determination for any user, does not represent or warrant that USDV may be lawfully held by any particular person or in any particular jurisdiction, and reserves the right to restrict access to or the transfer of USDV, or to implement technical or contractual controls, based on geographic criteria, compliance requirements, or regulatory developments, without prior notice.

7. Compliance and AML/CFT

The following provisions apply to all USDV holders:

• Each user must comply with all applicable laws and regulations in their jurisdiction, including without limitation anti-money laundering, counter-financing of terrorism, sanctions compliance, and tax reporting obligations.
• The Company reserves the right to block, freeze, or restrict the functionality of any blockchain address or USDV balance that it determines, in its sole discretion, to be associated with illicit activity, violations of applicable sanctions laws, or regulatory orders from competent authorities.
• The Company cooperates with law enforcement authorities and regulatory agencies where legally required to do so, including by providing information and implementing technical measures affecting specific addresses or transactions.
• The Company may, as required or permitted by applicable law or regulation, freeze, block, or otherwise restrict USDV functionality at the wallet, address, or Protocol level, without prior notice to affected parties and without liability to any person.

8. Copies, Wrappers, and Forks

The Company issues and supports only the USDV token deployed through the official Delpho Protocol at https://app.delpho.xyz/. The following disclaimers apply:

• The Company is not responsible for, and disclaims all liability in connection with, any copies, wrappers, synthetic representations, unauthorized bridges, or forks of USDV deployed by third parties, regardless of how such tokens are named or marketed.
• Only USDV issued through the Protocol's official smart contracts and accessible through the official Protocol interface at https://app.delpho.xyz/ is supported, recognized, or subject to the redemption rights described in these Token Terms.
• The Company disclaims all liability for any loss, damage, or claim arising from user interaction with unsupported, unofficial, or third-party versions of USDV. Users are solely responsible for verifying that they are interacting with the official Protocol contracts.

9. Amendments

The Company reserves the right to amend, modify, supplement, or replace these Token Terms at any time and without prior notice. Any amendment shall become effective immediately upon posting of the revised Token Terms at the official Protocol website or such other location as the Company may designate. Your continued holding, transfer, staking, or use of USDV following the posting of any amendment constitutes your acceptance of the amended Token Terms. It is your responsibility to check for updates regularly. If you do not agree to any amendment, you must cease all interaction with USDV immediately.

10. Indemnification

To the fullest extent permitted by applicable law, each Holding User (and, where applicable, each Mint User) agrees to defend, indemnify, and hold harmless the Company, its affiliates, and each of their respective contributors, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) your breach of any provision of these Token Terms; (ii) your violation of any applicable law or regulation; (iii) your infringement of any third-party right, including intellectual property rights; or (iv) any dispute between you and any third party in connection with USDV.

11. Limitation of Liability; No Warranty

THE PROTOCOL, USDV, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT USDV OR THE PROTOCOL WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROTOCOL OR THE SERVERS MAKING IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH INDEMNIFIED PARTY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE USDV OR THE PROTOCOL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY.

THE COMPANY’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TOKEN TERMS OR USDV SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD 100), REGARDLESS OF THE NATURE OR NUMBER OF CLAIMS. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES; IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Force Majeure

The Company shall not be liable for any failure or delay in performance of its obligations under these Token Terms to the extent that such failure or delay is caused by circumstances beyond the Company’s reasonable control, including without limitation: acts of God, natural disasters, war, terrorism, civil unrest, government action, regulatory intervention, power failures, internet outages, blockchain network failures, cyberattacks, extraordinary market conditions, or any other event that could not have been prevented by the exercise of reasonable diligence. In the event of a force majeure occurrence, the Company shall use commercially reasonable efforts to resume normal operations as promptly as practicable.

13. Governing Law

These Token Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Token Terms, or the breach, termination, or invalidity thereof, shall be finally settled by binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules in force at the date of the notice of arbitration. The following terms apply:

• Seat: The seat of arbitration shall be Singapore.
• Arbitrators: The arbitral tribunal shall be composed of a single arbitrator appointed in accordance with the SIAC Rules.
• Language: The language of the arbitration shall be English.
• Class action waiver: Each party irrevocably waives any right to commence or participate in any class action, collective action, or representative action in connection with any dispute arising under or relating to these Token Terms. All disputes must be resolved on an individual basis.
• Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Nothing in this Section shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to preserve rights pending the constitution of an arbitral tribunal.

15. Severability; Entire Agreement; Assignment

Severability: If any provision of these Token Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

Entire Agreement: These Token Terms, together with any applicable Mint User Terms of Service and the Company’s Privacy Policy, constitute the entire agreement between you and the Company with respect to USDV and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to USDV.

Assignment: You may not assign, transfer, or delegate any rights or obligations under these Token Terms without the prior written consent of the Company. The Company may assign, transfer, or delegate any or all of its rights and obligations under these Token Terms without restriction, including in connection with a merger, acquisition, restructuring, or sale of all or substantially all of the Company’s assets. Any purported assignment in violation of this provision shall be null and void.

16. Contact

For enquiries relating to these Token Terms, USDV, or the Protocol generally, please contact the Company at:

Legal and Compliance: legal@delpho.xyz