Terms and Conditions
Version: 1.0Last Updated: November 13, 2025
These terms of use ("Terms") are entered into between HapyTech AG, a company limited by shares established under the laws of Switzerland and domiciled in Zug, Switzerland ("HapyTech", "we" or "us") and the users ("User", "you" or "your").
The following Terms, together with any documents incorporated by reference herein, govern your access to the automated protocol logic and software ("Protocol Logic" or "Automation Software") for your user-controlled smart contract applications ("User Vault Smart Contracts" or "Smart Vaults") that interact with third-party decentralized finance (DeFi) protocols and the use of our user interface ("Hapy UI") for the Protocol Logic.
By accessing or using the Protocol Logic and the Hapy UI (including any Updates), you agree to be bound by the terms and conditions set forth below. We reserve the right to modify these Terms at any time at its sole discretion. In this case, we will provide notice by changing the "last updated" date above. By continuing to access or use the Protocol Logic and/or the Hapy UI, you confirm that you accept these updated Terms and all documents incorporated therein by reference. If you do not agree with these Terms, please immediately cease all use of the Protocol Logic and the Hapy UI.
Other terms outside of these Terms may apply to you (vis-à-vis the respective third-parties) if you use and access other websites linked on the Hapy UI. Such other terms apply separately or in addition to these Terms (vis-à-vis the respective third-parties). The same applies for user interfaces and automation software offered by third parties. We are not responsible and/or liable for any aspect of and/or for any damages arising out of or related to any kind of products or services provided by third-parties, including the underlying DeFi protocols (such as More.market or KittyPunch).
The accuracy, completeness, or usefulness of information presented on our Hapy UI is not guaranteed and we disclaim any liability and warranty with respect to the same.
1. Eligibility and Restricted Jurisdictions
By accessing or using the Protocol Logic and the Hapy UI, you represent and warrant that you:
- have the right, authority, and legal capacity to accept these Terms and that you are of the legal majority age in your country or jurisdiction of residence;
- will not access and/or use the Protocol Logic and the Hapy UI if the laws of your countries of residency and/or citizenship prohibit you from doing so in accordance with these Terms;
- are not subject to personal sanctions issued by the UN, US, EU or Switzerland;
- only access or use the Protocol Logic and the Hapy UI for your own personal use; and
- are not accessing or using the Protocol Logic and the Hapy UI from one of the countries embargoed or restricted by the Swiss State Secretariat for Economic Affairs (SECO) (if your country is embargoed or restricted can be found out under the following link) ("Restricted Jurisdictions").
We reserve the right to technically restrict the access to the Protocol Logic and the Hapy UI including the content provided on the Hapy UI based on your geographical location.
2. Protocol Logic and Automated Strategies
2.1 Overview
The use of the Protocol Logic enables you to automate the execution of pre-defined stablecoin yield farming strategies ("Automated Strategies" or "Strategies") in relation to third-party DeFi protocols ("DeFi Protocols") by enabling your Smart Vaults (as defined in Section 3) to query and process data generated by the Protocol Logic.
2.2 Protocol Logic and Strategies
The Protocol Logic is an off-chain software component that generates data and standardized transaction messages ("Execution Instructions") in relation to the Automated Strategies. Execution Instructions are sent to the connected Smart Vaults for signature and execution (see Section 8). The Execution Instructions are generated in accordance with the pre-defined Automated Strategies accepted by you.
By using the Protocol Logic, you understand and accept that we make no representations, warranties or covenants with respect to the quality, purpose, result or performance of any Execution Instructions and/or data generated by the Protocol Logic. We do not guarantee any return, yield, or principal protection.
3. User Vault Smart Contracts
3.1 Overview
Smart Vaults are smart contracts deployed and controlled by your external owned account ("EOA" or "Wallet") that sign and trigger the execution of the Execution Instructions. The Smart Vaults are able to access, hold, and interact with your digital assets associated with your EOA within your defined permissions ("Permissions") by using the session keys ("Session Keys") generated by your EOA. Session Keys enable the Smart Vaults to sign Execution Instructions in an automated manner, thereby triggering the execution of on-chain transactions. You acknowledge and understand that transactions that are signed by your Smart Vaults are executed on the underlying blockchain networks without our involvement. We do not execute transactions on your behalf, we do not control the execution of transactions initiated by you, and we do not take any responsibility and shall not be liable regarding said transactions.
The Smart Vaults and the Session Keys will always remain under the control of your EOA, and you will be able to redefine and/or revoke Permissions at any time.
3.2 Smart Vaults and DeFi Protocols not Operated by HapyTech
Neither the Smart Vaults nor the DeFi Protocols are controlled and/or operated by us. We do not act as an administrator or operator of the DeFi Protocols, Smart Vaults and/or Sessions Keys, and do not have access to the digital assets that are held in your EOA, Smart Vaults, and/or in the smart contracts of the DeFi Protocols.
You understand and acknowledge that when your Smart Vault is signing an Execution Instruction (i.e., supplying collateral, borrowing, swapping, or depositing digital assets on DeFi Protocols), you are not interacting with us, but directly with the DeFi Protocols (e.g., More.market, KittyPunch). Furthermore, we do not store, send, support you in the transfer of, or receive your digital assets when your Smart Vault is signing Execution Instructions.
We do not assume any responsibility or liability for the functioning and operation of the Smart Vaults, DeFi Protocols, their individual components, or for any of your digital assets.
We further make no representations, warranties or covenants with respect to the Smart Vaults and DeFi Protocols (or any implementations and/or components thereof), including, but not limited to, with regard to their technical properties and/or characteristics or performance, or their actual or potential usefulness or suitability for any particular purpose.
4. Use of Protocol Logic and the Hapy UI
4.1 Right of Use
Subject to your compliance with the terms of these Terms and for the Term as set forth herein, we grant you a personal, limited, non-exclusive, non-transferable, non-assignable right to access and use the Protocol Logic through the Hapy UI (including Updates – see section 5 below) solely for the Designated Purpose as described in Section 4.2 below.
4.2 Designated Purpose
You have the right to use the Protocol Logic through the Hapy UI for the sole purpose of deploying and using your own Smart Vault ("Designated Purpose").
4.3 Protocol Service Fee
The access of the Hapy UI is free of charge. By using the Protocol Logic, you are required to pay a usage fee ("Protocol Service Fee") to us. The current Protocol Service Fee is 20% of the gross APY generated by your deposited assets. The applicable Protocol Service Fees will be visible and reflected on the Hapy UI.
By accessing the Hapy UI and using Protocol Logic, you acknowledge and agree that the Protocol Service Fee is non-refundable under any circumstances.
4.4 Restrictions
You must not access or use the Protocol Logic or the Hapy UI except as permitted by the terms of the Terms, in particular, but without limitation, the Designated Purpose, and must not do or authorise the commission of any act that would or might invalidate or be inconsistent with HapyTech's intellectual property rights in the Protocol Logic or the Hapy UI. Without limiting the foregoing provisions, you agree and acknowledge that you must not and will not permit any person to:
- resell, assign, transfer, distribute or provide others with access to the Protocol Logic or the Hapy UI;
- "frame", "mirror" or serve Protocol Logic or the Hapy UI on any web server or other computer server over the internet or any other network;
- copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Protocol Logic or the Hapy UI;
- alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to Protocol Logic or the Hapy UI.
5. Updates and Upgrades
We may update or upgrade the Protocol Logic and/or the Hapy UI at any time, in our sole discretion. Upgrades or update ("Updates") may involve improvements or enhancements of the current versions as well as adding new or discontinuing current features.
We will notify you prior to the implementation of an Update (pop-up or other way of notification we deem appropriate) along with information regarding the particular Update. Every implementation of an Update is subject to your prior consent. If you chose not to consent to an Update, you will be able to continue using the current version.
It is solely your responsibility to keep your hardware as well as software (that may be required) updated to ensure compatibility with the Protocol Logic and the Hapy UI.
6. User Responsibilities, further Acknowledgements and Obligations
The responsibility for the use of the Protocol Logic and the Hapy UI rests entirely with you. You shall ensure compliance with any applicable laws and regulations.
You are responsible for the selection, use, and maintenance of the computer systems on which the Protocol Logic is accessed through the Hapy UI as well as for additional programs, data systems, and related services.
You acknowledge and understand that you may at any time stop using or accessing the Protocol Logic and the Hapy UI.
You acknowledge and understand that you may only access the Protocol Logic through the Hapy UI. We will not share any software code with you.
You acknowledge and agree that you are responsible for all users using the Hapy UI and the Protocol Logic in the context of the usage rights granted under the Terms;
You must not use the Smart Vault, the Protocol Logic, and the Hapy UI in any way which is in breach of any applicable statute, regulation, law, or legal right of any person.
You must not introduce malicious programs into the Protocol Logic or the Hapy UI;
7. Intellectual Property Rights
You are only entitled to the rights of use defined in these Terms. All other rights, in particular intellectual property rights (such as copyrights, trademarks, designs, patents, in each case whether registered or not) as well as all other rights that are not expressly granted to you hereunder, (in particular, regarding the Hapy UI and the Protocol Logic) shall remain exclusively with us. The Protocol Logic and the Hapy UI contain information, ideas, concepts, and processes, in particular with regard to the processing of data for particular applications, which are our sole property.
You shall use the Protocol Logic only for the Designated Purpose and shall, except with our prior written consent, not provide access to or otherwise make the Protocol Logic or the underlying source available to any third parties, whether in whole or in part.
8. Access to the Hapy UI: Connecting Your EOA and Smart Vaults
In order to deploy and interact with your Smart Vaults via the Hapy UI, you must first connect one of the third-party EOA listed under the "Connect" tab to the Hapy UI. EOA or Wallets store and manage the private keys to the blockchain addresses that were created with the Wallet or manually imported into the EOA. As these EOA store the private keys which are required to sign transactions on-chain, they can be used to execute transactions and publish them to the underlying blockchain networks.
When you connect your EOA, the Hapy UI will ask for permission to deploy Smart Vaults. During this process, you will be able to define the Permissions, and your EOA will generate the Session Keys. You can modify these Permissions at any time in the settings of your EOA or via the Hapy UI. Please note that you can only interact with Smart Vaults that are both managed by your EOA and connected to the Hapy UI.
The use of EOA is subject to the terms and conditions of the respective provider. We have no control over the blockchain addresses that are managed by your EOA and connected to the Hapy UI and no ability to access any assets that are held thereon. You are solely responsible for the security of the EOA, your Smart Vaults, and Session Keys, as well as the corresponding private keys and passwords. We do not assume any responsibility for the connected EOA, regardless of whether or not they are used to effectuate transactions and shall not be liable for any damages arising out of or related to your use of the EOA or your inability to connect or use the EOA and/or Smart Vaults to execute transactions.
Your interactions with the Smart Vaults and DeFi Protocols may be subject to the payment of the following fees ("Blockchain Fees"):
- Gas Fees: All interactions with the underlying blockchain networks require the payment of a network transaction fee ("Gas Fee") which is paid to the validators of the underlying blockchain networks. The Gas Fee required to execute a transaction depends on the activity on the underlying blockchain networks and is entirely outside of our control.
- DeFi Protocol Fees: You may be required to pay fees ("DeFi Protocol Fees") for interactions with the underlying DeFi Protocols (e.g., swapping fees, borrowing fees). The DeFi Protocol Fees are entirely outside of our control.
By interacting with your Smart Vaults through the Hapy UI and using the Protocol Logic for the generation of Execution Instructions, you acknowledge and agree that the Blockchain Fees are non-refundable under any circumstances. You also understand and accept that the Blockchain Fees required to execute transactions are subject to circumstances beyond our control.
9. Term and Termination
These Terms enter into force upon your use of the Protocol Logic and/or access to the Hapy UI for an indefinite period of time until terminated by one of the Parties as set forth below ("Term").
We have the right to terminate these Terms at any time with immediate effect (without prior notice).
You have the right to terminate these Terms at any time with immediate effect (without prior notice) by revoking the Permissions of your Smart Vaults.
If we terminate these Terms, we may cease your access and use of the Protocol Logic and the Hapy UI right away, without prior notice. In this case, you will no longer be able to use the Protocol Logic, and you will no longer need to pay Protocol Service Fees. In any case, in the event of termination, you shall have no claim against us.
10. Risks
By accessing or using Hapy UI, the Protocol Logic and/or interacting with your Smart Vaults, you understand and accept the risks connected to the Protocol Logic, the Hapy UI, and the Smart Vaults. In particular, but not exhaustively, you understand the inherent risks listed hereinafter:
- Blockchain and Smart Contract Risk: We do neither control the public blockchains that you are interacting with, nor any smart contracts and protocols, including but not limited to Smart Vaults, EOA, and the DeFi Protocols, that may be integral to your ability to complete transactions on these public blockchains. On-chain transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you have initiated the transaction;
- Yield Farming Risk: Strategies involve high market risk, including price volatility of underlying assets, technical risk associated with interacting with multiple DeFi protocols (e.g., More.market, KittyPunch), impermanent loss, and the failure of third-party stablecoins (USDC, USDT, USD1) to maintain their peg.
- You acknowledge and accept that we do not control any of the output generated by the Protocol Logic (including, but without limitation, Execution Instructions) as well as the transactions that are signed and executed by your Smart Vaults and that we make no representations, warranties or covenants with respect to the quality, purpose, result or performance of any Execution Instructions and/or data generated by the Protocol Logic and subsequent transactions.
- You understand and accept that we reserve the right to stop the Protocol Logic and/or Hapy UI at any time for any reason, at our sole discretion (see Section 9 above).
11. General Disclaimers and Disclaimed Warranty
We do not guarantee that the Protocol Logic, the Hapy UI, including but not limited to its individual components such as the Execution Instructions and Strategies, are free from defects, errors, bugs, and security vulnerabilities or that it will be available at any time. The access to and use of Protocol Logic and the Hapy UI as well as the Smart Vaults is made at your own risk. We give no assurance that any features and functionalities of the Protocol Logic, the Hapy UI will satisfy your requirements, provide the intended results, meet any security, performance or reliability standards. You understand and agree that the Protocol Logic, the Hapy UI are provided on an "as is" and "as available" basis and that we expressly disclaim all warranties or conditions of any kind, whether express, implied, statutory or otherwise. The Protocol Logic and the Hapy UI and its individual components may contain bugs, defects, or errors. We may discontinue the development of the Protocol Logic and the Hapy UI at any time for regulatory, commercial, or other reasons, in any case, at our sole discretion.
12. Limitation of Liability
Our liability is limited to direct damages arising out of acts of intent and gross negligence. Any liability for indirect damages or consequential damages, including loss of profit, and/or damages arising out of negligent conduct, to the maximum extent permitted by applicable law, is expressly excluded. We do not assume any responsibility for the use of the Hapy UI and Protocol Logic and Smart Vaults, and interactions with the Protocol Logic and the Smart Vaults and shall not be liable for any damages arising out of or related to your access and/use of the Protocol Logic, the Smart Vaults and the Hapy UI.
13. Indemnification
You agree to indemnify, and hold us harmless, against all liabilities, damages, costs, expenses, and claims (including third-party claims) arising out of or in connection with your breach of the Terms, in particular, but without limitation, breach or non-compliance with your obligations and warranties set out in Section 6 above.£
14. Personal Data
For information about how we handle your personal information, please see our privacy policy at [Insert Privacy Policy Link].
15. Miscellaneous
15.1 User Feedback
We appreciate and encourage you to provide feedback to the Protocol Logic and the Hapy UI. If you provide feedback, you agree that we are free to use it and may permit others to use it without any restriction or compensation to you.
15.2 Taxes
It is your sole responsibility to seek relevant tax advice to comply with any applicable tax obligations in whichever jurisdiction and to measure the tax impact of the use of the Protocol Logic, the Smart Vaults, and the use of any features offered thereon.
If any taxes, fees, or other charges are levied in connection with the use of the Protocol Logic, the Smart Vaults, and the use of any features offered thereon in any jurisdiction, it is your solely responsible for bearing and paying such taxes, fees, or charges. You agree to comply with all applicable tax laws and regulations related to the use of the Protocol Logic, the Smart Vaults, and the use of any features offered thereon and to indemnify and hold us harmless from any liability arising from its failure to pay such taxes, fees, or charges.
The Protocol Service Fees mentioned in Section 4.3 are exclusive of VAT. It is within the full discretion of us or any party levying the Protocol Service Fees to decide whether VAT is due on such payment and whether VAT is added to the corresponding Protocol Service Fee.
15.3 No Assignment
You shall not assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without our prior written consent.
15.4 Entire Agreement and Severability
These Terms contain the entire agreement between us and you regarding the subject matter hereof and supersedes all understandings and agreements whether written or oral. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, these Terms shall be modified to effectuate the original intent of the parties as closely as possible.
15.5 Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the substantive laws of Switzerland excluding the Swiss conflict of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded. Any dispute arising out of or in conjunction with these Terms shall be submitted to the exclusive jurisdiction of the ordinary courts of Zug, Switzerland.
15.6 Class Action Waiver
To the fullest extent permitted by any applicable law, you waive your right to participate in a class action lawsuit or a class-wide arbitration against us or any individual or entity involved in the provision of the Protocol Logic, the operation of the Hapy UI, and the use of Smart Vaults.