Distribution Agreement

Preamble & Code of Conduct

We cordially welcome you on behalf of Bitopex Trading LTD as a new affiliate partner and wish you the best possible success in your activity as an independent contractor. In your work as a promoter and in your interactions with other individuals, consumer-friendliness, integrity, fairness, and compliance with all applicable laws and ethical standards must always remain at the forefront.

We ask you to read the following Code of Conduct and General Affiliate Partner Conditions thoroughly and to make these guidelines your daily standard for the performance of your activity.

Code of Conduct

Conduct Toward Prospective Users

• Affiliates shall advise prospective users honestly and sincerely, and clarify any misunderstandings about the platform, the investment model, or the affiliate program during any conversation.
• Upon a prospect's request, a conversation shall be concluded or postponed in a friendly manner without undue pressure.
• All information about the HypeRocket platform and the affiliate program must be comprehensive, accurate, and truthful.
• An affiliate may not make any claims about the features of the platform or the compensation plan unless they have been officially approved by Bitopex Trading LTD.
• Prospective users must not be prompted to invest or register through dubious, misleading, or exaggerated promises, nor shall they be induced by promises of particular benefits linked to future, uncertain outcomes.
• An affiliate must not disclose their personal remuneration or the specific remuneration of other affiliates. Furthermore, an affiliate must not guarantee any specific income or raise unrealistic expectations.
• An affiliate must not claim that the HypeRocket platform, its compensation plan, or its trading strategies are approved, endorsed, or supported by any government authority, regulatory body, or law firm.

Conduct Toward Fellow Affiliates

• Affiliates shall always treat each other fairly and respectfully. This also applies to affiliates of other network marketing or direct marketing companies.
• New affiliates must be truthfully informed about their rights and obligations. Misleading information about potential income or employment opportunities is strictly prohibited.
• No assurances beyond the official advertising material and corporate documents may be made regarding the platform, the compensation plan, or the Company.

Conduct Toward Other Companies

• Affiliates shall always behave fairly and honestly with other companies in the network marketing or direct marketing sector.
• Reductive, misleading, or unfair comparative statements about the services or distribution systems of other companies are strictly prohibited.

§ 1 Scope

(1) The following General Affiliate Partner Conditions are part of each distribution agreement between Bitopex Trading LTD, Costa Rica, Province of San José, Canton 02 Escazú, San Rafael, 300 meters north of La Paco Shopping Center, Plaza Florencia, Local Ten (hereinafter: "the Company" or "HypeRocket") and the independent contractor (hereinafter: "Affiliate").

(2) The Company will provide its services solely on the basis of these General Affiliate Partner Conditions.

§ 2 Object of the Contract

(1) HypeRocket operates a decentralized investment platform utilizing algorithmic trading strategies on the Hyperliquid blockchain, combined with an affiliate partner program (the "Compensation Plan").

(2) The Affiliate, without obligation to do so, has the opportunity to promote and facilitate the registration of interested parties on the HypeRocket platform. For their activity as a promoter, the Affiliate receives corresponding remuneration in accordance with the applicable Compensation Plan, provided that the referred user maintains an active investment on the platform. The Affiliate does not receive any commission for the mere recruitment of a new affiliate, but only when the referred party makes an active investment on the platform.

(3) The Company will provide the Affiliate with free access to a personal dashboard (where the Affiliate may view their commissions, network statistics, and referral activity), a unique referral link, and an internal electronic account for commission tracking.

§ 3 Prerequisites for Contract Conclusion

(1) A distribution agreement may be concluded with natural persons who have reached the age of 18 and possess full legal capacity. For each natural person, only one affiliate account is permitted. Multiple registrations by the same person, whether directly or indirectly through third parties, are prohibited.

(2) The conclusion of the contract is only possible online by registering on the HypeRocket platform. The Affiliate is required to fully and accurately complete the registration process. By completing registration, the Affiliate agrees to accept these General Affiliate Partner Conditions and the Compensation Plan as part of the agreement.

(3) Changes to the Affiliate's personal data must be made immediately through the dashboard in the manner specified.

(4) The Company reserves the right, at its sole discretion, to reject any registration for any reason or to request further information from the Affiliate prior to entering into the contract.

(5) In the event of a breach of the obligations set out in paragraphs (1) and (2), the Company shall be entitled to terminate the distribution agreement without notice and to reclaim any commissions paid out. The Company expressly reserves the right to assert further claims for damages.

§ 4 Status as Independent Entrepreneur

(1) The Affiliate acts as an independent entrepreneur. The Affiliate is neither an employee, nor a sales representative, nor a broker of the Company. There are no sales targets, purchase obligations, or other duties beyond those set forth in this agreement. The Affiliate is not subject to the Company's instructions except for the contractual obligations herein and bears the full entrepreneurial risk of their business, including the obligation to pay all business expenses.

(2) The Affiliate is solely responsible for compliance with all applicable statutory provisions, including tax and social legislation in their jurisdiction (e.g., obtaining a tax identification number, registering a business, and properly reporting all commission income). The Company does not pay social security contributions on behalf of the Affiliate.

(3) The Affiliate is not authorized to make statements, enter into agreements, or make commitments on behalf of the Company.

§ 5 Right of Use

(1) Upon registration, the Affiliate acquires the right to use the dashboard, referral link, and commission tracking system during the contract period.

(2) The right of use is a simple, non-transferable right. The Affiliate has no right to modify, alter, or grant sub-licenses for any platform tools or materials.

(3) The Company provides the dashboard and referral tools free of charge. The Company reserves the right to modify or discontinue any tools or features at any time.

§ 6 Obligations Regarding Advertising & Promotion

(1) The Affiliate is obliged to protect their personal passwords and login credentials from access by third parties. The Affiliate is prohibited from violating the rights of the Company, its affiliates, or any third parties. In particular, the Affiliate is not permitted to make false or misleading statements about the HypeRocket platform, its trading strategies, or the Compensation Plan. The sending of unsolicited advertising emails (spam), illegal cold calls, and other undesirable advertising measures are strictly prohibited.

(2) Special Advertising Policies:

• The Affiliate may only promote the HypeRocket platform using approved materials and messaging. The Affiliate may not, at any time, make specific claims about guaranteed returns, guaranteed daily percentages, or guaranteed income levels.
• The Affiliate may not provide any specific information regarding their personal income or earning potential at HypeRocket on any advertising material. There is always the obligation to inform potential affiliates that earning an income requires consistent and continuous effort.
• Sales and marketing operations shall not misrepresent commissions as "head premiums" or otherwise create the impression that the distribution system constitutes an unlawful pyramid scheme or fraudulent distribution system.
• Sales and marketing activities shall not be directed to minors or inexperienced persons, and shall in no case exploit their age, illness, or limited discretion.
• No distribution or marketing activities shall be undertaken which are inappropriate, illegal, unsafe, or which put undue pressure on prospective users.

(3) The Affiliate is obliged to use the advertising material provided by the Company in its unmodified form. The Affiliate is not permitted to produce or distribute their own advertising material such as websites, banners, logos, promotional videos, or other self-created media without prior written approval from the Company.

(4) When advertising on social media platforms (e.g., Twitter/X, Telegram, Instagram, YouTube), the Affiliate must explicitly indicate that this is not an official advertisement or presence of HypeRocket.

(5) The Affiliate is required to identify themselves as an INDEPENDENT HypeRocket AFFILIATE in the course of trade. Internet homepages, social media profiles, business cards, and all advertising materials must include this designation.

(6) All travel expenses, office costs, telephone costs, and other expenses for advertising materials are to be borne by the Affiliate.

(7) The Affiliate is not entitled to classify trademarks or services of competing companies or other persons as negative, degrading, or otherwise unlawful.

(8) All presentation, advertising, training, and video/film materials from HypeRocket are protected by copyright. They may not be reproduced, distributed, or edited by the Affiliate without the express written consent of the Company.

(9) The use or modification of the HypeRocket mark, registered trademarks, product names, or trade names is only permitted with express written consent. The Affiliate is prohibited from registering their own trademarks, domains, or proprietary rights that contain the HypeRocket name or trademarks in an identical or similar manner.

(10) The Affiliate is not permitted to respond to press enquiries regarding HypeRocket. All press enquiries must be immediately forwarded to the Company.

(11) Customer enquiries or complaints of any kind regarding the platform, services, or the Compensation Plan are to be forwarded to the Company.

§ 7 Non-Competition & Cross-Promotion

(1) The Affiliate is permitted to distribute goods and/or services for other companies, including network marketing companies, even if these are competitors.

(2) However, the Affiliate is strictly prohibited from soliciting other HypeRocket affiliates for the distribution of competing services or platforms.

(3) Insofar as the Affiliate simultaneously acts for other companies, they undertake to design the respective activity in such a way that no connection or mixture with their HypeRocket activity can occur. In particular, the Affiliate may not offer competing services on the same website, social media page, or online platform where they promote HypeRocket.

§ 8 Confidentiality & Non-Disclosure

The Affiliate must maintain absolute confidentiality about the Company's trade secrets, proprietary information, and internal structure. Trade secrets include, in particular:

• Customer and affiliate data, including personal information, email addresses, and wallet addresses
• Internal business strategies, trading algorithms, and operational procedures
• Downline activities, network structures, and the information contained therein
• Internal communications, training materials, and unreleased product information
• Financial data, revenue figures, and commission structures not publicly disclosed

This obligation of confidentiality continues for five (5) years after termination of the distribution agreement.

§ 9 Affiliate Protection & Bonus Integrity

(1) The Affiliate who first refers a new affiliate will be assigned the new affiliate in their network structure ("Affiliate Protection"). The date and time of the registration application shall determine the allocation.

(2) Cross-line sponsoring and the attempt to do so is strictly prohibited. Cross-line sponsoring means acquiring a person who is already an affiliate with HypeRocket in another distribution chain or has had a distribution agreement within the last 6 months.

(3) Bonus manipulation is strictly prohibited. This includes, in particular:

• Sponsorship of affiliates who do not genuinely practice the HypeRocket business ("straw men")
• Open or concealed multiple registrations
• Unauthorized independent placement of new users or affiliates in the network structure
• Using the name of a spouse, relative, trade name, corporation, or third party to circumvent these provisions
• Inducing third parties to invest solely to achieve a better position in the Compensation Plan

(4) The Affiliate is not entitled to territorial protection.

§ 10 Warnings, Penalties & Indemnification

(1) In the event of a first violation of the obligations regulated in § 6, a written warning will be issued by the Company, setting a period of 10 days to remedy the breach. The Affiliate agrees to reimburse the costs of the warning, including any applicable attorney fees.

(2) In the event of a violation of the obligations set out in §§ 6(2), 7, 8, and 9(2) and (3), as well as a particularly serious breach of any provision of these Conditions, the Company is entitled to extraordinary termination without prior warning.

(3) The Affiliate shall be liable for any damages that the Company incurs due to a breach of duty within the meaning of §§ 6–8 and § 9 paragraphs 2 and 3.

(4) The Affiliate shall indemnify the Company in the event of a claim by a third party for breach of any obligations set forth in §§ 6–8 and § 9(2) and (3) or any other violation of applicable law. The Affiliate undertakes to cover all costs, including legal fees, court costs, damages, fines, and penalties incurred by the Company in connection therewith.

§ 11 Compensation Plan Adjustments

The Company reserves the right, particularly with regard to changes in market conditions, regulatory requirements, or distribution structure, to modify the commission rates, the Compensation Plan, or any associated fees at the beginning of a new accounting period. Changes shall be notified to the Affiliate through the dashboard at least one month prior to the effective date. If the Affiliate does not object to the changed conditions within one month of the announcement, these become part of the contract. In the event of an objection, the Company may terminate the agreement at the time the amended conditions come into force.

§ 12 Remuneration & Payment Terms

(1) The Affiliate earns commission claims in accordance with the HypeRocket Compensation Plan upon attaining the required qualifications. Commissions are paid in USDC or $HYPE tokens to the Affiliate's designated wallet address.

(2) The Company reserves the right to request identity verification and additional information (KYC procedure) prior to the initial payment or subsequent disbursements of commissions.

(3) The Company is entitled to withhold commission payments if required documents are not provided or if there is a suspected breach of these Conditions.

(4) The Company is entitled to offset any claims it may have against the Affiliate with the Affiliate's commission claims.

(5) Assignment or pledging of commission claims by the Affiliate to third parties is prohibited.

(6) The Affiliate will promptly review all commission statements and notify the Company of any objections within 60 days. After this period, commissions are considered approved.

§ 13 Affiliate Suspension & Blocking

(1) The Company shall be entitled to temporarily suspend the Affiliate's account if required documents are not provided, if fees remain unpaid, or if there is a suspected breach of these Conditions. The period of suspension does not entitle the Affiliate to extraordinary termination or any claim for damages.

(2) Commission claims that cannot be paid out due to suspension shall be held in reserve and become statute-barred within the applicable statutory limitation periods.

(3) The Company reserves the right to permanently block the Affiliate's access without notice if the Affiliate violates the obligations set forth in §§ 7–9 and § 10(2) and (3) or any applicable law, or if there is other good cause.

§ 14 Duration & Termination

(1) The distribution agreement is concluded for an indefinite period and may be terminated by either party with a notice period of one month.

(2) The Company reserves the right to terminate for good cause without notice. Good cause exists in particular in the case of:

• A breach of the advertising and promotional obligations set forth in § 6
• A violation of the non-competition, confidentiality, or affiliate protection provisions (§§ 7, 8, 9)
• Failure to comply with KYC requirements after suspension and a final deadline
• Insolvency proceedings against the Affiliate
• Any particularly serious violation of these Conditions or applicable law

(3) An Affiliate may re-register with HypeRocket through another sponsor after proper termination, provided that at least 6 months have passed since the termination and the Affiliate did not engage in HypeRocket activities during that time.

(4) Upon termination, the Affiliate has no right to further commissions, compensation claims, or goodwill payments, as the Affiliate is not a sales representative or employee.

(5) If the Affiliate maintains an active investment on the platform independent of the distribution agreement, such investment shall remain in force unaffected by the termination of the affiliate relationship.

§ 15 Disclaimer of Liability

(1) The Company cannot be held responsible for any misrepresentation in the Affiliate's registration or promotional activities.

(2) The Company is not liable for the occurrence of any desired financial success that the Affiliate wishes to achieve through the affiliate program.

(3) The Company shall not be liable for disruptions in platform access due to force majeure, cyberattacks, blockchain network failures, or events beyond the Company's reasonable control.

(4) The Company's total aggregate liability to the Affiliate shall not exceed the total commissions earned by the Affiliate in the twelve (12) months preceding the event giving rise to the claim.

§ 16 Consent for Use of Materials

The Affiliate grants the Company the right to use their name, testimonials, portrait, voice recordings, or statements as part of their role as an Affiliate, free of charge, for promotional purposes. The Affiliate may withdraw this consent at any time in writing. Upon withdrawal, the Company will discontinue such use within 30 days.

§ 17 Governing Law & Dispute Resolution

(1) This Agreement shall be governed by and construed in accordance with the laws of the Federation of St. Christopher and Nevis, without regard to its conflict of law principles.

(2) Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through binding arbitration administered in Costa Rica. The arbitration shall be conducted in English. Each party shall bear its own costs and expenses unless the arbitrator determines otherwise.

§ 18 Final Provisions

(1) The Company is entitled to modify this Agreement and/or the Compensation Plan if required for economic, regulatory, or legal reasons. Changes will be announced through the Affiliate's dashboard at least two weeks prior to the effective date. If the Affiliate does not terminate the Agreement or object to the amendment before the change comes into effect, the changes will take effect from the specified date.

(2) Changes or additions to these General Affiliate Partner Conditions must be in writing. This also applies to the waiver of the writing requirement.

(3) If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by one that is valid and economically closest to the intent of the original provision.

(4) These General Affiliate Partner Conditions, together with the Compensation Plan, the Privacy Policy, the Risk Disclosure, and the Terms of Service, constitute the entire agreement between the Affiliate and the Company regarding the affiliate relationship.

Acknowledgment

By registering as an Affiliate on the HypeRocket platform, you acknowledge that you have read, understood, and agree to this Distribution Agreement in its entirety. You confirm that you are acting as an independent entrepreneur, that you accept full responsibility for your promotional activities, and that you will comply with all applicable laws and the provisions set forth herein.